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                                                                    EXHIBIT 10.1



                                     FORM OF

                          MANAGEMENT SERVICES AGREEMENT

                                      AMONG

                         MACQUARIE INFRASTRUCTURE COMPANY LLC,
                         MACQUARIE INFRASTRUCTURE COMPANY INC.,
                            MACQUARIE YORKSHIRE LLC,
                              SOUTH EAST WATER LLC,
                        COMMUNICATIONS INFRASTRUCTURE LLC

                                       AND

                 MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.

                              Dated as of [ ], 2004
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                                TABLE OF CONTENTS

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                                    ARTICLE I

                                   DEFINITIONS

                                   Article II

                           APPOINTMENT OF THE MANAGER

Section 2.1 Appointment.......................................................14
Section 2.2 Initial Investment................................................14
Section 2.3 Agreement to Bind Subsidiaries....................................14
Section 2.4 Term..............................................................14

                                   Article III

                     SERVICES TO BE PERFORMED BY THE MANAGER

Section 3.1 Duties of the Manager.............................................15
Section 3.2 Obligations of the Company and the Managed Subsidiaries...........19

                                   Article IV

                              POWERS OF THE MANAGER

Section 4.1 Powers of the Manager.............................................21
Section 4.2 Delegation........................................................21
Section 4.3 Manager's Duties Exclusive........................................21

                                    Article V

                              INSPECTION OF RECORDS

Section 5.1 Books and Records.................................................22
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                                   Article VI

                            AUTHORITY OF THE COMPANY,
                    THE MANAGED SUBSIDIARIES AND THE MANAGER

                                   Article VII

                                 MANAGEMENT FEES

Section 7.1 Structuring Fee...................................................22
Section 7.2 Base Management Fees..............................................22
Section 7.3 Performance Fee...................................................23
Section 7.4 Registration Rights...............................................24
Section 7.5 Ability to Issue Trust Stock......................................24

                                  Article VIII

                      SECONDMENT OF OFFICERS BY THE MANAGER

Section 8.1 Secondment of CEO and CFO.........................................25
Section 8.2 Remuneration of CEO and CFO.......................................25
Section 8.3 Secondment of Additional Officers.................................25
Section 8.4 Removal of Seconded Officers......................................25
Section 8.5 Indemnification...................................................26

                                   Article IX

                              EXPENSE REIMBURSEMENT

Section 9.1 Company Expenses..................................................26

                                    Article X

                     RESIGNATION AND REMOVAL OF THE MANAGER

Section 10.1 Resignation by the Manager.......................................28
Section 10.2 Removal of the Manager...........................................28
Section 10.3 Withdrawal of Branding...........................................30
Section 10.4 Resignation of the Chairman and the Seconded Officers............30
Section 10.5 Directions.......................................................30

                                   Article XI

                                    INDEMNITY

Section 11.1 Indemnification of Manager.......................................30
Section 11.2 Indemnification of Company.......................................31
Section 11.3 Indemnification..................................................31
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                                   Article XII

                     LIMITATION OF LIABILITY OF THE MANAGER

Section 12.1 Limitation of Liability..........................................32
Section 12.2 Manager May Rely.................................................32

                                  Article XIII

                                  LEGAL ACTIONS

Section 13.1 Third Party Claims...............................................32

                                   Article XIV

                                  MISCELLANEOUS

Section 14.1 Obligation of Good Faith; No Fiduciary Duties....................33
Section 14.2 Compliance.......................................................33
Section 14.3 Effect of Termination............................................33
Section 14.4 Notices..........................................................33
Section 14.5 Captions.........................................................34
Section 14.6 Applicable Law...................................................34
Section 14.7 Amendment........................................................34
Section 14.8 Severability.....................................................34
Section 14.9 Entire Agreement.................................................34

Schedule I - Priority Protocol
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                                      iii
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            MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT"), dated as of
[_________], 2004, among Macquarie Infrastructure Company LLC, a Delaware
limited liability company (the "COMPANY"), Macquarie Infrastructure Company
Inc., a Delaware corporation, Macquarie Yorkshire LLC, a Delaware limited
liability company, South East Water LLC, a Delaware limited liability company,
Communications Infrastructure LLC, a Delaware limited liability company (each a
"MANAGED SUBSIDIARY" and, together with any directly owned Subsidiary of the
Company as from time to time may exist and that has executed a counterpart of
this Agreement in accordance with Section 2.3 herein, collectively, the "MANAGED
SUBSIDIARIES"), and Macquarie Infrastructure Management (USA) Inc., a Delaware
corporation (the "MANAGER"). Individually, each party hereto shall be referred
to as a "PARTY" and collectively as the "PARTIES."

            WHEREAS, the Company and the Managed Subsidiaries have agreed to
appoint the Manager to manage their business and affairs as herein described;
and

            WHEREAS, the Manager has agreed to act as Manager on the terms and
subject to the conditions set forth herein;

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

                                    ARTICLE I

                                   DEFINITIONS

            "ADDITIONAL OFFERING" means for any Fiscal Quarter in which a
Performance Fee is being calculated any offering of shares of Trust Stock other
than shares of Trust Stock issued in connection with the Trust's initial public
offering and concurrent private placement to the Manager in which the total
number of shares of Trust Stock issued in such offering equals or exceeds [15]%
of the total number of shares of Trust Stock issued and outstanding immediately
prior to such offering; provided that "Additional Offering" shall not include

            (i) any issuance of shares of Trust Stock to the Manager pursuant to
      Article VII hereof;

            (ii) the issuance of any shares of Trust Stock pursuant to any
      present or future plan providing for the reinvestment of dividends or
      interest payable on securities of the Company and the investment of
      additional optional amounts in shares of Common Stock under any such plan;
      or

            (iii) the issuance of any shares of Common Stock or options or
      rights to purchase those shares pursuant to any present or future
      employee, director or consultant benefit plan or program of, or any such
      plan or program assumed by the Company or any of its subsidiaries.
<PAGE>
            "ADDITIONAL OFFERING FOREIGN NET EQUITY VALUE" means the aggregate
USD amount of the total proceeds from any Additional Offering which is to be
applied to increase Foreign Net Equity Value.

            "ADDITIONAL OFFERING MACQUARIE INFRASTRUCTURE COMPANY TRUST
ACCUMULATION INDEX" means, with respect to the relevant Additional Shares, the
Additional Offering Macquarie Infrastructure Company Trust Accumulation Index
calculated by Morgan Stanley Capital International Inc., in accordance with the
methodology used to calculate the indices used in the calculation of clause (ii)
of the Benchmark Return for the relevant Fiscal Quarter; provided that, in the
event that the Macquarie Infrastructure Company Trust Accumulation Index is not
calculated by Morgan Stanley Capital International Inc., the Manager shall cause
the institution then used to calculate the Macquarie Infrastructure Company
Trust Accumulation Index to calculate the Additional Offering Macquarie
Infrastructure Company Trust Accumulation Index in accordance with the
methodology used to calculate the indices used in the calculation of clause (ii)
of the Benchmark Return for the relevant Fiscal Quarter.

            "ADDITIONAL OFFERING US NET EQUITY VALUE" means the aggregate USD
amount of the total proceeds from any Additional Offering which is to be applied
to increase US Net Equity Value.

            "ADDITIONAL OFFERING WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI
EUROPE UTILITIES INDEX" means the change in percentage terms for a relevant
Fiscal Quarter calculated according to the following formula:

            Z2 = N2 x (Q2 - P2) / P2

            where

            Z2 = the Additional Offering Weighted Average Percentage Change Of
            The MSCI Europe Utilities Index;

            N2 = the percentage determined by dividing (i) the Additional
            Offering Foreign Net Equity Value by (ii) the sum of the Additional
            Offering Foreign Net Equity Value and the Additional Offering US Net
            Equity Value;

            P2 = the average closing MSCI Europe Utilities Index over the last
            15 Trading Days ending immediately prior to the first day of trading
            of the relevant Additional Shares; and

            Q2 = the average closing MSCI Europe Utilities Index over the last
            15 Trading Days of the current Fiscal Quarter, or over such lesser
            number of Trading Days from and including the first day of trading
            with respect to the Additional Shares through and including the
            Fiscal Quarter End Date of such Fiscal Quarter.

                                       2
<PAGE>
            "ADDITIONAL OFFERING WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI
US IMI/UTILITIES INDEX" means the change in percentage terms for a relevant
Fiscal Quarter calculated according to the following formula:

            Y2 = J2 x (L2 - K2) / K2

            where

            Y2 = the Additional Offering Weighted Average Percentage Change Of
            The MSCI US IMI/Utilities Index;

            J2 = the percentage determined by dividing (i) the Additional
            Offering US Net Equity Value by (ii) the sum of the Additional
            Offering Foreign Net Equity Value and the Additional Offering US Net
            Equity Value;

            K2 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days ending immediately prior to the first day of trading
            of the relevant Additional Shares; and

            L2 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days of the current Fiscal Quarter, or over such lesser
            number of Trading Days from and including the first day of trading
            with respect to the Additional Shares through and including the
            Fiscal Quarter End Date of such Fiscal Quarter.

            "ADDITIONAL SHARES" means the aggregate number of shares of Trust
Stock issued in an Additional Offering (including any shares issued pursuant to
the exercise of an over-allotment option).

            "AFFILIATE" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person or (ii) any officer, director, general member, member or trustee of
such Person. For purposes of this definition, the terms "controlling,"
"controlled by" or "under common control with" shall mean the possession, direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person or entity, whether through the ownership of voting
securities, by contract or otherwise, or the power to elect at least 50% of the
directors, managers, general members, or Persons exercising similar authority
with respect to such Person or entity.

            "AGREEMENT" or "MANAGEMENT SERVICES AGREEMENT" means this Management
Services Agreement, including all Exhibits and Schedules attached hereto, as
amended from time to time. Words such as "herein," "hereinafter," "hereof,"
"hereto" and "hereunder" refer to this Agreement as a whole, unless the context
otherwise requires.

            "AUD" means the lawful currency of the Commonwealth of Australia.

            "BANKRUPTCY LAW" means title 11, United States Code or any similar
federal or state law for the relief of debtors.

                                       3
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            "BASE MANAGEMENT FEE" means in respect of a Fiscal Quarter:

            (i)   where the Net Investment Value is less than or equal to USD500
      million, 0.375% per Fiscal Quarter of the Net Investment Value,

            (ii)  where the Net Investment Value is greater than USD500 million
      but less than or equal to USD1,500 million, USD1.875 million per Fiscal
      Quarter plus 0.3125% per Fiscal Quarter of such Net Investment Value
      exceeding USD500 million but not exceeding USD1,500 million, or

            (iii) where the Net Investment Value is greater than USD1,500
      million, USD5.0 million per Fiscal Quarter plus 0.25% per Fiscal Quarter
      of such Net Investment Value exceeding USD1,500 million;

      adjusted on a pro rata basis if the Fiscal Quarter in respect of which the
      calculation is made is the Fiscal Quarter commencing on the Commencement
      Date;

      less

            (x)   the USD amount of any fees paid by the Company or any of its
      Subsidiaries during the Fiscal Quarter to any individuals seconded to the
      Company pursuant to Article VIII, or to any officer, director, staff
      member or employee of the Manager or any Macquarie Affiliate, as
      compensation for serving as a director on the Board of Directors of the
      Company, any Subsidiary of the Company, or any company in which the
      Company or its Subsidiaries have invested, excluding amounts paid as
      reimbursement for expenses, in each case to the extent not subsequently
      paid to the Company or a Subsidiary of the Company;

            (y)   the amount of any management fees other than performance-based
      management fees payable to the Manager or a Macquarie Affiliate in
      relation to the management of a Macquarie Managed Investment Vehicle for
      that Fiscal Quarter (calculated in USD using the applicable exchange rate
      on the last Business Day of such Fiscal Quarter) multiplied by the
      Company's percentage ownership in the Macquarie Managed Investment Vehicle
      on the last Business Day of the Fiscal Quarter; provided that, to the
      extent that such management fee accrues over a period in excess of any
      Fiscal Quarter, such management fee for any Fiscal Quarter will be
      estimated by the Manager and will be adjusted to actual in the Fiscal
      Quarter such fee becomes payable. For the avoidance of doubt such
      management fees do not include expense reimbursements or indemnities for
      Costs; and

            (z)   all Base Management Fees previously earned in any Fiscal
      Quarter in relation to any Future Investment where it was determined
      conclusively during the relevant Fiscal Quarter that such Future
      Investment would not be made.

            "BENCHMARK RETURN" means the amount expressed in USD in respect of a
Fiscal Quarter in accordance with the following formula:

            BR = BR1 + BR2

                                       4
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            where

            BR = the Benchmark Return for the Fiscal Quarter;

            and

            (i)   BR1 = X1 x (Y1 + Z1)

                  where

                  BR1 = the Benchmark Return for the Fiscal Quarter applicable
                  to all shares of Trust Stock other than those included in the
                  calculation of BR2;

                  X1 = has the same meaning as "A1" in the definition of Return;

                  Y1 = the Weighted Average Percentage Change of the MSCI US
                  IMI/Utilities Index over the Fiscal Quarter; and

                  Z1 = the Weighted Average Percentage Change of the MSCI Europe
                  Utilities Index over the Fiscal Quarter.

            (ii)  BR2 = X2 x (Y2 + Z2)

                  where

                  BR2 = the Benchmark Return for the Fiscal Quarter applicable
                  solely to the Additional Shares issued in an Additional
                  Offering during the relevant Fiscal Quarter;

                  X2 = has the same meaning as "A2" in the definition of Return;

                  Y2 = the Additional Offering Weighted Average Percentage
                  Change of the MSCI US IMI/Utilities Index over the period from
                  and including the first day of trading with respect to any
                  Additional Shares issued during the Fiscal Quarter for which a
                  Performance Fee is being calculated, through and including the
                  Fiscal Quarter End Date of such Fiscal Quarter; and

                  Z2 = the Additional Offering Weighted Average Percentage
                  Change of the MSCI Europe Utilities Index over the period from
                  and including the first day of trading with respect to any
                  Additional Shares issued during the Fiscal Quarter for which a
                  Performance Fee is being calculated, through and including the
                  Fiscal Quarter End Date of such Fiscal Quarter.

            "BOARD" or "BOARD OF DIRECTORS" means, with respect to the Company,
any Managed Subsidiary or any Subsidiary, as the case may be, the Board of
Directors of the Company, such Managed Subsidiary or Subsidiary, or any
committee of the Board of Directors that has been duly authorized by the Board
of Directors to make a decision on the matter in

                                       5
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question or bind the Company, such Managed Subsidiary or such Subsidiary, as the
case may be, as to the matter in question.

            "BUSINESS" means the business of owning and operating businesses and
making investments in the United States and elsewhere, as may be conducted or
made, directly and indirectly, by the Company from time to time.

            "BUSINESS DAY" means a day of the year on which banks are not
required or authorized to close in The City of New York.

            "CAD" means the lawful currency of Canada.

            "CHAIRMAN" means the Chairman of the Board of Directors of the
Company.

            "CHIEF EXECUTIVE OFFICER" means the Chief Executive Officer of the
Company, including any interim Chief Executive Officer.

            "CHIEF FINANCIAL OFFICER" means the Chief Financial Officer of the
Company, including any interim Chief Financial Officer.

            "COMMENCEMENT DATE" has the meaning set forth in Section 2.4.

            "COMPANY" has the meaning set forth in the first paragraph of this
Agreement.

            "COMPANY OFFICERS" means the Chief Executive Officer and the Chief
Financial Officer and any other officer of the Company hereinafter appointed by
the Board of Directors of the Company.

            "COMPENSATION COMMITTEE" means the Compensation Committee of the
Board of Directors of the Company.

            "CONTRACTED ASSETS" means businesses, a majority of the revenues of
which are derived from long-term contracts with other businesses or governments.

            "COSTS" includes costs, charges, fees, expenses, commissions,
liabilities, losses, damages and Taxes and all amounts payable in respect of
them or like amounts.

            "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
other similar official under any Bankruptcy Law.

            "DELISTING EVENT" means a transaction or series of related
transactions involving the acquisition of Trust Stock by third parties in an
amount that results in the Trust Stock ceasing to be listed on a nationally
recognized U.S. exchange or on the Nasdaq National Market because the Trust
Stock ceased to meet the distribution and trading criteria of such exchange or
market.

            "DEFICIT" means the aggregate amounts in USD in respect of each
Fiscal Quarter since a Performance Fee has become due and payable (or, if a
Performance Fee has not been paid, since the Commencement Date), not including
the Fiscal Quarter in respect of which a

                                       6
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calculation is being made, by which the Benchmark Return for each such Fiscal
Quarter exceeds the Return for that Fiscal Quarter (if any).

            "EARNINGS RELEASE DAY" means any Business Day that the Company
releases to the public quarterly or annual historical consolidated financial
information.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "FISCAL QUARTER" means (i) the period commencing on the Commencement
Date and ending on [December 31], 2004, and (ii) any subsequent three-month
period commencing on each of October 1, January 1, April 1 and July 1 and ending
on the last day before the next such date.

            "FISCAL QUARTER END DATE" means the last day of a Fiscal Quarter.

            "FISCAL YEAR" means (i) the period commencing on the Commencement
Date and ending on December 31, 2004 and (ii) any subsequent 12-month period
commencing on January 1 and ending on December 31.

            "FOREIGN NET EQUITY VALUE" means the Net Equity Value for the
portion of the Business held outside of the United States (measured in USD based
on the then-applicable exchange rate) as determined by the Manager and approved
by the Compensation Committee of the Company (which approval shall not be
unreasonably withheld, delayed or conditioned).

            "FUTURE INVESTMENT" means a contractual commitment to invest
represented by a definitive agreement.

            "GAAP" means generally accepted accounting principles in effect in
the United States of America from time to time.

            "INDEPENDENT DIRECTOR" means a director who (a) (i) is not an
officer or employee of the Company, or an officer, director or employee of any
of the Managed Subsidiaries or any Subsidiary, (ii) was not appointed as a
director pursuant to the terms of this Agreement and (iii) is not affiliated
with the Manager or any Macquarie Affiliate; and (b) complies with the
independence requirements under the Exchange Act and the NYSE Rules.

            "INITIAL INVESTMENT" has the meaning set forth in Section 2.2.

            "INITIAL LEVEL OF THE ADDITIONAL OFFERING MACQUARIE INFRASTRUCTURE
COMPANY TRUST ACCUMULATION INDEX" means the initial value designated at the time
of the establishment of the relevant Additional Offering Macquarie
Infrastructure Company Trust Accumulation Index, which shall be based on the
offering price of the Additional Shares issued in the relevant Additional
Offering.

            "INITIAL LEVEL OF THE MACQUARIE INFRASTRUCTURE COMPANY TRUST
ACCUMULATION INDEX" means the initial value designated at the time of the
establishment of the Macquarie Infrastructure Company Trust Accumulation Index,
which shall be based on the initial public offering price of the Trust Stock.

                                       7
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            "ISF" has the meaning set forth in Section 3.1(b)(iii).

            "LIABILITIES" has the meaning set forth in Section 11.1.

            "LLC AGREEMENT" means the Amended and Restated Operating Agreement
of Macquarie Infrastructure Company LLC dated as of [______], 2004.

            "LLC INTEREST" means a limited liability company interest in the
Company in accordance with the LLC Agreement.

            "MACQUARIE AFFILIATE" means any Affiliate of Macquarie Bank Limited
other than the Trust, the Company, any Subsidiary of the Company or any Person
who would be deemed a Macquarie Affiliate solely as a result of such Person's
association with the Trust, the Company or any Subsidiary of the Company.

            "MACQUARIE INFRASTRUCTURE COMPANY TRUST ACCUMULATION INDEX" means
the Macquarie Infrastructure Company Trust Accumulation Index as calculated by
Morgan Stanley Capital International Inc., in accordance with the methodology
used to calculate the indices used in the calculation of clause (i) of the
Benchmark Return from time to time. In the event that the indices used in the
calculation of the Benchmark Return are not calculated by Morgan Stanley Capital
International Inc., the Manager may select another institution of comparable
recognized standing that is not an Affiliate of the Manager to calculate the
Macquarie Infrastructure Assets Trust Accumulation Index in a manner consistent
with the methodology used to calculate the indices then used in the calculation
of clause (i) of the Benchmark Return.

            "MACQUARIE MANAGED INVESTMENT VEHICLE" means an entity which is
managed by the Manager or a Macquarie Affiliate where such Person receives
remuneration, other than expense reimbursement or indemnity for Costs, for
managing the entity.

            "MANAGED SUBSIDIARY" and "MANAGED SUBSIDIARIES" have the meanings
set forth in the first paragraph of this Agreement.

            "MANAGER" has the meaning set forth in the first paragraph of this
Agreement.

            "MARKET VALUE OF THE TRUST STOCK" means the product of (1) the
average number of shares of Trust Stock issued and outstanding, other than
treasury shares, during the last 15 Trading Days in the relevant Fiscal Quarter
multiplied by (2) the volume weighted average trading price per share of Trust
Stock traded on the NYSE over those 15 Trading Days.

            "MEMBER" with respect to the Company means the Trust as original
Member and any successor to the original Member, in accordance with the terms of
the LLC Agreement. "MEMBERS" means all Persons that at any time are Members of
the Company.

            "MSCI EUROPE UTILITIES INDEX" means the total return equity index
with that name calculated in USD and published by Morgan Stanley Capital
International Inc. or, if that index ceases to be calculated or ceases to be
publicly available, the nearest equivalent available index selected by the
Manager and reasonably acceptable to the Compensation Committee of the

                                       8
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Company that is (a) calculated by an institution of comparable recognized
standing that is not an Affiliate of the Manager and (b) publicly available.

            "MSCI US IMI/UTILITIES INDEX" means the total return equity index
with that name calculated in USD and published by Morgan Stanley Capital
International Inc. or, if that index ceases to be calculated or ceases to be
publicly available, the nearest equivalent available index selected by the
Manager and reasonably acceptable to the Compensation Committee of the Company
that is (a) calculated by an institution of comparable recognized standing that
is not an Affiliate of the Manager and (b) publicly available.

            "NET EQUITY VALUE" means the fair value of the equity of the
Business (as measured in USD, based on the then-applicable exchange rates, if
applicable) as determined by the Manager and approved by the Compensation
Committee of the Company (which approval shall not be unreasonably withheld,
delayed or conditioned).

            "NET INVESTMENT VALUE" means:

            (a)   the Market Value of the Trust Stock; plus

            (b)   the amount of any borrowings (other than intercompany
      borrowings) of the Company and its Managed Subsidiaries (but not including
      borrowings on behalf of any Subsidiary of the Managed Subsidiaries); plus

            (c)   the value of Future Investments of the Company and/or any of
      its Subsidiaries other than cash or cash equivalents, as calculated by the
      Manager and approved by the Compensation Committee of the Company (which
      approval shall not be unreasonably withheld, delayed or conditioned);
      provided that such Future Investment has not been outstanding for more
      than two consecutive Fiscal Quarters; less

            (d)   the aggregate amount held by the Company and its Managed
      Subsidiaries in cash or cash equivalents (but not including cash or cash
      equivalents held specifically for the benefit of any Subsidiary of a
      Managed Subsidiary).

            "NEW INVESTMENT VEHICLE" has the meaning set forth in Section
3.1(b)(iii).

            "NYSE" means the New York Stock Exchange, Inc.

            "NYSE RULES" means the rules of the New York Stock Exchange.

            "PERFORMANCE FEE" for a Fiscal Quarter means, if the Return for such
Fiscal Quarter is greater than zero, 20% of the amount (if any) by which the
Return for such Fiscal Quarter together with any Surplus exceeds the Benchmark
Return for such Fiscal Quarter together with any Deficit.

            "PERFORMANCE TEST RETURN" means the amount expressed in percentage
terms in accordance with the following formula:

            (C1 - B1) / B1

                                       9
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            where

            B1 and C1 are as defined in the definition of Return.

            "PERFORMANCE TEST BENCHMARK RETURN" means the amount expressed in
percentage terms in accordance with the following formula:

            Y1 + Z1

            where

            Y1 and Z1 are as defined in the definition of Benchmark Return.

            "PERSON" means any individual, company (whether general or limited),
limited liability company, corporation, trust, estate, association, nominee or
other entity.

            "REGULATED ASSETS" means businesses that are the sole or predominant
providers of at least one essential service in their service areas and are
regulated by government entities with reference to the level of revenue earned
or charges imposed.

            "RETURN" means the amount expressed in USD in respect of a Fiscal
Quarter in accordance with the following formula:

            R = R1 + R2

            where

            R = the Return for the Fiscal Quarter

            and

            (i)   R1 = A1 x (C1 - B1) / B1

                  where

                  R1 = the Return for the Fiscal Quarter applicable to all
                  shares of Trust Stock other than those included in the
                  calculation of R2;

                  A1 = the average number of shares of Trust Stock issued and
                  outstanding, other than treasury shares, during the last 15
                  Trading Days in the previous Fiscal Quarter multiplied by the
                  volume weighted average trading price per share of Trust Stock
                  traded on the NYSE during such 15 Trading Days or, for the
                  Fiscal Quarter commencing on the Commencement Date, the
                  aggregate number of shares of Trust Stock issued and
                  outstanding on the last closing date of the initial public
                  offering (including the shares of Trust Stock issued to the
                  Manager pursuant to Section 2.2) multiplied by the initial
                  public offer price;

                                       10
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                  B1 = the average of the daily closing Macquarie Infrastructure
                  Assets Trust Accumulation Index over the last 15 Trading Days
                  of the previous Fiscal Quarter or, for the Fiscal Quarter
                  Commencing on the Commencement Date, the Initial Level of the
                  Macquarie Infrastructure Assets Trust Accumulation Index; and

                  C1 = the average of the daily closing Macquarie Infrastructure
                  Assets Trust Accumulation Index over the last 15 Trading Days
                  of the current Fiscal Quarter.

            (ii)  R2 = A2 x (C2 - B2) / B2

                  where

                  R2 = the Return for the Fiscal Quarter applicable solely to
                  the Additional Shares issued during such Fiscal Quarter;

                  A2 = the number of such Additional Shares times the per share
                  offer price for those Additional Shares;

                  B2 = the Initial Level of the Additional Offering Macquarie
                  Infrastructure Assets Trust Accumulation Index applicable to
                  such Additional Shares; and

                  C2 = the average of the daily closing Additional Offering
                  Macquarie Infrastructure Assets Trust Accumulation Index
                  applicable to such Additional Shares over the last 15 Trading
                  Days of the current Fiscal Quarter, or over such lesser number
                  of Trading Days from and including the first day of trading
                  with respect to the Additional Shares through and including
                  the Fiscal Quarter End Date of such Fiscal Quarter.

            "RULES AND REGULATIONS" means the rules and regulations promulgated
under the Exchange Act or the Securities Act.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SERVICES" has the meaning set forth in Section 3.1(b).

            "SHARE PRICE PERIOD" means the 15 Trading Days beginning on the
Trading Day immediately following a record date with respect to the payment of
cash dividends relating to the most recent Fiscal Quarter; provided, however,
that if either (i) the Company has not declared a cash dividend with respect to
such Fiscal Quarter on or prior to the relevant Earnings Release Date or (ii)
the Company has set a record date with respect to such cash dividend that is
more than 45 days after the relevant Earnings Release Date related to such
Fiscal Quarter, the Share Price Period shall begin on the third Trading Day
following the Earnings Release Date.

            "STRUCTURING FEE" has the meaning set forth in Section 7.1.

                                       11
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            "SUBSIDIARY" means, with respect to any Person, any corporation,
company, joint venture, limited liability company, association or other entity
in which such Person owns, directly or indirectly, more than 50% of the
outstanding equity securities or interests, the holders of which are generally
entitled to vote for the election of the Board of Directors or other governing
body of such entity.

            "SURPLUS" means the aggregate amounts in USD in respect of each
Fiscal Quarter since a Performance Fee has become due and payable (or, if a
Performance Fee has not been paid, since the Commencement Date), not including
the Fiscal Quarter in respect of which a calculation is being made, by which the
Return for each such Fiscal Quarter exceeds the Benchmark Return for that Fiscal
Quarter.

            "TAX" or "TAXES" means any and all taxes, fees, levies, duties,
tariffs, imposts, and other charges of any kind (together with any and all
interest, penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any government or taxing authority, including taxes
or other charges on or with respect to income, franchises, windfall or other
profits, gross receipts, property, sales, use, capital stock, payroll,
employment, social security, workers' compensation, unemployment compensation,
or net worth; taxes or other charges in the nature of excise, withholding, ad
valorem, stamp, transfer, value added, or gains taxes; license, registration and
documentation fees; and customs' duties, tariffs, and similar charges.

            "TERMINATION DATE" means the date on which this Agreement and the
      obligations of the Manager hereunder terminate.

            "TERMINATION FEE" means the amount calculated as follows:


            the sum of (i) all accrued and unpaid Base Management Fees and
Performance Fees for the period from the previous Fiscal Quarter End Date to the
Delisting Event, using the price paid by an acquiror in the transaction or
series of transactions that led to the Delisting Event to calculate such fees,
plus (ii)(a) if the price stated in (i) above multiplied by the aggregate number
of shares of Trust Stock issued and outstanding, other than treasury shares, on
the date of the Delisting Event is less than $500 million, 10% of such value, or
(b) if the price stated in (i) above multiplied by the aggregate number of
shares of Trust Stock issued and outstanding, other than treasury shares, on the
date of the Delisting Event is greater than $500 million, $50 million plus 1.5%
of the value in excess of $500 million.


            "THE MACQUARIE GROUP" means the Macquarie Group of companies, which
comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide.

            "TRADING DAY" means a day during which trading in securities
generally occurs on the NYSE or, if the Trust Stock is not listed on the NYSE,
on the principal other national or regional securities exchange or interdealer
quotation system on which the Trust Stock is then listed or quoted.

            "TRUST" means Macquarie Infrastructure Assets Trust, which holds one
hundred percent (100%) of the ownership interest in the Company.

            "TRUST CERTIFICATE" means the certificates representing shares of
Trust Stock.

                                       12
<PAGE>
            "TRUST STOCK" means the shares of beneficial interest of the Trust;
provided that, in the event that all outstanding shares of beneficial interest
of the Trust are exchanged for LLC Interests in accordance with the terms of the
LLC Agreement, all references herein to "Trust Stock" or "shares of Trust Stock"
shall automatically be deemed to refer to LLC Interests upon such exchange.

            "USD" means the lawful currency of the United States of America.

            "USER PAYS ASSETS" means businesses that are transportation-related
and derive a majority of their revenues from a per use fee or charge.

            "US NET EQUITY VALUE" means the Net Equity Value for the portion of
the Business held inside the United States as determined by the Manager and
approved by the Compensation Committee of the Company (which approval shall not
be unreasonably withheld, delayed or conditioned).

            "WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI EUROPE UTILITIES
INDEX" means the change in percentage terms for a period calculated according to
the following formula:

            Z1 = N1 x (Q1 - P1) / P1

            where

            Z1 = the Weighted Average Percentage Change Of The MSCI Europe
            Utilities Index;

            N1 = the percentage of Net Equity Value attributable to the Foreign
            Net Equity Value on the last Business Day of the previous Fiscal
            Quarter;

            P1 = the average closing MSCI Europe Utilities Index over the last
            15 Trading Days of the previous Fiscal Quarter, or where the current
            Fiscal Quarter commenced on the Commencement Date, the average
            closing MSCI Europe Utilities Index over the last 15 Trading Days
            immediately prior to the Commencement Date; and

            Q1 = the average closing MSCI Europe Utilities Index over the last
            15 Trading Days of the current Fiscal Quarter.

            "WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI US IMI/UTILITIES
 INDEX" means the change in percentage terms for a Fiscal Quarter calculated
according to the following formula:

            Y1 = J1 x (L1 - K1) / K1

            where

            Y1 = the Weighted Average Percentage Change Of The MSCI US
            IMI/Utilities Index;

                                       13
<PAGE>
            J1 = the percentage of Net Equity Value attributable to the US Net
            Equity Value on the last Business Day of the previous Fiscal
            Quarter;

            K1 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days of the previous Fiscal Quarter or, where the current
            Fiscal Quarter commenced on the Commencement Date, the average
            closing MSCI US IMI/Utilities Index over the last 15 Trading Days
            immediately prior to the Commencement Date; and

            L1 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days of the current Fiscal Quarter.

                                   ARTICLE II

                           APPOINTMENT OF THE MANAGER

            Section 2.1 Appointment. The Company and each of the Managed
Subsidiaries hereby jointly and severally agree to appoint the Manager to manage
their business and affairs under the supervision and control of the Board of
Directors of the Company and such Managed Subsidiary and to perform the Services
in accordance with the terms of this Agreement.

            Section 2.2 Initial Investment. The Manager will acquire from the
Company the number of shares of Trust Stock having an aggregate purchase price
of $35 million, concurrently with the initial public offering of the Trust Stock
(the "INITIAL INVESTMENT") and at a per share purchase price equal to the per
share initial public offering price. The Initial Investment will be held for a
period of not less than 12 months from the Commencement Date. At any time from
and after the first anniversary of the Commencement Date, the Manager may
dispose of 50% of the Initial Investment and may dispose the balance of the
Initial Investment at any time from and after the third anniversary of the
Commencement Date.

            Section 2.3 Agreement to Bind Subsidiaries. The Company covenants
and agrees to cause any Managed Subsidiary created or acquired after the date of
this Agreement to execute a counterpart of this Agreement agreeing to be bound
by the terms hereunder.

            Section 2.4 Term. The Manager shall provide Services to the Company
and its Managed Subsidiaries from the date of the closing of the initial public
offering by the Trust and the Company (the "COMMENCEMENT DATE") until the
termination of this Agreement in accordance with Article X.

                                       14
<PAGE>
                                   ARTICLE III

                     SERVICES TO BE PERFORMED BY THE MANAGER

            Section 3.1 Duties of the Manager. (a) Subject always to the
oversight and supervision of the Board of Directors of the Company, the Manager
will manage the Company's and the Managed Subsidiaries' business and affairs. In
the performance of its duties, the Manager will comply with the provisions of
the LLC Agreement, as amended from time to time, and the operating objectives,
policies and restrictions of the Company in existence from time to time. The
Company will promptly provide the Manager with all amendments to the LLC
Agreement and all stated operating objectives, policies and restrictions of the
Company approved by the Board of Directors of the Company and any other
available information requested by the Manager.

            (b) The Manager further agrees and covenants that it will perform
the following, referred to herein as the "SERVICES":

            (i)   cause the carrying out of all day-to-day management,
      secretarial, accounting, administrative, liaison, representative,
      regulatory and reporting functions and obligations of the Company and the
      Managed Subsidiaries, and any such obligations of the Company with respect
      to the Trust;

            (ii)  establish and maintain books and records for the Company and
      the Managed Subsidiaries consistent with industry standards and in
      compliance with the Rules and Regulations and with GAAP;

            (iii) identify, evaluate and recommend, through the Company
      Officers, acquisitions or investment opportunities from time to time; if
      the Board of Directors of the Company approves any acquisition or
      investment, negotiate and manage such acquisitions or investments on
      behalf of the Company; and thereafter manage those acquisitions or
      investments, as a part of the Company's Business hereunder, on behalf of
      the Company and any relevant Managed Subsidiary in accordance with this
      Section 3.1. To the extent acquisition or investment opportunities covered
      by the priority protocol set forth in Schedule I to this Agreement are
      offered to the Manager or to entities that are managed by subsidiaries of
      Macquarie Bank Limited within the Infrastructure and Specialized Funds
      Division (or any successor thereto) of the Macquarie Group ("ISF"), the
      Manager will offer any such acquisition or investment opportunities to the
      Company in accordance with such priority protocol unless the Chief
      Executive Officer notifies the Manager in writing that the acquisition or
      investment opportunity does not meet the Company's acquisition criteria,
      as determined by the Board of Directors from time to time. The Company
      acknowledges and agrees that (i) no Affiliate of the Manager has any
      obligation to offer any acquisition or investment opportunities covered by
      the priority protocol set forth in Schedule I to this Agreement to the
      Manager or to ISF; (ii) any Affiliate of the Manager is permitted to
      establish further investment vehicles that will seek to invest in
      infrastructure businesses in the United States (a "NEW INVESTMENT
      VEHICLE"); provided that the then-existing rights of the Company and the
      Managed Subsidiaries pursuant to this Agreement are preserved; and (iii)
      in the event that an

                                       15
<PAGE>
      acquisition or investment opportunity is offered to the Company by the
      Manager and the Company determines that it does not wish to pursue the
      acquisition or investment opportunity in full, any portion of the
      opportunity which the Company does not wish to pursue may be offered to
      any other Person, including a New Investment Vehicle or any other
      Macquarie Managed Investment Vehicle, in the sole discretion of the
      Manager or any of its Affiliates;

            (iv)  attend to all matters necessary to ensure the professional
      management of any Business controlled by the Company;

            (v)   identify, evaluate and recommend the sale of all or any part
      of the Business owned by the Company from time to time in accordance with
      the Company's criteria and policies then in effect and, if such proposed
      sale is approved by the Boards of Directors of the Company and any
      relevant Managed Subsidiary, negotiate and manage the execution of the
      sale on behalf of the Company and such relevant Managed Subsidiary;

            (vi)  recommend and, if approved by the Board of Directors of the
      Company, use its reasonable efforts to procure the raising of funds
      whether by way of debt, equity or otherwise, including the preparation,
      review, distribution and promotion of any prospectus or offering
      memorandum in respect thereof, but without any obligation to provide such
      funds;

            (vii) recommend to the Board of Directors of the Company amendments
      and modifications to the LLC Agreement and this Agreement;

            (viii) recommend to the Board of Directors of the Company capital
      reductions including repurchases of LLC Interests and corresponding Trust
      Stock;

            (ix)  recommend to the Board of Directors of the Company and, as
      applicable, the Board of Directors of the Managed Subsidiaries the
      appointment, hiring and dismissal (including all material terms related
      thereto) of officers, staff and consultants to the Company, the Managed
      Subsidiaries and any of their Subsidiaries, as the case may be;

            (x)   cause the carrying out of maintenance to, or development of,
      any part of the Business or any asset of the Company or any Managed
      Subsidiary approved by the Board of Directors of the Company;

            (xi)  when appropriate, recommend to the Board of Directors of the
      Company nominees of the Company as directors of the Managed Subsidiaries
      and any of their Subsidiaries or companies in which the Company, the
      Managed Subsidiaries or any of their Subsidiaries has made an investment;

            (xii) recommend to the Board of Directors of the Company the payment
      of dividends and interim dividends to its Members;

            (xiii) prepare all necessary budgets for submission to the Board of
      Directors of the Company for approval;

                                       16
<PAGE>
            (xiv) make recommendations to the Board of Directors of the Company
      and the Managed Subsidiaries for the appointment of auditors, accountants,
      legal counsel and other accounting, financial or legal advisers and
      technical, commercial, marketing or other independent experts;

            (xv)  make recommendations with respect to the exercise of the
      voting rights to which the Company is entitled in respect of its
      investments;

            (xvi) recommend and, subject to approval of the Company's Board of
      Directors, provide or procure all necessary technical, business management
      and other resources for Subsidiaries of the Company, including the Managed
      Subsidiaries, and any other entities in which the Company has made an
      investment;

            (xvii) do all things necessary on its part to enable compliance by
      the Company and each Managed Subsidiary, as applicable, with:

                  (A)   the requirements of applicable law, including the Rules
            and Regulations or the rules, regulations or procedures of any
            foreign, federal, state or local governmental, judicial, regulatory
            or administrative authority, agency or commission; and

                  (B)   any contractual obligations by which the Company or any
            Managed Subsidiary is bound;

            (xviii) prepare and, subject to the approval of the Company's Board
      of Directors (which approval shall not be unreasonably withheld, delayed
      or conditioned), arrange to be filed on behalf of the Company with the
      Securities and Exchange Commission, any other applicable regulatory body,
      the NYSE or any other applicable stock exchange or automated quotation
      system, in a timely manner, all annual, quarterly, current and other
      reports the Company is required to file with the Securities and Exchange
      Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act;

            (xix) attend to all matters necessary for any reorganization,
      bankruptcy proceedings, dissolution or winding up of the Company or any
      Managed Subsidiary, subject to approval by the relevant Board of Directors
      of the Company or any such Managed Subsidiary;

            (xx)  attend to the timely calculation and payment of Taxes payable,
      and the filing of all Tax returns due, by the Company and each of its
      Subsidiaries;

            (xxi) attend to the opening, closing, operation and management of
      all the Company and Managed Subsidiary bank accounts and the Company and
      Managed Subsidiary accounts held with other financial institutions,
      including making any deposits and withdrawals reasonably necessary for the
      management of the Company's and the Managed Subsidiaries' day-to-day
      operations;

            (xxii) cause the consolidated financial statements of the Company
      and its Subsidiaries for each Fiscal Year to be prepared and quarterly
      interim financial

                                       17
<PAGE>
      statements to be prepared in accordance with applicable accounting
      principles for review and audit at least to such extent and with such
      frequency as may be required by law or regulation;

            (xxiii) recommend the arrangements for the holding and safe custody
      of the Company's property including the appointment of custodians or
      nominees;

            (xxiv) manage litigation in which the Company or any Managed
      Subsidiary is sued or commence litigation after consulting with, and
      subject to the approval of, the Board of Directors of the Company or such
      Managed Subsidiary;

            (xxv) carry out valuations of any of the assets of the Company or
      any of its Subsidiaries or arrange for such valuation to occur as and when
      the Manager deems necessary or desirable in connection with the
      performance of its obligations hereunder, or as otherwise approved by the
      Board of Directors of the Company;

            (xxvi) make recommendations in relation to and effect the entry into
      insurance of the assets of the Company, the Managed Subsidiaries and their
      Subsidiaries, together with other insurances against other risks,
      including directors' and officers' insurance, as the Manager and the Board
      of Directors of the Company or any Managed Subsidiary, as applicable, may
      from time to time agree; and

            (xxvii) provide all such other services as may from time to time be
      agreed with the Company, including any and all accounting and investor
      relations services (such as the preparation and organization of
      communications with shareholders and shareholder meetings) and all other
      duties reasonably related to the day-to-day operations of the Company and
      the Managed Subsidiaries.

            (c) In addition, the Manager must:

            (i)   obtain professional indemnity insurance and fraud and other
      insurance and maintain such coverage as is reasonable having regard to the
      nature and extent of the Manager's obligations under this Agreement;

            (ii)  exercise all due care, loyalty, skill and diligence in
      carrying out its duties under this Agreement as required by applicable
      law;

            (iii) provide the Board of Directors of the Company and/or the
      Compensation Committee with all information in relation to the performance
      of the Manager's obligations under this Agreement as the Board of
      Directors and/or the Compensation Committee may reasonably request;

            (iv)  promptly deposit all moneys payable to the Company or the
      Managed Subsidiaries, as the case may be, to a bank account held in the
      name of the Company or the Managed Subsidiaries, as applicable;

                                       18
<PAGE>

             (v) ensure that all property of the Company and the Managed
      Subsidiaries is clearly identified as such, held separately from property
      of the Manager and, where applicable, in safe custody;

            (vi) ensure that all property of the Company and the Managed
      Subsidiaries (other than money to be deposited to any bank account of the
      Company or the Managed Subsidiaries, as the case may be) is transferred to
      or otherwise held in the name of the Company or the Managed Subsidiaries,
      as the case may be, or any nominee or custodian appointed by the Company
      or the Managed Subsidiaries, as the case may be;

            (vii) prepare detailed papers and agendas for scheduled meetings of
      the Boards of Directors (and all committees thereof) of the Company and
      the Managed Subsidiaries that, where applicable, contain such information
      as is reasonably available to the Manager to enable the Boards of
      Directors (and any such committees) to base their opinion; and

            (viii) in conjunction with the papers referred to in paragraph (vii)
      above, prepare or cause to be prepared reports to be considered by the
      Boards of Directors of the Company and the Managed Subsidiaries (or any
      applicable committee thereof) in accordance with the Company's internal
      policies and procedures (1) on any acquisition, investment or sale of any
      part of the Business proposed for consideration by such Boards of
      Directors, (2) on the management of the Business and (3) otherwise in
      respect of the performance of the Manager's obligations under this
      Agreement, in each case that the Company may require and in such form that
      the Company and the Manager agree or as otherwise reasonably requested by
      the Board of Directors of the Company (or such committee).

            (d) In connection with the performance of its obligations under this
Agreement, the Manager shall obtain approval of the Company's and any relevant
Managed Subsidiary's Board of Directors, in each case in accordance with the
Company's internal policy regarding action requiring Board approval or as
otherwise determined by the such Board of Directors or the Company Officers.

            Section 3.2 Obligations of the Company and the Managed Subsidiaries.
(a) The Company and the Managed Subsidiaries will do all things reasonably
necessary on their part as requested by the Manager consistent with the terms of
this Agreement to enable the Company, the Managed Subsidiaries and the Manager,
as the case may be, to fulfill their obligations under this Agreement.

            (b)   The Company and the Managed Subsidiaries must ensure that:

            (i) each of their officers and employees, each of their Subsidiaries
      and each of their Subsidiaries' officers and employees act in accordance
      with the terms of this Agreement and the reasonable directions of the
      Manager in fulfilling its obligations and exercising its powers under this
      Agreement; and

            (ii) the Company, the Managed Subsidiaries and each of their
      Subsidiaries provide to the Manager all reports (including monthly
      management reports and all other


                                       19
<PAGE>
      relevant reports) which the Manager may reasonably require and on such
      dates as the Manager may reasonably require.

            (c) During the term of this Agreement, the Company must not (i)
issue LLC Interests or cause the Trust to issue or sell Trust Stock, (ii) amend
the LLC Agreement, (iii) make a decision to or effect a purchase or sale of any
assets of the Company or any Managed Subsidiary, or (iv) effect any capital
reduction, including a repurchase of Trust Stock or LLC Interests, in each case
without requesting and considering a recommendation from the Manager in relation
to the same. Notwithstanding the foregoing, without the prior written consent of
the Manager, the Company will not (x) make a decision to acquire or purchase, or
effect the acquisition or purchase of, any assets or businesses unless in the
reasonable opinion of the Board of Directors of the Company the acquisition or
purchase could not be expected to negatively affect the ability of the Trust to
maintain its dividend per share of Trust Stock in accordance with the then
existing dividend policy of the Company, or (y) amend any provision of the LLC
Agreement that affects the rights of the Manager thereunder or hereunder.

            (d) The Company agrees that it will, and will cause each of its
wholly owned Subsidiaries to, give Macquarie Affiliates preferred provider
status in respect of any financial advisory services to be contracted for by the
Company or any of its wholly owned Subsidiaries, including, but not limited to,
asset acquisitions, refinancings, advice on mergers and acquisitions, debt and
equity raising, hedging activities and the like. Such services will be
contracted for on an arm's-length basis on market terms and will be subject to
approval by the Independent Directors in accordance with the Company's internal
policies related to conflicts of interest and related party transactions. The
Independent Directors may take whatever measures they deem prudent to confirm
the arm's length basis of any fees to be paid to any Macquarie Affiliate. Any
fees payable to any Macquarie Affiliate in respect of such financial advisory
services will be in addition to all amounts owing under Article VII.

            (e) The Company agrees that, in connection with the performance of
its obligations hereunder, the Manager may recommend to the Company, and on
behalf of the Company may engage, in transactions with any of its Affiliates,
including any Macquarie Affiliates, provided that any such transactions will be
subject to the Company's internal policies regarding conflicts of interest and
related party transactions.

            (f) The Company will ensure that it maintains at least three
Independent Directors.

            (g) The Company will take any and all actions necessary to ensure
that it does not become an "investment company" as defined in Section 3(a)(1) of
the Investment Company Act of 1940, as amended, as such Section may be amended
from time to time, or any successor provision thereto.

            (h) The Company shall grant rights to indemnification, and rights to
be paid by the Company the expenses incurred in defending any proceeding in
advance of its final disposition, to the Manager and to each director, officer
and employee of the Manager, in their respective capacities as agents of the
Company, in each case to the fullest extent of the provisions of the LLC
Agreement with respect to the indemnification and advancement of


                                       20
<PAGE>
expenses of directors and officers of the Company, and shall maintain adequate
directors' and officers' insurance customary for publicly traded companies with
comparable market capitalization, at its expense.



                                   ARTICLE IV

                              POWERS OF THE MANAGER

            Section 4.1 Powers of the Manager. (a) The Manager shall have no
power to enter into any contract or subject the Company or the Managed
Subsidiaries to any obligation, such power to be the sole right and obligation
of the Company, acting through its Board of Directors and/or Company Officers,
or of the applicable Managed Subsidiary, acting through its Board of Directors
and/or officers.

            (b) In accordance with the terms of the LLC Agreement, for so long
as the Manager or any Macquarie Affiliate holds shares of Trust Stock with an
aggregate value of $5.0 million, based on the per share price of the shares sold
in the initial public offering (as adjusted to reflect any subsequent stock
splits or similar recapitalizations), the Manager shall have the right to
appoint one suitably qualified person as a director of the Company's Board of
Directors and an alternate for such appointee, and such director, or alternate
if applicable, shall serve as the Chairman. The Company shall cause such
director to be appointed as Chairman of the Board of Directors, and such
alternate to be appointed as alternate therefor, as soon as reasonably
practicable after notice of such appointment has been given to the Company by
the Manager.

            (c) The Manager shall have the power to engage any agents (including
real estate agents and managing agents), valuers, contractors and advisors
(including accounting, financial, tax and legal advisors) that it deems
necessary or desirable in connection with the performance of its obligations
hereunder, which costs therefor will be subject to reimbursement under Section
9.1(k), subject to applicable law.

            Section 4.2 Delegation. The Manager may delegate or appoint (a) any
Macquarie Affiliate as an agent, at its expense, in respect of all or any of its
duties and powers to manage the Business and affairs of the Company or (b) any
other Person as agent, at its expense, in respect of any of its duties and
powers to manage the Business and affairs of the Company which, in its sole
discretion, are not critical to the ability of the Manager to perform its
obligations hereunder; provided, however, that in either case the Manager shall
not be relieved of any of its responsibilities or obligations to the Company as
a result of such delegation. The Manager shall be permitted to share Company
information with its appointed agents subject to appropriate confidentiality
arrangements.

            Section 4.3 Manager's Duties Exclusive. The Company and the Managed
Subsidiaries agree that during the term of this Agreement the duties and
obligations imposed on the Manager under Article III are to be performed
exclusively by the Manager or its delegates or agents and the Company and the
Managed Subsidiaries will not, through the exercise of the powers of their
employees, Boards of Directors or their shareholders or members, as the case may
be, perform the duties and obligations to be performed by the Manager except in


                                       21
<PAGE>
circumstances where it is necessary to do so to comply with applicable law or as
otherwise agreed by the Manager in writing.



                                    ARTICLE V

                              INSPECTION OF RECORDS

            Section 5.1 Books and Records. At all reasonable times and on
reasonable notice, any person authorized by the Company or by any of the Managed
Subsidiaries may inspect and audit the records and books of the Manager kept
pursuant to this Agreement.



                                   ARTICLE VI

                            AUTHORITY OF THE COMPANY,
                    THE MANAGED SUBSIDIARIES AND THE MANAGER

            Each Party represents to the others that it is duly authorized with
full power and authority to execute, deliver and perform this Agreement. The
Company and each Managed Subsidiary represents that the engagement of the
Manager has been duly authorized by the Company and each Managed Subsidiary and
is in accordance with all governing documents of the Company and each Managed
Subsidiary.



                                   ARTICLE VII

                                 MANAGEMENT FEES

            For the services provided and the expenses assumed pursuant to this
Agreement, the Company and the Managed Subsidiaries will pay the Manager, and
the Manager agrees to accept as full compensation therefor, the fees set forth
in this Article VII.


            Section 7.1 Structuring Fee. Within five Business Days of the
Commencement Date, the Company and the Managed Subsidiaries will pay the Manager
in cash a fee (the "STRUCTURING FEE") in the total amount of USD8,000,000. The
Structuring Fee will be allocated between the Company and the Managed
Subsidiaries in accordance with the Company's corporate allocation policy and
otherwise in accordance with GAAP.


            Section 7.2  Base Management Fees.  (a)  The Manager is
entitled to receive a Base Management Fee in respect of each Fiscal Quarter.

            (b) The Base Management Fee for a Fiscal Quarter is to be calculated
by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter
and notice of such


                                       22
<PAGE>
Base Management Fee calculation shall be provided to the Company and the
Compensation Committee within 20 Business Days after that Fiscal Quarter End
Date.

            (c) The Base Management Fee calculated pursuant to Section 7.2(b)
above will be allocated between the Company and the Managed Subsidiaries in
accordance with the Company's corporate allocation policy and otherwise in
accordance with GAAP.

            (d) The Base Management Fee to which the Manager is entitled under
this Section 7.2 is payable in cash by the Company and the Managed Subsidiaries
(in accordance with the allocation pursuant to Section 7.2(c) above) to the
Manager within 10 Business Days of receipt by the Company of notification
pursuant to Section 7.2(b), subject to Section 7.2(e).

            (e) The Manager has the right but not the obligation to invest all
or a portion of the Base Management Fee to which the Manager is entitled under
this Section 7.2 in Trust Stock.

            (i) If the Manager determines to invest all or any portion of its
      Base Management Fee with respect to a Fiscal Quarter in Trust Stock, the
      Manager shall be entitled to purchase, upon payment, that number of shares
      of Trust Stock equal to such amount of the Base Management Fee divided by
      the volume weighted average trading price of a share of Trust Stock during
      the Share Price Period beginning after the relevant Fiscal Quarter.

            (ii) In the event the Manager determines to invest all or any
      portion of its Base Management Fee in Trust Stock, it shall notify the
      Company and the Compensation Committee at the time of the notification
      pursuant to Section 7.2(b) and the Trust Stock shall be issued to the
      Manager on the Business Day immediately following the last day of the
      relevant Share Price Period. The Manager may apply amounts owing to it
      pursuant to this Section 7.2 against amounts payable by the Manager in
      relation to the subscription for Trust Stock.

            Section 7.3  Performance Fee.  (a)  The Manager shall be
entitled to receive the applicable Performance Fee, if any, in respect of
each Fiscal Quarter.

            (b) The Performance Fee, Performance Test Return and Performance
Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as
of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of
such Performance Fee, Performance Test Return and Performance Test Benchmark
Return, including the calculation thereof, shall be provided to the Company and
the Compensation Committee within 20 Business Days after that Fiscal Quarter End
Date.

            (c) The Performance Fee calculated pursuant to Section 7.3(b) above
will be allocated between the Company and the Managed Subsidiaries in accordance
with the Company's corporate allocation policy and otherwise in accordance with
GAAP.

            (d) The Performance Fee, if any, to which the Manager is entitled
under this clause is payable in cash by the Company and the Managed Subsidiaries
(in accordance with the allocation pursuant to Section 7.3(c) above) to the
Manager within 10 Business Days of receipt by the Company of notification
pursuant to Section 7.3(b), subject to Section 7.3(e).


                                       23
<PAGE>
            (e) The Manager has the right but not the obligation to invest all
or a portion of the Performance Fee to which the Manager is entitled under this
Section 7.3 in Trust Stock.

            (i) If the Manager determines to invest all or any portion of its
      Performance Fee with respect to a Fiscal Quarter in Trust Stock, the
      Manager shall be entitled to purchase, upon payment, that number of shares
      of Trust Stock equal to such amount of the Performance Fee divided by the
      volume weighted average trading price of a share of Trust Stock during the
      Share Price Period beginning after the relevant Fiscal Quarter End Date.

            (ii) In the event the Manager determines to invest all or any
      portion of its Performance Fee in Trust Stock, it shall notify the Company
      and the Compensation Committee at the time of the notification pursuant to
      Section 7.3(b) and the Trust Stock shall be issued to the Manager on the
      Business Day immediately following the last day of the relevant Share
      Price Period. The Manager may apply amounts owing pursuant to this Section
      7.3 against amounts payable by the Manager in relation to the subscription
      for Trust Stock.

            (f) The Manager will notify the Company and the Compensation
Committee of the Net Equity Value, Foreign Net Equity Value and US Net Equity
Value, and the calculations thereof, to be applied in the calculation of the
Performance Fees payable in the then current Fiscal Quarter within 30 Business
Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter or,
in the case of the initial Fiscal Quarter, within 30 Business Days of the
Commencement Date.

            (g) The Manager will notify the Company and the Compensation
Committee of the Additional Offering Foreign Net Equity Value and Additional
Offering US Net Equity Value, and the calculations thereof, to be applied in the
calculation of the Performance Fees payable in the then current Fiscal Quarter
within 30 Business Days of the first day of trading of the relevant Additional
Offering.

            Section 7.4 Registration Rights. On the Commencement Date, the
Company and the Manager will enter into a registration rights agreement whereby
the Company shall undertake to register with the Securities and Exchange
Commission the offer and resale of any shares of Trust Stock purchased by the
Manager, including shares of Trust Stock purchased as the Initial Investment
pursuant to Section 2.2 and shares of Trust Stock purchased pursuant to this
Article VII.

            Section 7.5 Ability to Issue Trust Stock. The Company will, and will
cause the Trust to, at all times have reserved a sufficient number of LLC
Interests and shares of Trust Stock, respectively, to enable the Manager to
invest all reasonably foreseeable fees received in shares of Trust Stock.


                                       24
<PAGE>
                                  ARTICLE VIII

                      SECONDMENT OF OFFICERS BY THE MANAGER

            Section 8.1 Secondment of CEO and CFO. The Manager will arrange for
the secondment to the Company on a wholly dedicated basis of individuals
acceptable to the Company's Board of Directors to serve as Chief Executive
Officer and Chief Financial Officer. The Company's Board of Directors will elect
the seconded Chief Executive Officer and Chief Financial Officer as Officers of
the Company in accordance with the terms of the LLC Agreement.

            Section 8.2 Remuneration of CEO and CFO. (a) The Chief Executive
Officer and Chief Financial Officer seconded to the Company pursuant to this
Article VIII will, at all times, remain employees of, and be remunerated by, the
Manager or a Macquarie Affiliate. The services performed by the Chief Executive
Officer and the Chief Financial Officer will be provided at the cost of the
Manager or a Macquarie Affiliate.

            (b) In establishing the level of remuneration for each of the Chief
Executive Officer and the Chief Financial Officer, the Manager or a Macquarie
Affiliate will reflect the following considerations:

            (i)   the standard remuneration guidelines as adopted by the
      Manager or a Macquarie Affiliate from time to time;

            (ii) assessment by the Manager or a Macquarie Affiliate of the
      respective individual's performance, the Manager's performance and the
      performance, financial or otherwise, of the Company and its Subsidiaries;
      and

            (iii) assessment by the Board of Directors of the Company of the
      respective individual's performance and the performance of the Manager.

            (c) The Manager will disclose the amount of remuneration of the
Chief Executive Officer and Chief Financial Officer to the Board of Directors of
the Company to the extent required for the Company to comply with the
requirements of applicable law, including the Rules and Regulations.

            Section 8.3 Secondment of Additional Officers. The Manager and the
Board of Directors of the Company may agree from time to time that the Manager
will second to the Company one or more additional individuals to serve as
officers of the Company, upon such terms as the Manager and the Board of
Directors of the Company may mutually agree. Any such individuals will have such
titles and fulfill such functions as the Manager and the Company may mutually
agree.

            Section 8.4 Removal of Seconded Officers. The Board of Directors of
the Company, after due consultation with the Manager, may at any time request
that the Manager replace any individual seconded to the Company as provided in
this Article VIII and the Manager shall, as promptly as practicable, replace any
individual with respect to whom the Board of Directors shall have made its
request.



                                       25
<PAGE>
            Section 8.5 Indemnification. The Company shall grant rights to
indemnification, and rights to be paid by the Company the expenses incurred in
defending any proceeding in advance of its final disposition, to any individuals
seconded to the Company as provided in this Article VIII in their respective
capacities and in each case to the fullest extent of the provisions of the LLC
Agreement.



                                   ARTICLE IX

                              EXPENSE REIMBURSEMENT

            Section 9.1 Company Expenses. The Company and the Managed
Subsidiaries agree, jointly and severally, to indemnify and reimburse the
Manager for, or pay on demand, all Costs incurred in relation to the proper
performance of its powers and duties under this Agreement or in relation to the
administration or management of the Company. All Costs incurred by the Manager
to be reimbursed hereunder shall be included in the annual budget for the
Company to be approved by the Company's Board of Directors and shall be subject
to review and approval by the Audit Committee of the Board of Directors of the
Company. This includes, but is not limited to, Costs incurred by the Manager
with respect to:

            (a)   the performance by the Manager of its obligations under
      this Agreement;

            (b)   all fees required to be paid to the Securities and
      Exchange Commission;

            (c) the acquisition, disposition, insurance, custody and any other
      transaction in connection with assets of the Company or any Managed
      Subsidiary, provided that no reimbursement will be made except for Costs
      that have been authorized by the Company and the relevant Managed
      Subsidiary;

            (d) any proposed acquisition, disposition or other transaction in
      connection with an investment provided that no reimbursement will be made
      except for Costs that have been authorized by the Company and the relevant
      Managed Subsidiary;

            (e) the administration or management of the Company, the Managed
      Subsidiaries and the Business, including travel and accommodation expenses
      and all expenses of the relevant Boards of Directors and committees
      thereof, including Director compensation and out of pocket reimbursement.
      The Manager appointed member of the Company's Board of Directors shall
      only receive out of pocket reimbursement for Board participation;

            (f) financing arrangements on behalf of the Company or any Managed
      Subsidiary or guarantees in connection with the Company or any Managed
      Subsidiary, including hedging Costs;

            (g)   stock exchange listing fees;


                                       26
<PAGE>
            (h) underwriting of any offer and sale of Trust Stock, including
      underwriting fees, handling fees, costs and expenses, amounts payable
      under indemnification or reimbursement provisions in the underwriting
      agreement and any amounts becoming payable in respect of any breach (other
      than for negligence, fraud or breach of duty) by the Manager of its
      obligations, representations or warranties (if any) under any such
      underwriting agreement;

            (i) convening and holding meetings of holders of Trust Stock,
      Members or shareholders, as the case may be, the implementation of any
      resolutions and communications with holders of Trust Stock or Members or
      shareholders, as the case may be, and attending any meetings of
      shareholders, Members, Boards of Directors or committees of the Company or
      the Managed Subsidiaries;

            (j) Taxes incurred by the Manager on behalf of the Company or any
      Subsidiary (including any amount charged by a supplier of goods or
      services or both to the Manager by way of or as a reimbursement for value
      added taxes) and financial institution fees;

            (k) the engagement of agents (including real estate agents and
      managing agents), valuers, contractors and advisers (including accounting,
      financial, tax and legal advisers) whether or not the agents, valuers,
      contractors or advisers are associates of the Manager;

            (l)   engagement of auditors for the preparation and audit of
      financial statements and tax returns of the Company and the Managed
      Subsidiaries;

            (m)    termination of this Agreement and the retirement or
      removal of the Manager and the appointment of a replacement;

            (n) any court proceedings, arbitration or other dispute concerning
      the Company or any of the Managed Subsidiaries, including proceedings
      against the Manager, except to the extent that the Manager is found by a
      court to have acted with gross negligence, willful misconduct, bad faith
      or reckless disregard of its duties in carrying out its obligations under
      this Agreement, or engaged in fraudulent or dishonest acts, in which case
      any expenses paid or reimbursed under this Section 9.1(n) must be repaid;

            (o)   advertising Costs of the Company or any of the Managed
      Subsidiaries generally;

            (p)   any Costs related to promoting the Company, including
      Costs associated with investor relations activities; and

            (q)   complying with any other applicable law or regulation.


                                       27
<PAGE>
                                    ARTICLE X

                     RESIGNATION AND REMOVAL OF THE MANAGER

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

            (b)   If there is a Delisting Event , then

            (i) (A) any proceeds from the sale, lease or exchange of assets of
      the Company or any of its Subsidiaries in excess of 15% of the Value of
      the Trust as calculated by multiplying the price stated in (i) in the
      definition of Termination Fee by the aggregate number of shares of Trust
      Stock issued and outstanding, other than treasury shares on the date of
      the Delisting Event shall be reinvested in new assets of the Company
      within six months of the related sale date without the prior written
      approval of the Manager;

                  (B) neither the Company nor any of its Subsidiaries shall
            incur any new indebtedness and neither the Company nor any of its
            Subsidiaries shall engage in any transactions with the shareholders
            of the Company or Affiliates of shareholders of the Company without
            the prior written approval of the Manager; and

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

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

            (iii) the Manager may elect to terminate the Agreement upon 30 days'
      written notice and be paid the Termination Fee within 45 days of such
      notice.

            Section 10.2 Removal of the Manager. (a) The Manager's appointment
and this Agreement may be terminated upon notice of the Board of Directors of
the Company only if:

            (i) the Performance Test Return (as calculated by the Manager and
      approved by the Compensation Committee as of a Fiscal Quarter End Date
      (which approval shall not be unreasonably withheld, delayed or
      conditioned)) is both:

                  (A) less than the number calculated by:

                        i)    multiplying the Performance Test Benchmark Return
                              (as calculated by the Manager and approved by the
                              Compensation Committee as of such Fiscal Quarter
                              End Date (which approval shall not be unreasonably
                              withheld,


                                       28
<PAGE>
                              delayed or conditioned)) by 0.7 if such
                              Performance Test Benchmark Return is greater than
                              0 or

                        ii)   multiplying the Performance Test Benchmark Return
                              (as calculated by the Manager and approved by the
                              Compensation Committee as of such Fiscal Quarter
                              End Date) by 1.3 if such Performance Test
                              Benchmark Return is less than 0; and

                  (B) less than the number calculated by subtracting 0.025 (2.5
            percent) from the Performance Test Benchmark Return (as calculated
            by the Manager and approved by the Compensation Committee as of such
            Fiscal Quarter End Date (which approval shall not be unreasonably
            withheld, delayed or conditioned))

      in 16 out of 20 consecutive Fiscal Quarters prior to and including the
      most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of
      Trust Stock, excluding from such calculation any Trust Stock owned by the
      Manager or any Macquarie Affiliate, vote to remove the Manager;

            (ii)  the Manager pursuant to or within the meaning of any
      Bankruptcy Law:

                         (A)  commences a voluntary case;

                         (B)  consents to the entry of an order for relief
                   against it in an involuntary case;

                         (C)  consents to the appointment of a Custodian
                   of it or for all or substantially all of its property; or

                         (D)  makes a general assignment for the benefit
                   of its creditors;

            (iii) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                        (A)   is for relief against the Manager in an
                  involuntary case;

                        (B)   appoints a Custodian of the Manager or for
                  all or substantially all of its property; or

                        (C)   orders the liquidation of the Manager;

      and the order or decree remains unstayed and in effect for 90 days;

            (iv) the Manager is in material breach of its obligations under this
      Agreement and such breach continues for a period of 60 days after notice
      thereof is given; or


                                       29
<PAGE>
            (v) the Manager shall have (A) acted with gross negligence, willful
      misconduct, bad faith or reckless disregard of its duties in carrying out
      its obligations under this Agreement or (B) engaged in fraudulent or
      dishonest acts.

            (b) If the Manager's appointment is terminated pursuant to this
Section 10.2, all directors, executives, employees, representatives, secondees,
assignees and delegates of the Manager and its Affiliates within ISF who are
performing the services that are the subject of this Agreement will cease work
at the date of the Manager's termination or at any other time as determined by
the Manager.

            Section 10.3 Withdrawal of Branding. Upon termination of this
Agreement pursuant to Sections 10.1(a), 10.1(b) and within 30 days of
termination pursuant to Section 10.2, the Company and the Managed Subsidiaries
will cease to use, and will cause their Subsidiaries to cease to use, the
Macquarie brand entirely including (without limitation) changing their
respective names, and causing the Trust to change its name, to remove any
reference to "Macquarie" or the "Macquarie Group, provided that, to the extent
the Board of Directors of the Company deems it necessary or advisable, the
Trust, the Company and the Managed Subsidiaries may use "Macquarie" when
referencing their previous names.

            Section 10.4 Resignation of the Chairman and the Seconded Officers.
Upon the termination of this Agreement, each of the Chairman, his or her
alternate, the Chief Executive Officer, the Chief Financial Officer and any
other individuals seconded to the Company pursuant to Article VIII shall resign
his or her respective position with the Company.

            Section 10.5 Directions. After a written notice of termination has
been given under this Article X, the Company may direct the Manager to undertake
any actions necessary to transfer any aspect of the ownership or control of the
assets of the Company to the Company or to any nominee of the Company and to do
all other things necessary to bring the appointment of the Manager to an end,
and the Manager will comply with all such reasonable directions. In addition,
the Manager must at the Company's expense deliver to new management or the
Company any books or records held by the Manager under this Agreement and must
execute and deliver such instruments and do such things as may reasonably be
required to permit new management of the Company to effectively assume its
responsibilities.



                                   ARTICLE XI

                                    INDEMNITY

            Section 11.1 Indemnification of Manager. The Company and each
Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any
controlling person of the Manager, and each of their respective directors,
officers, employees, agents, Affiliates and representatives (each, an
"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses,
(including lost profits) claims, damages, expenses or liabilities, joint or
several (collectively, "LIABILITIES"), to which the Indemnified Parties may
become liable, directly or indirectly, arising out of, or relating to, this
Agreement, unless it is finally judicially determined that the Liabilities
resulted from the gross negligence, willful misconduct, bad faith or reckless


                                       30
<PAGE>
disregard of duty of any Indemnified Party or fraudulent or dishonest acts of
such Indemnified Party. The Company and the Managed Subsidiaries further agree
to reimburse each Indemnified Party immediately upon request for all expenses
(including reasonable attorneys' fees and expenses) as they are incurred in
connection with the investigation of, preparation for, defense of, or providing
evidence in any action, claim, suit, proceeding or investigation, directly or
indirectly, arising out of, or relating to, this Agreement or the Manager's
services hereunder, whether or not pending or threatened and whether or not any
Indemnified Party is a party to such proceeding. The Company and the Managed
Subsidiaries also agree that no Indemnified Party shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company,
the Managed Subsidiaries, or any person asserting claims on behalf of or in
right of the Company or the Managed Subsidiaries, directly or indirectly,
arising out of, or relating to, this Agreement or the Manager's services
thereunder, unless it is finally judicially determined that such Liability
resulted from the gross negligence, willful misconduct, bad faith or reckless
disregard of duty of such Indemnified Party or fraudulent or dishonest acts of
such Indemnified Party. Moreover, in no event, regardless of the legal theory
advanced, shall any Indemnified Party be liable to the Company, the Managed
Subsidiaries, or any person asserting claims on behalf of or in the right of the
Company or the Managed Subsidiaries for any consequential, indirect, incidental
or special damages of any nature. In the event that an Indemnified Party is
requested or required to appear as a witness in any action brought by or on
behalf of or against the Company or the Managed Subsidiaries or any Affiliate of
the Company or the Managed Subsidiaries in which such Indemnified Party is not
named as a defendant, the Company and the Managed Subsidiaries agree to
reimburse the Manager for all expenses incurred by it in connection with such
Indemnified Party's appearing and preparing to appear as such a witness,
including, without limitation, the reasonable fees and disbursements of its
legal counsel.

            The Company and the Managed Subsidiaries agree that, without the
Manager's prior written consent, they will not settle, compromise or consent to
the entry of any judgment in or otherwise seek to terminate any claim, action,
suit, proceeding or investigation in respect of which indemnification could be
sought hereunder (whether or not the Manager or any other Indemnified Party is
an actual or potential party to such claim, action, suit, proceeding or
investigation), unless (a) such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Party from any liabilities
arising out of such claim action, suit, proceeding or investigation and (b) the
parties agree that the terms of such settlement shall remain confidential.

            Section 11.2 Indemnification of Company. The Manager agrees to
indemnify the Company and the Trust and hold each of them harmless against any
Liabilities to the same extent as the foregoing indemnity from the Company and
the Managed Subsidiaries to the Manager, but only insofar as it is finally
judicially determined that the Liabilities arose out of or were based on the
gross negligence, willful misconduct, bad faith or reckless disregard of duty of
the Manager in the performance of its duties under this Agreement or its
fraudulent or dishonest acts.

            Section 11.3 Indemnification. The rights of the Indemnified Parties
referred to above shall be in addition to any rights that any Indemnified Party
may otherwise have. The indemnities referred to in this Article XI survive the
termination of this Agreement.


                                       31
<PAGE>
                                   ARTICLE XII

                     LIMITATION OF LIABILITY OF THE MANAGER

            Section 12.1 Limitation of Liability. The Manager shall not be
liable for, and the Company and the Managed Subsidiaries will not take any
action against the Manager to hold the Manager liable for, any error of judgment
or mistake of law or for any loss suffered by the Company and the Managed
Subsidiaries (including, without limitation, by reason of the purchase, sale or
retention of any security) in connection with the performance of the Manager's
duties under this Agreement, except for a loss resulting from gross negligence,
willful misconduct or bad faith on the part of the Manager in the performance of
its duties under this Agreement, or by reason of its reckless disregard of its
obligations and duties under this Agreement or its fraudulent or dishonest acts.

            Section 12.2  Manager May Rely.  The Manager may take and may act
upon:

            (a) the opinion or advice of legal counsel, which may be in-house
      counsel to the Company or the Manager, any U.S.-based law firm of
      recognized standing, or other legal counsel reasonably acceptable to the
      Board of Directors of the Company, in relation to the interpretation of
      this Agreement or any other document (whether statutory or otherwise) or
      generally in connection with the Company;

            (b) advice, opinions, statements or information from bankers,
      accountants, auditors, valuation consultants and other persons consulted
      by the Manager who are in each case believed by the Manager in good faith
      to be expert in relation to the matters upon which they are consulted;

            (c) a document which the Manager believes in good faith to be the
      original or a copy of an appointment by a Member in respect of an LLC
      Interest or holder of a Trust Certificate in respect of a share of Trust
      Stock of a person to act as their agent for any purpose connected with the
      Company; and

            (d)   any other document provided to the Manager in connection
      with the Company upon which it is reasonable for the Manager to rely;

and the Manager will not be liable for anything done, suffered or omitted by it
in good faith in reliance upon such opinion, advice, statement, information or
document.



                                  ARTICLE XIII

                                  LEGAL ACTIONS

            Section 13.1 Third Party Claims. (a) The Manager will notify the
Company promptly of any claim made by any third Party in relation to the assets
of the Company and will send to the Company any notice, claim, summons or writ
served on the Manager concerning the Company.


                                       32
<PAGE>
            (b) The Manager will not without the express written consent of the
Board of Directors of the Company purport to accept any claims or liabilities of
which it receives notification pursuant to Section 13.1(a) above on behalf of
the Company or any Managed Subsidiaries or make any settlement or compromise
with any third Party in respect of the Company.


                                   ARTICLE XIV

                                  MISCELLANEOUS

            Section 14.1 Obligation of Good Faith; No Fiduciary Duties. The
Manager must perform its duties under this Agreement in good faith and for the
benefit of the Company. The relationship of the Manager to the Company and the
Managed Subsidiaries is as an independent contractor and nothing in this
Agreement shall be construed to impose on the Manager an express or implied
fiduciary duty.

            Section 14.2 Compliance. (a) The Manager must (and must ensure that
each of its officers and agents) comply with any law, including the Rules and
Regulations and the NYSE Rules, to the extent that it concerns the functions of
the Manager under this Agreement.

            (b) The Manager must maintain management systems, policies,
procedures and internal contracts that reasonably ensure that the Manager
observes its duties and obligations under this Agreement.

            Section 14.3 Effect of Termination. Termination of this Agreement
shall not affect (i) the right of the Manager to receive payments on any unpaid
balance of the compensation described in Article VII hereof earned prior to such
termination and for any additional period during which the Manager serves as
such for the Company or the Managed Subsidiaries or to receive reimbursement of
expenses pursuant to Article IX hereof, in each case subject to applicable law
or (ii) the obligations of the parties hereto under Sections 10.3 and 10.5.

            Section 14.4 Notices. Any notice under this Agreement shall be
sufficient in all respects if given in writing and delivered by commercial
courier providing proof of delivery or sent by facsimile and addressed as
follows or addressed to such other person or address as such Party may designate
in writing for receipt of such notice.

            If to the Company or the Managed Subsidiaries:

                  600 Fifth Avenue, 21st Floor
                  New York, New York, 10020
                  Facsimile:  (212) 581-8037
                  Attention:  David Mitchell


                                       33
<PAGE>
                  If to the Manager:

                  Macquarie Infrastructure Management (USA) Inc.
                  600 Fifth Avenue, 21st Floor
                  New York, New York, 10020
                  Facsimile:  (212) 581-8037
                  Attention:  David Mitchell


            Section 14.5 Captions. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the Parties
hereto and their respective successors.

            Section 14.6  Applicable Law.  This Agreement shall be construed in
accordance with the laws of the State of New York.

            Section 14.7 Amendment. This Agreement may only be amended, or its
provisions modified or waived, in a writing signed by the Party against which
such amendment, modification or waiver is sought to be enforced.

            Section 14.8 Severability. Each provision of this Agreement is
intended to be severable from the others so that if, any provision or term
hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remaining provisions and terms
hereof, provided, however, that the provisions governing payment of the
Management Fee described in Article VII hereof are not severable.

            Section 14.9 Entire Agreement. This Agreement constitutes the sole
and entire agreement of the Parties with regards to the subject matter of this
Agreement. Any written or oral agreements, statements, promises, negotiations or
representations not expressly set forth in this Agreement are of no force and
effect.


                                       34
<PAGE>
            IN WITNESS WHEREOF, the Company, the Managed Subsidiaries and the
Manager have caused this Agreement to be executed as of the day and year first
above written.

MACQUARIE INFRASTRUCTURE                  MACQUARIE INFRASTRUCTURE
     COMPANY LLC                            MANAGEMENT (USA) INC.


By: ________________________________      By:_______________________________

    Name: __________________________         Name:__________________________

    Title: _________________________         Title:_________________________



MACQUARIE INFRASTRUCTURE COMPANY INC.


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


MACQUARIE YORKSHIRE LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


SOUTH EAST WATER LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


COMMUNICATIONS INFRASTRUCTURE LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________
<PAGE>
                                   SCHEDULE I

                               PRIORITY PROTOCOL


The Company has first priority ahead of all current and future entities managed
by the Manager or managed by subsidiaries of Macquarie Bank Limited within ISF
in each of the following infrastructure acquisition opportunities that are
within the United States:

 -   airport fixed base operations,
 -   district energy,
 -   airport parking and
 -   User Pays Assets, Contracted Assets and Regulated Assets that represent
     an investment of greater than AUD 40 million, subject to the Existing
     Qualifications set forth below:.

The above priority of the Company in User Pays Assets, Contracted Assets and
Regulated Assets is subject to the following (collectively, the "EXISTING
QUALIFICATIONS"):

   Roads:                                The Company has second priority after
                                         Macquarie Infrastructure Group.

   Airport Ownership:                    The Company has second priority after
                                         Macquarie Airports (consisting of
                                         Macquarie Airports Group (MAG) and
                                         Macquarie Airports (MAp)).

   Communications:                       The Company has second priority after
                                         Macquarie Communications
                                         Infrastructure Group.

   Regulated Assets (including, but not  The Company has second priority after
   limited to, electricity and gas       Macquarie Essential Assets Partnership
   transmission and distribution water   (MEAP) until such time as MEAP has and
   services):                            invested a further CAD 45 million in
                                         the United States.  Thereafter, the
                                         Company will have first priority.

The Company has first priority ahead of all current and future entities managed
by the Manager or its Affiliates in all investment opportunities originated by a
party other than the Manager or Affiliates of the Manager where such party
offers the opportunity exclusively to the Company and not to any other entity
under the management of the Manager or its Affiliates within ISF.