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                                                                    EXHIBIT 10.2


                          -----------------------------

                                     FORM OF

                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                      MACQUARIE INFRASTRUCTURE COMPANY LLC,

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                       AND

                 MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.


                              Dated as of [-], 2004

                          -----------------------------

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            This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
[-], 2004, is among Macquarie Infrastructure Company LLC, a Delaware limited
liability company (the "LLC"), Macquarie Infrastructure Company Trust, a
Delaware statutory trust (the "Trust" and, together with the LLC, the
"Company"), and Macquarie Infrastructure Management (USA) Inc., a Delaware
corporation (the "Manager"), and a holder of Trust Stock (as defined below).

                                    RECITALS

            WHEREAS, the Company has resolved to issue and sell in an
underwritten registered initial public offering up to a determined number of
shares representing beneficial interests in the Trust;

            WHEREAS, pursuant to the terms of a Management Services Agreement
(the "Management Services Agreement") dated as of the date hereof among the
Manager, the LLC, Macquarie Infrastructure Company Inc. and certain directly
wholly owned subsidiaries of the LLC (each, a "Managed Subsidiary" and,
together, the "Managed Subsidiaries"), the LLC and each Managed Subsidiary have
agreed to appoint the Manager to manage their business and affairs as therein
described;

            WHEREAS, the Manager has agreed to purchase from the LLC, in a
separate private placement closing concurrently with the Offering (defined
below), a number of shares of Trust Stock having an aggregate purchase price of
$35 million, at a per share price equal to the initial public offering price
(the "Initial Investment");

            WHEREAS, pursuant to the terms of the Management Services Agreement,
the Manager has the right but not the obligation to invest all or a portion of
the management fees it receives from the LLC and the Managed Subsidiaries, from
time to time, in Trust Stock in accordance with the terms therein (each, a
"Management Fee Investment" and, together, the "Management Fee Investments");

            WHEREAS, as a condition to the Manager's obligation to purchase
shares of Trust Stock in the Initial Investment, the Company has agreed to enter
into this Agreement;

            WHEREAS, the Company desires to provide the Manager with the rights
set forth herein in order to induce the Manager to make Management Fee
Investments; and

            WHEREAS, the parties hereto desire to enter into this Agreement with
respect to certain rights and obligations of the Manager in connection with its
ownership of the Trust Stock.

            NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties agree as follows:


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                                    SECTION 1
                                   DEFINITIONS

            1.1 Definitions.

            The following terms, when used in this Agreement, shall, except
where the context otherwise requires, have the following meanings (such
definitions to be equally applicable to the singular and plural forms thereof):

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

            "Commission" means the Securities and Exchange Commission.

            "Company Registration Statement" shall have the meaning set forth in
Section 3.1.

            "Deferral Notice" shall have the meaning set forth in Section 4.2.

            "Effective Period" means, with respect to a Registration Statement,
the period commencing from the time such Registration Statement becomes or is
declared effective until all Registrable Shares registered under such
Registration Statement shall have been sold pursuant thereto or shall have
otherwise ceased to be Registrable Shares.

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

            "Initial Investment" shall have the meaning set forth in the
Recitals hereto.

            "LLC Agreement" means the Amended and Restated Operating Agreement
of Macquarie Infrastructure Company LLC dated as of the date hereof.

            "LLC Interest" means a limited liability company interest in the
Company with the terms specified in the LLC Agreement.

            "Managed Subsidiary" shall have the meaning set forth in the
Recitals hereto.

            "Management Fee Investment" shall have the meaning set forth in the
Recitals hereto.

            "Management Services Agreement" shall have the meaning set forth in
the Recitals hereto.

            "Material Event" shall have the meaning set forth in Section
4.1(iv).

            "NASD" means the National Association of Securities Dealers, Inc.

            "Notice and Questionnaire" shall have the meaning set forth in
Section 2.3.


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            "Offering" means the initial public offering of the Trust Stock by
the Company.

            "Person" means any natural person, corporation, firm, partnership,
association, government, governmental agency or other entity, whether acting in
an individual, fiduciary or other capacity.

            "Prospectus" means the prospectus included in any Shelf Registration
Statement filed in accordance with Section 2 or a Company Registration Statement
described in Section 3, as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such Prospectus.

            "Public Offering" means the closing of a firm commitment,
underwritten registered public offering of the Trust Stock (following the
Offering and other than an offering covered by a registration statement relating
solely to a sale of securities of the Company pursuant to a stock purchase or
other equity plan or a transaction within the scope of Rule 145 promulgated
under the Securities Act).

            "Registrable Shares" means (i) at any time from and after the date
that is the first anniversary of the closing of the Offering, 50% of all shares
of Trust Stock purchased by the Manager as the Initial Investment, (ii) at any
time from and after the third anniversary of such closing, the balance of such
shares of Trust Stock purchased by the Manager as the Initial Investment, and
(iii) at any time from and after the date that is the first anniversary of the
closing of the Offering, the number of shares of Trust Stock purchased by the
Manager in connection with Management Fee Investments; provided, however, that
Registrable Shares shall not include any shares of Trust Stock which have been
sold to the public either pursuant to a registration statement or Rule 144 or
which have been sold in a private transaction in which the transferor's rights
under this Agreement were not assigned.

            "Registration Statement" means any Shelf Registration Statement or
any Company Registration Statement.

            "Registration Expenses" shall have the meaning set forth in Section
6.

            "Rule 144" means Rule 144 promulgated under the Securities Act.

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

            "Shelf Registration Statement" means any of the shelf registration
statements referred to in Section 2.1, as amended or supplemented by any
amendment or supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in each such Shelf Registration Statement.

            "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


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Stock" or "Shares of Trust Stock" shall automatically be deemed to refer to LLC
Interests upon such exchange.

            Other terms defined herein shall have the meanings assigned to them
herein and capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Management Services Agreement.

                                    SECTION 2
                      REGISTRATION UNDER THE SECURITIES ACT

            2.1 The Company agrees to file under the Securities Act, as soon as
reasonably possible after the first anniversary of the closing of the Offering,
a Shelf Registration Statement (the "Initial Shelf Registration Statement")
providing for the registration, and the sale on a continuous or delayed basis
(including through brokers and dealers) by the Manager, of the Registrable
Shares it owns on such filing date, pursuant to Rule 415 or any similar rule
that may be adopted by the Commission. The Company agrees to use its best
efforts to cause the Initial Shelf Registration Statement to become or be
declared effective as soon as reasonably possible after the filing of the
Initial Shelf Registration Statement and to keep the Initial Shelf Registration
Statement continuously effective throughout the Effective Period subject to
Section 4.2.

            For so long as the Manager holds Registrable Shares or can be
reasonably foreseen to acquire Registrable Shares pursuant to future Management
Fee Investments that have not been previously registered pursuant hereto. The
Company agrees, upon request of the Manager, to use its best efforts to file one
or more subsequent Shelf Registration Statements (each, a "Subsequent Shelf
Registration Statement")(which may include Registrable Securities covered by a
prior Shelf Registration Statement) providing for the registration, and the sale
on a continuous or delayed basis (including through brokers and dealers) by the
Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar
rule that may be adopted by the Commission; provided, however, that the Company
shall not be obligated to file more than four (4) such subsequent Shelf
Registration Statements in any 12-month period. The Company agrees to use its
best efforts to cause each Subsequent Shelf Registration Statement to become or
be declared effective as soon as reasonably possible after the filing of the
Subsequent Shelf Registration Statement and to keep the Subsequent Shelf
Registration Statement continuously effective throughout the Effective Period
subject to Section 4.2.

            The Manager shall be named as a selling security holder in such
Shelf Registration Statement and the related Prospectus in such a manner as to
permit the Manager to deliver such Prospectus to purchasers of Registrable
Shares in accordance with applicable law.

            2.2 The Company further agrees that it shall cause each Shelf
Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of such Shelf Registration
Statement or such amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act; and (ii) not to
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein (in the case of the related four


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Prospectuses, in the light of the circumstances under which they were made) not
misleading. If any Shelf Registration Statement, as amended or supplemented from
time to time, ceases to be effective for any reason at any time during an
Effective Period (other than because all Registrable Shares registered
thereunder shall have been sold pursuant thereto or shall have otherwise ceased
to be Registrable Shares), the Company shall use its best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof.

            2.3 The Manager agrees that if it wishes to sell Registrable Shares
pursuant to a Shelf Registration Statement and related Prospectus, it will do so
only in accordance with this Section 2.3. The Manager agrees to deliver a Notice
and Questionnaire, a form of which is attached as Schedule 1 to this Agreement
(the "Notice and Questionnaire"), to the Company at least 10 Business Days prior
to the filing of any Shelf Registration Statement.

                                    SECTION 3
                             PIGGYBACK REGISTRATION

            3.1 Right to Piggyback.

            (a) Subject to the terms and conditions hereof, at any time after
the first anniversary of the closing of the Offering, whenever the Company
proposes to register, either for its own account or the account of a security
holder or holders, any shares of Trust Stock under the Securities Act and the
form of registration statement (the "Company Registration Statement") to be
used, may be used for the registration of Registrable Shares (a "Piggyback
Registration"), the Company shall give prompt written notice to the Manager of
the Company's intention to effect such a registration and shall include in the
Company Registration Statement all Registrable Shares with respect to which the
Manager has provided the Company with a written request for inclusion therein
within twenty (20) calendar days after the receipt of the Company's notice.

            (b) Notwithstanding the foregoing, the Company shall not be required
to notify the Manager or include Registrable Shares in any registration (i) on
Form S-1, S-3 or S-8 under the Securities Act or their successor forms relating
solely to stock purchase or other equity plans, (ii) on Form S-4 or successor
forms relating solely to a transaction within the scope of Rule 145, or (iii) on
any other form (other than Form S-1, S-2, S-3, SB-1 or SB-2, or their successor
forms) which does not include substantially the same information as would be
required to be included in a Shelf Registration Statement covering a
registration pursuant to Section 2 above.

            (c) The Company shall have the right to terminate or withdraw any
Company Registration Statement initiated by it under this Section 3 prior to the
effectiveness of such Company Registration Statement, whether or not the Manager
has elected to include securities in such Company Registration Statement.

            3.2 Underwriting.

            If the Company Registration Statement of which the Company gives
notice is for a public offering involving an underwriting, the Company shall so
advise the Manager as a part of the written notice given pursuant to Section
3.1(a). In such event, the right of the Manager to


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be named selling security holder in a Company Registration Statement pursuant to
this Section 3 shall be conditioned upon the Manager's participation in such
underwriting and the inclusion of the Manager's Registrable Shares in the
underwriting to the extent provided herein. The Company and the Manager shall
enter into an underwriting agreement in customary form with the underwriters
selected by the Company.

            3.3 Cutback.

            Notwithstanding any other provision of this Section 3 to the
contrary, if the representative of the underwriters determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriters and the Company may limit the number of Registrable Shares to be
included in the Company Registration Statement and underwriting. In the event of
any such limitation of the number of shares of Trust Stock to be underwritten,
the Company shall so advise the Manager, and the number of shares included in
such Company Registration Statement and underwriting shall be allocated first to
the Company for securities being sold for its own account and thereafter to the
Manager. If the Manager disapproves of the terms of any such underwriting, it
may elect to withdraw therefrom by written notice to the Company and the
underwriter, and such Registrable Shares shall be withdrawn from such Company
Registration Statement.

                                    SECTION 4
                             REGISTRATION PROCEDURES

            The following provisions shall apply to any Shelf Registration
Statement filed pursuant to Section 2 and any Company Registration Statement
filed pursuant to Section 3.

            4.1 The Company shall:

            (i) use its best efforts to prepare and file with the Commission a
      Registration Statement on any form which may be utilized by the Company
      and which shall permit the disposition of the Registrable Shares in
      accordance with the intended method or methods thereof, as specified in
      writing by the Manager, and use its best efforts to cause such
      Registration Statement to become effective in accordance with Section 3.1
      above;

            (ii) before filing any Registration Statement or related Prospectus
      or any amendments or supplements thereto with the Commission, furnish to
      the Manager copies of all such documents proposed to be filed and reflect
      in each such document when so filed with the Commission such comments as
      the Manager reasonably shall propose within five (5) Business Days of the
      delivery of such copies to the Manager;

            (iii) use its best efforts to (A) prepare and file with the
      Commission such amendments and post-effective amendments to any
      Registration Statement and file with the Commission any other required
      document as may be necessary to keep such Registration Statement
      continuously effective until the expiration of the Effective Period,
      subject to Section 4.2, (B) cause the related Prospectus to be
      supplemented by any required Prospectus supplement, and as so supplemented
      to be filed pursuant to Rule 424


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      (or any similar provisions then in force) under the Securities Act, and
      (C) comply with the provisions of the Securities Act applicable to it with
      respect to the disposition of all Registrable Shares covered by a
      Registration Statement during the Effective Period in accordance with the
      intended methods of disposition by the Manager set forth in a Registration
      Statement as so amended or such Prospectus as so supplemented;

            (iv) promptly notify the Manager (A) when each Registration
      Statement or the Prospectus included therein or any amendment or
      supplement to the Prospectus or post-effective amendment has been filed
      with the Commission, and, with respect to each Registration Statement or
      any post-effective amendment, when the same has become effective, (B) of
      any request, following the effectiveness of each Registration Statement,
      by the Commission or any other federal or state governmental authority for
      amendments or supplements to a Registration Statement or related
      Prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of a
      Registration Statement or the initiation or written threat of any
      proceedings for that purpose, (D) of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the
      Registrable Shares for sale in any jurisdiction or the initiation or
      written threat of any proceeding for such purpose, (E) of the occurrence
      of (but not the nature of or details concerning) any event or the
      existence of any fact (a "Material Event") as a result of which any
      Registration Statement shall contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading or any Prospectus
      shall contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading (provided, however, that no notice by the
      Company shall be required pursuant to this clause (E) in the event that
      the Company either promptly files a Prospectus supplement to update the
      Prospectus or a Form 8-K or other appropriate Exchange Act report that is
      incorporated by reference into a Registration Statement, which, in either
      case, contains the requisite information with respect to such Material
      Event that results in such Registration Statement no longer containing any
      untrue statement of material fact or omitting to state a material fact
      necessary to make the statements contained therein not misleading), (F) of
      the determination by the Company that a post-effective amendment to a
      Registration Statement will be filed with the Commission, which notice
      may, at the discretion of the Company (or as required pursuant to Section
      4.2), state that it constitutes a Deferral Notice, in which event the
      provisions of Section 4.2 shall apply or (G) at any time when a Prospectus
      is required to be delivered under the Securities Act, that a Registration
      Statement, Prospectus, Prospectus amendment or supplement or
      post-effective amendment does not conform in all material respects to the
      applicable requirements of the Securities Act and the rules and
      regulations of the Commission thereunder;

            (v) prior to any public offering of the Registrable Shares pursuant
      to a Registration Statement, use best efforts to register or qualify or
      cooperate with the Manager in connection with the registration or
      qualification (or exemption from such registration or qualification) of
      such Registrable Shares for offer and sale under the securities or "blue
      sky" laws of such jurisdictions within the United States as the Manager


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      reasonably requests in writing (which request may be included in the
      Notice and Questionnaire); prior to any public offering of the Registrable
      Shares pursuant to a Registration Statement, use its best efforts to keep
      each such registration or qualification (or exemption therefrom) effective
      during the Effective Period in connection with the Manager's offer and
      sale of Registrable Shares pursuant to such registration or qualification
      (or exemption therefrom) and do any and all other acts or things necessary
      or advisable to enable the disposition in such jurisdictions of such
      Registrable Shares in the manner set forth in the Registration Statement
      and the related Prospectus; provided that the Company will not be required
      to (A) qualify as a foreign corporation or as a dealer in securities in
      any jurisdiction where it would not otherwise be required to qualify but
      for this Agreement, (B) take any action that would subject it to general
      service of process in suits or to taxation in any such jurisdiction where
      it is not then so subject, or (C) become subject to the reporting
      requirements of such jurisdiction;

            (vi) use its best efforts to prevent the issuance of and, if issued,
      to obtain the withdrawal of any order suspending the effectiveness of a
      Registration Statement or any post-effective amendment thereto, and to
      lift any suspension of the qualification of any of the Registrable Shares
      for sale in any jurisdiction in which they have been qualified for sale,
      in each case at the earliest practicable date;

            (vii) upon reasonable notice, for a reasonable period prior to the
      filing of a Registration Statement, and throughout the applicable
      Effective Period, make available at reasonable times at the Company's
      principal place of business or such other reasonable place for inspection
      by a representative of any underwriter, placement agent or counsel
      appointed by the Manager in connection with an underwritten offering, such
      financial and other information and books and records of the Company, and
      cause the officers, directors, trustees and independent certified public
      accountants of the Company to respond to such inquiries, as shall be
      reasonably necessary, in the judgment of the counsel to the Manager, to
      conduct a reasonable "due diligence" investigation; provided, however,
      that each such representative appointed by the Manager in connection with
      an underwritten offering shall be required to maintain in confidence and
      not to disclose to any other person any information or records reasonably
      designated by the Company in writing as being confidential, subject to
      customary exceptions;

            (viii) if reasonably requested by the Manager, promptly incorporate
      in a Prospectus supplement or post-effective amendment to a Registration
      Statement such information as the Manager shall, on the basis of a written
      opinion of nationally recognized counsel experienced in such matters,
      determine to be required to be included therein by applicable law and make
      any required filings of such Prospectus supplement or such post-effective
      amendment; provided that the Company shall not be required to take any
      actions under this Section 4.1(viii) that are not, in the reasonable
      opinion of counsel for the Company, in compliance with applicable law;

            (ix) promptly furnish to the Manager, upon its request and without
      charge, at least one (1) conformed copy of each Registration Statement and
      any amendments thereto, including financial statements but excluding
      schedules, all documents


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      incorporated or deemed to be incorporated therein by reference and all
      exhibits (unless requested in writing to the Company by the Manager); and

            (x) during each Effective Period, deliver to the Manager in
      connection with any sale of Registrable Shares pursuant to a Registration
      Statement, without charge, as many copies of the Prospectus relating to
      such Registrable Shares (including each preliminary Prospectus) and any
      amendment or supplement thereto as the Manager may reasonably request; and
      the Company hereby consents (except during such periods in which a
      Deferral Notice is outstanding and has not been revoked or during any
      period that is not a "trading window" as defined in the Company's Insider
      Trading Policy) to the use of such Prospectus or each amendment or
      supplement thereto by the Manager in connection with any offering and sale
      of the Registrable Shares covered by such Prospectus or any amendment or
      supplement thereto in the manner set forth therein.

            4.2 Upon (i) the issuance by the Commission of a stop order
suspending the effectiveness of a Registration Statement or the initiation of
proceedings with respect to a Registration Statement under Section 8(d) or 8(e)
of the Securities Act or (ii) the occurrence of any event or the existence of
any Material Event as a result of which a Registration Statement shall contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, the Company will (A) in the case of
clause (ii) above, subject to the third sentence of this provision, as promptly
as practicable, prepare and file a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, as thereafter delivered to the purchasers of the Registrable Shares
being sold thereunder, and, in the case of a post-effective amendment to a
Registration Statement, use best efforts to cause it to be declared effective as
promptly as practicable, and (B) in the case of clause (i) and (ii) above, give
notice to the Manager that the availability of a Registration Statement is
suspended (a "Deferral Notice"). Upon receipt of any Deferral Notice, the
Manager agrees not to sell any Registrable Shares pursuant to a Registration
Statement until the Manager's receipt of copies of the supplemented or amended
Prospectus provided for in clause (A) above, or until it is advised in writing
by the Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company will use its best efforts to ensure
that the use of the Prospectus may be resumed (x) in the case of clause (i)
above, as promptly as practicable, (y) in the case of clause (ii) above, as soon
as, in the sole judgment of the Company, public disclosure of such Material
Event would not be prejudicial to or contrary to the interests of the Company
or, if necessary to avoid unreasonable burden or expense, as soon as practicable
thereafter.


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            4.3 The Manager agrees that, upon receipt of any Deferral Notice
from the Company, the Manager shall forthwith discontinue (and cause any
placement or sales agent or underwriters acting on their behalf to discontinue)
the disposition of Registrable Shares pursuant to the Registration Statement
applicable to such Registrable Shares until the Manager (i) shall have received
copies of such amended or supplemented Prospectus and, if so directed by the
Company, the Manager shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in the Manager's possession of
the Prospectus covering such Registrable Shares at the time of receipt of such
notice or (ii) shall have received notice from the Company that the disposition
of Registrable Shares pursuant to the Registration Statement may continue.

            4.4 The Company may require the Manager in connection with the
Registrable Shares as to which any Registration Statement pursuant to Section
2.1 or 3 is being effected to furnish to the Company such information regarding
the Manager and the Manager's intended method of distribution of such
Registrable Shares as the Company may from time to time reasonably request in
writing, but only to the extent that such information is required in order to
comply with the Securities Act. The Manager agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by the Manager to the Company or of the occurrence of any event in
either case as a result of which any Prospectus relating to such Registration
Statement contains or would contain an untrue statement of a material fact
regarding the Manager or the Manager's intended method of disposition of such
Registrable Shares or omits to state any material fact regarding the Manager or
the Manager's intended method of disposition of such Registrable Shares required
to be stated therein or necessary to make the statements therein not misleading,
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that such
Prospectus shall not contain, with respect to the Manager or the disposition of
such Registrable Shares, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading.

            4.5 The Company shall comply with all applicable rules and
regulations of the Commission and timely file such reports pursuant to the
Exchange Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the Securities Act.

            4.6 The Company shall provide CUSIP numbers for all Registrable
Shares covered by a Registration Statement no later than the effective date of
such Registration Statement.

            4.7 The Company and the Manager shall provide such information as is
required for any filings required to be made with the NASD.

            4.8 From the period beginning with the termination of the Management
Services Agreement and ending two years after the last Management Fee
Investment, the Company will not, and will not permit any of its "affiliates"
(as defined in Rule 144) to, resell any of the


                                       11
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Securities that have been reacquired by any of them except pursuant to an
effective registration statement under the Securities Act.

            4.9 The Company shall enter into such customary agreements and take
all such other necessary and lawful actions in connection therewith in order to
expedite or facilitate disposition of such Registrable Shares.

            Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, the Company
shall issue a press release to announce the same.

                                    SECTION 5
                              MANAGER'S OBLIGATIONS

      The Manager agrees, by acquisition of the Registrable Shares, that the
Manager shall not be entitled to sell any of such Registrable Shares pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless the
Manager has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2.3 hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. The Manager agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished by it to the Company not misleading and any other information
regarding the Manager and the distribution of such Registrable Shares as may be
required to be disclosed in a Registration Statement under applicable law or
pursuant to Commission comments. The Manager agrees for so long as the
Management Services Agreement is in effect, to comply with the Company's Insider
Trading Policy. The Manager further agrees not to sell any Registrable Shares
pursuant to a Registration Statement without delivering, or causing to be
delivered, a Prospectus to the purchaser thereof and, within ten (10) Business
Days of a request by the Company, of the amount of Registrable Shares sold
pursuant to any Registration Statement and, in the absence of a response, the
Company may assume that all of the Manager's Registrable Shares were so sold.

                                    SECTION 6
                              REGISTRATION EXPENSES

            The Company agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the Company's
performance of or compliance with this Agreement, including (i) all Commission
and any NASD registration and filing fees and expenses, (ii) all fees and
expenses in connection with the qualification of the Registrable Shares for
offering and sale under the state securities and blue sky laws referred to in
Section 4.1(v) hereof, including reasonable fees and disbursements of one
counsel for the placement agent or underwriters, if any, in connection with such
qualifications, (iii) all expenses relating to the preparation, printing,
distribution and reproduction of a Registration Statement, the related
Prospectus, each amendment or supplement to each of the foregoing, the
certificates representing the Registrable Shares and all other documents
relating hereto, (iv) fees and expenses of the registrar and transfer agent for
the Trust Stock, (v) fees, disbursements and expenses of counsel


                                       12
<PAGE>

and independent certified public accountants of the Company (including the
expenses of any opinions or "cold comfort" letters required by or incident to
such performance and compliance) and (f) reasonable fees, disbursements and
expenses of one counsel for the Manager retained in connection with any
underwritten offering of the Registrable Shares pursuant to a Registration
Statement, as selected by the Manager and reasonably acceptable to the Company
(including the expenses of any opinion), and fees, expenses and disbursements of
any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
the Manager or any placement agent therefor or underwriter thereof, the Company
shall promptly after receipt of a documented request therefor reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or
paid. Notwithstanding the foregoing, the Manager shall pay all placement agent
fees and commissions and underwriting discounts and commissions attributable to
the sale of the Registrable Shares being registered and the fees and
disbursements of any counsel or other advisors or experts retained by the
Manager, other than the counsel and experts specifically referred to above.

                                    SECTION 7
                                 INDEMNIFICATION

            7.1 Indemnification by the Company.

            The Company will indemnify the Manager, each of its officers,
directors and partners, each person controlling the Manager within the meaning
of either the Securities Act of the Exchange Act, each underwriter of public
offerings effected pursuant to this Agreement, if any, and each person who
controls any such underwriter within the meaning of either the Securities Act
and the Exchange Act against all claims, losses, expenses, damages and
liabilities (or actions, proceedings or settlements with respect thereto)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any Registration Statement as originally filed or
in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or
in any Registration Statement, or amendment thereof or supplement thereto, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statement therein not
misleading (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made), or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any
state securities law applicable to the Company or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any such state law and
relating to action or inaction required of the Company in connection with any
such Registration Statement as originally filed or any amendment thereof,
preliminary Prospectus or Prospectus. The Company will reimburse the Manager,
each of its officers, directors and partners, and each person controlling the
Manager, each such underwriter and each person who controls any such underwriter
for any reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 7.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld); and
provided further that the Company will


                                       13
<PAGE>

not be liable in any such case to the extent that any such claim, loss, damage
or liability arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by the Manager or underwriter
specifically for use therein. The foregoing indemnity agreement with respect to
any preliminary Prospectus shall not inure to the benefit of the Manager or
underwriter, or any person controlling the Manager, or underwriter, from whom
the persons asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of the Manager or underwriter to
such person at or prior to the written confirmation of the sale of the shares to
such person, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.

            7.2 Indemnification by the Manager.

            The Manager will, as to each registration in which the Manager
participates, indemnify the Company, each of its directors and officers, each
underwriter and each person who controls the Company or such underwriter within
the meaning of either the Securities Act or the Exchange Act, and the Manager,
each of its officers, directors and partners and each person controlling the
Manager, against all claims, losses, expenses, damages and liabilities (or
actions, proceedings or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading (in the case of any
preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made), and will reimburse the Company, and each of its
directors, officers, partners, underwriters and controlling persons for any
reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in any such Registration Statement as originally filed or any amendment
thereof, preliminary Prospectus or Prospectus, in reliance upon and in
conformity with written information furnished to the Company by the Manager
specifically for use therein; provided, however, that (i) the indemnity
agreement contained in this Section 7.2 shall not apply to amounts paid in
settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Manager (which consent shall
not be unreasonably withheld) and (ii) that the total amount for which the
Manager shall be liable under this Section 7.2. shall not in any event exceed
the aggregate net proceeds received by the Manager from the sale of Registrable
Shares held by the Manager in such registration.

            7.3 Indemnification Procedures.

            Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying Party


                                       14
<PAGE>

proposed to conduct the defense of such claim or litigation shall be approved by
the Indemnified Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such Indemnified
Party's election and expense; provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
prejudice to the Indemnifying Party; and provided further, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by counsel for the Indemnifying Party in such proceeding. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to all Indemnified Parties
of a release from all liability in respect to such claim or litigation.

            7.4 Survival; Contribution.

            (a) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Party or any officer, director or controlling person
of such Indemnified Party and shall survive the transfer of securities. If the
indemnification provided for in this Section 7 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
losses, claims, damages or liabilities referred to herein, the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall, to the
extent permitted by applicable law, contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand, and of the Indemnified Party, on the other,
in connection with the circumstances that resulted in such loss, claim, damage
or liability, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

            (b) Notwithstanding anything in this Section 7 to the contrary, to
the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions of
the underwriting agreement shall control.


                                       15
<PAGE>

                                    SECTION 8
                   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

            8.1 No person may participate in any registration hereunder which is
underwritten unless the person (i) agrees to accept the terms of the
underwriting agreement as agreed upon by the Company and the underwriters
selected in accordance with this Agreement, and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

                                    SECTION 9
                        REPORTS UNDER THE SECURITIES LAWS

            9.1 With a view to making available to the Manager the benefits of
Rule 144 and any other rule or regulation of the Commission that may at any time
permit the Manager to sell shares of Trust Stock to the public without
registration, the Company agrees to use its commercially reasonable efforts to:

            (a) make and keep public information available, as those terms are
      understood and defined in Rule 144, at all times subsequent to ninety (90)
      days after the effective date of any registration statement covering an
      underwritten public offering filed under the Securities Act by the
      Company;

            (b) file with the Commission in a timely manner all reports and
      other documents required of the Company under the Securities Act and the
      Exchange Act at any time after it is subject to the reporting requirements
      thereof; and

            (c) furnish to the Manager upon request a written statement by the
      Company that it has complied with the reporting requirements of Rule 144
      (at any time after ninety (90) days after the effective date of the
      registration statement filed by the Company), and of the Securities Act
      and the Exchange Act (at any time after it has become subject to such
      reporting requirements), a copy of the most recent annual or quarterly
      report of the Company, and such other reports and documents so filed by
      the Company as may be reasonably requested by the Manager in availing
      itself of any rule or regulation of the Commission permitting the selling
      of any the securities without registration.

                                   SECTION 10
                         TRANSFER OF REGISTRATION RIGHTS

            Provided that the Company is given written notice by the Manager at
the time of any transfer of Registrable Shares by the Manager stating the name
and address of the transferee of such Registrable Shares and identifying the
securities with respect to which the rights under this Agreement are being
assigned, the rights of the Manager under Sections 2 and 3 of this Agreement may
be assigned to a transferee or assignee who (i) receives at least [-] shares of
Registrable Shares (as adjusted for stock dividends, stock splits,
recapitalizations and the like that occur after the date of this Agreement) or
(ii) is a subsidiary, affiliate, parent, general partner, limited partner or
retired partner of the Manager, so long as such transfer of securities is


                                       16
<PAGE>

in accordance with the LLC Agreement and any other agreements with the Company
regarding transfer of Registrable Shares and all applicable state and federal
securities laws and regulations, and provided further that the transferee or
assignee of such rights assumes in writing the obligations of the Manager under
this Agreement. The Company may prohibit the transfer of the Manager's rights
under this Section to any proposed transferee or assignee who the Company
reasonably believes is a competitor of the Company.

                                   SECTION 11
                      INFORMATION FURNISHED BY THE MANAGER

            The Manager shall furnish to the Company such information regarding
the Manager and the distribution proposed by the Manager as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this
Agreement.

                                   SECTION 12
                                  MISCELLANEOUS

            12.1 Representations.

            Each of the parties hereto represents that this Agreement has been
duly authorized, executed and delivered by such party and constitutes a legal,
valid and binding obligation of such party, enforceable against it in accordance
with the terms of this Agreement, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies and (iii) to the extent that the
indemnification provisions contained in this Agreement may be limited by
applicable laws.

            12.2 Expenses.

            Except as provided in Section 6, the Company and the Manager shall
each bear their own expenses incurred with respect to this Agreement.

            12.3 Notices.

            All notices and other communications required or permitted under
this Agreement shall be deemed to have been duly given and made if in writing
and if served by personal delivery to the party for whom intended, by facsimile
transmission, by telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested), sent to the following addresses (or such
other address for a party as shall be specified by like notice):

            (a) If to the Company:

                  Macquarie Infrastructure Company LLC
                  600 Fifth Avenue, 21st Floor


                                       17
<PAGE>

                  New York, New York  10020
                  Facsimile:  (212) 581-8037
                  Attention:  David Mitchell

            (b) If to the Manager:

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

            (c) If to the Trust:

                  Macquarie Infrastructure Company Trust
                  600 Fifth Avenue, 21st Floor
                  New York, New York  10020
                  Facsimile:  (212) 581-8037
                  Attention:  Peter Stokes

            12.4 Waiver.

            No delay on the part of any party hereto with respect to the
exercise of any right, power, privilege or remedy under this Agreement shall
operate as a waiver thereof, nor shall any exercise or partial exercise of any
such right, power, privilege or remedy preclude any further exercise thereof or
the exercise of any other right, power, privilege or remedy. No modification or
waiver by either party hereto of any provision of this Agreement, or consent to
any departure by the other party therefrom, shall be effective in any event
unless in writing as set forth in Section 12.12 hereof, and then only in the
specific instance and for the purpose for which given. Notwithstanding the
foregoing, each party hereto shall have the right to waive compliance by the
other party with any of the provisions hereof, or to modify such provisions to a
less restrictive obligation of the other party on such terms as such party shall
determine, with or without prior notice to the other party.

            12.5 Remedies.

            The rights, powers, privileges and remedies hereunder are cumulative
and not exclusive of any other right, power, privilege or remedy the parties
hereto would otherwise have.

            12.6 Entire Agreement.

            This Agreement constitutes the entire agreement and understanding
between the Manager and the Company, and supersedes all prior agreements and
understandings relating to the subject matter hereof.


                                       18
<PAGE>

            12.7 Governing Law.

            This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

            12.8 Counterparts.

            This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. The execution and delivery of this Agreement by facsimile shall
have the same force and effect as delivery of original signatures and each party
may use such facsimile signatures as evidence of the execution and delivery of
this Agreement by all parties to the same extent that an original signature
could be used.

            12.9 Severability.

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

            12.10 Headings.

            The various headings of this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.

            12.11 Amendment and Waiver.

            Except as otherwise provided herein, no modification, amendment or
waiver of any provision of this Agreement will be effective unless such
modification, amendment or waiver is approved in writing by the Company and the
Manager and any such amendment, waiver, discharge or termination shall be
binding on the Company and the Manager. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the written consent of the
Manager. Any amendment or waiver effected in accordance with this Section 12.11
shall be binding upon the Company and the Manager, and each of their respective
successors and permitted assigns.

            12.12 Succession and Assignment.

            Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the parties hereto. Except as
otherwise expressly provided to the contrary, the provisions of this Agreement
and the rights and obligations of the parties hereunder shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
be binding upon the Manager and each of the Manager's legal representatives,
heirs, legatees, distributees, permitted assigns and transferees by operation of
law, whether or not any such person has


                                       19
<PAGE>

become a party to this Agreement or has agreed in writing to join herein and to
be bound by the terms, conditions and restrictions hereof, and shall not
otherwise be for the benefit of any third party.

            12.13 Information Confidential.

            Each party hereto acknowledges that the information received
pursuant hereto may be confidential and for its use only, and it will not use
such confidential information in violation of the Exchange Act or reproduce,
disclose or disseminate such information to any other person (other than its
employees or agents having a need to know the contents of such information and
its attorneys), except in connection with the exercise of rights under this
Agreement, unless such information is available to the public generally or such
party is required by a governmental body to disclose such information.

            12.14 Right to Enforcement.

            The Manager shall have the right to directly enforce the agreements
made hereunder by the Company, to the extent they deem such enforcement
necessary or advisable to protect its rights.


                                       20
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have each executed this
Registration Rights Agreement as of the date first above written.

                                      THE LLC:

                                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                                      ------------------------------------------
                                      Name:
                                      Title:


                                      THE TRUST:

                                      MACQUARIE INFRASTRUCTURE COMPANY TRUST


                                      ------------------------------------------
                                      Name:
                                      Title:


                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.


                                      ------------------------------------------
                                      Name:
                                      Title:


                                       21
<PAGE>


                                                                      SCHEDULE 1

                        FORM OF NOTICE AND QUESTIONNAIRE

                        SHARES OF BENEFICIAL INTEREST OF
                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

            Macquarie Infrastructure Management (USA) Inc. (the "Manager"),
beneficial holder of [-] shares of beneficial interest (the "Registrable
Shares") of Macquarie Infrastructure Company Trust (the "Trust"), understands
that Macquarie Infrastructure Company LLC (the "LLC", and together with the
Trust, the "Company") and the Trust have filed or intend to file with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Registrable Shares in accordance with the terms of the Trust Stock
Registration Rights Agreement (the "Registration Rights Agreement") to be dated
as of [-], 2004 between the Company and the Manager. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

            The Manager, as a beneficial owner of Registrable Shares, is
entitled to the benefits of the Registration Rights Agreement. In order to sell
or otherwise dispose of any Registrable Shares pursuant to the Shelf
Registration Statement, the Manager generally will be required to be named as a
selling security holder in the related Prospectus and to deliver a Prospectus to
purchasers of Registrable Shares. If the Manager does not complete this Notice
and Questionnaire and deliver it to the Company as provided below, the Manager
will not be named as a selling security holder in the Prospectus and therefore
will not be permitted to sell any Registrable Shares pursuant to a Shelf
Registration Statement. Upon receipt of a completed Notice and Questionnaire
from the Manager following the effectiveness of any Shelf Registration
Statement, the Company will, as promptly as practicable but in any event within
five Business Days of such receipt, file such amendments to the Shelf
Registration Statement or supplements to the related Prospectus as are necessary
to permit the Manager to deliver such Prospectus to purchasers of Registrable
Shares.

            Certain legal consequences arise from being named as a selling
security holder in the Shelf Registration Statement and the related Prospectus.
Accordingly, the Manager, as a holder and beneficial owner of Registrable
Shares, is advised to consult its own securities law counsel regarding the
consequences of being named or not being named as a selling security holder in
the Shelf Registration Statement and the related Prospectus.

                                     NOTICE

            The Manager hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Shares beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to a
Shelf Registration Statement. The

<PAGE>

Manager, by signing and returning this Notice and Questionnaire, understands
that it will be bound by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement.

            Pursuant to the Registration Rights Agreement, the Manager has
agreed to indemnify and hold harmless the Company's directors and officers and
each person, if any, who controls the Company within the meaning of either the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against certain losses arising in connection with statements
concerning the undersigned made in a Shelf Registration Statement or the related
Prospectus in reliance upon the information provided in this Notice and
Questionnaire.


<PAGE>


                                  QUESTIONNAIRE

            COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE SHOULD BE
                      RETURNED TO THE COMPANY AS FOLLOWS:

                      1 COPY BY FACSIMILE TO [-], FAX: [-]

                      WITH THE ORIGINAL COPY TO FOLLOW TO:

                    MACQUARIE INFRASTRUCTURE COMPANY LLC AT:
                          600 Fifth Avenue, 21st Floor
                            New York, New York 10020
                             Attention: Peter Stokes

      The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete.

1.    Full legal name of the Manager, as a selling security holder:
      Macquarie Infrastructure Management (USA) Inc.

      (a)   Full legal name of The Depository Trust Company Participant (if
            applicable) through which Registrable Shares listed in (3) below are
            held:

            Name:_______________________________________________________________
            DTC No.:____________________________________________________________
            Contact Person:_____________________________________________________
            Telephone No.:______________________________________________________

      (b)   Are you a broker-dealer registered pursuant to Section 15 of the
            Exchange Act?


            ____________________________________________________________________

      (c)   If your response to Item 1(b) above is no, are you an "affiliate" of
            a broker-dealer registered pursuant to Section 15 of the Exchange
            Act?


            ____________________________________________________________________

            For the purposes of this Item 1(c), an "affiliate" of a registered
            broker-dealer shall include any company that directly, or indirectly
            through one or more intermediaries, controls, or is controlled by,
            or is under common control with, such broker-dealer, and does not
            include any individuals employed by such broker-dealer or its
            affiliates.


<PAGE>




2.    Address for notices to Manager:

            600 Fifth Avenue, 21st Floor
            New York, New York 10020

            Telephone, including area code: [-]

            Fax, including area code:  (212) 581-9037

            Contact Person:

3.    Beneficial ownership of Registrable Shares:

      (a)   Number of Registrable Shares beneficially owned:

            ----- shares of beneficial interest of Macquarie Infrastructure
            Company Trust

      (b)   CUSIP No(s). of such Registrable Shares beneficially owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

4.    Beneficial Ownership of the Trust securities (other than Registrable
      Securities) owned by the Manager:

      EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE
      BENEFICIAL OR REGISTERED OWNER OF ANY SHARES OF TRUST STOCK OTHER THAN THE
      REGISTRABLE SHARES LISTED ABOVE IN ITEM (3).

      (a)   Type and Amount of other shares of Trust Stock beneficially owned by
            the Manager:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (b)   CUSIP No(s). of such other shares of Trust Stock beneficially owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

5.    Nature of Beneficial Ownership:

      (a)(i) Full legal name of Manager's controlling stockholders who have sole
      or shared voting or dispositive power over the Registrable Shares:


      --------------------------------------------------------------------------

      (ii) Business address (including street address)(or residence if no
      business address), telephone number and facsimile number of such
      person(s):

      Address:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------


<PAGE>

      Telephone:
                ----------------------------------------------------------------
      Fax:
          ----------------------------------------------------------------------
6.    Plan of Distribution:

      Except as set forth below, the Manager (including its donees or pledgees)
      intends to distribute the Registrable Shares listed above in Item (3)
      pursuant to the Shelf Registration Statement only as follows (if at all):
      Such Registrable Shares may be sold from time to time directly by the
      Manager or alternatively through underwriters or broker-dealers or agents.
      If the Registrable Shares are sold through underwriters or broker-dealers,
      the Manager will be responsible for underwriting discounts or commissions
      or agents' commissions. Such Registrable Shares may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of
      sale, at varying prices determined at the time of sale, or at negotiated
      prices. Such sales may be effected in transactions (which may involve
      block transactions) (i) on any national securities exchange or quotation
      service on which the Registrable Shares may be listed or quoted at the
      time of sale, (ii) in the over-the-counter market, (iii) in transactions
      otherwise than on such exchanges or services or in the over-the-counter
      market or (iv) through the writing of options. In connection with sales of
      the Registrable Shares or otherwise, the undersigned may enter into
      hedging transactions with broker-dealers, which may in turn engage in
      short sales of the Registrable Shares, short and deliver Registrable
      Shares to close out such short positions, or loan or pledge Registrable
      Shares to broker-dealers that in turn may sell such securities.

      State any exceptions here:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      Note:   In no event will such method(s) of distribution take the form of
              an underwritten offering of the Registrable Shares without the
              prior agreement of the Company.

      The Manager acknowledges that it understands its obligation to comply with
the provisions of the Exchange Act, and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), and the provisions of the Securities Act relating to Prospectus
delivery, in connection with any offering of Registrable Shares pursuant to a
Shelf Registration Statement. The Manager agrees that neither it nor any person
acting on its behalf will engage in any transaction in violation of such
provisions.

      The Manager hereby acknowledges its obligations under the Registration
Rights Agreement to indemnify and hold harmless certain persons set forth
therein.

      Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Manager against certain
liabilities.

      In accordance with the Manager's obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion in
a Shelf Registration

<PAGE>

Statement, the Manager agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein that may occur subsequent to the
date hereof at any time while a Shelf Registration Statement remains effective.
All notices to the Manager hereunder and pursuant to the Registration Rights
Agreement shall be made in writing to the Manager at the address set forth in
Item 1(a) of this Notice and Questionnaire.

      By signing below, the Manager acknowledges that it is the beneficial owner
of the Registrable Shares set forth herein, represents that the information
herein is accurate, consents to the disclosure of the information contained
herein in its answers to Items (1) through (6) above and the inclusion of such
information in a Shelf Registration Statement and the related Prospectus. The
undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of a Shelf Registration
Statement and the related Prospectus.

      Once this Notice and Questionnaire is executed by the undersigned
beneficial owner and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Manager. This Agreement shall be governed in all respects by the
laws of the State of New York.

      IN WITNESS WHEREOF, the Manager, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.



                                      ------------------------------------------
                                      Name:
                                      Title:

Dated:



<PAGE>

                          -----------------------------

                                     FORM OF

                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                      MACQUARIE INFRASTRUCTURE COMPANY LLC,

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                       AND

                 MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.


                              Dated as of [-], 2004

                          -----------------------------

<PAGE>


            This TRUST STOCK REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
dated as of [-], 2004, is among Macquarie Infrastructure Company LLC, a Delaware
limited liability company (the "LLC"), Macquarie Infrastructure Company Trust, a
Delaware statutory trust (the "Trust" and, together with the LLC, the
"Company"), and Macquarie Infrastructure Management (USA) Inc., a Delaware
corporation (the "Manager"), and a holder of shares of beneficial interest of
the Trust (the "Trust Stock").

                                    RECITALS

            WHEREAS, the Company has resolved to issue and sell in an
underwritten registered initial public offering up to a determined number of
shares representing beneficial interests in the Trust;

            WHEREAS, pursuant to the terms of a Management Services Agreement
(the "Management Services Agreement") dated as of the date hereof among the
Manager, the LLC, Macquarie Infrastructure Company Inc. and certain directly
wholly owned subsidiaries of the LLC (each, a "Managed Subsidiary" and,
together, the "Managed Subsidiaries"), the LLC and each Managed Subsidiary have
agreed to appoint the Manager to manage their business and affairs as therein
described;

            WHEREAS, pursuant to the terms of the Management Services Agreement,
the Manager has agreed to [enter into a purchase agreement to] purchase from the
LLC, in a separate private placement closing concurrently with the Offering
(defined below), a number of shares of Trust Stock having an aggregate purchase
price of $35 million, at a per share price equal to the initial public offering
price (the "Initial Investment");

            WHEREAS, pursuant to the terms of the Management Services Agreement,
the Manager has the right but not the obligation to invest all or a portion of
the management fees it receives from the LLC and the Managed Subsidiaries, from
time to time, in Trust Stock in accordance with the terms therein (each, a
"Management Fee Investment" and, together, the "Management Fee Investments");

            WHEREAS, as a condition to the Manager's obligation to purchase
shares of Trust Stock in the Initial Investment, the Company has agreed to enter
into this Agreement;

            WHEREAS, the Company desires to provide the Manager with the rights
set forth herein in order to induce the Manager to make Management Fee
Investments; and

            WHEREAS, the parties hereto desire to enter into this Agreement with
respect to certain rights and obligations of the Manager in connection with its
ownership of the Trust Stock.

            NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties agree as follows:


                                       29
<PAGE>

                                   SECTION 13
                                   DEFINITIONS

            13.1 Definitions.

            The following terms, when used in this Agreement, shall, except
where the context otherwise requires, have the following meanings (such
definitions to be equally applicable to the singular and plural forms thereof):

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

            "Commission" means the Securities and Exchange Commission.

            "Company Registration Statement" shall have the meaning set forth in
Section 3.1.

            "Deferral Notice" shall have the meaning set forth in Section 4.2.

            "Effective Period" means, with respect to a Registration Statement,
the period commencing from the time such Registration Statement becomes or is
declared effective until all Registrable Shares registered under such
Registration Statement shall have been sold pursuant thereto or shall have
otherwise ceased to be Registrable Shares.

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

            "Initial Investment" shall have the meaning set forth in the
Recitals hereto.

            "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 with the terms specified in the LLC Agreement.

            "Managed Subsidiary" shall have the meaning set forth in the
Recitals hereto.

            "Management Fee Investment" shall have the meaning set forth in the
Recitals hereto.

            "Management Services Agreement" shall have the meaning set forth in
the Recitals hereto.

            "Material Event" shall have the meaning set forth in Section
4.1(iv).

            "NASD" means the National Association of Securities Dealers, Inc.

            "Notice and Questionnaire" shall have the meaning set forth in
Section 2.3.


                                       30
<PAGE>

            "Offering" means the initial public offering of the Trust Stock by
the Company.

            "Person" means any natural person, corporation, firm, partnership,
association, government, governmental agency or other entity, whether acting in
an individual, fiduciary or other capacity.

            "Prospectus" means the prospectus included in any Shelf Registration
Statement filed in accordance with Section 2 or a Company Registration Statement
described in Section 3, as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such Prospectus.

            "Public Offering" means the closing of a firm commitment,
underwritten registered public offering of the Trust Stock (following the
Offering and other than an offering covered by a registration statement relating
solely to a sale of securities of the Company pursuant to a stock purchase or
similar plan or a transaction within the scope of Rule 145 promulgated under the
Securities Act).

            "Registrable Shares" means (i) at any time from and after the date
that is the first anniversary of the closing of the Offering, 50% of all shares
of Trust Stock purchased by the Manager as the Initial Investment, (ii) at any
time from and after the third anniversary of such closing, the balance of such
shares of Trust Stock purchased by the Manager as the Initial Investment, and
(iii) at any time from and after the date that is the first anniversary of the
closing of the Offering, the number of shares of Trust Stock purchased by the
Manager in connection with Management Fee Investments; provided, however, that
Registrable Shares shall not include any shares of Trust Stock which have
previously been registered, which have been sold to the public either pursuant
to a registration statement or Rule 144 or which have been sold in a private
transaction in which the transferor's rights under this Agreement were not
assigned.

            "Registration Statement" means any Shelf Registration Statement or
any Company Registration Statement.

            "Registration Expenses" shall have the meaning set forth in Section
6.

            "Rule 144" means Rule 144 promulgated under the Securities Act.

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

            "Shelf Registration Statement" means any of the shelf registration
statements referred to in Section 2.1, as amended or supplemented by any
amendment or supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in each such Shelf Registration Statement.

            "Trust Stock" shall have the meaning set forth in the Recitals
hereto.


                                       31
<PAGE>

            Other terms defined herein shall have the meanings assigned to them
herein and capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Management Services Agreement.

                                   SECTION 14
                      REGISTRATION UNDER THE SECURITIES ACT

            14.1 The Company agrees to file under the Securities Act, as soon as
reasonably possible after the first anniversary of the closing of the Offering,
a Shelf Registration Statement (the "Initial Shelf Registration Statement")
providing for the registration, and the sale on a continuous or delayed basis
(including through brokers and dealers) by the Manager, of the Registrable
Shares, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission. The Company agrees to use its reasonable efforts to cause the
Initial Shelf Registration Statement to become or be declared effective as soon
as reasonably possible after the filing of the Initial Shelf Registration
Statement and to keep the Initial Shelf Registration Statement continuously
effective throughout the Effective Period.

            For so long as the Manager holds Registrable Shares or can be
reasonably foreseen to acquire Registrable Shares pursuant to future Management
Fee Investments and in order that the Manager may have registered and sell the
Registrable Shares it purchases, following the effectiveness of the Initial
Shelf Registration Statement, or Subsequent Shelf Registration Statement
(defined below), as the case may be, but prior to the termination of the
Effective Period of the Initial Shelf Registration Statement, or Subsequent
Shelf Registration Statement (defined below), as the case may be, the Company
agrees to use its reasonable efforts to file one or more subsequent Shelf
Registration Statements (each, a "Subsequent Shelf Registration Statement")
providing for the registration, and the sale on a continuous or delayed basis
(including through brokers and dealers) by the Manager, of all of the
Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted
by the Commission. The Company agrees to use its reasonable efforts to cause
each Subsequent Shelf Registration Statement to become or be declared effective
as soon as reasonably possible after the termination of the Effective Period of
the previous Subsequent Shelf Registration Statement.

            At the time each Shelf Registration Statement is declared effective,
the Manager, on or prior to the date [twenty (20)] Business Days prior to such
time of effectiveness, shall be named as a selling security holder in such Shelf
Registration Statement and the related Prospectus in such a manner as to permit
the Manager to deliver such Prospectus to purchasers of Registrable Shares in
accordance with applicable law.

            14.2 The Company further agrees that it shall cause each Shelf
Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of such Shelf Registration
Statement or such amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Securities Act; and (ii) not to
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein (in the case of the related Prospectus, in the light of the
circumstances under which they were made) not misleading, and the Company agrees
to furnish to the Manager copies of any supplement or amendment prior to


                                       32
<PAGE>

its being used or promptly following its filing with the Commission. If any
Shelf Registration Statement, as amended or supplemented from time to time,
ceases to be effective for any reason at any time during an Effective Period
(other than because all Registrable Shares registered thereunder shall have been
sold pursuant thereto or shall have otherwise ceased to be Registrable Shares),
the Company shall use its reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof.

            14.3 The Manager agrees that if it wishes to sell Registrable Shares
pursuant to a Shelf Registration Statement and related Prospectus, it will do so
only in accordance with this Section 2.3. The Manager agrees to deliver a Notice
and Questionnaire, a form of which is attached as Schedule 1 to this Agreement
(the "Notice and Questionnaire"), to the Company at least [-] Business Days
prior to any intended distribution of Registrable Shares under a Shelf
Registration Statement. From and after the date a Shelf Registration Statement
is declared effective, the Company shall, [within fifteen (15) Business Days]
or, if the Commission requires the Company to file with the Commission a new
Shelf Registration Statement, [within thirty (30) calendar days], after the date
a Notice and Questionnaire is delivered by the Manager, (i) if required by
applicable law, file with the Commission a post-effective amendment to a Shelf
Registration Statement or an additional Shelf Registration Statement, or use its
reasonable efforts to prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Manager is named as a selling security holder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
the Manager to deliver such Prospectus to purchasers of the Registrable Shares
in accordance with applicable law and, if the Company shall file a
post-effective amendment to a Shelf Registration Statement or such additional
Shelf Registration Statement, use its reasonable efforts to cause such
post-effective amendment or such additional Shelf Registration Statement to be
declared effective under the Securities Act [within sixty (60)] calendar days of
filing; (ii) provide the Manager copies of any documents filed pursuant to
Section 2.3(i); and (iii) notify the Manager as promptly as practicable after
the effectiveness under the Securities Act of any post-effective amendment or
any additional Shelf Registration Statement filed pursuant to Section 2.3(i);
provided that if such Notice and Questionnaire is delivered by the Manager
during a Deferral Period, the Company shall so inform the Manager and shall take
the actions set forth in clauses (i), (ii) and (iii) above upon expiration of
the Deferral Period in accordance with Section 4.2.

                                   SECTION 15
                             PIGGYBACK REGISTRATION

            15.1 Right to Piggyback.

            (a) Subject to the terms and conditions hereof, at any time after
the first anniversary of the closing of the Offering, whenever the Company
proposes to register, either for its own account or the account of a security
holder or holders, any shares of Trust Stock under the Securities Act and the
form of registration statement (the "Company Registration Statement") to be
used, may be used for the registration of Registrable Shares (a "Piggyback
Registration"), the Company shall give prompt written notice to the Manager of
the Company's intention to effect


                                       33
<PAGE>

such a registration and shall include in the Company Registration Statement all
Registrable Shares with respect to which the Manager has provided the Company
with a written request for inclusion therein within twenty (20) calendar days
after the receipt of the Company's notice.

            (b) Notwithstanding the foregoing, the Company shall not be required
to notify the Manager or include Registrable Shares in any registration (i) on
Form S-1, S-3 or S-8 under the Securities Act or their successor forms relating
solely to stock purchase or similar plans, (ii) on Form S-4 or successor forms
relating solely to a transaction within the scope of Rule 145, or (iii) on any
other form (other than Form S-1, S-2, S-3, SB-1 or SB-2, or their successor
forms) which does not include substantially the same information as would be
required to be included in a Shelf Registration Statement covering a
registration pursuant to Section 2 above.

            (c) The Company shall have the right to terminate or withdraw any
Company Registration Statement initiated by it under this Section 3 prior to the
effectiveness of such Company Registration Statement, whether or not the Manager
has elected to include securities in such Company Registration Statement.

            15.2 Underwriting.

            If the Company Registration Statement of which the Company gives
notice is for a public offering involving an underwriting, the Company shall so
advise the Manager as a part of the written notice given pursuant to Section
3.1(a). In such event, the right of the Manager to be named selling security
holder in a Company Registration Statement pursuant to this Section 3 shall be
conditioned upon the Manager's participation in such underwriting and the
inclusion of the Manager's Registrable Shares in the underwriting to the extent
provided herein. The Company and the Manager shall enter into an underwriting
agreement in customary form with the underwriters selected by the Company.

            15.3 Cutback.

            Notwithstanding any other provision of this Section 3 to the
contrary, if the representative of the underwriters determines that marketing
factors require a limitation of the number of shares to be underwritten, the
underwriters and the Company may limit the number of Registrable Shares to be
included in the Company Registration Statement and underwriting. In the event of
any such limitation of the number of shares of Trust Stock to be underwritten,
the Company shall so advise the Manager, and the number of shares included in
such Company Registration Statement and underwriting shall be allocated first to
the Company for securities being sold for its own account and thereafter to the
Manager. If the Manager disapproves of the terms of any such underwriting, it
may elect to withdraw therefrom by written notice to the Company and the
underwriter. Any Registrable Shares excluded or withdrawn from such underwriting
shall be withdrawn from such Company Registration Statement.


                                       34
<PAGE>

                                   SECTION 16
                             REGISTRATION PROCEDURES

            The following provisions shall apply to any Shelf Registration
Statement filed pursuant to Section 2 and any Company Registration Statement
filed pursuant to Section 3.

            16.1 The Company shall use reasonable efforts to:

            (xi) prepare and file with the Commission a Registration Statement
      on any form which may be utilized by the Company and which shall permit
      the disposition of the Registrable Shares in accordance with the intended
      method or methods thereof, as specified in writing by the Manager, and use
      its reasonable efforts to cause such Registration Statement to become
      effective in accordance with Section 3.1 above;

            (xii) before filing any Registration Statement or related Prospectus
      or any amendments or supplements thereto with the Commission, furnish to
      the Manager copies of all such documents proposed to be filed and use
      reasonable efforts to reflect in each such document when so filed with the
      Commission such comments as the Manager reasonably shall propose within
      [three (3)] Business Days of the delivery of such copies to the Manager;

            (xiii) use its reasonable efforts to (A) prepare and file with the
      Commission such amendments and post-effective amendments to any
      Registration Statement and file with the Commission any other required
      document as may be necessary to keep such Registration Statement
      continuously effective until the expiration of the Effective Period, (B)
      cause the related Prospectus to be supplemented by any required Prospectus
      supplement, and as so supplemented to be filed pursuant to Rule 424 (or
      any similar provisions then in force) under the Securities Act, and (C)
      comply with the provisions of the Securities Act applicable to it with
      respect to the disposition of all Registrable Shares covered by a
      Registration Statement during the Effective Period in accordance with the
      intended methods of disposition by the Manager set forth in a Registration
      Statement as so amended or such Prospectus as so supplemented;

            (xiv) promptly notify the Manager (A) when each Registration
      Statement or the Prospectus included therein or any amendment or
      supplement to the Prospectus or post-effective amendment has been filed
      with the Commission, and, with respect to each Registration Statement or
      any post-effective amendment, when the same has become effective, (B) of
      any request, following the effectiveness of each Registration Statement,
      by the Commission or any other federal or state governmental authority for
      amendments or supplements to a Registration Statement or related
      Prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of a
      Registration Statement or the initiation or written threat of any
      proceedings for that purpose, (D) of the receipt by the Company of any
      notification with respect to the suspension of the qualification of the
      Registrable Shares for sale in any jurisdiction or the initiation or
      written threat of any proceeding for such purpose, (E) of the occurrence
      of (but not the nature of or details concerning) any event or the
      existence


                                       35
<PAGE>

      of any fact (a "Material Event") as a result of which any Registration
      Statement shall contain any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary to make
      the statements therein not misleading or any Prospectus shall contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading (provided, however, that no notice by the Company shall be
      required pursuant to this clause (E) in the event that the Company either
      promptly files a Prospectus supplement to update the Prospectus or a Form
      8-K or other appropriate Exchange Act report that is incorporated by
      reference into a Registration Statement, which, in either case, contains
      the requisite information with respect to such Material Event that results
      in such Registration Statement no longer containing any untrue statement
      of material fact or omitting to state a material fact necessary to make
      the statements contained therein not misleading), (F) of the determination
      by the Company that a post-effective amendment to a Registration Statement
      will be filed with the Commission, which notice may, at the discretion of
      the Company (or as required pursuant to Section 4.2), state that it
      constitutes a Deferral Notice, in which event the provisions of Section
      4.2 shall apply or (G) at any time when a Prospectus is required to be
      delivered under the Securities Act, that a Registration Statement,
      Prospectus, Prospectus amendment or supplement or post-effective amendment
      does not conform in all material respects to the applicable requirements
      of the Securities Act and the rules and regulations of the Commission
      thereunder;

            (xv) prior to any public offering of the Registrable Shares pursuant
      to a Registration Statement, use reasonable efforts to register or qualify
      or cooperate with the Manager in connection with the registration or
      qualification (or exemption from such registration or qualification) of
      such Registrable Shares for offer and sale under the securities or "blue
      sky" laws of such jurisdictions within the United States as the Manager
      reasonably requests in writing (which request may be included in the
      Notice and Questionnaire); prior to any public offering of the Registrable
      Shares pursuant to a Registration Statement, use its reasonable efforts to
      keep each such registration or qualification (or exemption therefrom)
      effective during the Effective Period in connection with the Manager's
      offer and sale of Registrable Shares pursuant to such registration or
      qualification (or exemption therefrom) and do any and all other acts or
      things necessary or advisable to enable the disposition in such
      jurisdictions of such Registrable Shares in the manner set forth in the
      Registration Statement and the related Prospectus; provided that the
      Company will not be required to (A) qualify as a foreign corporation or as
      a dealer in securities in any jurisdiction where it would not otherwise be
      required to qualify but for this Agreement or (B) take any action that
      would subject it to general service of process in suits or to taxation in
      any such jurisdiction where it is not then so subject;

            (xvi) use its reasonable efforts to prevent the issuance of and, if
      issued, to obtain the withdrawal of any order suspending the effectiveness
      of a Registration Statement or any post-effective amendment thereto, and
      to lift any suspension of the qualification of any of the Registrable
      Shares for sale in any jurisdiction in which they have been qualified for
      sale, in each case at the earliest practicable date;


                                       36
<PAGE>

            (xvii) upon reasonable notice, for a reasonable period prior to the
      filing of a Registration Statement, and throughout the applicable
      Effective Period, make available at reasonable times at the Company's
      principal place of business or such other reasonable place for inspection
      by a representative of any underwriter, placement agent or counsel
      appointed by the Manager in connection with an underwritten offering, such
      financial and other information and books and records of the Company, and
      cause the officers, directors, trustees and independent certified public
      accountants of the Company to respond to such inquiries, as shall be
      reasonably necessary, in the judgment of the counsel to the Manager, to
      conduct a reasonable "due diligence" investigation; provided, however,
      that each such representative appointed by the Manager in connection with
      an underwritten offering shall be required to maintain in confidence and
      not to disclose to any other person any information or records reasonably
      designated by the Company in writing as being confidential, until such
      time as (A) such information becomes a matter of public record (whether by
      virtue of its inclusion in a Registration Statement or otherwise) or (B)
      such person shall be required so to disclose such information pursuant to
      a subpoena or order of any court or other governmental agency or body
      having jurisdiction over the matter (subject to the requirements of such
      order, and only after such Person shall have given the Company prompt
      prior written notice of such requirement and the opportunity to contest
      the same or seek an appropriate protective order);

            (xviii) if reasonably requested by the Manager, promptly incorporate
      in a Prospectus supplement or post-effective amendment to a Registration
      Statement such information as the Manager shall, on the basis of a written
      opinion of nationally recognized counsel experienced in such matters,
      determine to be required to be included therein by applicable law and make
      any required filings of such Prospectus supplement or such post-effective
      amendment; provided that the Company shall not be required to take any
      actions under this Section 4.1(viii) that are not, in the reasonable
      opinion of counsel for the Company, in compliance with applicable law;

            (xix) promptly furnish to the Manager, upon its request and without
      charge, at least one (1) conformed copy of each Registration Statement and
      any amendments thereto, including financial statements but excluding
      schedules, all documents incorporated or deemed to be incorporated therein
      by reference and all exhibits (unless requested in writing to the Company
      by the Manager); and

            (xx) during each Effective Period, deliver to the Manager in
      connection with any sale of Registrable Shares pursuant to a Registration
      Statement, without charge, as many copies of the Prospectus relating to
      such Registrable Shares (including each preliminary Prospectus) and any
      amendment or supplement thereto as the Manager may reasonably request; and
      the Company hereby consents (except during such periods in which a
      Deferral Notice is outstanding and has not been revoked or during any
      period that is not a "trading window" as defined in the Company's Insider
      Trading Policy) to the use of such Prospectus or each amendment or
      supplement thereto by the Manager in connection with any offering and sale
      of the Registrable Shares covered by such Prospectus or any amendment or
      supplement thereto in the manner set forth therein.


                                       37
<PAGE>

            16.2 Upon (i) the issuance by the Commission of a stop order
suspending the effectiveness of a Registration Statement or the initiation of
proceedings with respect to a Registration Statement under Section 8(d) or 8(e)
of the Securities Act, (ii) the occurrence of any event or the existence of any
Material Event as a result of which a Registration Statement shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any Prospectus shall contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or (iii) in accordance with the terms of the Company's
Insider Trading Policy the availability of a Registration Statement and the
related Prospectus, the Company will (A) in the case of clause (ii) above,
subject to the third sentence of this provision, as promptly as practicable,
prepare and file a post-effective amendment to such Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that such
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and such Prospectus does not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Shares being sold
thereunder, and, in the case of a post-effective amendment to a Registration
Statement, subject to the third sentence of this provision, use reasonable
efforts to cause it to be declared effective as promptly as practicable, and (B)
in the case of clause (i) and (ii) above, give notice to the Manager that the
availability of a Registration Statement is suspended (a "Deferral Notice").
Upon receipt of any Deferral Notice, the Manager agrees not to sell any
Registrable Shares pursuant to a Registration Statement until the Manager's
receipt of copies of the supplemented or amended Prospectus provided for in
clause (A) above, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company will use its reasonable efforts to ensure that
the use of the Prospectus may be resumed (x) in the case of clause (i) above, as
promptly as practicable, (y) in the case of clause (ii) above, as soon as, in
the sole judgment of the Company, public disclosure of such Material Event would
not be prejudicial to or contrary to the interests of the Company or, if
necessary to avoid unreasonable burden or expense, as soon as practicable
thereafter.

            16.3 The Manager agrees that, upon receipt of any Deferral Notice
from the Company, the Manager shall forthwith discontinue (and cause any
placement or sales agent or underwriters acting on their behalf to discontinue)
the disposition of Registrable Shares pursuant to the Registration Statement
applicable to such Registrable Shares until the Manager (i) shall have received
copies of such amended or supplemented Prospectus and, if so directed by the
Company, the Manager shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in the Manager's possession of
the Prospectus covering such Registrable Shares at the time of receipt of such
notice or (ii) shall have received notice


                                       38
<PAGE>

from the Company that the disposition of Registrable Shares pursuant to the
Registration Statement may continue.

            16.4 The Company may require the Manager in connection with the
Registrable Shares as to which any Registration Statement pursuant to Section
2.1 or 3 is being effected to furnish to the Company such information regarding
the Manager and the Manager's intended method of distribution of such
Registrable Shares as the Company may from time to time reasonably request in
writing, but only to the extent that such information is required in order to
comply with the Securities Act. The Manager agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by the Manager to the Company or of the occurrence of any event in
either case as a result of which any Prospectus relating to such Registration
Statement contains or would contain an untrue statement of a material fact
regarding the Manager or the Manager's intended method of disposition of such
Registrable Shares or omits to state any material fact regarding the Manager or
the Manager's intended method of disposition of such Registrable Shares required
to be stated therein or necessary to make the statements therein not misleading,
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that such
Prospectus shall not contain, with respect to the Manager or the disposition of
such Registrable Shares, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading.

            16.5 The Company shall comply with all applicable rules and
regulations of the Commission and make generally available to the Manager
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than [forty (40)] calendar days
after the end of any twelve (12)-month period (or [seventy-five (75]) days after
the end of any twelve (12)-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of the Shelf Registration Statement, which
statements shall cover said 12-month periods.

            16.6 The Company shall provide CUSIP numbers for all Registrable
Shares covered by a Registration Statement no later than the effective date of
such Registration Statement [and the transfer agent for the Trust Stock with
printed certificates for the Registrable Shares that are in a form eligible for
deposit with The Depository Trust Company].

            16.7 The Company shall use its reasonable efforts to provide such
information as is required for any filings required to be made with the NASD.

            16.8 Until the expiration of two years after the closing of the
Offering, the Company will not, and will not permit any of its "affiliates" (as
defined in Rule 144) to, resell any of the Securities that have been reacquired
by any of them except pursuant to an effective registration statement under the
Securities Act.


                                       39
<PAGE>

            16.9 The Company shall enter into such customary agreements and take
all such other necessary and lawful actions in connection therewith in order to
expedite or facilitate disposition of such Registrable Shares.

            Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, the Company
shall announce the same in each case by release to [Reuters Economic Services]
and [Bloomberg Business News].

                                   SECTION 17
                              MANAGER'S OBLIGATIONS

      The Manager agrees, by acquisition of the Registrable Shares, that the
Manager shall not be entitled to sell any of such Registrable Shares pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless the
Manager has furnished the Company with a Notice and Questionnaire as required
pursuant to Section 2.3 hereof (including the information required to be
included in such Notice and Questionnaire) and the information set forth in the
next sentence. The Manager agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished by it to the Company not misleading and any other information
regarding the Manager and the distribution of such Registrable Shares as may be
required to be disclosed in a Registration Statement under applicable law or
pursuant to Commission comments. The Manager further agrees not to sell any
Registrable Shares pursuant to a Registration Statement without delivering, or
causing to be delivered, a Prospectus to the purchaser thereof and, following
termination of the Effective Period, to notify the Company, within [ten (10)]
Business Days of a request by the Company, of the amount of Registrable Shares
sold pursuant to a Registration Statement and, in the absence of a response, the
Company may assume that all of the Manager's Registrable Shares were so sold.

                                   SECTION 18
                              REGISTRATION EXPENSES

            The Company agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the Company's
performance of or compliance with this Agreement, including (i) all Commission
and any NASD registration and filing fees and expenses, (ii) all fees and
expenses in connection with the qualification of the Registrable Shares for
offering and sale under the state securities and blue sky laws referred to in
Section 4.1(v) hereof, including reasonable fees and disbursements of one
counsel for the placement agent or underwriters, if any, in connection with such
qualifications, (iii) all expenses relating to the preparation, printing,
distribution and reproduction of a Registration Statement, the related
Prospectus, each amendment or supplement to each of the foregoing, the
certificates representing the Registrable Shares and all other documents
relating hereto, (iv) fees and expenses of the registrar and transfer agent for
the Trust Stock, (v) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance) and (f) reasonable fees, disbursements and expenses of one
counsel for the Manager retained in connection with any underwritten offering of
the Registrable Shares pursuant to a Registration


                                       40
<PAGE>

Statement, as selected by the Company, and fees, expenses and disbursements of
any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
the Manager or any placement agent therefor or underwriter thereof, the Company
shall promptly after receipt of a documented request therefor reimburse such
person for the full amount of the Registration Expenses so incurred, assumed or
paid. Notwithstanding the foregoing, the Manager shall pay all placement agent
fees and commissions and underwriting discounts and commissions attributable to
the sale of the Registrable Shares being registered and the fees and
disbursements of any counsel or other advisors or experts retained by the
Manager, other than the counsel and experts specifically referred to above.

                                   SECTION 19
                                 INDEMNIFICATION

            19.1 Indemnification by the Company.

            The Company will indemnify the Manager, each of its officers,
directors and partners, each person controlling the Manager, each underwriter of
public offerings effected pursuant to this Agreement, if any, and each person
who controls any such underwriter against all claims, losses, expenses, damages
and liabilities (or actions, proceedings or settlements with respect thereto)
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any Registration Statement as originally filed or
in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or
in any Registration Statement, or amendment thereof or supplement thereto, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statement therein not
misleading (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made), or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any
state securities law applicable to the Company or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any such state law and
relating to action or inaction required of the Company in connection with any
such Registration Statement as originally filed or any amendment thereof,
preliminary Prospectus or Prospectus. The Company will reimburse the Manager,
each of its officers, directors and partners, and each person controlling the
Manager, each such underwriter and each person who controls any such underwriter
for any reasonable legal and any other expenses incurred in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 7.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld); and
provided further that the Company will not be liable in any such case to the
extent that any such claim, loss, damage or liability arises out of or is based
on any untrue statement or omission based upon written information furnished to
the Company by the Manager or underwriter specifically for use therein. The
foregoing indemnity agreement with respect to any preliminary Prospectus shall
not inure to the benefit of the Manager or underwriter, or any person
controlling the Manager, or underwriter, from whom the persons asserting any
such losses, claims, damages or liabilities purchased shares in the offering, if
a


                                       41
<PAGE>

copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of the Manager or underwriter to such person at or prior to the
written confirmation of the sale of the shares to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.

            19.2 Indemnification by the Manager.

            The Manager will, as to each registration in which the Manager
participates, indemnify the Company, each of its directors and officers, each
underwriter and each person who controls the Company or such underwriter within
the meaning of the Securities Act, and the Manager, each of its officers,
directors and partners and each person controlling the Manager, against all
claims, losses, expenses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of any preliminary Prospectus or
the Prospectus, in the light of the circumstances under which they were made),
and will reimburse the Company, and each of its directors, officers, partners,
underwriters and controlling persons for any reasonable legal and any other
expenses incurred in connection with investigating, defending or settling any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in any such Registration Statement as
originally filed or any amendment thereof, preliminary Prospectus or Prospectus,
in reliance upon and in conformity with written information furnished to the
Company by the Manager specifically for use therein; provided, however, that (i)
the indemnity agreement contained in this Section 7.2 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of the Manager (which consent shall
not be unreasonably withheld) and (ii) that the total amount for which the
Manager shall be liable under this Section 7.2. shall not in any event exceed
the aggregate net proceeds received by the Manager from the sale of Registrable
Shares held by the Manager in such registration.

            19.3 Indemnification Procedures.

            Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying Party
proposed to conduct the defense of such claim or litigation shall be approved by
the Indemnified Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such Indemnified
Party's election and expense; provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
prejudice to the Indemnifying Party; and provided further, that an Indemnified
Party (together with all other


                                       42
<PAGE>

Indemnified Parties which may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
of such counsel to be paid by the Indemnifying Party, if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential differing interests between such
Indemnified Party and any other party represented by counsel for the
Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to all Indemnified Parties of a release from all liability in respect
to such claim or litigation.

            19.4 Survival; Contribution.

            (a) The indemnification provided for under this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Party or any officer, director or controlling person
of such Indemnified Party and shall survive the transfer of securities. If the
indemnification provided for in this Section 7 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
losses, claims, damages or liabilities referred to herein, the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall, to the
extent permitted by applicable law, contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand, and of the Indemnified Party, on the other,
in connection with the circumstances that resulted in such loss, claim, damage
or liability, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

            (b) Notwithstanding anything in this Section 7 to the contrary, to
the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions of
the underwriting agreement shall control.

                                   SECTION 20
                   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

            8.1 No person may participate in any registration hereunder which is
underwritten unless the person (i) agrees to accept the terms of the
underwriting agreement as agreed upon by the Company and the underwriters
selected in accordance with this Agreement, and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.


                                       43
<PAGE>

                                   SECTION 21
                        REPORTS UNDER THE SECURITIES LAWS

            9.1 With a view to making available to the Manager the benefits of
Rule 144 and any other rule or regulation of the Commission that may at any time
permit the Manager to sell shares of Trust Stock to the public without
registration, the Company agrees to use its commercially reasonable efforts to:

            (a) make and keep public information available, as those terms are
      understood and defined in Rule 144, at all times subsequent to ninety (90)
      days after the effective date of any registration statement covering an
      underwritten public offering filed under the Securities Act by the
      Company;

            (b) file with the Commission in a timely manner all reports and
      other documents required of the Company under the Securities Act and the
      Exchange Act at any time after it is subject to the reporting requirements
      thereof; and

            (c) furnish to the Manager upon request a written statement by the
      Company that it has complied with the reporting requirements of Rule 144
      (at any time after ninety (90) days after the effective date of the
      registration statement filed by the Company), and of the Securities Act
      and the Exchange Act (at any time after it has become subject to such
      reporting requirements), a copy of the most recent annual or quarterly
      report of the Company, and such other reports and documents so filed by
      the Company as may be reasonably requested by the Manager in availing
      itself of any rule or regulation of the Commission permitting the selling
      of any the securities without registration.

                                   SECTION 22
                         TRANSFER OF REGISTRATION RIGHTS

            Provided that the Company is given written notice by the Manager at
the time of any transfer of Registrable Shares by the Manager stating the name
and address of the transferee of such Registrable Shares and identifying the
securities with respect to which the rights under this Agreement are being
assigned, the rights of the Manager under Sections 2 and 3 of this Agreement may
be assigned to a transferee or assignee who (i) receives at least [2,000,000]
shares of Registrable Shares (as adjusted for stock dividends, stock splits,
recapitalizations and the like that occur after the date of this Agreement) or
(ii) is a subsidiary, affiliate, parent, general partner, limited partner or
retired partner of the Manager, so long as such transfer of securities is in
accordance with the LLC Agreement and any other agreements with the Company
regarding transfer of Registrable Shares and all applicable state and federal
securities laws and regulations, and provided further that the transferee or
assignee of such rights assumes in writing the obligations of the Manager under
this Agreement. The Company may prohibit the transfer of the Manager's rights
under this Section to any proposed transferee or assignee who the Company
reasonably believes is a competitor of the Company.


                                       44
<PAGE>

                                   SECTION 23
                      INFORMATION FURNISHED BY THE MANAGER

            The Manager shall furnish to the Company such information regarding
the Manager and the distribution proposed by the Manager as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification or compliance referred to in this
Agreement.

                                   SECTION 24
                                  MISCELLANEOUS

            24.1 Representations.

            Each of the parties hereto represents that this Agreement has been
duly authorized, executed and delivered by such party and constitutes a legal,
valid and binding obligation of such party, enforceable against it in accordance
with the terms of this Agreement, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies and (iii) to the extent that the
indemnification provisions contained in this Agreement may be limited by
applicable laws.

            24.2 Expenses.

            The Company and the Manager shall each bear their own expenses
incurred with respect to this Agreement.

            24.3 Notices.

            All notices and other communications required or permitted under
this Agreement shall be deemed to have been duly given and made if in writing
and if served by personal delivery to the party for whom intended, by facsimile
transmission, by telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested), sent to the following addresses (or such
other address for a party as shall be specified by like notice):

            (a) If to the Company:

                  Macquarie Infrastructure Company LLC
                  600 Fifth Avenue, 21st Floor
                  New York, New York  10020
                  Facsimile:  (212) 581-8037
                  Attention:  Peter Stokes


                                       45
<PAGE>

            (b) If to the Manager:

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

            (c) If to the Trust:

                  Macquarie Infrastructure Company Trust
                  600 Fifth Avenue, 21st Floor
                  New York, New York  10020
                  Facsimile:  (212) 581-8037
                  Attention:  Peter Stokes

            24.4 Waiver.

            No delay on the part of any party hereto with respect to the
exercise of any right, power, privilege or remedy under this Agreement shall
operate as a waiver thereof, nor shall any exercise or partial exercise of any
such right, power, privilege or remedy preclude any further exercise thereof or
the exercise of any other right, power, privilege or remedy. No modification or
waiver by either party hereto of any provision of this Agreement, or consent to
any departure by the other party therefrom, shall be effective in any event
unless in writing as set forth in Section 12.12 hereof, and then only in the
specific instance and for the purpose for which given. Notwithstanding the
foregoing, each party hereto shall have the right to waive compliance by the
other party with any of the provisions hereof, or to modify such provisions to a
less restrictive obligation of the other party on such terms as such party shall
determine, with or without prior notice to the other party.

            24.5 Remedies.

            The rights, powers, privileges and remedies hereunder are cumulative
and not exclusive of any other right, power, privilege or remedy the parties
hereto would otherwise have.

            24.6 Entire Agreement.

            This Agreement constitutes the entire agreement and understanding
between the Manager and the Company, and supersedes all prior agreements and
understandings relating to the subject matter hereof.

            24.7 Governing Law.

            This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


                                       46
<PAGE>

            24.8 Counterparts.

            This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. The execution and delivery of this Agreement by facsimile shall
have the same force and effect as delivery of original signatures and each party
may use such facsimile signatures as evidence of the execution and delivery of
this Agreement by all parties to the same extent that an original signature
could be used.

            24.9 Severability.

            Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

            24.10 Headings.

            The various headings of this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or any
provisions hereof.

            24.11 Amendment and Waiver.

            Except as otherwise provided herein, no modification, amendment or
waiver of any provision of this Agreement will be effective unless such
modification, amendment or waiver is approved in writing by the Company and the
Manager and any such amendment, waiver, discharge or termination shall be
binding on the Company and the Manager. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the written consent of the
Manager. Any amendment or waiver effected in accordance with this Section 12.11
shall be binding upon the Company and the Manager, and each of their respective
successors and permitted assigns.

            24.12 Succession and Assignment.

            Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors and administrators of the parties hereto. Except as
otherwise expressly provided to the contrary, the provisions of this Agreement
and the rights and obligations of the parties hereunder shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
be binding upon the Manager and each of the Manager's legal representatives,
heirs, legatees, distributees, permitted assigns and transferees by operation of
law, whether or not any such person has become a party to this Agreement or has
agreed in writing to join herein and to be bound by the terms, conditions and
restrictions hereof, and shall not otherwise be for the benefit of any third
party.


                                       47
<PAGE>

            24.13 Information Confidential.

            Each party hereto acknowledges that the information received
pursuant hereto may be confidential and for its use only, and it will not use
such confidential information in violation of the Exchange Act or reproduce,
disclose or disseminate such information to any other person (other than its
employees or agents having a need to know the contents of such information and
its attorneys), except in connection with the exercise of rights under this
Agreement, unless the Company has made such information available to the public
generally or such party is required by a governmental body to disclose such
information.

            24.14 Right to Enforcement.

            The Manager shall have the right to directly enforce the agreements
made hereunder by the Company, to the extent they deem such enforcement
necessary or advisable to protect its rights.


                                       48
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have each executed this Trust
Stock Registration Rights Agreement as of the date first above written.

                                      THE LLC:

                                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                                      ------------------------------------------
                                      Name:
                                      Title:



                                      THE TRUST:

                                      MACQUARIE INFRASTRUCTURE COMPANY TRUST


                                      ------------------------------------------
                                      Name:
                                      Title:



                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.


                                      ------------------------------------------
                                      Name:
                                      Title:


                                       49
<PAGE>


                                                                      SCHEDULE 1

                        FORM OF NOTICE AND QUESTIONNAIRE

                        SHARES OF BENEFICIAL INTEREST OF
                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

            Macquarie Infrastructure Management (USA) Inc. (the "Manager"),
beneficial holder of [-] shares of beneficial interest (the "Registrable
Shares") of Macquarie Infrastructure Company Trust (the "Trust"), understands
that Macquarie Infrastructure Company LLC (the "LLC", and together with the
Trust, the "Company") and the Trust have filed or intend to file with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Registrable Shares in accordance with the terms of the Trust Stock
Registration Rights Agreement (the "Registration Rights Agreement") to be dated
as of [-], 2004 between the Company and the Manager. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

            The Manager, as a beneficial owner of Registrable Shares, is
entitled to the benefits of the Registration Rights Agreement. In order to sell
or otherwise dispose of any Registrable Shares pursuant to the Shelf
Registration Statement, the Manager generally will be required to be named as a
selling security holder in the related Prospectus and to deliver a Prospectus to
purchasers of Registrable Shares. If the Manager does not complete this Notice
and Questionnaire and deliver it to the Company as provided below, the Manager
will not be named as a selling security holder in the Prospectus and therefore
will not be permitted to sell any Registrable Shares pursuant to a Shelf
Registration Statement. Upon receipt of a completed Notice and Questionnaire
from the Manager following the effectiveness of any Shelf Registration
Statement, the Company will, as promptly as practicable but in any event within
five Business Days of such receipt, file such amendments to the Shelf
Registration Statement or supplements to the related Prospectus as are necessary
to permit the Manager to deliver such Prospectus to purchasers of Registrable
Shares.

            [Certain legal consequences arise from being named as a selling
security holder in the Shelf Registration Statement and the related Prospectus.
Accordingly, the Manager, as a holder and beneficial owner of Registrable
Shares, is advised to consult its own securities law counsel regarding the
consequences of being named or not being named as a selling security holder in
the Shelf Registration Statement and the related Prospectus.]

                                     NOTICE

            The Manager hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Shares beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to a
Shelf Registration Statement. The Manager, by signing and returning this Notice
and Questionnaire, understands that it will be


                                    Sch-1-1
<PAGE>

bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

            Pursuant to the Registration Rights Agreement, the Manager has
agreed to indemnify and hold harmless the Company's directors and officers and
each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from and against certain losses arising
in connection with statements concerning the undersigned made in a Shelf
Registration Statement or the related Prospectus in reliance upon the
information provided in this Notice and Questionnaire.


                                    Sch-1-2
<PAGE>


                                  QUESTIONNAIRE

            COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE SHOULD BE
                      RETURNED TO THE COMPANY AS FOLLOWS:

                      1 COPY BY FACSIMILE TO [-], FAX: [-]

                      WITH THE ORIGINAL COPY TO FOLLOW TO:

                    MACQUARIE INFRASTRUCTURE COMPANY LLC AT:
                          600 Fifth Avenue, 21st Floor
                            New York, New York 10020
                             Attention: Peter Stokes

      The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete.

1.    Full legal name of the Manager, as a selling security holder:
      Macquarie Infrastructure Management (USA) Inc.

      (a)   Full legal name of The Depository Trust Company Participant (if
            applicable through which Registrable Shares listed in (3) below are
            held:

            Name:_______________________________________________________________
            DTC No.:____________________________________________________________
            Contact Person:_____________________________________________________
            Telephone No.:______________________________________________________

      (b)   [Are you a broker-dealer registered pursuant to Section 15 of the
            Exchange Act?

            ____________________________________________________________________

      (c)   If your response to Item 1(b) above is no, are you an "affiliate" of
            a broker-dealer registered pursuant to Section 15 of the Exchange
            Act?

            ____________________________________________________________________

            For the purposes of this Item 1(c), an "affiliate" of a registered
            broker-dealer shall include any company that directly, or indirectly
            through one or more intermediaries, controls, or is controlled by,
            or is under common control with, such broker-dealer, and does not
            include any individuals employed by such broker-dealer or its
            affiliates.]


                                    Sch-1-3
<PAGE>


2.    Address for notices to Manager:

            600 Fifth Avenue, 21st Floor
            New York, New York  10020

            Telephone, including area code: [-]

            Fax, including area code:  (212) 581-9037

            Contact Person:

3.    Beneficial ownership of Registrable Shares:

      (a)   Number of Registrable Shares beneficially owned:

            ----- shares of beneficial interest of Macquarie Infrastructure
            Company Trust

      (b)   CUSIP No(s). of such Registrable Shares beneficially owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

4.    Beneficial Ownership of the Trust securities owned by the Manager:

      EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE
      BENEFICIAL OR REGISTERED OWNER OF ANY SHARES OF TRUST STOCK OTHER THAN THE
      REGISTRABLE SHARES LISTED ABOVE IN ITEM (3).

      (a)   Type and Amount of other shares of Trust Stock beneficially owned by
            the Manager:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (b)   CUSIP No(s). of such other shares of Trust Stock beneficially owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------


                                    Sch-1-4
<PAGE>

5.    Nature of Beneficial Ownership:

      (a)(i) Full legal name of Manager's controlling stockholders who have sole
      or shared voting or dispositive power over the Registrable Shares:

      --------------------------------------------------------------------------

      (ii) Business address (including street address)(or residence if no
      business address), telephone number and facsimile number of such
      person(s):

      Address:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------
      Telephone:
                ----------------------------------------------------------------
      Fax:
          ----------------------------------------------------------------------

6.    Plan of Distribution:

      Except as set forth below, the Manager (including its donees or pledgees)
      intends to distribute the Registrable Shares listed above in Item (3)
      pursuant to the Shelf Registration Statement only as follows (if at all):
      Such Registrable Shares may be sold from time to time directly by the
      Manager or alternatively through underwriters or broker-dealers or agents.
      If the Registrable Shares are sold through underwriters or broker-dealers,
      the Manager will be responsible for underwriting discounts or commissions
      or agents' commissions. Such Registrable Shares may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of
      sale, at varying prices determined at the time of sale, or at negotiated
      prices. Such sales may be effected in transactions (which may involve
      block transactions) (i) on any national securities exchange or quotation
      service on which the Registrable Shares may be listed or quoted at the
      time of sale, (ii) in the over-the-counter market, (iii) in transactions
      otherwise than on such exchanges or services or in the over-the-counter
      market or (iv) through the writing of options. In connection with sales of
      the Registrable Shares or otherwise, the undersigned may enter into
      hedging transactions with broker-dealers, which may in turn engage in
      short sales of the Registrable Shares, short and deliver Registrable
      Shares to close out such short positions, or loan or pledge Registrable
      Shares to broker-dealers that in turn may sell such securities.

      State any exceptions here:

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------


      Note:   In no event will such method(s) of distribution take the form of
              an underwritten offering of the Registrable Shares without the
              prior agreement of the Company.

      The Manager acknowledges that it understands its obligation to comply with
the provisions of the Exchange Act, and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), and the provisions of the Securities Act relating to Prospectus
delivery, in connection with any offering of Registrable


                                    Sch-1-5
<PAGE>

Shares pursuant to a Shelf Registration Statement. The Manager agrees that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

      The Manager hereby acknowledges its obligations under the Registration
Rights Agreement to indemnify and hold harmless certain persons set forth
therein.

      Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Manager against certain
liabilities.

      In accordance with the Manager's obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion in
a Shelf Registration Statement, the Manager agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that
may occur subsequent to the date hereof at any time while a Shelf Registration
Statement remains effective. All notices to the Manager hereunder and pursuant
to the Registration Rights Agreement shall be made in writing to the Manager at
the address set forth in Item 1(a) of this Notice and Questionnaire.

      By signing below, the Manager acknowledges that it is the beneficial owner
of the Registrable Shares set forth herein, represents that the information
herein is accurate, consents to the disclosure of the information contained
herein in its answers to Items (1) through (6) above and the inclusion of such
information in a Shelf Registration Statement and the related Prospectus. The
undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of a Shelf Registration
Statement and the related Prospectus.

      Once this Notice and Questionnaire is executed by the undersigned
beneficial owner and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Manager. This Agreement shall be governed in all respects by the
laws of the State of New York.

      IN WITNESS WHEREOF, the Manager, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.


                                      ------------------------------------------
                                      Name:
                                      Title:

Dated:


                                    Sch-1-6