Exhibit 4.1

THIRD AMENDED AND RESTATED
MANAGEMENT SERVICES AGREEMENT

AMONG

MACQUARIE INFRASTRUCTURE CORPORATION,
MIC OHANA CORPORATION,

AND

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.

Dated as of May 21, 2015

TABLE OF CONTENTS

THIRD AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “ Agreement ”), dated as of May 21, 2015, among Macquarie Infrastructure Corporation (as successor-in-interest to Macquarie Infrastructure Company LLC), a Delaware corporation (the “ Company ”), MIC Ohana Corporation, a Delaware corporation (a “ Managed Subsidiary ” and, together with any directly owned Subsidiary of the Company as from time to time may exist and that has executed a counterpart of this Agreement in accordance with Section 2.3 herein, collectively, the “ Managed Subsidiaries ”), and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “ Manager ”). Individually, each party hereto shall be referred to as a “ Party ” and collectively as the “ Parties . ”

WHEREAS, the Company, the Managed Subsidiary and the Manager are parties to that certain Second Amended and Restated Management Services Agreement, dated as of September 30, 2013 (the “ Previous Agreement ”);

WHEREAS, the Company converted from a Delaware limited liability company (the “ Predecessor Company ”) to a Delaware corporation, effective as of May 21, 2015 (the “ Conversion ”) in accordance with the provisions of that certain Plan of Conversion, dated as of April 10, 2015 (the “Plan of Conversion”); and

WHEREAS, in connection with the Conversion, the Company, the Managed Subsidiaries and the Manager wish to amend and restate the Previous Agreement as set forth herein.

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

Article I

DEFINITIONS

“ Additional Shares ” means the aggregate number of shares of Company Common Stock issued in an Additional Offering (including any shares of Company Common Stock issued pursuant to the exercise of an over-allotment option).

“ Additional Offering ” means for any Fiscal Quarter in which a Performance Fee is being calculated any offering of shares of Company Common Stock in which the total number of shares of Company Common Stock issued in such offering equals or exceeds 15% of the total number of shares of Company Common Stock issued and outstanding immediately prior to such offering; provided that “Additional Offering” shall not include:

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

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

(iii)        the issuance of any shares of Company Common Stock or options or rights to purchase those shares of Company Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or any such plan or program assumed by the Company or any of its subsidiaries.

“ Additional Offering Foreign Net Equity Value ” means the aggregate USD amount of the total proceeds from any Additional Offering which is to be applied to increase Foreign Net Equity Value.

“ Additional Offering Macquarie Infrastructure Corporation Accumulation Index ” means, with respect to the relevant Additional Shares, the Additional Offering Macquarie Infrastructure Corporation Accumulation Index or any predecessor index, including the Additional Offering Macquarie Infrastructure Company LLC Accumulation Index, calculated by Morgan Stanley Capital International Inc., in accordance with the methodology used to calculate the indices used in the calculation of clause (ii) of the Benchmark Return for the relevant Fiscal Quarter; provided that, in the event that the Macquarie Infrastructure Corporation Accumulation Index is not calculated by Morgan Stanley Capital International Inc., the Manager shall cause the institution then used to calculate the Macquarie Infrastructure Corporation Accumulation Index to calculate the Additional Offering Macquarie Infrastructure Corporation Accumulation Index in accordance with the methodology used to calculate the indices used in the calculation of clause (ii) of the Benchmark Return for the relevant Fiscal Quarter.

“ Additional Offering U.S. Net Equity Value ” means the aggregate USD amount of the total proceeds from any Additional Offering which is to be applied to increase U.S. Net Equity Value.

“ Additional Offering Weighted Average Percentage Change Of The MSCI Europe Utilities Index ” means the change in percentage terms for a relevant Fiscal Quarter calculated according to the following formula:

Z2 = N2 x (Q2 - P2) / P2

where

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

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

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

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

“ Additional Offering Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index ” means the change in percentage terms for a relevant Fiscal Quarter calculated according to the following formula:

Y2 = J2 x (L2 - K2) / K2

where

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

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

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

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

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

“ Agreement ” or “ Management Services Agreement ” means this Third Amended and Restated Management Services Agreement, including all Exhibits and Schedules attached hereto, as amended and/or restated from time to time. Words such as “ herein ,” “ hereinafter ,” “ hereof ,” “ hereto ” and “ hereunder ” refer to this Agreement as a whole, unless the context otherwise requires.

“ AUD ” means the lawful currency of the Commonwealth of Australia.

“ Bankruptcy Law ” means title 11, United States Code or any similar federal or state law for the relief of debtors.

“ Base Fee VWAP ” has the meaning set forth in Section 7.2(e)(i).

“ Base Management Fee ” means in respect of a calendar month:

(i)          where the Net Investment Value is less than or equal to USD500 million, 0.125% per calendar month of the Net Investment Value,

(ii)         where the Net Investment Value is greater than USD500 million but less than or equal to USD1,500 million, USD0.625 million per calendar month plus 0.10417% per calendar month of such Net Investment Value exceeding USD500 million but not exceeding USD1,500 million, or

(iii)        where the Net Investment Value is greater than USD1,500 million, USD1.66667 million per calendar month plus 0.08333% per calendar month of such Net Investment Value exceeding USD1,500 million;

less

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

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

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

“ Benchmark Return ” means the amount expressed in USD in respect of a Fiscal Quarter in accordance with the following formula:

BR = BR1 + BR2

where

BR = the Benchmark Return for the Fiscal Quarter;

and

(i)          BR1 = X1 x (Y1 + Z1)

where

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

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

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

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

(ii)         BR2 = X2 x (Y2 + Z2)

where

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

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

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

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

“ Board ” or “ Board of Directors ” means, with respect to the Company, any Managed Subsidiary or any Subsidiary, as the case may be, the Board of Directors of the Company, such Managed Subsidiary or Subsidiary, or any committee of the Board of Directors that has been duly authorized by the Board of Directors to make a decision on the matter in question or bind the Company, such Managed Subsidiary or such Subsidiary, as the case may be, as to the matter in question.

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

“ Business Day ” means a day of the year on which banks are not required or authorized to close in The City of New York.

“ Bylaws ” means the Bylaws of Macquarie Infrastructure Corporation, effective May 21, 2015, as amended and/or restated from time to time.

“ Certificate ” means a certificate representing shares of Company Common Stock.

“ Certificate of Incorporation ” means the Certificate of Incorporation of Macquarie Infrastructure Corporation, effective May 21, 2015, as amended and/or restated from time to time.

“ Chairman ” means the Chairman of the Board of Directors of the Company.

“ Chief Executive Officer ” means the Chief Executive Officer of the Company, including any interim Chief Executive Officer.

“ Chief Financial Officer ” means the Chief Financial Officer of the Company, including any interim Chief Financial Officer.

“ Commencement Date ” has the meaning set forth in Section 2.4.

“ Company ” has the meaning set forth in the first paragraph of this Agreement.

“ Company Common Stock ” means the common stock, $0.001 par value per share, of the Company.

“ Company Officers ” means the Chief Executive Officer and the Chief Financial Officer and any other officer of the Company hereinafter appointed by the Board of Directors of the Company.

“ Company Preferred Stock ” means the preferred stock of the Company, which may be issued in one or more series in accordance with the Certificate of Incorporation.

“ Company Special Stock ” means the special stock, par value $0.001 per share of the Company.

“ Compensation Committee ” means the Compensation Committee of the Board of Directors of the Company.

“ Contracted Assets ” means businesses that derive a majority of their revenues from long-term contracts with other businesses or governments.

“ Conversion ” has the meaning set forth in the Preamble.

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

“ Custodian ” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

“ Deficit ” means the aggregate amounts in USD in respect of each Fiscal Quarter since a Performance Fee last became due and payable, not including the Fiscal Quarter in respect of which a calculation is being made, by which the Benchmark Return for each such Fiscal Quarter exceeds the Return for that Fiscal Quarter (if any).

“ Delisting Event ” means a transaction or series of related transactions involving the acquisition of shares of Company Common Stock by third parties in an amount that results in the shares of Company Common Stock ceasing to be listed on a recognized U.S. national securities exchange because the shares of Company Common Stock ceased to meet the distribution and trading criteria of such exchange or market.

“ Earnings Release Day ” means any Business Day that the Company releases to the public quarterly or annual historical consolidated financial information.

“ Election Period ” has the meaning set forth in Section 7.2(e)(ii).

“ Exchange ” means the exchange of all issued and outstanding shares of Trust Stock for LLC Interests in connection with the dissolution of the Trust.

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

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

“ Fiscal Quarter End Date ” means the last day of a Fiscal Quarter.

“ Fiscal Year ” means (i) the period commencing on the Commencement Date and ending on December 31, 2004 and (ii) any subsequent 12-month period commencing on January 1 and ending on December 31.

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

“ Full Base Fee Cash Amount ” has the meaning set forth in Section 7.2(e)(iii)(A).

“ Full Performance Fee Cash Amount ” has the meaning set forth in Section 7.3(e)(iii)(A).

“ Future Investment ” means a contractual commitment to invest represented by a definitive agreement.

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

“ Independent Director ” means a director who (a) (i) is not an officer or employee of the Company, or an officer, director or employee of any of the Managed Subsidiaries or any Subsidiary, (ii) was not elected as a director by the holders of the Company Special Stock voting separately as a class and (iii) is not affiliated with the Manager or any Manager Affiliate; and (b) complies with the independence requirements under the Exchange Act and the NYSE Rules.

“ Initial Investment ” has the meaning set forth in Section 2.2.

“ Initial Level of the Additional Offering Macquarie Infrastructure Corporation Accumulation Index ” means the initial value designated at the time of the establishment of the relevant Additional Offering Macquarie Infrastructure Corporation Accumulation Index, which shall be based on the offering price of the Additional Shares issued in the relevant Additional Offering.

“ Liabilities ” has the meaning set forth in Section 11.1.

“ LLC Agreement ” means the Third Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC dated as of June 22, 2007.

“ LLC Interest ” means a limited liability company interest in the Predecessor Company in accordance with the LLC Agreement.

“ LLC Interest Certificate ” means a certificate representing LLC Interests.

“ Manager Affiliate ” means any Affiliate of the Manager other than the Company, any Subsidiary of the Company or any Person who would be deemed a Manager Affiliate solely as a result of such Person’s association with the Company or any Subsidiary of the Company.

“ Macquarie Infrastructure Corporation Accumulation Index ” means the Macquarie Infrastructure Corporation Accumulation Index or any predecessor index, including the Macquarie Infrastructure Company LLC Accumulation Index, as calculated by Morgan Stanley Capital International Inc., in accordance with the methodology used to calculate the MSCI U.S. IMI/Utilities Index and the MSCI Europe Utilities Index from time to time. In the event that the indices used in the calculation of the Benchmark Return are not calculated by Morgan Stanley Capital International Inc., the Manager may select another institution of comparable recognized standing that is not a Manager Affiliate to calculate the Macquarie Infrastructure Corporation Accumulation Index in a manner consistent with the methodology used to calculate the MSCI U.S. IMI/Utilities Index and the MSCI Europe Utilities Index.

“ Macquarie Managed Investment Vehicle ” means an entity which is managed by the Manager or a Manager Affiliate where such Person receives remuneration, other than expense reimbursement or indemnity for Costs, for managing the entity.

“ Managed Subsidiary ” and “ Managed Subsidiaries ” have the meanings set forth in the first paragraph of this Agreement.

“ Manager ” has the meaning set forth in the first paragraph of this Agreement.

“ Market Value of the Shares of Company Common Stock ” means the product of (1) the average number of shares of Company Common Stock issued and outstanding, other than those held in treasury, during that period commencing on and including the first Trading Day in the relevant calendar month and ending on and including the last Trading Day in the relevant calendar month, multiplied by (2) the volume weighted average trading price per share of Company Common Stock traded on the NYSE over that period commencing on and including the first Trading Day in the relevant calendar month and ending on and including the last Trading Day in the relevant calendar month.

“ MIRA ” has the meaning set forth in Section 3.1(b)(iii).

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

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

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

“ Net Investment Value ” means:

(a)          the Market Value of the shares of Company Common Stock; plus

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

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

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

“ New Investment Vehicle ” has the meaning set forth in Section 3.1(b)(iii).

“ NYSE ” means the New York Stock Exchange, Inc.

“ NYSE Rules ” means the rules of the New York Stock Exchange.

“ Partial Base Fee Cash Amount ” has the meaning set forth in Section 7.2(e)(iii)(B).

“ Partial Performance Fee Cash Amount ” has the meaning set forth in Section 7.3(e)(iii)(B).

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

“ Performance Fee VWAP ” has the meaning set forth in Section 7.3(e)(i).

“ Performance Test Return ” means the amount expressed in percentage terms in accordance with the following formula:

(C1 — B1) / B1

where

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

“ Performance Test Benchmark Return ” means the amount expressed in percentage terms in accordance with the following formula:

Y1 + Z1

where

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

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

“ Plan of Conversion ” has the meaning set forth in the Preamble.

“ Previous Agreement ” has the meaning set forth in the Preamble.

“ Predecessor Company ” has the meaning set forth in the Preamble.

“ Regulated Assets ” means businesses that are the sole or predominant providers of at least one essential service in their service areas and where the level of revenue earned or charges imposed are regulated by government entities.

“ Return ” means the amount expressed in USD in respect of a Fiscal Quarter in accordance with the following formula:

R = R1 + R2

where

R = the Return for the Fiscal Quarter

and

R1 = A1 x (C1 — B1) / B1

where

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

A1 = the average number of shares of Company Common Stock issued and outstanding, other than those held in treasury, during the last 15 Trading Days in the previous Fiscal Quarter multiplied by the volume weighted average trading price per share of Company Common Stock traded on the NYSE during such 15 Trading Days;

B1 = the average of the daily closing Macquarie Infrastructure Corporation Accumulation Index over the last 15 Trading Days of the previous Fiscal Quarter; and

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

(ii)         R2 = A2 x (C2 — B2) / B2

where

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

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

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

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

“ Rules and Regulations ” means the rules and regulations promulgated under the Exchange Act or the Securities Act.

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

“ Services ” has the meaning set forth in Section 3.1(b).

“ Stockholders ” means all Persons that at any time hold shares of Company Common Stock.

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

“ Surplus ” means the aggregate amounts in USD in respect of each Fiscal Quarter since a Performance Fee has become due and payable, not including the Fiscal Quarter in respect of which a calculation is being made, by which the Return for each such Fiscal Quarter exceeds the Benchmark Return for that Fiscal Quarter.

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

“ Termination Date ” means the date on which this Agreement and the obligations of the Manager hereunder terminate.

“ Termination Fee ” means the amount calculated as follows:

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

“ The Macquarie Group ” means the Macquarie Group of companies, which comprises Macquarie Bank Limited, or its ultimate parent company, and their respective subsidiaries and affiliates worldwide.

“ Threshold Price ” has the meaning set forth in Section 7.2(e)(iii).

“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the shares of Company Common Stock are not listed on the NYSE, on the principal other national or regional securities exchange or interdealer quotation system on which the shares of Company Common Stock are then listed or quoted.

“ Trust ” means Macquarie Infrastructure Company Trust, which prior to its dissolution, held one hundred percent (100%) of the ownership interest in the Company.

“ Trust Stock ” means the shares of beneficial interest of the Trust.

“ USD ” means the lawful currency of the United States of America.

“ User Pays Assets ” means businesses that are transportation-related and derive a majority of their revenues from a per use fee or charge.

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

“ Weighted Average Percentage Change Of The MSCI Europe Utilities Index ” means the change in percentage terms for a period calculated according to the following formula:

Z1 = N1 x (Q1 — P1) / P1

where

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

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

P1 = the average closing MSCI Europe Utilities Index over the last 15 Trading Days of the previous Fiscal Quarter; and

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

“ Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index ” means the change in percentage terms for a Fiscal Quarter calculated according to the following formula:

Y1 = J1 x (L1 — K1) / K1

where

Y1 = the Weighted Average Percentage Change of the MSCI U.S. IMI/Utilities Index;

J1 = the percentage of Net Equity Value attributable to the U.S. Net Equity Value on the last Business Day of the previous Fiscal Quarter;

K1 = the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days of the previous Fiscal Quarter; and

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

Article II

APPOINTMENT OF THE MANAGER

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

Section 2.2            Initial Investment . The Manager acquired from the Company the number of shares of Trust Stock having an aggregate purchase price of $50 million, concurrently with the initial public offering of the Trust Stock (including the LLC Interests issued upon the Exchange, the “ Initial Investment ”) and at a per share purchase price equal to the per share initial public offering price. 30% of the Initial Investment may be disposed of at any time. 70% of the Initial Investment had to be held for a period of not less than 12 months from the Commencement Date, which period has concluded. At any time from and after the first anniversary of the Commencement Date, the Manager may dispose of a further 35% of the Initial Investment and may dispose of the balance of the Initial Investment at any time from and after the third anniversary of the Commencement Date, which period has concluded.

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

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

Section 2.5            Company Special Stock . In order to give effect to the special voting rights of the Manager under the previous agreement to appoint one director of the Predecessor Company and to induce the Manager to enter into this Agreement in connection with the Conversion, the Company shall issue to the Manager simultaneously herewith 100 shares of Company Special Stock having the terms provided in the Certificate of Incorporation.

Article III

SERVICES TO BE PERFORMED BY THE MANAGER

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

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

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

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

(iii)        identify, evaluate and recommend, through the Company Officers, acquisitions or investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries within the Macquarie Infrastructure and Real Assets Division (or any successor thereto) of the Macquarie Group ( “ MIRA ”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to MIRA; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “ New Investment Vehicle ”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate;

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

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

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

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

(viii)      recommend to the Board of Directors of the Company capital reductions including repurchases of shares of Company Common Stock;

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

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

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

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

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

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

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

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

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

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

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

(xviii)    prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

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

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

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

(xxii)      cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation;

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

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

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

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

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

(c)          In addition, the Manager must:

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

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

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

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

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

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

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

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

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

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

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

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

(ii)         the Company, the Managed Subsidiaries and each of their Subsidiaries provide to the Manager all reports (including monthly management reports and all other relevant reports) which the Manager may reasonably require and on such dates as the Manager may reasonably require.

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

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

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

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

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

(h )            The Company shall grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition, to each person seconded to the Company by the Manager, in their respective capacities at the Company, in each case to the fullest extent of the provisions of the Certificate of Incorporation and the Bylaws with respect to the indemnification and advancement of expenses of directors and officers of the Company, and shall maintain adequate directors and officers insurance customary for publicly traded companies with comparable market capitalization, at its expense.

Article IV

POWERS OF THE MANAGER

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

(b)           In accordance with the terms of the Certificate of Incorporation, for so long as the Manager or any Manager Affiliate holds at least 200,000 shares of Company Common Stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the holders of the Company Special Stock voting as a separate class shall have the right to elect one director of the Company’s Board of Directors, and such director shall serve as the Chairman. During such period, the Company will nominate an individual designated by the Manager to be elected as a director of the Company by the holders of the Company Special Stock voting separately as a class.

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

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

Section 4.3            Manager’s Duties Exclusive . The Company and the Managed Subsidiaries agree that during the term of this Agreement the duties and obligations imposed on the Manager under Article III are to be performed exclusively by the Manager or its delegates or agents and the Company and the Managed Subsidiaries will not, through the exercise of the powers of their employees, Boards of Directors or their shareholders or members, as the case may be, perform the duties and obligations to be performed by the Manager except in circumstances where it is necessary to do so to comply with applicable law or as otherwise agreed by the Manager in writing.

Article V

INSPECTION OF RECORDS

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

Article VI

AUTHORITY OF THE COMPANY,
THE MANAGED SUBSIDIARIES AND THE MANAGER

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

Article VII

MANAGEMENT FEES

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

Section 7.1            [INTENTIONALLY OMITTED]

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

(b)          The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day.

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

(d)          The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b).

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

(i)          If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in shares of Company Common Stock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a share of Company Common Stock during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “ Base Fee VWAP ”).

(ii)         In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common Stock, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in shares of Company Common Stock during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22 ^nd Trading Day after such Earnings Release Day (such period, an “ Election Period ”) (subject to the third sentence of this Section 7.2(e)(ii)). Such shares of Company Common Stock shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in LLC Interests remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in shares of Company Common Stock.

(iii)        Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common Stock, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a share of Company Common Stock on the 22 ^nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “ Threshold Price ”), then:

(A)         in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in shares of Company Common Stock, then the Manager instead shall (x) receive from the Company cash in an amount (the “ Full Base Fee Cash Amount ”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in shares of Company Common Stock as contemplated by the preceding clauses (i) and (ii); and

(B)         in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in shares of Company Common Stock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “ Partial Base Fee Cash Amount ”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in shares of Company Common Stock as contemplated by the preceding clauses (i) and (ii).

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

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

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

(c)          The Performance Fee, if any, to which the Manager is entitled under this Section 7.3 is due in cash (subject to Section 7.3(e)) as of the Fiscal Quarter End Date of the relevant Fiscal Quarter and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b).

(d)          The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in shares of Company Common Stock.

(i)          If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common Stock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Stock equal to such amount of the Performance Fee calculated pursuant to Section 7.3(b), divided by the volume weighted average trading price of a share of Company Common Stock during the period commencing on and including the first Trading Day of the last calendar month of the relevant Fiscal Quarter and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “ Performance Fee VWAP ”).

(ii)         In the event the Manager determines to invest all or any portion of its Performance Fee for any Fiscal Quarter in shares of Company Common Stock, it shall notify the Company and the Compensation Committee of the percentage of the Performance Fee to be invested in shares of Company Common Stock during the Election Period immediately preceding the Fiscal Quarter End Date for such Fiscal Quarter (subject to the third sentence of this Section 7.3(e)(ii)). Such shares of Company Common Stock shall be issued to the Manager in accordance with Section 7.3(d). Any election made by the Manager during any Election Period pursuant to this Section 7.3(e)(ii) shall be effective beginning with the fiscal quarter after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding Fiscal Quarter after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Performance Fees to which the Manager is entitled in LLC Interests remains in full force and effect and shall apply to any and all Performance Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in shares of Company Common Stock.

(iii)        Notwithstanding anything in this Section 7.3(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in shares of Company Common Stock, and (y) the Performance Fee VWAP for such Fiscal Quarter exceeds the Threshold Price, then:

(A)         in the event the Manager previously had determined to invest 100% of its Performance Fee for such Fiscal Quarter in shares of Company Common Stock, then the Manager instead shall (x) receive from the Company cash in an amount (the “ Full Performance Fee Cash Amount ”) equal to the product of such Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such Performance Fee (excluding the Full Performance Fee Cash Amount) in shares of Company Common Stock as contemplated by the preceding clauses (i) and (ii); and

(B)         in the event the Manager previously had determined to invest any portion (less than 100%) of its Performance Fee for such Fiscal Quarter in shares of Company Common Stock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “ Partial Performance Fee Cash Amount ”) equal to the product of such portion of its Performance Fee multiplied by a fraction, the numerator of which shall be the excess of the Performance Fee VWAP over the Threshold Price, and the denominator of which shall be the Performance Fee VWAP, and (y) invest the remainder of such portion of its Performance Fee (excluding the Partial Performance Fee Cash Amount) in shares of Company Common Stock as contemplated by the preceding clauses (i) and (ii).

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

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

Section 7.4            Registration Rights . On the Commencement Date, the Company and the Manager entered into a registration rights agreement whereby the Company has undertaken to register with the Securities and Exchange Commission the offer and resale of any LLC Interests purchased by the Manager, including but not limited to LLC Interests purchased as the Initial Investment pursuant to Section 2.2 and LLC Interests purchased pursuant to this Article VII. In connection with the Conversion, on the date hereof the Company and the Manager have entered into an Amended and Restated Registration Rights Agreement.

Section 7.5            Ability to Issue Shares of Company Common Stock . The Company will at all times have reserved a sufficient number of shares of Company Common Stock to enable the Manager to invest all reasonably foreseeable fees received in shares of Company Common Stock.

Section 7.6            Future Issuances of Company Preferred Stock . If the Company shall at any time issue Company Preferred Stock, the Company and the Manager may amend this Agreement with respect to the calculation of the Base Management Fees and Performance Fees payable to the Manager hereunder.

Article VIII

SECONDMENT OF PERSONNEL BY THE MANAGER

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

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

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

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

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

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

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

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

Any such individuals will have such titles and fulfill such functions as the Manager and the Company may mutually agree.

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

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

Article IX

EXPENSE REIMBURSEMENT

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

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

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

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

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

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

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

(g)          stock exchange listing fees;

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

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

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

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

(l)          engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries;

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

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

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

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

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

Article X

RESIGNATION AND REMOVAL OF THE MANAGER

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

(a)          If there is a Delisting Event, then

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

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

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

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

and

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

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

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

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

(A)         less than the number calculated by:

(i)          multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or

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

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

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

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

(A)         commences a voluntary case;

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

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

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

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

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

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

(C)         orders the liquidation of the Manager;

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

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

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

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

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

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

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

Article XI

INDEMNITY

Section 11.1          Indemnification of Manager . The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “ Indemnified Party ”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “ Liabilities ”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

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

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

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

Article XII

LIMITATION OF LIABILITY OF THE MANAGER

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

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

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

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

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

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

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

Article XIII

LEGAL ACTIONS

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

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

Article XIV

MISCELLANEOUS

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

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

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

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

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

If to the Company or the Managed Subsidiaries:

125 West 55 ^th Street

New York, New York, 10019

Facsimile: (212) 231-1828

Attention: James Hooke

If to the Manager:

Macquarie Infrastructure Management (USA) Inc.

125 West 55th Street

New York, New York, 10019

Facsimile: (212) 231-1828

Attention: James Hooke

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

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

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

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

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

[ Remainder of Page Left Intentionally Blank ]

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

[ Signature Page to Third Amended and Restated Management Services Agreement ]

SCHEDULE I

Priority Protocol

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

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

Exhibit 4.2

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

BETWEEN

MACQUARIE INFRASTRUCTURE CORPORATION

AND

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.

Dated as of May 21, 2015

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2015, is between Macquarie Infrastructure Corporation, a Delaware corporation (the “Company”) and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Manager”).

RECITALS

WHEREAS, Macquarie Infrastructure Company LLC, the predecessor entity of the Company (“Predecessor”) and the Manager are party to a Registration Rights Agreement, dated as of December 21, 2004 (the “Original Agreement”);

WHEREAS, pursuant to a Certificate of Conversion filed with the Secretary of State of the State of Delaware effective as of May 21, 2015, the Predecessor converted (the “Conversion”) into the Company, with each limited liability interest of Predecessor converting to one share of common stock, par value $0.001 per share (the “Common Stock,” which term shall include interests in the predecessors of the Company that will convert into such Common Stock in the Conversion) of the Company;

WHEREAS, pursuant to the terms of the Third Amended and Restated Management Services Agreement (the “Management Services Agreement”) dated as of the date hereof among the Manager, the Company, MIC Ohana Corporation and certain directly wholly owned subsidiaries of the Company as may from time to time execute a counterpart to the Management Services Agreement (each, a “Managed Subsidiary”; together, the “Managed Subsidiaries”), the Company and each Managed Subsidiary have agreed to appoint the Manager to manage their respective businesses and affairs as therein described;

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 Company and the Managed Subsidiaries, from time to time, in Common Stock of the Company in accordance with the terms therein (each, a “Management Fee Investment”; together, the “Management Fee Investments”);

WHEREAS, the parties hereto desire to revise the Original Agreement in connection with the Conversion.

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

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):

“Additional Initial Investment” means the 600,000 shares of Trust Stock comprising 30% of the Manager’s initial investment in the trust that was a predecessor entity of the Company.

“Automatically Effective Shelf” means any Registration Statement of the Company on Form S-3ASR that is currently effective and on file with the Commission that can be used for the registration and sale of the Company’s Common Stock.

“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.

“Common Stock” shall have the meaning set forth in the Recitals hereto.

“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 Shelf Registration Statement, the period commencing from the time such Shelf 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.

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

“Initial Investment” means the 1,400.000 shares of Trust Stock comprising 70% of the Manager’s initial investment in the trust that was a predecessor entity of the Company.

“LLC Interest” means a limited liability company interest in the Predecessor.

“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).

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

“Original Agreement” shall have the meaning set forth in the Recitals hereto.

“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.

“Prospectus Supplement” shall have the meaning set forth in Section 2.1.

“Registrable Shares” means the shares of Common Stock that were purchased by the Manager as the Initial Investment or the Additional Initial Investment or in connection with Management Fee Investments, plus the shares of Common Stock purchased by the Manager in connection with Management Fee Investments after the date hereof; provided, however, that Registrable Shares shall not include any shares of Common Stock that have been sold to the public either pursuant to a registration statement or Rule 144 or that have been sold in a private transaction in which the transferor’s rights under this Agreement were not assigned.

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

“Registration Statement” means any Shelf Registration Statement or any Company Registration Statement.

“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, including the Prospectus included therein, 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 shares of stock in the trust that was a predecessor entity of the Company; it being understood that the shares of Trust Stock were exchanged for LLC Interests in accordance with the Predecessor’s LLC operating agreement and that such LLC Interests will convert into shares of Common Stock pursuant to the Conversion.

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

DEMAND REGISTRATION

2.1 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 either (a) if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable Shares 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 or (b) if there is an Automatically Effective Shelf, file one or more prospectus supplements (each, a “Prospectus Supplement”) with the Commission for the sale and distribution of all or such portion of the Manager’s Registrable Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the Manager shall indicate whether the Manager wishes to sell the Registrable Shares pursuant to an underwritten offering.

The Manager shall be named as a selling security holder in such Shelf Registration Statement or Prospectus Supplement, in such a manner as to permit the Manager to deliver such Shelf Registration Statement or Prospectus Supplement 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 the date of any such amendment or supplement, and each Prospectus Supplement, as of the date of such Prospectus 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 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 or Prospectus Supplement, 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 ten (10) Business Days prior to the filing of any Shelf Registration Statement or Prospectus Supplement.

SECTION 3

PIGGYBACK REGISTRATION

3.1 Right to Piggyback.

(a) Subject to the terms and conditions hereof, whenever the Company proposes (i) to register, either for its own account or the account of a security holder or holders, any shares of Common 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 or (ii) to sell Common Stock pursuant to a Prospectus Supplement to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, 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 or Prospectus Supplement 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 to the extent reasonably practicable, but shall include all such shares to which the Manager has provided the Company with a written request for inclusion therein within three (3) business days after 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 on (i) Form S-1, S-3 or S-8, or their successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment program, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form (other than Form S-1, S-3 or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially the same information as would be required to be included in a Company Registration Statement or Prospectus Supplement pursuant to Section 2 above.

(c) The Company shall have the right to abandon, terminate and/or withdraw any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such Company Registration Statement and/or any Prospectus Supplement at any time prior to the consummation of an offering pursuant thereto, whether or not the Manager has elected to include securities in such Company Registration Statement or Prospectus Supplement.

3.2 If the Piggyback Registration with respect to 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 or Prospectus Supplement pursuant to 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 or Prospectus Supplement and underwriting. In the event of any such limitation of the number of shares of Common Stock to be underwritten, the Company shall so advise the Manager, and the number of shares included in such Company Registration Statement or Prospectus Supplement 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 or Prospectus Supplement.

SECTION 4

REGISTRATION PROCEDURES

The following provisions shall apply to any Registration Statement or Prospectus Supplement filed pursuant to Sections 2 and 3 hereof.

4.1 The Company shall:

(i) prepare and file with the Commission a Registration Statement on any form that may be utilized by the Company or a Prospectus Supplement that shall permit the disposition of the Registrable Shares in accordance with the intended method or methods thereof, as specified in writing by the Manager;

(ii) before filing any Registration Statement or related Prospectus or any Prospectus Supplement 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) (A) prepare and file with the Commission such amendments and post-effective amendments, if any, to any Registration Statement and file with the Commission any other required document that 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 (or any similar provisions then in force) under the Securities Act and cause any required Prospectus Supplement to be filed pursuant to Rule 424 (or any similar provisions then in force), 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 or Prospectus Supplement 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 or any Prospectus Supplement;

(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, or any Prospectus Supplement 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 any Registration Statement or the filing of any Prospectus Supplement, by the Commission or any other federal or state governmental authority for amendments or supplements thereto or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of any 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 or Prospectus Supplement 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 supplement to update the Prospectus or a Prospectus Supplement or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement or Prospectus Supplement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement or Prospectus or Prospectus Supplement 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 during which a Prospectus or Prospectus Supplement is required to be delivered under the Securities Act, that a Registration Statement, Prospectus or Prospectus Supplement, or amendment or supplement or post-effective amendment thereto, 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 or Prospectus Supplement, use its 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 reasonably requests in writing (which request may be included in the Notice and Questionnaire);

(vi) prior to any public offering of the Registrable Shares pursuant to a Registration Statement or Prospectus Supplement, 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 or Prospectus Supplement; provided that the Company will not be required to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which 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 in which it is not then so subject, or (C) become subject to the reporting requirements of such jurisdiction;

(vii) 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;

(viii) upon reasonable notice, for a reasonable period prior to the filing of any Registration Statement or Prospectus Supplement, 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;

(ix) if reasonably requested by the Manager, promptly incorporate in a supplement or post-effective amendment to a Registration Statement or Prospectus Supplement 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 supplement to the Prospectus 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;

(x) promptly furnish to the Manager, upon its request and without charge, at least one (1) conformed copy of each Registration Statement or Prospectus Supplement, 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

(xi) during each Effective Period, deliver to the Manager in connection with any sale of Registrable Shares pursuant to a Registration Statement or Prospectus Supplement, without charge, as many copies of the Prospectus or Prospectus Supplement relating to such Registrable Shares including any Preliminary Prospectus or preliminary Prospectus Supplement 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, Prospectus Supplement or each amendment or supplement thereto by the Manager in connection with any offering and sale of the Registrable Shares covered by such Prospectus, Prospectus Supplement 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 or Prospectus Supplement 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 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 an amendment or supplement to the related Prospectus or any Prospectus Supplement or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement or Prospectus Supplement 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 or Prospectus Supplement 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 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 clauses (i) and (ii) above, give notice to the Manager that the availability of any Registration Statement or Prospectus Supplement 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 or Prospectus Supplement until the Manager’s receipt of copies of the supplemented or amended Prospectus or Prospectus Supplement provided for in clause (A) above, or until it is advised in writing by the Company that the Prospectus or Prospectus Supplement may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus or Prospectus Supplement. The Company will use its best efforts to ensure that the use of the Prospectus or Prospectus Supplement 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.

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 or Prospectus Supplement applicable to such Registrable Shares until the Manager (i) shall have received copies of such amended or supplemented Prospectus or Prospectus Supplement and, if so directed by the Company, 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 or Prospectus Supplement 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 or Prospectus Supplement may continue.

4.4 The Company may require the Manager in connection with the Registrable Shares as to which any offering 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 or Prospectus Supplement relating to such offering 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 or Prospectus Supplement 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 security holders 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 an offering no later than the effective date of the Registration Statement or the filing date of any Prospectus Supplement, as the case may be.

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

4.8 From the period beginning with the termination of the Management Services Agreement and ending six months 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 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.

SECTION 5

MANAGER’S OBLIGATIONS

The Manager agrees, by acquisition of the Registrable Shares, that it shall not be entitled to sell any of such Registrable Shares pursuant to a Registration Statement or Prospectus Supplement or to receive a Prospectus or Prospectus Supplement relating thereto, unless it 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 the Registrable Shares that may be required to be disclosed in a Registration Statement or Prospectus Supplement under applicable law or pursuant to Commission comments. The Manager agrees, 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 or Prospectus Supplement without delivering, or causing to be delivered, a Prospectus or Prospectus Supplement to the purchaser thereof and, within ten (10) Business Days of a request by the Company confirm the amount of Registrable Shares sold pursuant to any Registration Statement or Prospectus Supplement. 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 FINRA 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 the Registration Statement, including any related Prospectus, or Prospectus Supplement, 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 Common 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 Statement or Prospectus, 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 thereto, or in any preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto or in any Prospectus Supplement, 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 or any Prospectus Supplement, 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 thereto, preliminary Prospectus, Prospectus or Prospectus Supplement. 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 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 thereto, or in any preliminary Prospectus, Prospectus or Prospectus Supplement, 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 or any Prospectus Supplement, 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 thereto, preliminary Prospectus, Prospectus or Prospectus Supplement, 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 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.

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 Common 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 of 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 600,000 shares of Common Stock (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 Company’s organizational documents 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, offering, 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 Corporation

125 West 55th Street

New York, New York 10019

Facsimile: (212) 231-1828

Attention: Michael Kernan

(b) If to the Manager:

Macquarie Infrastructure Management (USA) Inc.

125 West 55th Street

New York, New York 10019

Facsimile: (212) 231-1000

Attention: Jay Davis

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.

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 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 it deems such enforcement necessary or advisable to protect its rights.

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

[ Signature Page to Amended and Restated Registration Rights Agreement ]

SCHEDULE 1

FORM OF NOTICE AND QUESTIONNAIRE

SHARES OF COMMON STOCK OF

MACQUARIE INFRASTRUCTURE CORPORATION

Macquarie Infrastructure Management (USA) Inc. (the “Manager”), beneficial holder of [_______] shares of beneficial interest (the “Registrable Shares”) of Macquarie Infrastructure Corporation (the “Company”) hereby requests that the Company file with the Securities and Exchange Commission (the “Commission”) a [prospectus supplement (the “Prospectus Supplement”) relating to a proposed public offering by the Manager pursuant to the Company’s registration statement on Form S-3][shelf registration statement (the “Shelf Registration Statement”)] for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of [●] of the Manager’s Registrable Securities. This notice is being made pursuant to the Manager’s rights under Section 2 of the Amended and Restated Registration Rights Agreement, dated [●], 2015 (the “Registration Rights Agreement”). [The proposed offering shall be an underwritten public offering.] 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 [Prospectus Supplement][Shelf Registration Statement], the Manager generally will be required to be named as a selling security holder in the [Prospectus Supplement][related Prospectus] and to deliver [the Prospectus Supplement][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 Supplement][Prospectus] and therefore will not be permitted to sell any Registrable Shares pursuant to the [Prospectus Supplement][Shelf Registration Statement]. Upon receipt of a completed Notice and Questionnaire from the Manager, following the effectiveness of any Shelf Registration Statement, if applicable, the Company will, as promptly as practicable but in any event within five Business Days of such receipt, file such [Prospectus Supplement][amendments to the Shelf Registration Statement or supplements to the related Prospectus] as are necessary to permit the Manager to deliver such [Prospectus Supplement][Prospectus] to purchasers of Registrable Shares.

Certain legal consequences arise from being named as a selling security holder in the [Prospectus Supplement][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 [Prospectus Supplement][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 the [Prospectus Supplement][Shelf Registration Statement]. The 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 the [Prospectus Supplement][Shelf Registration Statement or the related Prospectus] in reliance upon the information provided in this Notice and Questionnaire.

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 CORPORATION AT:

125 West 55th Street

New York, New York 10019

Attention: Jay Davis

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

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:

(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.

[●]

Telephone, including area code: [________]

Fax, including area code: [●]

Contact Person:

(a)   Number of Registrable Shares beneficially owned:

_____ shares of beneficial interest of Macquarie Infrastructure Corporation

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

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

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

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

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

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

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 [Prospectus Supplement][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, 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 the [Prospectus Supplement][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 [Prospectus Supplement][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 [prior to the consummation of the offering pursuant to the Prospectus Supplement][while the 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 and 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 the [Prospectus Supplement][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 the [Prospectus Supplement][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.

Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE (as defined herein) (this “ Second Supplemental Indenture ”), dated as of May 21, 2015, between Macquarie Infrastructure Corporation, a Delaware corporation (the “ Company ”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “ Trustee ”).

WITNESSETH:

WHEREAS, the predecessor to the Company, Macquarie Infrastructure Company LLC, a Delaware limited liability company (“ MIC LLC ”), has heretofore executed and delivered to the Trustee a Senior Debt Securities Indenture dated July 15, 2014 (the “ Base Indenture ”) and a First Supplemental Indenture to the Base Indenture, dated as of July 15, 2014 (the “ First Supplemental Indenture, ” and together with the Base Indenture, the “ Indenture ”), providing for the issuance of its 2.875% Convertible Senior Notes due 2019 (the “ Notes ”);

WHEREAS, on May 21, 2015, MIC LLC converted (the “ Conversion ”) from a Delaware limited liability company to a Delaware corporation named Macquarie Infrastructure Corporation (“ MIC Corp ”));

WHEREAS, at the effective time of the Conversion (the “ Effective Time ”) each limited liability company interest (“ LLC Interest ”) of MIC LLC issued and outstanding immediately prior to the Effective Time, by virtue of the Conversion and without any action on the part of MIC LLC, the Company or the holders of the LLC Interests, was automatically converted into a share of common stock, par value $0.001 per share (the “ Common Stock ”) of MIC Corp;

WHEREAS, Section 8.07 of the First Supplemental Indenture provides that, in connection with, among other things, any recapitalization, reclassification or change of the LLC Interests of MIC LLC, as a result of which LLC Interests would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for such LLC Interests, then the Company shall execute with the Trustee a supplemental indenture providing that the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification or change of the LLC Interests by a holder of a number of LLC Interests issuable upon conversion of such Notes immediately prior to such recapitalization, reclassification or change of the LLC Interests;

WHEREAS, Section 7.02(a) of the Indenture provides that the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may enter into a supplemental indenture, without the consent of the holders of any of the Notes at the time outstanding, to make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 8.07 of the Indenture;

WHEREAS, immediately prior to the Effective Time, each $1,000 principal amount of Notes was convertible into approximately 11.7942 shares of LLC Interests;

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee the Officers’ Certificate and the Opinion of Counsel described in Sections 1.02 of the Base Indenture and 8.07(b) of the First Supplemental Indenture; and

WHEREAS, all other acts and proceedings required by applicable law and the Indenture necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make this Second Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed.

NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the Indenture which, absent this Second Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:

Article 1

AMENDMENTS

Section 1.01.  Settlement Upon Conversion . In accordance with Section 7.02(a) of the First Supplemental Indenture, from and after the date of this Second Supplemental Indenture, the right to convert each $1,000 principal amount of Notes into LLC Interests is hereby changed, to a right to convert such $1,000 principal amount of Notes into Common Stock, calculated so that a holder will be entitled to receive a number of shares of Common Stock equal to the number of LLC Interests such holder would have been entitled to receive prior to the Conversion. The provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert each Note into the Common Stock.

Section 1.02.  Effectiveness . This Second Supplemental Indenture will become effective and operative and binding upon each of the Company, the Trustee and the Holders as of the Effective Time.

Article 2

MISCELLANEOUS PROVISIONS

Section 2.01.  Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2.20 . Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions of the Indenture shall remain in full force and effect.

Section 2.03.  Governing Law . The laws of the State of New York shall govern this Second Supplemental Indenture.

Section 2.04.  Headings, Etc . The titles and headings of the articles and sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 2.05.  Separability . In case any provision in the Indenture, as modified by this Second Supplemental Indenture, or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.06.  Execution in Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

[ Signature Page to Second Supplemental Indenture ]