SECOND AMENDED AND RESTATED TRUST AGREEMENT OF MACQUARIE INFRASTRUCTURE COMPANY TRUST AMONG MACQUARIE INFRASTRUCTURE COMPANY LLC as Sponsor, WELLS FARGO DELAWARE TRUST COMPANY as Delaware Trustee, AND THE REGULAR TRUSTEE NAMED HEREIN Dated as of...Trust Agreement • September 7th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 1, 2005 among (i) Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Sponsor”), (ii) Wells Fargo Delaware Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), and (iii) Peter Stokes, an individual, whose address is c/o Macquarie Infrastructure Company LLC, 125 West 55th Street, New York, New York 10019 (the “Regular Trustee” and, collectively with the Delaware Trustee, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF MACQUARIE INFRASTRUCTURE COMPANY LLC Dated as of September 1, 2005Operating Agreement • September 7th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Amended Agreement”) shall be effective as of the 1 day of September, 2005 and is entered into by Macquarie Infrastructure Company Trust (the “Original Member”) as a Member pursuant to the provisions of the Act (as defined below) as in effect on the date hereof. The Original Member hereby agrees to the amendment and restatement of the Operating Agreement dated as of April 13, 2004 (the “Original Operating Agreement”), as previously amended and restated by the Amended and Restated Operating Agreement dated as of December 21, 2004, as provided herein.
