MACQUARIE INFRASTRUCTURE COMPANY LLC 6,150,000 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2013 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”), and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Selling Shareholder”), propose to sell an aggregate of 6,150,000 of the Company’s limited liability company interests (the “Firm Shares”). Of the 6,150,000 Firm Shares, 3,382,500 are being sold by the Company and 2,767,500 by the Selling Shareholder. In addition, the Company and the Selling Shareholder propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) the option to purchase up to an aggregate of 922,500 additional limited liability company interests on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company and the Selling Shareholder by the Unde
