FOURTH AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT AMONG MACQUARIE INFRASTRUCTURE HOLDINGS, LLC, MACQUARIE INFRASTRUCTURE CORPORATION, AND MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC. Dated as of September 22, 2021Management Services Agreement • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BETWEEN MACQUARIE INFRASTRUCTURE HOLDINGS, LLC AND MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC. Dated as of September 22, 2021Registration Rights Agreement • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2021, is between Macquarie Infrastructure Holdings, LLC, a Delaware limited liability company (the “Company”) and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Manager”).
AMENDED AND RESTATED DISPOSITION AGREEMENT AMONG MACQUARIE INFRASTRUCTURE HOLDINGS, LLC, MACQUARIE INFRASTRUCTURE CORPORATION, AND MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC. Dated as of September 22, 2021Disposition Agreement • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
ContractFourth Supplemental Indenture • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FOURTH SUPPLEMENTAL INDENTURE (as defined herein) (this “Fourth Supplemental Indenture”), dated as of September 22, 2021, between Macquarie Infrastructure Holdings, LLC, a Delaware limited liability company (“MIH”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MACQUARIE INFRASTRUCTURE HOLDINGS, LLCLimited Liability Company Agreement • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of Macquarie Infrastructure Holdings, LLC, a Delaware limited liability company (the “Company”), effective immediately prior to the Effective Time, is entered into by Macquarie Infrastructure Corporation, a Delaware corporation (“MIC Corp.”), and each other Person who becomes a Unitholder as provided herein. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Section 1.1.
DESCRIPTION OF COMMON UNITSDescription of Common Units • September 22nd, 2021 • Macquarie Infrastructure Holdings, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
The following description is a summary of the material provisions of the limited liability company interests in Macquarie Infrastructure Holdings, LLC (“MIH”). We entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) on September 22, 2021. The LLC Agreement provides for the issuance of the units, as well as the rights of holders of the units, including with respect to voting rights and participation in distributions. The statements below are subject to and are qualified in their entirety by reference to all of the provisions of the LLC Agreement. The LLC Agreement will govern your rights as holders of the units. The terms of these securities also may be affected by the Delaware Limited Liability Company Act (the “DLLCA”). Certain provisions of the LLC Agreement are intended to be consistent with the Delaware General Corporation Law (the “DGCL”). Any provision of the DGCL referred to in, or incorporated by, the LLC Agreement will be, unless other
