DISSOLUTION AND WINDING-UP 50. Section 14.1 Dissolution Events 50 Section 14.2 Winding-Up 51 Section 14.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts 52 Section 14.4 Deemed Distribution and Recontribution 52 Section 14.5 Rights of Members 53 Section 14.6 Notice of Dissolution/Termination 53 Section 14.7 Allocations During Period of Liquidation 53 Section 14.8 Character of Liquidating Distributions 53 Section 14.9 The Liquidator 53 Section 14.10 Form of Liquidating Distributions 54 ARTICLE 15 MISCELLANEOUS 54 Section 15.1 Notices 54 Section 15.2 Binding Effect 55 Section 15.3 Construction 55 Section 15.4 Time 55 Section 15.5 Headings 55 Section 15.6 Severability 55 Section 15.7 Incorporation by Reference 55 Section 15.8 Variation of Terms 55 Section 15.9 Governing Law and Consent to Jurisdiction/Service of Process 56 Section 15.10 Waiver of Jury Trial 56 Section 15.11 Counterpart Execution 56 Section 15.12 Specific Performance 56 Exhibit A — Specimen LLC Interest Certificate A-1 Exhibit B — Form of Economic Disclosure Statement and Affidavit B-1 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.
