0000950123-05-013524 Sample Contracts

JOINDER AGREEMENT
Joinder Agreement • November 14th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations)

This Joinder Agreement is executed this 16th day of September, 2005, by Macquarie Gas Holdings LLC (“Assignee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement (defined below).

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ASSIGNMENT AGREEMENT
Purchase Agreement • November 14th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This Assignment (this “Assignment”) is entered into effective as of September 16, 2005 (the “Effective Date”), by and between Macquarie Infrastructure Company Inc., a Delaware corporation (“Assignor”) and Macquarie Gas Holdings LLC, a Delaware limited liability company (“Assignee”).

SECOND AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • November 14th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This Second Amendment is made this 21st day of October, 2005 by and among k1 Ventures Limited, a Singapore company (“Seller”), K-1 HGC Investment, L.L.C., a Hawaii limited liability company (“HGC Investment”), and Macquarie Gas Holdings LLC, a Delaware limited liability company (“Buyer”).

LOAN AGREEMENT [LIBOR] BETWEEN PCAA SP, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS BORROWER AND GMAC COMMERCIAL MORTGAGE BANK, A UTAH INDUSTRIAL BANK AS LENDER DATED AS OF OCTOBER 3, 2005
Loan Agreement • November 14th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York

THIS LOAN AGREEMENT is made as of this 3rd day of October, 2005 by PCAA SP, LLC, a Delaware limited liability company (“Borrower”), as borrower, and GMAC COMMERCIAL MORTGAGE BANK, a Utah industrial bank (together with its successors and assigns, “Lender”), as lender.

CREDIT AGREEMENT Dated as of November 11, 2005 among Macquarie Infrastructure Company Inc. (d/b/a Macquarie Infrastructure Company (US)) as Borrower, Macquarie Infrastructure Company LLC as Holdings, The Lenders and Issuers Party Hereto and Citicorp...
Credit Agreement • November 14th, 2005 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • New York

Credit Agreement, dated as of November 11, 2005, among Macquarie Infrastructure Company Inc., a Delaware corporation (doing business in New York as Macquarie Infrastructure Company (US)), as borrower (the “Borrower”), Macquarie Infrastructure Company LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined below), the Issuers (as defined below) and Citicorp North America, Inc. (“Citicorp”), as agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the Collateral Documents (each as defined below), the “Administrative Agent”).

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