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- 2.7 Unit Purchase Agreement
- 2.8 Stock Purchase Agreement
- 2.9 Unit Purchase Agreement
- 2.10 Stock Purchase Agreement
- 2.11 Amended and Restated Trust Agreement
- 3.3 Form of Amended and Restated Trust Agreement
- 3.6 Form of Amended and Restated Operating Agreement
- 3.7 Amended and Restated Certificate of Tust
- 3.8 Amended and Restated Certificate of Formation
- 3.9 Certificate of Amendment to Certificate of Incorporation
- 3.10 Certificate of Formation
- 3.11 Certificate of Formation
- 3.12 Certificate of Formation
- 3.13 Form of Limited Liability Company Agreement
- 5.1 Form of Opinion of Potter Anderson & Corroon LLP
- 10.1 Form of Management Services Agreement
- 10.2 Form of Registration Rights Agreement
- 10.3 Terms and Conditions of Class a Preferred Equity Certificates
- 10.4 Terms and Conditions of Class B Preferred Equity Certificates
- 10.8 Form of Deed of Novation to Shareholders' Agreement
- 10.19 Form of Deed of Novation Related to the Secondment Agreement
- 10.25 District Cooling System Use Agreement
- 10.26 Debt Agreement
- 10.28 Credit Agreement
- 10.29 Form of Parent Company Guarantee
- 10.30 Letter Agreement
- 16.1 Resignation Letter of Ernst & Young LLP
- 16.2 Letter from Ernst & Young LLP
- 23.3 Consent of Ernst & Young LLP
- 23.4 Consent of Deloitte & Touche LLP
- 23.5 Consent of KPMG LLP
- 23.6 Consent of Pricewaterhousecoopers LLP
- 23.7 Consent of Lesley,thomas Schwarz & Postma, Inc.
- 23.8 Consent of Deloitte & Touche LLP
- 23.9 Consent of Ernst & Young LLP
- 23.10 EX-23.10: Consent of Withumsmith+brown
- 23.11 EX-23.11: Consent of Ernst and Young LLP
- 23.12 EX-23.12: Consent of Pricewaterhousecoopers LLP
Exhibit No. 23.4
INDEPENDENT AUDITORS’ CONSENT
We consent to the use in this Pre-effective Amendment No. 2 to Registration Statement No. 333-116244 of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC on Form S-1 of our report dated August 18, 2004 (which report expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of SFAS 133) relating to the consolidated financial statements of Connect M1-A1 Holdings Limited as at March 31, 2004 and March 31, 2003 and for the three years ended March 31, 2004, 2003 and 2002, appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading “Experts” in such Prospectus.
DELOITTE & TOUCHE LLP
London, England
October 13, 2004