Exhibit 10.32
EXECUTION VERSION
To: Macquarie Infrastructure Management (USA) Inc.
600 Fifth Avenue, 21st Floor
New York, NY 10020
November 3,2004
Ladies and Gentlemen:
We refer to the Management Services Agreement (the "Agreement") to be
entered into by and among Macquarie Infrastructure Company LLC, a Delaware
limited liability company (the "Company"), the Managed Subsidiaries as defined
therein, and Macquarie Infrastructure Management (USA) Inc., a Delaware
corporation (the "Manager"), pursuant to which the Company and the Managed
Subsidiaries have agreed to appoint the Manager to manage their business and
affairs as described therein. Unless otherwise stated, all capitalized terms in
this letter shall have the same meaning as in the Agreement.
As of the date hereof, the Company hereby agrees to reimburse the
Manager for certain of its Costs incurred or to be incurred (i) prior to the
Commencement Date of the Agreement, and (ii) in connection with the initial
public offering of shares of Trust Stock by the Company and the Trust (the
"Initial Public Offering"), as set forth below.
A. PRE-INITIAL PUBLIC OFFERING EXPENSES. The Company agrees to
reimburse the Manager for, or pay on demand, the following Costs
incurred prior to the Commencement Date relating to the Initial Public
Offering by the Manager with respect to:
1) all fees required to be paid to the Securities and Exchange
Commission;
2) the engagement of agents (including real estate agents and
managing agents), valuers, contractors and advisers (including
accounting, financial, tax and legal advisers) whether or not the
agents, valuers, contractors or advisers are associates of the Manager;
3) engagement of auditors for the preparation and/or audit of
financial information, financial statements and tax returns of the
Trust, the Company and the Managed Subsidiaries;
4) advertising Costs of the Company generally;
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5) any Costs related to promoting the Trust and the Company,
including Costs associated with investor relations activities;
6) listing, filing or other fees incurred to effect compliance
with any applicable laws or regulations (including fees paid to the
United States Federal Trade Commission pursuant to the requirements of
the Hart-Scott-Rodino Act, and other ministerial or incorporation fees
paid to governmental authorities in connection with the incorporation
or foreign qualification to do business of the Trust, the Company or
any Managed Subsidiary);
7) reasonable travel, meal and entertainment Costs of the
Manager incurred in connection with the marketing of the Initial Public
Offering, including but not limited to, "roadshow" expenses; and
8) printing of marketing or other documents in connection with
the Initial Public Offering, including any prospectuses, registration
statements, or exhibits or amendments thereto.
All Costs incurred by the Manager to be reimbursed pursuant to this
letter agreement shall be reviewed and approved by the Company's Board
of Directors, upon the presentation to the Board of Directors of
reasonable documentation evidencing the incurrence thereof.
For avoidance of doubt, this letter does not purport to amend, and is
not an amendment to, the Agreement, and all provisions of the Agreement remain
unchanged and as stated.
This letter shall be governed by, and construed in accordance with, the
laws of the State of New York.
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Please confirm your agreement to the above by countersigning this
letter in the space provided below.
Yours faithfully,
By: /s/ DAVID MITCHELL
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Name: David Mitchell
Title: Chief Financial Officer
For and on behalf of
MACQUARIE INFRASTRUCTURE COMPANY LLC
We agree to the terms and conditions of this letter as set forth above.
MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
By: /s/ PETER STOKES
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Name: Peter Stokes
Title: Chief Executive Officer
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