1289788--3/15/2006--Macquarie_Infrastructure_CO

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Our Manager can resign on 90 days notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations which could adversely affect our financial results and negatively impact the market price of our shares. Our holding company structure may limit our ability to make regular distributions to our shareholders because we will rely on distributions both from our subsidiaries and the companies in which we hold investments. Our businesses and the businesses in which we have invested have substantial indebtedness, which could inhibit their operating flexibility. The audited financial statements of the company do not include meaningful comparisons to prior years. We own minority interests in our investments and may acquire similar minority interests in future investments, and consequently cannot exercise significant influence over their business or the level of their distributions to us, which could adversely affect our results of operations and our ability to generate cash and make distributions. Our ability to successfully implement our growth strategy and to sustain and grow our distributions depends on our ability to successfully implement our acquisition strategy and manage the growth of our business. We may not be able to successfully fund future acquisitions of new infrastructure businesses due to the unavailability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and negatively impact our business. Our businesses and investments are dependent on our relationships, on a contractual and regulatory level, with government entities that may have significant leverage over us. Government entities may be influenced by political considerations to take actions adverse to us. Governmental agencies may determine the prices we charge and may be able to restrict our ability to operate our business to maximize profitability. Our results are subject to quarterly and seasonal fluctuations. The ownership of businesses and investments located outside of the United States exposes us to currency exchange risks that may result in a decrease in the carrying value of our investments and a decrease in the amount of distributions we receive from our businesses and investments, which could negatively impact our results of operations. Certain provisions of the management services agreement, the operating agreement of the company and the trust agreement make it difficult for third parties to acquire control of the trust and the company and could deprive you of the opportunity to obtain a takeover premium for your shares. Our airport parking business has a substantial amount of senior debt due to mature in 2006. The inability to extend, refinance or repay this debt when due would have a material adverse effect on the business. In addition, if interest rates or margins increase, the cost of servicing any refinancing debt will increase, reducing our profitability and ability to pay dividends. Our businesses and investments have environmental risks that may impact our future profitability. We are dependent on certain key personnel, and the loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on our business, financial condition and results of operations. Any adverse development in the general aviation industry that results in less air traffic at airports we service would have a material adverse impact on our airport services business. Our airport services business is subject to a variety of competitive pressures, and the actions of competitors may have a material adverse effect on the revenues of our airport services business. The termination for cause or convenience of one or more of the FBO leases would damage our airport services business significantly. Occupancy of our airport parking business facilities is dependent on the level of passenger traffic at the airports at which we operate and reductions in passenger traffic could negatively impact our results of operations. Our airport parking business is exposed to competition from both on-airport and off-airport parking, which could slow our growth or harm our business. Changes in regulation by airport authorities or other governmental bodies governing the transportation of customers to and from the airports at which our airport parking business operates may negatively affect our operating results. Pursuant to the terms of a use agreement with the City of Chicago, the City of Chicago has rights that, if exercised, could have a significant negative impact on our district energy business. Certain of our investors may be required to comply with certain disclosure requirements of the City of Chicago and noncompliance may result in the City of Chicago s rescission or voidance of the Use Agreement and any other arrangements our district energy business may have with the City of Chicago at the time of the noncompliance. Our district energy business may not be able to fully pass increases in electricity costs through to its customers, thereby resulting in lowered operating income. This risk may be increased by the deregulation of electricity markets in Illinois scheduled for January 2007, which may result in higher and more volatile electricity prices. If certain events within or beyond the control of our district energy business occur, our district energy business may be unable to perform its contractual obligations to provide chilling and heating services to its customers. If, as a result, its customers elect to terminate their contracts, our district energy business may suffer loss of revenues. In addition, our district energy business may be required to make payments to such customers for damages. Northwind Aladdin currently derives approximately 90% of its cash flows from a contract with a single customer, the Aladdin resort and casino, which recently emerged from bankruptcy. If this customer were to enter into bankruptcy again, our contract may be amended or terminated and we may receive no compensation, which could result in the loss of our investment in Northwind Aladdin. Our toll road business revenues may be adversely affected if traffic volumes remain stable or decline. The Transport Secretary may terminate the concession without compensation to our toll road business or with insufficient compensation, which would reduce the value of our investment and negatively affect our operating results. We share control of our toll road business equally with our partner Balfour Beatty and, as a result, are not in a position to control operations, strategies or financial decisions without the concurrence of Balfour Beatty. MCG s investments in Broadcast Australia and Arqiva rely upon key customers. If contracts with these customers were terminated and Broadcast Australia or Arqiva were not adequately compensated, or if the contracts were not renewed, MCG s revenues would be significantly reduced. A change in the ownership of the ABC or SBS may cause Broadcast Australia to be in default under its loan agreements, which would adversely affect dividends paid by MCG to us. SEW s revenues are subject to regulation and SEW may receive unfavorable treatment from U.K. regulatory authorities, which could negatively impact its revenue in the future. SEW is dependent on the availability of water supplies and, if such supply is not sufficient, could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated. SEW is required to comply with government regulations with respect to water quality. If SEW failed to comply, SEW could be fined, become subject to other punitive regulatory action and/or become liable for any injury caused to its customers by inadequate water quality, any of which could have a significant negative impact on SEW s profitability. We may face a greater exposure to terrorism than other companies because of the nature of our businesses and investments. The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings. A significant and sustained increase in the price of oil could have a negative impact on the revenues of a number of our businesses. Shareholders may be subject to taxation on their share of our taxable income, whether or not they receive cash distributions from us.

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1289788--3/15/2006--Macquarie_Infrastructure_CO_Trust