1289790--3/1/2007--Macquarie_Infrastructure_CO

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{gas, price, oil}

Risks Related to Our Business 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 have substantial indebtedness, which could inhibit their operating flexibility. 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. Since our initial public offering, we have devoted significant resources to integrating our initial and newly acquired businesses, thereby diverting attention from strategic operating initiatives. 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. If interest rates or margins increase, the cost of refinancing debt and servicing our acquisition facility will increase, reducing our profitability and ability to pay dividends. We own, and may acquire in the future, investments in which we share voting control with third parties and, consequently, our ability to exercise significant influence over the business or level of their distributions to us depends on our maintaining good relationships with these third parties. Our business is 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. A significant and sustained increase in the price of oil could have a negative impact on the revenue of a number of our businesses. Our businesses are subject to environmental risks that may impact our future profitability. We may face a greater exposure to terrorism than other companies because of the nature of our businesses and investments. 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. Our income may be affected adversely if additional compliance costs are required as a result of new safety, health or environmental regulation. 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 revenue 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. TGC relies on its synthetic natural gas, or SNG, plant, including its transmission pipeline, for a significant portion of its sales. Disruptions at that facility could adversely affect TGC s ability to serve customers. TGC depends heavily on the two Oahu oil refineries for liquefied petroleum gas and the primary feedstock for its SNG plant. Disruptions at either of those refineries may adversely affect TGC s operations. TGC s most significant costs are locally-sourced LPG, LPG imports and feedstock for the SNG plant, the costs of which are directly related to petroleum prices. To the extent that these costs cannot be passed on to customers, TGC s sales and cash flows will be adversely affected. TGC s operations on the islands of Hawaii, Maui and Kauai rely on LPG that is transported to those islands by Jones Act qualified barges from Oahu and from non-Jones Act vessels from foreign ports. Disruptions to those vessels could adversely affect TGC s results of operations. The recovery of amounts expended for capital projects and operating expenses in the regulated operations is subject to approval by the Hawaii Public Utilities Commission, or HPUC, which exposes TGC to the risk of incurring costs that may not be recoverable from regulated customers. The non-regulated operations of TGC are subject to a variety of competitive pressures and the actions of competitors, particularly from other energy sources, could have a materially adverse effect on operating results. Approximately two-thirds of TGC s employees are members of a labor union. A work interruption may adversely affect TGC s business. TGC s operating results are affected by Hawaii s economy. Because of its geographic location, Hawaii, and in turn TGC, is subject to earthquakes and certain weather risks that could materially disrupt operations. 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 non-compliance 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 non-compliance. The deregulation of electricity markets in Illinois and future rate case rulings may result in higher and more volatile electricity costs, which our district energy business may not be able to fully pass through to its customers. 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 revenue. In addition, our district energy business may be required to make payments to such customers for damages. Northwind Aladdin currently derives most 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. IMTT s business is dependent on the demand for bulk liquid storage capacity in the locations where it operates. IMTT s business could be adversely affected by a substantial increase in bulk liquid storage capacity in the locations where it operates. IMTT s current debt facilities will need to be refinanced on amended terms and increased in size during 2007 to provide the funding necessary for IMTT to fully pursue its expansion plans. The inability to refinance this debt on acceptable terms and to borrow additional amounts would have a material adverse effect on the business. IMTT s business involves hazardous activities, is partly located in a region with a history of significant adverse weather events and is potentially a target for terrorist attacks. We cannot assure you that IMTT is, or will be in the future, adequately insured against all such risks. Hurricane Katrina resulted in labor and materials shortages in the regions affected. This may have a negative impact on the cost and construction timeline of IMTT s new storage facility in Louisiana, which could result in a loss of customer contracts and reduced revenue and profitability. Risks Related to Ownership of Trust Stock Our Manager s affiliation with Macquarie Bank Limited and the Macquarie Group may result in conflicts of interest. In the event of the underperformance of our Manager, we may be unable to remove our Manager, which could limit our ability to improve our performance and could adversely affect the market price of our shares. 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. 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. 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. Shareholders and the trust could be adversely affected if the IRS were to successfully contend that the trust is not a grantor trust for federal income tax purposes. Shareholders may be subject to taxation on their share of our taxable income, whether or not they receive cash distributions from us. If the company fails to satisfy the qualifying income exception, all of its income, including income derived from its non-U.S. assets, will be subject to an entity-level tax in the United States, which could result in a material reduction in our shareholders cash flow and after-tax return and thus could result in a substantial reduction in the value of the shares. The current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law may be adversely affected, changed or repealed in the future.

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1289790--3/1/2007--Macquarie_Infrastructure_CO_Trust