Dated 21 December 2006 MACQUARIE YORKSHIRE LLC - and - MIC EUROPEAN FINANCING S.AR.L - and - M1-A1 INVESTMENTS LIMITED - and - BALFOUR BEATTY PLC - and - MACQUARIE INFRASTRUCTURE COMPANY LLC ___________________________________________________________ SALE AND PURCHASE AGREEMENT relating to the sale and purchase of all the shares in Macquarie Yorkshire Limited and the acquisition of the benefit of certain debts owed by Macquarie Yorkshire Limited ___________________________________________________________

4. 

(1)

MACQUARIE YORKSHIRE LLC a limited liability company registered under the laws of Delaware whose principal executive office is at 125 West 55^th Street, New York, NY, 10019, USA (the "Vendor"); and

1.

1.1

Subject to clause 1.2 and unless the context otherwise indicates, words, expressions and abbreviations defined in the Sale Agreement shall have the same meanings in this deed and any provisions of the Sale Agreement concerning matters of construction or interpretation shall mutatis mutandis apply to this deed.

1.2

The following words, expressions and abbreviations used in this deed shall, unless the context otherwise requires, have the following meanings:

"Relevant Event" means every event, act, omission, or transaction done or omitted to be done by the Vendor, MYL, Connect Holdings or Connect or which in any way concerns or affects (whether or not done or omitted to be done by) MYL, Connect Holdings or Connect or the Vendor;

1.3

For the purposes of this deed, and in particular for determining to what extent any liability for Tax arises in respect of or by reference to any income, profits or gains earned, accrued or received on or before Completion or otherwise relates to the period ending on the date of Completion, the date of Completion shall be deemed to be an actual accounting date of the relevant company for the purposes of section 12 of the TA 1988 (or its equivalent in any other jurisdiction) and without prejudice to the generality of the foregoing:

(a)

any Relief which would on that basis arise after the date of Completion shall be deemed for the purposes of this deed to be a Relief which arises in respect of a period after Completion or in respect of any Relevant Event occurring after Completion;

(b)

any income, profits or gains which would on that basis accrue after the date of Completion shall be deemed for the purposes of this deed to be income, profits or gains earned, accrued or received after Completion;

(c)

any Relief which would on that basis arise on or before the date of Completion shall be deemed for the purposes of this deed to be a Relief which arises in respect of a period on or before Completion or in respect of any Relevant Event occurring on or before Completion;

(d)

any income, profits or gains which would on that basis accrue on or before the date of Completion shall be deemed for the purposes of this deed to be income, profits or gains earned, accrued or received on or before Completion.

2.

2.1

Subject to clause 2.4, the Vendor hereby covenants with the Purchaser to pay from time to time to the Purchaser an amount equal to:

(a)

any Actual Tax Liability of MYL which arises:

(i)

as a consequence of a Relevant Event occurring or entered into on or before Completion; or

(ii)

in respect of any income, profits or gains earned, accrued or received on or before Completion;

(b)

any Deemed Tax Liability of MYL; and

(c)

any costs and expenses reasonably and properly incurred or payable in connection with any Tax Liability which is the subject of a successful claim under this clause 2.1.

2.2

Subject to clause 2.4, the Vendor hereby covenants with the Purchaser to pay from time to time to the Purchaser an amount equal to fifty per cent. (50%) of:

(a)

any Actual Tax Liability of Connect Holdings which arises:

(i)

as a consequence of a Relevant Event occurring or entered into on or before Completion; or

(ii)

in respect of any income, profits or gains earned, accrued or received on or before Completion;

(b)

any Deemed Tax Liability of Connect Holdings; and

(c)

any costs and expenses reasonably and properly incurred or payable in connection with any Tax Liability which is the subject of a successful claim under this clause 2.2.

2.3

Subject to clause 2.4, the Vendor hereby covenants with the Purchaser to pay from time to time to the Purchaser an amount equal to fifty per cent. (50%) of:

(a)

any Actual Tax Liability of Connect which arises:

(i)

as a consequence of a Relevant Event occurring or entered into on or before Completion; or

(ii)

in respect of any income, profits or gains earned, accrued or received on or before Completion;

(b)

any Deemed Tax Liability of Connect; and

(c)

any costs and expenses reasonably and properly incurred or payable in connection with any Tax Liability which is the subject of a successful claim under this clause 2.3.

2.4

The covenants contained in clauses 2.1 to 2.3 (inclusive) shall not apply to any Tax Liability to the extent that:

(a)

it has been paid on or before Completion and such payment is reflected in or has been taken into account for the purpose of the Financial Model or it has been taken into account for the purpose of computing or establishing the Post-Completion Tax Payment;

(b)

it arises as a result of or by reference to income, profits or gains actually earned or received by or actually accrued to the Company on or before Completion and not reflected in the Financial Model;

(c)

it would not have arisen or is increased as a result of any failure by the Company or the Purchaser to comply with its obligations under this deed;

(d)

it would not have arisen but for the passing of or any change in, after the date of Completion, any law, rule, regulation, interpretation of the law or administrative practice of any government, governmental department, agency or regulatory body or an increase in the rate of Tax or any imposition of Tax not actually or prospectively in force at the date of the Sale Agreement or any withdrawal of any extra-statutory concession after such date;

(e)

it comprises interest or penalties arising by virtue of any underpayment of Tax prior to Completion under the Instalment Payments Regulations insofar as any such underpayment would not have been an underpayment but for a bona fide estimate made prior to Completion of the amount of income, profits or gains to be earned, which proves to be incorrect by reason of a Relevant Event occurring after Completion or it arises as a result of the Company ceasing on or after Completion to be eligible either for the corporation tax starting rate or the small companies rate of Tax (as the case may be);

(f)

it would not have arisen but for:

 

(A)    

(ii)

the failure or omission by the Company to make any claim, election, surrender or disclaimer, or give any notice or consent or do any other thing the making, giving or doing of which was taken into account in computing or establishing the Post-Completion Tax Payment or for the purpose of the Financial Model but only to the extent that the Purchaser has been notified in writing within a reasonable amount of time of the need to make any such claim, election, surrender or disclaimer or knew or ought reasonably to have known about the need to do so (a reference to the Purchaser or Company’s knowledge or reasonable knowledge for the purpose of this clause 2.4 (f)(ii) shall include a reference to any matters set out or referred to in the Tax Disclosure Letter and any matters which the Purchaser or the Company ought to be aware of if it had sought and obtained appropriate professional advice in relation to the Tax affairs of the Company);

(g)

it would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of the Purchaser prior to Completion or which is expressly authorised by the Sale Agreement (excluding, for the avoidance of doubt, the sale of the Shares or the assignment of the MYL Debt pursuant to the Sale Agreement);

(h)

any Relief (other than a Purchaser's Relief but including the surrender to the Company of any Reliefs or losses by the Vendor or any member of the Vendor's Group at no cost to the Company) is available to the Company to set against or otherwise mitigate the Tax Liability in question or would be available on the making of an appropriate claim;

(i)

it arises as a result of any change after Completion in any accounting policy (including the length of any accounting period for Tax purposes), any Tax or accounting basis or practice of the Company other than any change necessary to comply with the law in force at Completion or intended to bring the accounting policy of the Company into line with generally accepted accounting practice as used by companies carrying on the same type of business as the Company as at Completion;

(j)

it would not have arisen but for a cessation of or any change in the nature or conduct of any business carried on by the Company being a cessation or change occurring on or after Completion;

(k)

the Company has satisfied such Tax Liability at no cost to the Company by receiving cash from a person or persons other than the Purchaser or any member of the Purchaser's Group;

(l)

any amount in respect of such Tax Liability has been recovered under the Warranties or otherwise under the Sale Agreement or this deed (or in either case would have been so recovered but for a threshold or de minimis provision limiting liability) or the Vendor's Group has made payment in respect of such Tax Liability pursuant to sections 767A and 767AA of the TA 1988 or any other provision in the United Kingdom or elsewhere imposing liability on the Vendor or any member of the Vendor's Group for Tax primarily chargeable against the Company;

(m)

the Tax Liability arises by virtue of the application of Schedule 28AA of the TA 1988 (as amended from time to time) and may be mitigated by the making of balancing payments as provided for in Schedule 28AA of the TA 1988 (whether or not such balancing payments are in fact made, except that where balancing payments may be made to the Company by the Vendor or any member of the Vendor’s Group, such balancing payments must actually be made in order for this Clause 2.4(n) to apply);

(n)

the liability of the Vendor in respect thereof is limited or restricted pursuant to the provisions of schedule 4 (Limitation on Liability) of the Sale Agreement where those provisions are expressly stated to apply in relation to the Tax Deed; or

(o)

it arises in connection with the MYL Debt or the Connect Debt (or any payments made or assumed to be made in connection with either the MYL Debt or the Connect Debt) in either case after Completion.

2.5

Any payment made under this deed between the parties (including in particular any payments made pursuant to clauses 2.1, 2.2 or 2.3 hereof by the Vendor to the Purchaser) shall be treated as an adjustment to the consideration paid by the Purchaser under the Sale Agreement for the Shares.

3.

(a)

insofar as the claim relates to an Actual Tax Liability, three days before the last day on which a payment of that Tax may be made by the Company without incurring any liability to interest and/or penalties;

(b)

insofar as the claim arises in respect of a Deemed Tax Liability:

(i)

which relates to the loss, non-availability or reduction of a repayment of Tax, three days before the day on which such repayment (or increased repayment) of Tax would have been due;

(ii)

which relates to the loss, non-availability or reduction of any Accounts Relief other than a repayment of Tax, three days before the last date on which the Company must (to avoid any charge to interest/penalties) pay any Tax which it would not, but for such loss, non-availability or reduction have had to pay;

(iii)

which relates to the utilisation or set-off of a Purchaser's Relief against any Actual Tax Liability, three days before the last date on which the Company would, but for such utilisation or set-off have been liable to pay such Actual Tax Liability to avoid any charge to interest/penalties;

(iv)

which relates to the loss by the Company of any right to receive any payment for Group Relief, three days before the date on which such payment would otherwise have been received;

(v)

which relates to any liability of the Company to make any payment for Group Relief, three days before the day on which the Company is liable to pay such amount;

(c)

insofar as the claim arises pursuant to clause 2.1(c), clause 2.2(c) or clause 2.3(c), the day on which the costs and expenses fall due for payment.

4.

4.1

If the Purchaser or the Company is or becomes entitled to recover from some other person any amount as a result of or by reference to any Tax Liability which is likely to result or has resulted in a payment by the Vendor to the Purchaser under this deed , then the Purchaser shall promptly notify the Vendor of the said entitlement and, if so required by the Vendor and if the Vendor undertakes to pay all reasonable costs and expenses properly incurred by the Purchaser and the Company, shall and shall procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect shall enforce that recovery (keeping the Vendor fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate).

4.2

If the Purchaser or MYL receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then:

(a)

where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall promptly pay to the Vendor an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause);

(b)

where the Vendor has not yet paid any amount in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make.

4.3

If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then:

(a)

where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereof);

(b)

where the Vendor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery or Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make.

4.4

To the extent MYL Recovered Amount or the Connect Recovered Amount exceeds the amount which the Vendor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor under this deed.

5.

5.1

The Vendor may require the auditors for the time being of MYL to certify (at the Vendor's expense) the existence and amount of any overprovision and the Purchaser shall provide, or procure that MYL provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect.

The Vendor may require the Purchaser to use reasonable endeavours to require the auditors for the time being of Connect Holdings or Connect to certify (at the Vendor's expense) the existence and amount of any overprovision and the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect provides, any information or assistance reasonably required for the purpose of production by the auditors of a certificate to that effect.

(a)

the amount of the overprovision shall first be set against any payment then due from the Vendor under this deed or the Sale Agreement;

(b)

to the extent there is an excess, a refund shall be made to the Vendor of any previous payment or payments made by the Vendor under this deed or the Sale Agreement (and not previously refunded) up to the amount of the excess; and

(c)

to the extent that the excess referred to in clause 5.4(b) is not exhausted under that clause, the remainder of that excess shall be carried forward and set against any future payment or payments which become due from the Vendor to the Purchaser under this deed or the Sale Agreement.

5.5.     

For the purposes of this clause 5 an overprovision exists if:

(a)

either any liability in respect of Tax or the Post-Completion Tax Payment has been overstated in or for the purpose of the Financial Model, or such liability has been discharged or satisfied below the amount attributed thereto in or for the purpose of the Financial Model (including the Post-Completion Tax Payment);

(b)

any contingency or provision in respect of Tax (including the Post-Completion Tax Payment) in or for the purpose of the Financial Model proves to be overstated; or

(c)

any amount in respect of any Accounts Relief has been understated in or for the purpose of the Financial Model.

6.

6.1

The Purchaser shall promptly notify the Vendor of any repayment or right to a repayment of Tax which the Company is or becomes entitled to or receives in respect of a Relevant Event occurring or period prior to Completion, where or to the extent that such right or repayment was not included in or for the purpose of the Financial Model as an asset (a "Refund").

6.2

Any Refund obtained by MYL (less any reasonable costs of obtaining it) shall promptly be paid by the Purchaser to the Vendor.

6.3

The Purchaser shall use reasonable endeavours to procure that 50% of any Refund obtained (less 50% of any reasonable costs of obtaining it) by Connect Holdings or Connect shall be paid by the relevant Company to the Purchaser. Upon receipt of any such amounts, the Purchaser shall as soon as practicable pay such amounts (less any reasonable costs of obtaining such amounts) to the Vendor.

7.

7.1

If the Purchaser or MYL becomes aware of any Claim for Tax which may result in the Purchaser having a claim against the Vendor under this deed (or which would so result in any such case but for the provisions of clause 2.4), the Purchaser shall give notice to the Vendor in the manner provided by the Sale Agreement and in any event by the later of (a) 21 days prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made and (b) 7 days after the Purchaser has become so aware and the Vendor shall be entitled at its sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or MYL or any of them but at the expense of the Vendor and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:

(a)

the Purchaser shall be kept informed of all relevant material matters pertaining to the Claim for Tax;

(b)

no material written communication pertaining to the Claim for Tax (and in particular no proposal for or consent to any settlement or compromise thereof or that may affect the future liability to Tax of the Purchaser, MYL, Connect Holdings or Connect) shall be transmitted to the relevant Tax Authority or governmental body or authority without the same having been submitted to and approved by the Purchaser, such approval not to be unreasonably withheld or delayed;

(c)

the Vendor shall take account of all reasonable comments of the Purchaser in relation to resisting such Claim for Tax; and

7.2

The Purchaser shall give and shall procure that MYL gives the Vendor all reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting such Claim for Tax.

8.

8.1

If the Purchaser becomes aware of any Claim for Tax which may result in the Purchaser having a claim against the Vendor under clauses 2.2 or 2.3 of this deed, the Purchaser shall give notice to the Vendor in the manner provided by the Sale Agreement and in any event by the later of (a) 21 days prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made and (b) 7 days after the Purchaser has become so aware and the Vendor shall be entitled at its sole discretion (but after consultation with the Purchaser) to have the same rights in relation to resisting such Claim for Tax and conduct of any appeal or incidental negotiations as the Purchaser has in relation to Connect Holdings and Connect or any of them but at the expense of the Vendor PROVIDED THAT:

(a)

the Purchaser shall be kept informed of all relevant material matters pertaining to the Claim for Tax;

(b)

no material written communication pertaining to the Claim for Tax (and in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to the relevant Tax Authority or governmental body or authority without the same having been submitted to and approved by the Purchaser, such approval not to be unreasonably withheld or delayed;

(c)

the Vendor shall take account of all reasonable comments of the Purchaser in relation to resisting such Claim for Tax; and

(d)

the Vendor shall take all reasonable steps and use its reasonable endeavours to agree the Claim for Tax with the applicable Tax Authority within a reasonable time.

8.2

The Purchaser shall give and shall use its reasonable endeavours to procure that Connect Holdings and Connect give the Vendor all reasonable co-operation, access and assistance, technical or otherwise, for the exercising of the Vendor’s rights pursuant to clause 8.1.

The Vendor’s rights under clauses 7 and 8 shall cease and the Purchaser shall have the conduct of resisting the Claim for Tax absolutely (without prejudice to its rights under this deed) and shall be free to pay or settle the Claim for Tax on such terms as the Purchaser or MYL in its absolute discretion see fit, if:

9.

9.1

Subject to clause 9.2, the Vendor or its duly authorised agent shall at the cost of MYL be responsible for and have the conduct of preparing, submitting and agreeing all Tax Returns of MYL for all accounting periods ending on or before the date of Completion. The Purchaser shall afford (or procure to be afforded) to the Vendor or its duly authorised agent such information and assistance as may reasonably be required to prepare, submit and agree all such Tax Returns.

The Purchaser shall procure that MYL shall cause the Tax Returns referred to in clause 9.1 and all such claims, disclaimers, surrenders and elections as may be directed by the Vendors relating to all accounting periods ending on or before the date of Completion (and such other claims, surrenders and elections necessary to mitigate any Tax Liability which has given or would otherwise give rise to a claim under this deed) to be authorised, signed and returned to the Vendor or its duly authorised agent for submission to the appropriate Tax Authority without undue or unreasonable delay provided that the Purchaser shall not be required to take any such action in relation to any such document that is not full, true and accurate in all material respects.

9.5

The Purchaser or its duly authorised agents shall (subject to clause 9.2) be responsible for and have the conduct of preparing, submitting and agreeing the Tax Return for the accounting period in which Completion takes place subject to such Tax Return being submitted in draft form to the Vendor or its duly authorised agent for comment a reasonable time before the same is due to be sent to the relevant Tax Authority. The Vendor or its agent shall comment within 21 days of such submission and if the Purchaser has not received comments within that period, the Vendor or its agents shall be deemed to have approved such draft computations. If the Vendor or its agents have any comments or suggestions, the Purchaser or its agents shall not unreasonably refuse to adopt such comments or suggestions provided always that nothing herein shall oblige the Purchaser to submit any computation or other document unless the Purchaser is satisfied that the same is accurate and complete in all material respects. The Vendor and the Purchaser shall respectively afford (or procure to be afforded) to the other or its duly authorised agents such information and assistance as may reasonably be required to prepare, submit and agree such Tax Return.

Subject to clauses 8.3 of this deed, the Purchaser shall procure that no Claim for Tax, Tax Liability, action or issue in respect of which the Vendor could be required to make a payment under this deed is settled or otherwise compromised without the Vendor’s prior written consent, such consent not to be unreasonably withheld, and the Purchaser shall and shall procure that MYL and its advisers do not submit any correspondence or return or send any other document to any Tax Authority in circumstances where the Purchaser or any such person is aware or could reasonably be expected to be aware that the effect of submitting such correspondence or return or sending such document would or could be to put such Tax Authority on notice of any matter which could give rise to, or could increase, a claim under this deed without first affording the Vendor a reasonable opportunity to comment thereon and without taking account of such comments so far as it is reasonable to do so.

10.

10.1

In relation to Connect Holdings and Connect, the Purchaser shall use all reasonable endeavours to ensure that all tax returns and communications with any Tax Authority of which the Purchaser is aware and which may affect the Tax position of Connect Holdings and Connect or either of them shall first be sent in draft to the Vendor and the Purchaser shall use reasonable endeavours to procure that Connect Holdings and Connect incorporate any reasonable comments of the Vendor.

10.2

Subject to clause 8.3 of this deed, the Purchaser shall use reasonable endeavours to procure that no Claim for Tax, Tax Liability, action or issue in respect of which the Vendor could be required to make a payment under clauses 2.2 or 2.3 of this deed is settled or otherwise compromised without the Vendor’s prior written consent, such consent not to be unreasonably withheld, and the Purchaser shall and shall use reasonable endeavours to procure that Connect Holding, Connect and its advisers do not submit any correspondence or return or send any other document to any Tax Authority in circumstances where the Purchaser or any such person is aware or could reasonably be expected to be aware that the effect of submitting such correspondence or return or sending such document would or could be to put such Tax Authority on notice of any matter which could give rise to, or could increase, a claim under this deed without first affording the Vendor a reasonable opportunity to comment thereon and without taking account of such comments so far as it is reasonable to do so.

11.

11.1

The Purchaser hereby covenants with the Vendor to pay to the Vendor, an amount equal to any of the following:

(a)

any liability for Tax for which the Vendor or any member of the Vendor’s Group becomes liable by virtue of the operation of sections 767A, 767AA and 767B of the TA 1988 in circumstances where the taxpayer company (as referred to in section 767A(1)) and/or the transferred company (as referred to in section 767AA(1)) is the Company;

(b)

any liability for Tax (arising by reference to income, profits or gains of the Company arising after Completion) for which any member of the Vendor’s Group becomes liable by virtue of the relationship between that member of the Vendor’s Group and the Company at any time on or before Completion;

(c)

any liability or increased liability to Tax of any member of the Vendor’s Group which arises as a consequence of or by reference to any of the following occurring or being deemed to occur after Completion:

(i)

the disposal by the Company of any asset or of any interest in or right over any asset;

(ii)

the making by the Company of any such payment or deemed payment as constitutes a chargeable payment for the purposes of section 214 of the TA 1988;

(iii)

the Company ceasing to be resident in the United Kingdom for the purposes of any Tax;

(iv)

the effecting by the Company of any such payment or transfer of assets as constitutes the receipt by another person of an abnormal amount by way of dividend (as defined in section 709 of the TA 1988);

(d)

any liability or increased liability to Tax of the Vendor or any member of the Vendor’s Group which arises as a result of or by reference to any reduction or disallowance of Group Relief that would otherwise have been available to the Vendor or the relevant member of the Vendor’s Group where and to the extent that such reduction or disallowance occurs as a result of or by reference to:

(i)

any total or partial withdrawal effected by the Company after Completion of any surrender of Group Relief that was submitted by the Company to the relevant Tax Authority on or before Completion in respect of any accounting period ended on or before Completion; or 

(ii)

any total or partial disclaimer made by the Company after Completion of any capital allowances available to the Company in respect of any accounting period ended on or before Completion where the claiming of such capital allowances was taken into account in computing (and so reducing) the provision or reserve for Tax or deferred Tax in the Financial Model,

(e)

any other liability to Tax for which the Vendor or any member of the Vendor’s Group becomes liable as a result of the failure by the Company or any member of the Purchaser's Group to discharge the same.

11.2

The covenant contained in clause 11.1 shall:

(a)

extend to all costs reasonably and properly incurred by the Vendor or such other person in connection with such liability to Tax under clause 11.1;

(b)

not apply to any liability to Tax to the extent that the Purchaser could claim payment in respect of it under clause 2.1, 2.2 or 2.3 provided that such liability to Tax does not arise as a consequences of the failure by the Purchaser or any member of the Purchaser’s Group to discharge any Tax Liability of the Company in respect of which the Purchaser has previously recovered from the Vendor under this Deed;

(c)

not apply to the extent that an amount has been recovered by the Vendor or a member of the Vendor’s Group under any relevant tax statute (and the Vendor shall procure that no such recovery is sought under any relevant tax statute from the Purchaser or any member of the Purchaser’s Group to the extent that payment is made under this clause 11); and

(d)

apply mutatis mutandis to any liability to Tax for which the Vendor or any other person is liable as a result of the application in any jurisdiction other than the United Kingdom of any rule of law or legislation equivalent to that mentioned in clause 11.1(a) and 11.1(c).

11.3

Clauses 3 and 7 of this deed shall apply to the covenants contained in this clause 11 as they apply to the covenants contained in clauses 2.1, 2.2 and 2.3, replacing references to the Vendor by the Purchaser (and vice versa) and making any other necessary modifications.

12.

12.1

All sums payable by either party to the other under this deed shall be paid free and clear of all deductions or withholdings (including Tax) unless the deduction or withholding is required by law, in which event, or in the event that the recipient shall incur any liability for Tax chargeable or assessable in respect of any payment pursuant to this deed, the payer shall pay such additional amounts as shall be required to ensure that the net amount received and retained by the recipient (after Tax) will equal the full amount which would have been received and retained by it had no such deduction or withholding been made and/or no such liability to Tax been incurred and in applying this clause 12, account shall be taken of the extent to which any liability for Tax may be mitigated or offset by any Tax actually saved by the recipient.

12.2

If, following the payment of an additional amount under clause 12.1 above, the recipient subsequently obtains a saving, reduction, credit or payment in respect of the deduction or withholding giving rise to such additional amount, the recipient shall pay to the payer a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount) such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may be.

If the Purchaser assigns or transfers the benefit of this deed to any other party in accordance with clause 11.3 of the Sale Agreement, clause 12.1 shall only apply to the extent that it would have applied had the benefit of this deed not been so assigned or transferred provided that the Vendor is not worse off as a result of the assignment or transfer of the benefit of this deed by the Purchaser or any successor in title.

13.

13.1

In determining the amount of any recovery, the amount of any Relief or other benefit received by any company or person for the purposes of this deed, any party hereto shall be entitled to require that the auditors of the company or person in question (or if the auditors are unwilling or unable to act such other firm of chartered accountants as may be agreed between the parties or may, in default of agreement, be appointed at the request (and expense) of either party by the President or next available officer of the Institute of Chartered Accountants) shall be instructed to determine the amount in question or whether any earlier determination in respect thereof remains correct in the light of all relevant circumstances including circumstances which have only become known since such earlier determination and the fees of such auditors or accountants shall be paid by such of the parties as the auditors or accountants may themselves determine as being fair and reasonable. Any determination made by the auditors or accountants shall be binding upon the parties who shall make such adjusting payments (if any) as may be required to reflect the same as soon as practicable thereafter.

13.2

The provisions of clauses 10 (Entire Agreement and Remedies) and 11 (Other Provisions) of the Sale Agreement shall apply to this deed as if the same were incorporated herein mutatis mutandis.

EXECUTED and DELIVERED

)

as a DEED on behalf

) /s/ Peter Stokes

of MACQUARIE YORKSHIRE LLC acting by

)

)

Name:  Peter Stokes

Chief Executive Officer on behalf of Macquarie Infrastructure Company LLC as Managing Member of Macquarie Yorkshire LLC

EXECUTED and DELIVERED as a

)

DEED under a Power of Attorney on behalf of

) /s/ Andrew Kirkman

)

Name(s): Andrew Kirkman

Attorney