Execution
        Copy

    

    


     

    December
      21, 2006

     

    Macquarie
      FBO Holdings LLC Company Inc.

    125
      West
      55th
      Street,
      9th Floor

    New
      York,
      NY 10019

    Attention:
      Peter Stokes

     

    Re:
      Supermarine FBO Acquisition

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Amended and Restated Loan Agreement, dated as of June
      28, 2006 (as the same has been amended, supplemented or otherwise modified
      prior
      to the date hereof, the “Existing
      Credit Agreement”),
      by
      and among North America Capital Holding Company, a Delaware company, as Borrower
      (now known as Atlantic Aviation FBO Inc. and hereinafter referred to as the
      “Borrower”),
      the
      lenders party thereto, and Mizuho Corporate Bank, Ltd. (“Mizuho”),
      as
      Administrative Agent (with The Governor and Company of the Bank of Ireland
      (“BOI”)
      acting
      as Documentation Agent, Bayerische Landesbank, New York Branch (“BLB”)
      acting
      as Syndication Agent, BOI, BLB and Mizuho, acting as Lead Arrangers
      (collectively, in such capacity, the “Lead
      Arrangers”),
      and
      Macquarie Bank Limited, acting as Co-Lead Arranger, under such existing credit
      facilities (the “Existing
      Credit Facilities”).

     

    You
      have
      advised the Lead Arrangers that your subsidiary, Macquarie FBO Holdings LLC,
      a
      Delaware corporation (“MFBO”)
      and
      the parent company of the Borrower, intends to (i) enter into a membership
      interest purchase agreement with David G. Price (the “Stewart
      Purchase Agreement”),
      pursuant to which MFBO will acquire 100% of the equity interests in Supermarine
      of Stewart, LLC, a Delaware limited liability company; (ii) enter into a
      business purchase agreement with David G. Price, Dallas P. Price-Van Breda,
      and
      Supermarine Aviation Ltd., a California corporation (the “Santa
      Monica Purchase Agreement”
and,
      collectively with the Stewart Purchase Agreement, the “Purchase
      and Sale Agreements”),
      pursuant to which MFBO will acquire 100% of the equity interests in Aviation
      Contract Services, Inc., a California corporation, Supermarine Investors, Inc.,
      a California corporation, and Supermarine of Santa Monica, L.P., a California
      limited partnership (such companies, together with Supermarine of Stewart,
      LLC,
      the “Supermarine
      Companies”,
      and
      the purchase and sale transactions described in clauses (i) and (ii) together
      hereinafter referred to as the “Acquisition”);
      and
      (iii) thereafter assign its rights and obligations under the Purchase and
      Sale Agreements to the Borrower. The aggregate purchase price for the
      Acquisition prior to adjustments as set forth in the Purchase and Sale
      Agreements is $85,000,000.

     

    You
      have
      also advised the Lead Arrangers that the Acquisition will be funded as follows:
      (i) MFBO will make a cash common equity contribution to the Borrower and
      (ii) the Existing Credit Agreement will be amended (the “Amended
      Credit Agreement”)
      to
      provide for an increase in the existing term loan facility of up to $32.5
      million (the “Supermarine
      Acquisition Term Facility”
and,
      together with the Existing Credit Facilities, the “Senior
      Credit Facilities”),
      100%
      of the net proceeds of which will be drawn in a one-time borrowing to fund
      a
      portion of the Acquisition purchase price and to pay related costs. The
      Acquisition and financing therefor and all related transactions are hereinafter
      collectively referred to as the “Transaction.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      connection with the foregoing, each Lead Arranger is pleased to advise you
      of
      its commitment to provide up to one-third (1/3) ($10.83 million) of the
      aggregate principal amount of the Supermarine Acquisition Term Facility. Mizuho
      shall continue to act as the sole and exclusive Administrative Agent for the
      Senior Credit Facilities, all upon and subject to the terms and conditions
      set
      forth in this letter agreement and in the Loan Facilities Term Sheet attached
      as
Exhibit
      A
      hereto
      and incorporated herein by this reference (the “Term
      Sheet”
and,
      together with this letter agreement, this “Commitment
      Letter”).
      All
      capitalized terms used and not otherwise defined herein shall have the same
      meanings as specified therefor in the Term Sheet.

     

    The
      commitment of each Lead Arranger hereunder and the undertaking of each Lead
      Arranger to provide the services described herein are subject to (i) the
      Borrower having accepted from each other Lead Arranger aggregate commitments
      for
      the remaining two-thirds (2/3) ($21.67
      million) of the aggregate principal amount of the Supermarine Acquisition Term
      Facility on terms identical to those of such Lead Arranger, (ii) the
      satisfaction of each of the conditions precedent specified in the Term Sheet
      in
      a manner acceptable to such Lead Arranger, and (iii) the negotiation, execution
      and delivery of definitive documentation (the “Credit
      Documentation”)
      for
      the Supermarine Acquisition Term Facility consistent with the Term Sheet and
      otherwise satisfactory to such Lead Arranger.

     

    The
      Lead
      Arrangers intend to commence syndication of the Supermarine Acquisition Term
      Facility promptly upon execution of the Purchase and Sale Agreements. You agree
      to actively assist, and to cause the Borrower to actively assist, the Lead
      Arrangers in achieving a syndication of the Supermarine Acquisition Term
      Facility that is satisfactory to the Lead Arrangers and you. Such assistance
      shall include (a) your providing and causing your advisors to provide the Lead
      Arrangers and the other Lenders upon request with all information reasonably
      deemed necessary by the Lead Arrangers to complete syndication, including,
      but
      not limited to, information and evaluations prepared by you, the Borrower and
      your and their advisors, or on your or their behalf, relating to the
      Transaction, (b) your assistance in the preparation of an Information Memorandum
      to be used in connection with the syndication of the Supermarine Acquisition
      Term Facility, (c) using your commercially reasonable efforts to ensure that
      the
      syndication efforts of the Lead Arrangers benefit materially from your existing
      lending relationships and the existing banking relationships of the Borrower,
      and (d) otherwise assisting the Lead Arrangers in their syndication efforts,
      including by making your officers and advisors and the officers and advisors
      of
      the Borrower available from time to time to attend and make presentations
      regarding the business and prospects of the Borrower at one or more meetings
      of
      prospective Lenders.

     

    It
      is
      understood and agreed that the Lead Arrangers will manage and control all
      aspects of the syndication in consultation with you, including decisions as
      to
      the selection of prospective Lenders (with your consent, not to be unreasonably
      withheld or delayed) and any titles offered to proposed Lenders, when
      commitments will be accepted and the final allocations of the commitments among
      the Lenders. It is understood that no Lender participating in the Supermarine
      Acquisition Term Facility will receive compensation from you in order to obtain
      its commitment, except on the terms contained herein in the Term
      Sheet.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    You
      hereby represent, warrant and covenant that (a) all information, other than
      Projections (as defined below), which has been or is hereafter made available
      to
      the Lead Arrangers or the Lenders by you or any of your representatives (or
      on
      your or their behalf) or by the Borrower or any of its subsidiaries or
      representatives (or on their behalf) in connection with any aspect of the
      Transaction (the “Information”)
      is and
      will be complete and correct in all material respects and does not and will
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements contained therein not misleading in light
      of
      the circumstances under which they were made and (b) all financial
      projections concerning the Borrower and/or any of its subsidiaries that have
      been or are hereafter made available to the Lead Arrangers or the Lenders by
      you
      or any of your representatives (or on your or their behalf) or by the Borrower
      or any of its subsidiaries or representatives (or on their behalf) (the
“Projections”)
      have
      been or will be prepared in good faith based upon reasonable assumptions (it
      is
      understood and acknowledged, however, that such Projections are based upon
      a
      number of estimates and assumptions and are subject to significant business,
      economic and competitive uncertainties and contingencies and that, accordingly,
      no assurances are given and no representations, warranties or covenants are
      made
      that any of the assumptions are correct, that such Projections will be achieved
      or that the forward-looking statements expressed in such Projections will
      correspond to actual results). You agree to furnish us with such Information
      and
      Projections as we may reasonably request and to supplement the Information
      and
      the Projections from time to time until the date of the initial borrowing under
      the Supermarine Acquisition Term Facility (the “Closing
      Date”)
      so
      that the representations, warranties and covenants in the immediately preceding
      sentence are correct on the Closing Date. In issuing this commitment and in
      arranging the Supermarine Acquisition Term Facility, the Lead Arrangers are
      and
      will be using and relying on the Information.

     

    You
      agree
      to indemnify and hold harmless each Lead Arranger, each Lender and each of
      its
      affiliates and their respective officers, directors, employees, agents, advisors
      and other representatives (each an “Indemnified
      Party”)
      from
      and against (and will reimburse each Indemnified Party as the same are incurred
      for) any and all claims, damages, losses, liabilities and expenses (including,
      without limitation, the reasonable fees, disbursements and other charges of
      counsel) that may be incurred by or asserted or awarded against any Indemnified
      Party, in each case arising out of or in connection with or by reason of
      (including, without limitation, in connection with any investigation, litigation
      or proceeding or preparation of a defense in connection therewith) (a) any
      aspect of the Transaction or any similar transaction and any of the other
      transactions contemplated thereby and (b) the Senior Credit Facilities and
      any
      other financings, or any use made or proposed to be made with the proceeds
      thereof, except to the extent such claim, damage, loss, liability or expense
      is
      found in a final, nonappealable judgment by a court of competent jurisdiction
      to
      have resulted from such Indemnified Party’s gross negligence or willful
      misconduct. You also agree that no Indemnified Party shall have any liability
      (whether direct or indirect, in contract or tort or otherwise) to you or your
      subsidiaries or affiliates or to your or their respective equity holders or
      creditors arising out of, related to or in connection with any aspect of the
      Transaction, except to the extent of direct, as opposed to special, indirect,
      consequential or punitive, damages determined in a final non-appealable judgment
      by a court of competent jurisdiction to have resulted from such Indemnified
      Party’s gross negligence or willful misconduct. It is further agreed that each
      Lead Arranger shall only have liability to you (as opposed to any other person),
      that each Lead Arranger shall be liable solely in respect of its own commitments
      to the Senior Credit Facilities on a several, and not joint, basis with any
      other Lender and that such liability shall only arise to the extent damages
      have
      been caused by a breach of such Lead Arranger's obligations hereunder to
      negotiate in good faith definitive documentation for the Supermarine Acquisition
      Term Facility on the terms set forth herein as determined in a final
      non-appealable judgment by a court of competent jurisdiction. In the event
      that
      any claim or demand by a third party for which you may be required to indemnify
      an Indemnified Party hereunder (a “Claim”)
      is
      asserted against or sought to be collected from any Indemnified Party by a
      third
      party, such Indemnified Party shall as promptly as practicable notify you in
      writing of such Claim, and such notice shall specify (to the extent known)
      in
      reasonable detail the amount of such Claim and any relevant facts and
      circumstances relating thereto; provided, however, that
      any
      failure to give such prompt notice or to provide any such facts and
      circumstances shall not constitute a waiver of any rights of the Indemnified
      Party, except to the extent that the rights of the Indemnifying Party are
      actually materially prejudiced thereby.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    You
      shall
      be entitled to appoint counsel of your choice at your expense to represent
      an
      Indemnified Party in any action for which indemnification is sought (in which
      case you shall not thereafter be responsible for the fees and expenses of any
      separate counsel retained by that Indemnified Party except as set forth below);
      provided, however, that such counsel shall be satisfactory to such Indemnified
      Party. Notwithstanding your election to appoint counsel to represent an
      Indemnified Party in any action, such Indemnified Party shall have the right
      to
      employ separate counsel (including local counsel, but only one such counsel
      in
      any jurisdiction in connection with any action), and you shall bear the
      reasonable fees, costs and expenses of such separate counsel if (i) the use
      of
      counsel chosen by you to represent the Indemnified Party would present such
      counsel with a conflict of interest; (ii) the actual or potential defendants
      in,
      or targets of, any such action include both the Indemnified Party and you and
      the Indemnified Party shall have reasonably concluded that there may be legal
      defenses available to it and/or other Indemnified Parties which are different
      from or additional to those available to you; (iii) you shall not have employed
      counsel to represent the Indemnified Party within a reasonable time after notice
      of the institution of such action; or (iv) you shall authorize the Indemnified
      Party to employ separate counsel at your expense. You shall not be liable for
      any settlement or compromise of any action or claim by an Indemnified Party
      affected without your prior written consent, which consent shall not be
      unreasonably withheld or delayed.

     

    At
      the
      earlier of the Closing Date or the termination of this Commitment Letter, you
      agree to reimburse or cause the Borrower to reimburse the Lead Arrangers for
      all
      reasonable out-of-pocket costs and expenses (including, but not limited to,
      expenses relating to due diligence investigations, consultants’ and other
      professional and advisory fees, travel expenses and fees, disbursements and
      reasonable charges of counsel) incurred by the Lead Arrangers in connection
      with
      preparing, negotiating and/or executing the Credit Documentation and this
      Commitment Letter and term sheets, in each case whether or not incurred before
      or after the date of this Commitment Letter.

     

    All
      payments to be made under this Commitment Letter shall be paid in U.S. dollars
      and in immediately available, freely transferable cleared funds to such account
      with such bank as each Lead Arranger notifies to the Company, and shall be
      paid
      without (and free and clear of any deduction for) set-off or counter-claim
      and
      without any deduction or withholding for or on account of tax (a "Tax
      Deduction")
      unless
      a Tax Deduction is required by law. If a Tax Deduction is required by law to
      be
      made, you shall pay such tax and the amount of the payment due shall be
      increased to an amount which (after making any Tax Deduction) leaves an amount
      equal to the payment which would have been due if no Tax Deduction had been
      required.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    This
      Commitment Letter and the Term Sheet and the contents hereof and thereof are
      confidential and, except for the disclosure hereof or thereof on a confidential
      basis to your accountants, attorneys and other professional advisors retained
      by
      you in connection with the Transaction, the Supermarine Companies, or as
      otherwise required by law, may not be disclosed in whole or in part to any
      person or entity without our prior written consent; provided,
      however,
      it is
      understood and agreed that you may disclose this Commitment Letter (including
      the Term Sheet) but not the Fee Letter attached as Exhibit
      B
      to this
      Commitment Letter, after your acceptance of this Commitment Letter, in filings
      with the Securities and Exchange Commission and other applicable regulatory
      authorities and stock exchanges. The Lead Arrangers shall be permitted to use
      information related to the arrangement of the Supermarine Acquisition Term
      Facility in connection with marketing, press releases or other transactional
      announcements or updates provided to investor or trade publications;
provided,
      that
      any press release or public announcement shall not be made without your prior
      written consent, not to be unreasonably withheld or delayed. The Lead Arrangers
      hereby notify you that pursuant to the requirements of the USA Patriot Act,
      Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the
“Act”),
      they
      are required to obtain, verify and record information that identifies you,
      which
      information includes your name and address and other information that will
      allow
      the Lead Arrangers to identify you in accordance with the Act. 

     

    You
      acknowledge that each Lead Arranger or its affiliates may be providing financing
      or other services to parties whose interests may conflict with yours. Each
      Lead
      Arranger agrees that it will not furnish confidential information obtained
      from
      you to any of its other customers and that it will treat confidential
      information relating to you, the Borrower and your and their respective
      affiliates with the same degree of care as it treats its own confidential
      information. Each Lead Arranger further advises you that it will not make
      available to you confidential information that it has obtained or may obtain
      from any other customer. In connection with the services and transactions
      contemplated hereby, you agree that each Lead Arranger is permitted to access,
      use and share with any of its bank or non-bank affiliates, agents, advisors
      (legal or otherwise) or representatives any information concerning you, the
      Borrower or any of your or its respective affiliates that is or may come into
      the possession of such Lead Arranger or any of such affiliates.

     

    The
      provisions of the immediately preceding seven paragraphs shall remain in full
      force and effect regardless of whether any definitive documentation for the
      Supermarine Acquisition Term Facility shall be executed and delivered, and
      notwithstanding the termination of this Commitment Letter or any commitment
      or
      undertaking of the Lead Arrangers hereunder; provided,
      however,
      that you
      shall be deemed released of your reimbursement and indemnification obligations
      hereunder upon the execution of all definitive documentation for the Supermarine
      Acquisition Term Facility and the initial extension of credit
      thereunder.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    This
      Commitment Letter may be executed in counterparts which, taken together, shall
      constitute an original. Delivery of an executed counterpart of this Commitment
      Letter by telecopier, e-mail or facsimile shall be effective as delivery of
      a
      manually executed counterpart thereof.

     

    This
      Commitment Letter shall be governed by, and construed in accordance with, the
      laws of the State of New York. Each of you and the Lead Arrangers hereby
      irrevocably waives any and all right to trial by jury in any action, proceeding
      or counterclaim (whether based on contract, tort or otherwise) arising out
      of or
      relating to this Commitment Letter (including, without limitation, the Term
      Sheet), the Transaction and the other transactions contemplated hereby and
      thereby or the actions of the Lead Arrangers in the negotiation, performance
      or
      enforcement hereof. The commitments and undertakings of the Lead Arrangers
      may
      be terminated by us if you fail to perform your obligations under this
      Commitment Letter on a timely basis.

     

    This
      Commitment Letter, together with the Term Sheet, embodies the entire agreement
      and understanding among the Lead Arrangers, you, and your affiliates with
      respect to the Supermarine Acquisition Term Facility and supersedes all prior
      agreements and understandings relating to the specific matters hereof. However,
      please note that the terms and conditions of the commitment and undertakings
      of
      the Lead Arrangers hereunder are not limited to those set forth herein or in
      the
      Term Sheet. Those matters that are not covered or made clear herein or in the
      Term Sheet are subject to mutual agreement of the parties. No party has been
      authorized by the Lead Arrangers to make any oral or written statements that
      are
      inconsistent with this Commitment Letter.

     

    This
      Commitment Letter is not assignable by you without our prior written consent
      and
      is intended to be solely for the benefit of the parties hereto and the
      Indemnified Parties. This Commitment Letter shall not be amended or modified
      except in writing signed by all parties hereto.

     

    This
      Commitment Letter and all commitments and undertakings of the Lead Arrangers
      hereunder will expire at 5:00 p.m. (New York City time) on December 22, 2006
      unless you execute this Commitment Letter and return it to us prior to that
      time. Thereafter, all commitments and undertakings of the Lead Arrangers
      hereunder will expire on the earlier of (a) 60 days after the date of this
      letter, unless the definitive documents for the financing of the Transaction
      have been executed and delivered, and (b) the acceptance by you or any of your
      affiliates of an offer for all or any substantial part of the capital stock
      or
      property and assets of the Borrower and their subsidiaries other than as part
      of
      the Transaction. In consideration of the time and resources that the Lead
      Arrangers will devote to the Supermarine Acquisition Term Facility, you agree
      that, until such expiration, you will not solicit, initiate, entertain or
      permit, or enter into any discussions in respect of, any offering, placement
      or
      arrangement of any competing senior credit facilities for the Borrower and
      their
      subsidiaries with respect to the matters addressed in this letter.

     

    


     

    [THE
      BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    We
      are
      pleased to have the opportunity to work with you in connection with this
      important financing.

     

    
       

      
        	 	 	 
	 	Very
                truly
                yours,
	 	 
	 	MIZUHO CORPORATE BANK,
                LTD.
	 
 	 
 	 
 
	 	By:  	
                /s/
                  C.
                  Stolarski

              
	 	
                

              


      

      
        	 	Name:	
                C.
                  Stolarski

              	 
	 	Title:	
                Senior
                  Vice President 

              	 
	 


      

    

     

     

     

     

    ACCEPTED
      AND AGREED TO

    AS
      OF THE
      DATE FIRST ABOVE WRITTEN:

    


    By
      MACQUARIE
      FBO HOLDINGS LLC

    By
      MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie
      Infrastructure Company (US)), as Managing Member

    
      	 	 	 	 
	By: 
              /s/ Peter Stokes	 	 	 
	
              

            	 	 	
            
	
              Name:    

            	Peter
              Stokes	
            	
            	 	 	 
	
              Title: 

            	CEO	 	 	 	 	 




    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    We
      are
      pleased to have the opportunity to work with you in connection with this
      important financing.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	THE GOVERNOR AND COMPANY OF
              THE BANK OF
              IRELAND
	 
 	 
 	 
 
	 	By:  	
              /s/ Peter
                O’Neill

            
	 	
              

            


    

    
      	 	Name:	
              Peter
                O’Neill

            	 
	 	 	 	 
	 	Title:	
              Senior
                Vice President 

            	 
	 	 	 	 


    

     

    
      	 	 	 
	 	By:  	
              /s/ Eric
                A. Muth

            
	 	
              

            


    

    
      	
            	Name:	
              Eric
                A. Muth

            	 
	 	 	 	 
	 	Title:	
              Vice
                President

            	 
	 


    

     

    


    


    ACCEPTED
      AND AGREED TO

    AS
      OF THE
      DATE FIRST ABOVE WRITTEN:

    


    By
      MACQUARIE
      FBO HOLDINGS LLC

    By
      MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie
      Infrastructure Company (US)), as Managing Member

    
      
        	
              	 	 	 
	By: 
                /s/ Peter Stokes	 	 	 
	
                

              	 	 	
              
	
                Name:    

              	Peter
                Stokes	
              	
              	 	 	 
	
                Title: 

              	CEO	 	 	 	 	 


      



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    We
      are
      pleased to have the opportunity to work with you in connection with this
      important financing.

     

    
      
        	 	 	 
	 	Very
                truly
                yours,
	 	 
	 	BAYERISCHE LANDESBANK, NEW
                YORK
                BRANCH
	 
 	 
 	 
 
	 	By:  	
                /s/ Thomas
                  Augustin

              
	 	
                

              


      

      
        	 	Name:	
                Thomas
                  Augustin

              	 
	 	 	 	 
	 	Title:	
                Vice
                  President 

              	 
	 	 	 	 


      

       

      
        	 	 	 
	 	By:  	
                /s/ Donna
                  M. Quilty

              
	 	
                

              


      

      
        	
              	Name:	
                Donna
                  M. Quilty

              	 
	 	 	 	 
	 	Title:	
                Vice
                  President

              	 
	 


      

    

    


    


    ACCEPTED
      AND AGREED TO

    AS
      OF THE
      DATE FIRST ABOVE WRITTEN:

    


    By
      MACQUARIE
      FBO HOLDINGS LLC

    By
      MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie
      Infrastructure Company (US)), as Managing Member

    
      
        
          	
                	 	 	 
	By: 
                  /s/ Peter Stokes	 	 	 
	
                  

                	 	 	
                
	
                  Name:    

                	Peter
                  Stokes	
                	
                	 	 	 
	
                  Title: 

                	CEO	 	 	 	 	 


        

      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


     

    Indicative
      Summary of Terms and Conditions

     

    December
      21, 2006

     

     

    The
      terms
      and conditions contained in the documents in respect of the existing Loan
      Agreement will apply equally to this transaction, subject only to those
      variations and amendments which are expressly identified in this Indicative
      Summary of Terms and Conditions. Capitalized expressions in this document which
      are not otherwise defined are to be attributed the same meaning as provided
      in
      Appendix A to the existing Loan Agreement.

    


    


    
      	
              I.   The
                Parties

            	 
	 	 
	
              1.
                Borrower

            	
              Atlantic
                Aviation FBO Inc. (“Atlantic”) whose sole business is the ownership of
                entities (“Project Entities”) that operate Fixed Base Operations (FBO’s)
                and manage airports, and is seeking to acquire Supermarine of Santa
                Monica, L.P., Aviation Contract Services, Inc., Supermarine of Stewart,
                LLC and Supermarine Investors, Inc. (together, the “Supermarine
                Companies”).

            
	 	 
	
              2.
                Purpose

            	
              To
                amend the existing Amended and Restated Loan Agreement, dated as
                of June
                28, 2006 (the "existing Loan Agreement"), among the Borrower, the
                Lenders
                thereto and the Administrative Agent to provide an additional $32.5
                million of term loan debt needed to fund a portion of the acquisition
                price of the Supermarine Companies and related acquisition
                costs.

            
	 	 
	
              3.
                Equity Investor

            	
              Macquarie
                FBO Holdings LLC, a Delaware limited liability company, indirectly
                100%
                owned by Macquarie Infrastructure Company Trust, a New York Stock
                Exchange
                listed entity (“MIC”).

            
	 	 
	
              4.
                Lead Arrangers

            	
              Mizuho
                Corporate Bank, Ltd., Bayerische Landesbank, New York Branch and
                The
                Governor and Company of the Bank of Ireland

            
	 	 
	
              5.
                Syndication Agent

            	
              Bayerische
                Landesbank, New York Branch

            
	 	 
	
              6.
                Administrative Agent

            	
              Mizuho
                Corporate Bank, Ltd.

            


    

     

    
      
        
        

      

      
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              7.
                Documentation Agent

            	
              The
                Governor and Company of the Bank of Ireland

            
	 	 
	
              8.
                Senior Lenders

            	
              Lead
                Arrangers and other banks or financial institutions to whom the Facilities
                may be syndicated.

            
	 	 
	
              9.
                Initial Lenders

            	
              As
                to the Existing Term Loan Facility, the Lead Arrangers and Macquarie
                Bank
                Limited, as Co-Lead Arranger.

               

              As
                to the Supermarine Acquisition Term Facility, the Lead Arrangers
                and other
                Lenders.

            
	 	 
	
              10.
                Revolving Loan Lender

            	
              Mizuho
                Corporate Bank, Ltd.

            
	 	 
	
              11.
                Lenders' Legal Advisor 

            	
              Orrick,
                Herrington & Sutcliffe LLP

            
	 	 
	
              12.
                Other Consultants

            	
              Technical:
                Leigh Fisher Associates (a division of Jacobs Consulting
                Inc.)

              Environmental:
                Environmental Strategies Consulting

              Insurance:
                Moore-McNeil, LLC

            


    

    


    
      	
              II.
                The Facilities

            	 
	 	 
	
              14.
                The Facilities 

            	The
              Facilities will consist of the following:
	 	(i)	Existing
              Term
              Loan Facility of a principal aggregate amount of $480,000,000, 100%
              of
              which was drawn on or before July 11, 2006;
	 	(ii)	Supermarine
              Acquisition Term Facility of a principal aggregate amount of up to
              $32,500,000; and
	 	(iii) 	Revolving
              Credit Facility of a principal aggregate amount of
              $5,000,000.
	 	 	 
	
               

            	
              The
                Supermarine Acquisition Term Facility will be used to partially finance
                the acquisition of the Supermarine Companies.

            
	 	 
	
              Existing
                Term Loan Facility

            	 
	 	 
	
              15.
                Use of Proceeds

            	
              $300
                million of the proceeds of the Existing Term Loan Facility (the
                "Refinancing Portion") were used to refinance existing debt of North
                America Capital Holding Company and Macquarie Airports North America
                Inc.,
                pay for related costs and expenses, and finance a distribution to
                Equity
                Investor, and an additional $180 million of the proceeds of the Existing
                Term Loan Facility (the "Trajen Financing Portion") were used to
                finance
                the acquisition of the equity interest in Trajen Holdings, Inc. and
                pay
                for related costs and expenses. 100% of the proceeds of the Existing
                Term
                Loan Facility were drawn on or before July 11, 2006.

            
	 	 
	
              16.
                Term Loan Maturity Date

            	
              December
                12, 2010.

            


    

     

    
      
        
        

      

      
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              17.
                Closing Date

            	
              Refinancing
                Portion: December 12, 2005

              Trajen
                Financing Portion: July 11, 2006

            
	 	 
	
              Supermarine
                Acquisition Term Facility

            	 
	 	 
	
              18.
                Use of Proceeds

            	
              The
                proceeds of the Supermarine Acquisition Term Facility will be available
                to
                finance the acquisition of 100% of the equity in the Supermarine
                Companies.

            
	 	 
	
              19.
                Drawdown

            	
              Advances
                under the Supermarine Acquisition Term Facility will be made in a
                single
                distribution up to the full principal amount of the Supermarine
                Acquisition Term Facility.

            
	 	 
	
              20.
                Repayment

            	
              The
                Supermarine Acquisition Term Facility, together with the Existing
                Term
                Loan Facility, will comprise 100% of the term loan facility under
                the
                amended Loan Agreement (the "Term Loan Facility"). For the avoidance
                of
                doubt, the borrowing under the Supermarine Acquisition Term Facility
                are
                subject to the same repayment terms and conditions as those applicable
                to
                the Existing Term Loan Facility.

               

              All
                amounts outstanding under the Term Loan Facility (including advances
                made
                under the Supermarine Acquisition Term Facility) shall be due and
                payable
                pari passu in full on the Term Loan Maturity Date (defined
                above). 

            
	 	 
	
              21.
                Termination of Supermarine Acquisition Term Facility

            	
              Unused
                commitments under the Supermarine Acqusition Term Facility will be
                terminated on the earlier of (i) the day of a partial draw down of
                such
                facility or (ii) March 31, 2007.

            
	 	 
	
              22.
                Projected Amendment Signing Date

            	
              January
                12, 2007

            
	 	 
	
              Revolving
                Credit Facility

            
	 
	
              23.
                Use of Proceeds

            	
              Borrower
                may utilize the Revolving Credit Facility for Letters of Credit and
                working capital requirements.

            
	 	 
	
              24.
                Revolving Loan Maturity Date

            	
              Term
                Loan Maturity Date.

            
	 	 
	
              25.
                Closing Date

            	
              December
                12, 2005.

            
	 	 
	
              26.
                     Drawdown

            	
              Advances
                under the Revolving Credit Facility may be made, and Letters of Credit
                may
                be issued, on a revolving basis up to the full amount of the Revolving
                Credit Facility.

            
	 	 
	
              27.
                Prepayment

            	
              Prepayments
                of the Revolving Credit Facility are permitted without penalty on
                any
                Interest Payment Date upon not less than three (3) days prior written
                notice to the Revolving Loan Lender. Optional Prepayments of the
                Revolving
                Credit Facility must be made in a minimum amount of $100,000 and
                in
                increments of $50,000. All amounts outstanding under the Revolving
                Credit
                Facility shall be due and payable in full on the Revolving Loan Maturity
                Date.

            


    

     

    
      
        
        

      

      
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        	III.  
                Terms of the Credit Facilities
	 	 
	
                28.
                  Mandatory Prepayment

              	The Borrower shall promptly make Mandatory
                Prepayments in the following situations. The Mandatory Prepayments
                shall
                be applied to the term loans under the Term Loan Facility (the "Loans"),
                including any amounts added to the Term Loan Facility due to draws
                under
                the Supermarine Acquisition Term Facility.
	 	 
	 	i.     If
                any insurance or condemnation proceeds (other than business interruption
                insurance) are not used for reconstruction, Borrower will prepay
                that
                amount of the Loans, without penalty, subject to appropriate materiality
                tests.
	 	 
	 	
                ii.     If,
                  during any fiscal year, any net proceeds from a sale of the Borrower's
                  or
                  its subsidiary's property that is not used to purchase replacement
                  assets
                  exceeds $250,000, Borrower will prepay the Loans in the amount
                  of such
                  excess; subject, however, to the last paragraph in Section 37 -
                  Undertakings with respect to the management contracts
                  business.

                 

                iii.     If
                  Borrower or its subsidiaries incurs debt for borrowed money that
                  is not
                  permitted indebtedness, 100% of the net debt proceeds will be applied
                  to
                  prepay the Loans.

              
	 	 
	 	iv.      If
                Borrower or its subsidiaries sells or issues equity securities (other
                than
                any issuance or sale to fund expansion capital expenditures or to
                prepay
                Loans in the event described in paragraph vi below, or certain
                intercompany issuances), 100% of the net equity proceeds will be
                applied
                to prepay the Loans.
	 	 
	 	v.      The
                proceeds of any termination payment or similar compensation received
                in
                respect of the termination of any FBO Lease, any management contract
                or
                the heliport contract, will be
                applied to prepay the Loans.
	 	 
	 	vi.      If
                one or more Distribution Requirements are not satisfied for two
                consecutive Distribution Dates following a deposit of Excess Cash
                Flow to
                the Special Reserve Account as described in Section 31 below.
	 	 
	 	vii.      If,
                during the Leverage Ratio Test Period, the Debt to EBITDA Ratio (as
                defined below) is higher than amounts set out below, Borrower will
                be
                required to sweep all cash to pay down the Loans until the following
                ratios have been
                achieved. Failure to achieve the following ratios within two quarters
                after the test date shall result in an Event of
                Default:


      

       

      
        
          
          

        

        
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        	 	Date of Debt to EBITDA
                Ratio
                test 	Maximum ratio
	 	 	 
	 	From the third anniversary
                of term
                loan drawdown	 
	 	To fourth
                anniversary: 	5.5x
	 	From the fourth anniversary
                of term
                loan drawdown	5.0x
	 	To six months prior to
                Maturity
                Date:  	 
	 	From six months prior
                to Maturity
                Date	 
	 	To full repayment:	4.5x
	 	 
	 	
                In
                  all cases the debt repayment can be made from cash on hand or additional
                  equity injection from Equity Investor.

              
	 	
              
	
                29.
                  Optional Prepayment

              	
                Prepayments
                  of the Term Loan Facility are permitted without penalty (subject
                  to the
                  payment of any break funding costs incurred, including reversing
                  interest
                  rate hedging transactions) upon at least five Business Days written
                  notice. Optional Prepayments of the Term Loan Facility must be
                  made in a
                  minimum amount of $1,000,000 and in increments of $500,000. Amounts
                  repaid
                  under the Term Loan Facility may not be redrawn.

              
	 	 
	
                30.
                  Mandatory Debt Service

              	
                Interest,
                  Commitment Fee, Agency Fee and periodic scheduled hedging obligations
                  payable by the Borrower will be considered Mandatory Debt
                  Service.

              
	 	 
	
                31.
                  Restricted Payments
                  (Lock-Up)

              	Borrower may make quarterly
                distributions (within 35 days following each quarterly payment date)
                so
                long as the following conditions
                (together, the “Distribution Requirements”)
                have been met:
	 	 
	 	i. 	The DSCR for the preceding
                twelve
                month period (modified to exclude from the calculation of net cash
                flow
                any equity contributions received by the Borrower from the Equity
                Investor
                not used to pay for expansion capital expenditures or for any unusual
                and
                non-recurring fees and expenses relating to the integration of the
                FBO
                businesses) is 1.50 or higher;
	 	ii.	The DSCR for the subsequent
                twelve
                month period is projected to be 1.50 or higher;
	 	iii.	Debt Service Reserve Account
                is
                fully funded;
	 	iv.	During the EBITDA Test
                Period, no
                failure of the Applicable Minimum EBITDA has occurred and no Lock-Up
                Period is outstanding;
	 	v. 	Mandatory Prepayments
                have been
                made; and,
	 	vi.	No Default or Event of
                Default
                exists.
	 	 	 
	 	
                In
                  the event that distributions are not permitted due to failure to
                  achieve
                  the Distribution Requirements, then monies which would have been
                  distributed absent such failure will be deposited and trapped in
                  the
                  Special Reserve Account. Following such deposit, if on each of
                  the next
                  succeeding two (2) Distribution Dates the Distribution Requirements
                  are
                  not satisfied, then all monies which have been on deposit in the
                  Special
                  Reserve Account for at least six (6) months shall be applied to
                  a
                  Mandatory Prepayment of the Term Loan Facility. All monies on deposit
                  in
                  the Special Reserve Account (and not required to make a Mandatory
                  Prepayment in accordance with the preceding sentence) shall be
                  available
                  for distribution if the Distribution Requirements are satisfied
                  for each
                  of the succeeding two Distribution
                  Dates.

              


      

       

      
        
          
          

        

        
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                32.
                  Applicable EBITDA Minimum

              	At each distribution
                date during the period from the disbursement date of the proceeds
                of the
                Supermarine Acquisition Term Facility through December 31, 2008 (the
                "EBITDA Test Period"), trailing 12 month EBITDA (on a pro forma basis,
                as
                if all facilities had been owned for the full twelve months), and
                excluding amounts paid by the Supermarine Companies as management
                fees to
                American Airports Corporation prior to their acquisition by the Borrower),
                shall exceed the following levels:
	 	 
	 	 	Year	Minimum EBITDA	
              
	 	 	2006 	$66.90 million	 
	 	 	2007	$78.16 million	 
	 	 	2008	$84.10 million	 
	 	 	 
	
                33.
                  Collateral

              	The Facilities
                are,
                among other things, secured by a grant of first priority security
                interest
                in the following property (subject to acceptable
                encumbrances):
	 	i.	Project Revenues (including
                all
                income, revenues, all interest earned on deposits and reserves, rates,
                fees, charges, rentals, or other receipts derived by or related to
                the
                operations of the Borrower and its subsidiaries, and any revenues
                assigned
                to the Borrower and its subsidiaries and proceeds of the sale or
                other
                disposition of all or any part of the Borrower’s or its subsidiaries'
                assets (“Project Revenues”), project accounts and cash therein, including
                the Debt Service Reserve Account.
	 	ii.	(A) Pledge of shares of
                the
                Borrower and (B) as and to the extent permitted under the terms of
                the
                applicable FBO Leases and other airport services contracts, pledge
                of
                shares of each of the subsidiaries of the Borrower. The Borrower
                will make
                all reasonable efforts to obtain the consent of the airport authorities
                to
                the extent such consent is required under the applicable FBO lease
                to
                pledge the subsidiary's shares. If, despite such efforts, the Borrower
                is
                unable to obtain all relevant consents, such subsidiaries will be
                arranged
                so as to be directly and wholly-owned by a single purpose affiliate
                whose
                shares will be pledged.
                iii. Security
                  interest in substantially all assets of the business, including
                  all
                  management contracts and FBO leases (subject to release to accommodate
                  the
                  sale transaction described in Section 37 below), all other material
                  agreements and rights to receive Project Revenues (including fuel
                  contracts, subleases, service agreements, employment agreements),
                  licenses, equipment and machinery, inventory (including jet fuel)
                  and
                  account receivables and intellectual property (including the “Atlantic
                  Aviation” brand name and any other material acquired intellectual
                  property) whether existing at the Amendment Closing Date or thereafter
                  acquired, and the proceeds thereof. Note that under most of the
                  FBO
                  leases, including the Supermarine FBO Leases, prior consent of
                  the airport
                  authority is required to collaterally assign the FBO leases, and
                  the
                  Borrower is obligated to use commercially reasonable efforts to
                  obtain
                  consents from the airport authorities. To the extent consent is
                  not given,
                  the equity interests in the lessees under the Supermarine leases
                  will be
                  pledged as collateral.

              


      

       

      
        
          
          

        

        
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        	 	iv.	Insurance policies and
                any claims
                or proceeds.
	 	
              	 
	
                34.
                  Hedging Requirements

              	
                Borrower
                  is required to enter into interest rate hedges or novation arrangements
                  with the swap providers from the original financings at financial
                  close for at least 100% of the Term Loan Facility interest rate
                  exposure,
                  for the remaining term of the Term Loan Facility. All hedging payments
                  will rank pari-passu with the Facilities.

              
	 	 
	
                35.
                  Representations and Warranties

              	Includes:
	 	i.	Valid existence of
                Borrower;
	 	ii.	Due authorization of
                Borrower;
	 	iii.	Governing law, enforcement
                of
                judgments, validity and admissibility;
	 	iv.	No default;
	 	v.	Consolidated financial
                statements
                of Borrower and its subsidiaries are in accordance with its books
                and
                records and GAAP (subject to the waiver and consent provided by the
                Required Lenders as of October 11, 2006 with respect to certain restated
                financial statements for the 2005 and 2006 periods);
	 	vi.	Funding of pension plans
                and
                compliance with ERISA;
	 	vii. 	Payment of taxes (subject
                to
                customary contest rights);
	 	viii.	No material pending or
                threatened
                uninsured litigation;
	 	ix.	Ownership of or leasehold
                interest
                in assets; 
	 	x.	No breach of environmental
                or other
                laws in any material respect (subject to customary contest
                rights);
	 	xi.	No other business;
	 	xii.	Insurance coverage is
                in line with
                prudent market practice;
	 	xiii. 	All consents, filings,
                and licenses
                etc. required for conduct of business have been obtained and are
                in full
                force and effect;
	 	xiv.	No indebtedness for borrowed
                money
                other than permitted indebtedness;


      

       

      
        
          
          

        

        
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        	 	xv.	Effectiveness, enforceability
                of
                material agreements;
	 	xvi. 	Creation, perfection and
                first
                priority of liens (except permitted liens);
	 	xvii.	Solvency;
	 	xviii. 	No Material Adverse
                Effect;
	 	xix.	Due authorization and
                valid
                issuance of all outstanding equity interests of Borrower and its
                subsidiaries;
	 	xx.	Non-deferred payment of
                purchase
                price for aviation fuel at prevailing market prices at time of delivery;
                and
	 	xxi.	Accuracy of information
                furnished.
	 	 	 
	
                36.
                  Conditions Precedent

              	Conditions
                Precedent to
                signing of the amended loan documentation will be similar to the
                conditions precedent set forth in Section 4.2 of the existing Loan
                Agreement (with necessary adjustments to account for the contemplated
                transaction with Supermarine rather than Trajen) and in customary
                form for
                transactions of this nature. The delivery to the Lead Arrangers of
                final
                reports prepared by the Technical
                Advisor, the Environmental Consultant, the Model Auditor and the
                Insurance
                Consultant
                will not be a condition precedent to signing to the extent such reports
                are provided prior to the issuance of the Commitment
                Letter.
	 	 
	 	Conditions
                Precedent to
                advance under the Supermarine Acquisition Term Facility will
                be similar to the conditions precedent set forth in Sections 4.3
                and 4.4
                of the existing Loan Agreement (with necessary adjustments to account
                for
                the contemplated transaction with Supermarine rather than Trajen)
                and in
                customary form for transactions of this nature. In addition, conditions
                precedent to advance shall include payment
                of the Underwriting Fees and Arrangement Fees (each as set forth
                in the
                fee letter attached as Exhibit B to the Commitment Letter), funding
                by MIC
                of a minimum of $48.8 million of equity, and the
                receipt
                of financial statements for the Supermarine Companies for the year
                ended
                December 2005 as audited by Lesley, Thomas, Schwarz & Postma, Inc.,
                showing no material differences between the audited statements and
                the
                unaudited 2005 statements delivered as a condition precedent to signing
                of
                the amended loan agreement.
	 	 
	 	
                The
                  delivery to the Lead Arrangers of revised base case projections
                  satisfactory to the Lead Arrangers will not be a condition precedent
                  to
                  advance under the Supermarine Acquisition Term Facility to the
                  extent such
                  projections are provided prior to the issuance of the Commitment
                  Letter.

              
	 	 
	
                37.
                  Undertakings

              	Positive
                and negative
                undertakings given by the Borrower as set forth in the existing Loan
                Agreement and in customary form for transactions of this nature with
                appropriate adjustments being made to account for the addition of
                the
                Supermarine Acquisition Term Facility, including without limitation
                appropriate materiality tests, permitted exceptions and, where
                appropriate, de minimis provisions.


      

       

      
        
          
          

        

        
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                The
                  amendment to the existing Loan Agreement will include a carveout
                  to the
                  prohibition against asset sales and dispositions for the sale of
                  100% of
                  the management contracts business currently operated by certain
                  of the
                  Borrower's subsidiaries, to the extent such sale is permitted by
                  the terms
                  of the relevant management contracts and in accordance with all
                  applicable
                  law, in favor of a reputable entity with sufficient experience
                  in
                  operating such services, and under arrangements whereby the Borrower
                  and
                  its Subsidiaries have no liability (contingent or otherwise, except
                  with
                  respect to customary representations and warranties given by the
                  purchaser
                  in the Purchase Agreements to the extent a breach thereof may give
                  rise to
                  a contingent liability) relating to such operations after the sale.
                  100%
                  of the net proceeds of the sale will be passed to the Investor
                  as a
                  dividend distribution, provided that 100% of any net proceeds in
                  excess of
                  $9.3 million will be applied to prepay the Loans.

              
	 	 
	
                38.
                  Event of Default

              	Includes:
	 	
              	 
	 	i.	Non-payment (with 3 Business
                Days
                grace for interest and other non-principal amounts);
	 	ii. 	Failure by the Borrower
                to comply
                with covenants relating to inspections of the property and offices
                of the
                Borrower and its Subsidiaries, Use of Proceeds; insurance, a default
                under
                any Subsidiary Guaranty or other Security Document, legal existence
                and
                good standing of the Borrower and its Subsidiaries, hedging arrangements,
                compliance with legal requirements and contractual obligations, provision
                of Additional Collateral, its obligations in respect of New Subsidiaries
                and all Negative Covenants;
	 	iii.	Default by the Borrower
                or any
                other Loan Party in performance or breach of other obligations or
                undertakings under any Loan Document not remedied within a 30-day
                remedy
                period for affirmative covenants (extendable for longer period granted
                at
                Administrative Agent’s discretion if remedy cannot be accomplished in 30
                days and is being diligently pursued and extension does not result
                in a
                Material Adverse Effect);
	 	iv.	Any representation or
                warranty made
                by the Borrower or any other Loan Party being untrue in any respect
                which
                will or may have a Material Adverse Effect;
	 	v.	Cross-default
                by the Borrower or any of its Subsidiaries with respect to any other
                debt
                (other than in respect of any subordinated debt) subject to materiality
                threshold of $500,000;
	 	vi.	Bankruptcy and insolvency
                events
                involving
                the Borrower or any of its Subsidiaries;
	 	vii. 	Failure of Borrower or
                its
                subsidiaries to pay unstayed and uninsured judgments in excess of
                $500,000
                within 30 days;


      

       

      
        
          
          

        

        
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        	 	viii. 	Change of business;
	 	ix.	Any insurance required
                is
                terminated, ceases to be valid or is amended so as to have a Material
                Adverse Effect unless substantially similar cover (and which is otherwise
                in compliance with the Borrower’s insurance covenants) replaces such
                insurance;
	 	x. 	Nationalization, condemnation
                or
                government taking without fair value being paid therefor (so to allow
                replacement of such property or prepayment of the
                Obligations);
	 	xi. 	Required authorizations
                are revoked
                or terminated (unless reinstated within 10 days or such longer period
                as
                necessary so long as such event could not reasonably be expected
                to have a
                Material Adverse Effect and Borrower is diligently pursuing
                reinstatement);
	 	xii.	The Borrower or any of
                its
                Subsidiaries fails to comply with applicable laws, including all
                applicable environmental laws, that will result in a Material Adverse
                Effect;
	 	xiii. 	Backward DSCR is less
                than or equal
                to 1.20 as of the end of any quarter;
	 	xiv.	Change of Control;
	 	xv.	Failure to perform any
                Material
                Contract (subject to 30 day remedy period or such longer period granted
                at
                the Administrative Agent’s discretion if remedy cannot be accomplished in
                30 days and is being diligently pursued and extension does not result
                in a
                Material Adverse Effect); provided
                that failure on the part of a party other than the Borrower or its
                subsidiaries is an Event of Default only if such failure has Material
                Adverse Effect;
	 	xvi. 	Inappropriate use of,
                or withdrawal
                of funds
                from,
                project accounts by the Borrower or any party to a Material
                Contract;
	 	xvii.	Default under the Subsidiary
                Guaranty or any other Security Document;
	 	xviii. 	Any Loan Document ceases
                to be in
                full force and effect; or Security ceases to be effective as first
                priority security (subject to Permitted Liens); or the issuance of
                any
                equity securities are not subject to first priority, perfected
                lien;
	 	xix. 	Any reportable ERISA
                event;
	 	xx. 	Any Material Contract
                ceases to be
                in full force and effect, or is terminated prior to the scheduled
                expiration date, or any material provision thereof is declared null
                and
                void; 
	 	xxi.	Abandonment of business
                at any
                airport for 30 days; or
	 	xxii.	Any event of condition
                involving
                financial impact to the Borrower of its Subsidiaries in excess of
                $10
                million that could have a Material Adverse Effect.
	 	 	 
	 	
                An
                  Event of Default in (xv), (xx) or (xxi) above that affects an FBO
                  or FBOs
                  (other than the sixteen largest FBO contributors of EBITDA)1 
                  may be cured prior to acceleration of the Loans by prepayment of
                  that
                  portion of the Term Loan Facility that corresponds to the highest
                  of the
                  projected, actual or preceding three-year average EBITDA contribution
                  of
                  the affected FBO(s). Such prepayment will release the affected
                  FBO(s) from
                  the Loan Documents. This method of cure may be exercised only once
                  during
                  the term of the Loans, and only if the proportional EBITDA contribution
                  of
                  the affected FBO(s) does not exceed 5% of aggregate
                  EBITDA.

              


      

      ____________________

      
        1
          Santa
          Monica to be added as Non-Eligible FBO.

      

       

      
        
          
          

        

        
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                IV.
                  Interest Rate and Fees

              	 	 
	 	 	 
	
                39.
                  Interest Rate

              	
                The
                  Facilities will bear interest at one, two, three or six month LIBOR
                  plus
                  the Applicable Margin.

              
	 	 
	
                40.
                  Applicable Margin

              	From the
                Refinancing
                Term Loan Disbursement Date (December 12, 2005) to the 3rd anniversary
                of
                such date: 1.75%
	 	 
	 	
                From
                  the 3rd anniversary to the Term Loan Maturity Date:
                  2.00%.

              
	 	 
	
                41.
                  Interest Payment Date

              	
                Interest
                  will be paid in arrears on the last day of each Interest Period,
                  except in
                  the case of a six month Interest Period, where interest will also
                  be paid
                  three months from the start of the Interest Period.

              
	 	 
	
                42.
                  Interest Period

              	
                One,
                  two, three or six months.

              
	 	 
	
                43.
                  Default Rate

              	
                Interest
                  Rate plus 2% per annum.

              
	 	 
	
                44.
                  Commitment Fee

              	
                0.50%
                  per annum of the undrawn portion of the Facilities, including the
                  Supermarine Acquisition Term Facility, payable on any Interest
                  Payment
                  Date. The Commitment Fee will accrue in arrears from the Closing
                  Date.

              
	 	 
	
                V.
                  Flow of Funds

              	 
	 	 
	
                45.
                  Priority of Payments

              	Payments
                for the
                following amounts shall be made in the following order of
                priority:
	 	 	 
	 	i.	Operating Costs;
	 	ii.	Fees and expenses due
                to the Lead
                Arrangers and Senior Lenders;
	 	iii.	Interest on the Term Loan
                Facility
                and the Revolving Credit Facility, as well as any periodic scheduled
                hedging obligations;
	 	iv.	Mandatory Prepayments
                of the
                Loans;
	 	v. 	Any required payments
                to the Debt
                Service Reserve Account;
	 	vi.	Optional Repayment and
                any hedging
                termination obligations payable as a result of such
                repayment;
	 	vii.	Any payments (if applicable)
                to the
                Special Reserve Account;
	 	
                viii. 

              	Distributions to Equity
                Investor.
	 	 	 
	
                46.
                  Debt Service Reserve Account

              	
                Borrower
                  shall maintain a Debt Service Reserve Account in an amount equal
                  to six
                  months of Mandatory Debt Service payable under the Facilities.
                  The Debt
                  Service Reserve Account shall be fully funded on the Amendment
                  Closing
                  Date. Alternatively, a letter of credit by a financial institution
                  rated
                  at least A-/A3 may be posted for the benefit of the Senior
                  Lenders.

              


      

       

      
        
          
          

        

        
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                VI. Ratios

              	 	 
	 	 	 
	
                47.
                  Debt Service Coverage Ratio

              	
                The
                  Debt Service Coverage Ratio (“DSCR”) for a particular period will be
                  calculated on a quarterly basis as the ratio of (a) Net Cash Flow for
                  the twelve-month period ending on the respective calculation date
                  to
                  (b) Mandatory Debt Service for the twelve-month period ending on the
                  respective calculation date.

              
	 	 
	
                48.
                  Debt to EBITDA Ratio

              	
                The
                  Debt to EBITDA Ratio as of a particular date will be calculated
                  as the
                  ratio of (a) total amount of Facilities outstanding to (b) earnings
                  before
                  interest, tax, depreciation and amortization.

              
	 	 
	
                49.
                  Net Cash Flow

              	
                “Net
                  Cash Flow” means, in respect of any period, (a) aggregate Project
                  Revenues received during such period plus additional equity contributions
                  during such period not used to pay for Expansion Capital Expenditures
                  and
                  unusual and non-recurring expenses relating to integration of FBO
                  businesses, less (b) the operating expenses, maintenance capital
                  expenditure and taxes paid during such period, but excluding any
                  Expansion
                  Capital Expenditures funded with distributed amounts or equity
                  contributions or financed with permitted debt, all unusual and
                  non-recurring expenses relating to the integration of the FBO businesses
                  funded with distributed amounts or equity contributions or financed
                  with
                  permitted debt, non-cash charges, interest and principal payments
                  on the
                  loans, distributions, investments, costs paid by insurance proceeds,
                  and
                  employee phantom stock ownership plan payments.

              
	 	 
	
                VII.
                  General

              	 
	 	 
	
                50.
                  Reporting requirements
                  of the Borrower

              	i.	Annual
                audited Financial Statements no later than 90 days after close of
                each
                fiscal year;
	 	ii.	Quarterly Financial Statements
                no
                later than 45 days after close of each fiscal quarter;
	 	iii.	Contemporaneously with
                delivery of
                (i) and (ii): a compliance certificate stating that an Event of Default
                has not occurred, or if an Event of Default has occurred and is continuing
                (and assuming the Administrative Agent has agreed in its discretion
                to
                extend the cure period), a statement as to the nature thereof and
                proposed
                cure remedies;
	 	iv.	a certificate stating
                all expansion
                capital expenditures during the previous quarter and the source of
                funds
                for such expenditures;
	 	v.	Monthly operating reports
                no later
                than 30 days after close of each month;


      

       

      
        
          
          

        

        
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        	 	vi.	EBITDA certificate no
                later than 30
                days after close of each fiscal quarter during the EBITDA Test Period,
                certifying the EBITDA for the twelve-month period;
	 	vii.	Debt to EBITDA Ratio certificate
                no
                later than 30 days after close of each fiscal quarter during the
                Leverage
                Ratio Test Period, certifying the Debt to EBITDA Ratio for the
                twelve-month period; and 
	 	viii.	DSCR
                certificate no later than 30 days after the close of each fiscal
                quarter,
                certifying the DSCR for the twelve-month period.
	 	 	 
	
                51.
                  Governing Law

              	
                The
                  documentation is governed by New York law, venue shall be in New
                  York
                  County, and contains a waiver of jury
                  trial.

              


      

    

    


    
      
        
        

      

      
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