**EXHIBIT
      10.2**


***Execution
      Copy***


**WAIVER
      AND**


**SECOND
      AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT**


**(SUPERMARINE
      ACQUISITION FACILITY)**





This **WAIVER
      AND**  **SECOND
      AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT** (this
      “ **Waiver
      and Amendment** ”)
      dated
      as of February 13, 2007, by and among ATLANTIC AVIATION FBO INC., a Delaware
      corporation (formerly known as NORTH AMERICA CAPITAL HOLDING COMPANY, a Delaware
      corporation and hereinafter referred to as the “ **Borrowe** r ”);
      the
      several banks and other financial institutions identified on the signature
      pages
      hereto (the “ **Lender
      Parties** ”);
      and
      MIZUHO CORPORATE BANK, LTD., as Administrative Agent for the Lenders (in such
      capacity, the “ **Administrative
      Agent** ”).





**W
      I T N E S S E T H**




**WHEREAS** ,
      the
      Borrower has entered into an Amended and Restated Loan Agreement, dated as
      of
      June 28, 2006, (as amended, supplemented or otherwise modified from time to
      time, the “ **Loan
      Agreement** ”)
      with
      certain lenders identified therein (the “ **Lenders** ”)
      and
      the Administrative Agent, pursuant to which the Lenders have agreed to make
      certain Loans to the Borrower on the terms and subject to the conditions set
      forth therein;




**WHEREAS** ,
      pursuant to the Loan Agreement, the Lenders have provided to the Borrower
      (i) Refinancing Term Loans in connection with the refinancing of certain
      senior indebtedness of the Borrower relating to the acquisition by it or its
      affiliate of certain airport service businesses and the funding of a one-time
      equity distribution to the Investor; (ii) Trajen Acquisition Term Loans in
      connection with the financing of the acquisition by the Borrower or its
      affiliate of the equity interests in Trajen Holdings, Inc., a Delaware
      corporation which owns and operates a number of fixed base operations at
      municipal airports in the United States; (iii) the Revolving Loan facility
      for working capital purposes of the Borrower and its Subsidiaries; and
      (iv) certain other purposes permitted thereunder;




**WHEREAS** ,
      the
      Term Loan facilities under the Loan Agreement have been fully drawn for the
      purposes described above;




**WHEREAS** ,
      the
      Borrower contemplates the acquisition, pursuant to an assignment from the
      Investor, of 100% of the Equity Securities of each of Supermarine of Santa
      Monica, LP, a California limited partnership, Supermarine of Stewart, LLC,
      a
      Delaware limited liability company, Aviation Contract Services, Inc., a
      California corporation, and Supermarine Investors, Inc., a California
      corporation, which entities own and operate Fixed Base Operations businesses
      at
      Santa Monica Airport, Santa Monica, California and Stewart International
      Airport, New Windsor, New York (the “ **Supermarine
      Acquisition** ”);




**WHEREAS** ,
      the
      Administrative Agent and the Lender Parties signatory to this Waiver and
      Amendment have agreed with the Borrower to increase the Term Loan facility
      under
      the Loan Agreement in order to provide financing for a portion of the
      acquisition costs and other permitted purposes relating to the Supermarine
      Acquisition;







**WHEREAS** ,
      Macquarie Bank Limited, one of the Lenders, has advised of its intention to
      assign its share of the Loans, and all of its rights and obligations relating
      thereto under the Loan Agreement, to Macquarie Finance Americas Inc., a Delaware
      corporation whose equity interests will be 100% indirectly owned by Macquarie
      Bank Limited (the “ **MBL
      Assignment** ”);




**WHEREAS** ,
      Macquarie Finance Americas Inc. is not an Eligible Assignee for assignment
      purposes under Section 10.4 of the Loan Agreement and the relevant provisions
      of
      the Loan Agreement currently do not permit the MBL Assignment without approval
      from the Required Lenders;




**WHEREAS** ,
      the
      Borrower has advised of an impending organizational restructuring of its parent
      entities, such that following the restructuring, the ultimate parent company
      of
      the manager of Macquarie Infrastructure Company Trust (the Borrower's parent
      entity), will no longer be Macquarie Bank Limited, but will be a newly created
      holding company to be listed on the Australian Stock Exchange (currently,
      Macquarie Infrastructure Company Trust is managed by an indirect subsidiary
      of
      Macquarie Bank Limited) (the “ **Parent
      Restructuring** ”);




**WHEREAS** ,
      the
      Parent Restructuring would violate the Change of Control restrictions in the
      Loan Agreement;




**WHEREAS** ,
      the
      Lender Parties signatory to this Waiver and Amendment and the Administrative
      Agent have agreed to (i) amend the Loan Agreement to reflect the increase
      in Term Loan Commitments relating to the Supermarine Acquisition and to
      incorporate certain other amendments to the Loan Agreement as agreed to among
      the parties; (ii) waive certain assignment provisions of the Loan Agreement
      to permit the MBL Assignment; and (iii) amend the definition of “Change of
      Control” to permit the Parent Restructuring, all subject to and upon the terms
      as set forth herein; and




**WHEREAS** ,
      pursuant to Section 10.1(a) of the Loan Agreement, the amendments and waiver
      contemplated by this Waiver and Amendment will become effective upon the
      execution hereof by the Lender Parties constituting the Required Lenders, the
      Administrative Agent and the Borrower.




**NOW,
      THEREFORE** ,
      it is
      hereby agreed as follows:




1.  Definitions .
      Unless
      otherwise defined herein, capitalized terms used but not otherwise defined
      herein have the meanings specified in Appendix A to the Loan Agreement. The
      Rules of Interpretation set forth in Appendix A shall apply to this Waiver
      and
      Amendment.




2.  Amendments
      to Loan Agreement .
      The
      Loan Agreement is hereby amended as follows:




2.1  Section
      2.1 (Term Loan Facility) .
      Clause
      (a) of Section 2.1 of the Loan Agreement is hereby deleted in its entirety
      and
      replaced with the following:




2


“(a)  Term
      Loan Commitments .
      Subject
      to the terms and conditions set forth herein, (i) each Refinancing Term
      Loan Lender severally agrees to make term loans for the purposes specified
      in Section 2.6(a) (each, a
“ **Refinancing
      Term Loan** ”)
      to the
      Borrower during the Refinancing Term Loan Commitment Period in an aggregate
      principal amount not to exceed the amount of such Term Loan Lender’s Refinancing
      Term Loan Commitment, (ii) each Trajen Acquisition Term Loan Lender
      severally agrees to make term loans for the purposes specified in Section 2.6(b) (each, a
“ **Trajen
      Acquisition Term Loan** ”)
      to the
      Borrower during the Trajen Acquisition Term Loan Commitment Period in an
      aggregate principal amount not to exceed the amount of such Term Loan Lender’s
      Trajen Acquisition Term Loan Commitment, and (iii) each Supermarine
      Acquisition Term Loan Lender severally agrees to make term loans for the
      purposes specified in Section 2.6(c) (each, a
“ **Supermarine
      Acquisition Term Loan** ”
and,
      together with the Refinancing Term Loans and the Trajen Acquisition Term Loans,
      the “ **Term
      Loans** ”)
      to the
      Borrower during the Supermarine Acquisition Term Loan Commitment Period in
      an
      aggregate principal amount not to exceed the amount of such Term Loan Lender's
      Supermarine Acquisition Term Loan Commitment. Each Refinancing Term Loan shall
      be made as part of a Borrowing consisting of Refinancing Term Loans made by
      the
      Refinancing Term Loan Lenders ratably in accordance with their respective Pro
      Rata Shares of the aggregate Refinancing Term Loan Commitments of all
      Refinancing Term Loan Lenders. Each Trajen Acquisition Term Loan shall be made
      as part of a Borrowing consisting of Trajen Acquisition Term Loans made by
      the
      Trajen Acquisition Term Loan Lenders ratably in accordance with their respective
      Pro Rata Shares of the aggregate Trajen Acquisition Term Loan Commitments of
      all
      Trajen Acquisition Term Loan Lenders. Each Supermarine Acquisition Term Loan
      shall be made as part of a Borrowing consisting of Supermarine Acquisition
      Term
      Loans made by the Supermarine Acquisition Term Loan Lenders ratably in
      accordance with their respective Pro Rata Shares of the aggregate Supermarine
      Acquisition Term Loan Commitments of all Supermarine Acquisition Term Loan
      Lenders. The Refinancing Term Loans was available in one Borrowing in an amount
      not exceeding $300,000,000 for the purposes specified in Section 2.6(a) .
      The
      Trajen Acquisition Term Loans was available in one Borrowing in an amount not
      exceeding $180,000,000 for the purposes specified in Section
      2.6(b) .
      The
      Supermarine Acquisition Term Loans will be available in one Borrowing in an
      amount not exceeding $32,500,000 for the purposes specified in Section
      2.6(c) .”




2.2  Section
      2.4 (Interest Periods) .
      Clause
      (b) of Section 2.4 of the Loan Agreement is hereby deleted in its entirety
      and
      replaced with the following:




“(b)  The
      Term
      Loans shall at any given time be subject to a single Interest Period; provided that the
      initial Interest Period with respect to the Borrowing of Trajen Acquisition
      Term
      Loans will commence on the date of such Borrowing and end on the same day as
      the
      current Interest Period for the Refinancing Term Loans previously advanced
      and,
      on the last day of such Interest Period, such Trajen Acquisition Term Loans
      shall be consolidated with the Refinancing Term Loans, and the Trajen
      Acquisition Term Loans and Refinancing Term Loans will thereafter have the
      same
      Interest Period; and provided , further ,
      that
      the initial Interest Period with respect to the Borrowing of Supermarine
      Acquisition Term Loans will commence on the date of such Borrowing and end
      on
      the same day as the current Interest Period for the Term Loans previously
      advanced and, on the last day of such Interest Period, such Supermarine
      Acquisition Term Loans shall be consolidated with the such other Term Loans,
      and
      the Supermarine Acquisition Term Loans and such other Term Loans will thereafter
      have the same Interest Period.”




3


2.3  Section
      2.6 (Use of Proceeds of Loans) .
      The
      currently existing clauses (c) and (d) of Section 2.6 of the Loan Agreement
      shall be renumbered as clauses (d) and (e), respectively, and the following
      new
      clause (c) shall be added:




“(c)  Borrowing
      of Supermarine Acquisition Term Loans .
      The
      proceeds of the Borrowing of Supermarine Acquisition Term Loans shall be used
      solely (i) to finance a portion of the acquisition costs incurred by the
      Investor in connection with the Supermarine Acquisition; (ii) to pay fees
      payable on the Supermarine Acquisition Term Loan Disbursement Date to the Lead
      Arrangers, the Administrative Agent and the Collateral Agent; (iii) to make
      payment into the Debt Service Reserve Account in an amount which results in
      such
      account being funded with the Debt Service Reserve Required Balance as required
      hereunder; and (iv) to pay or reimburse the Borrower for costs and expenses
      payable by the Borrower pursuant hereto in connection with the closing of the
      Supermarine Acquisition Term Loans and this Agreement.”




2.4  Section
      2.7 (Termination or Reduction of Commitments) .
      The
      currently existing clause (d) of Section 2.7 of the Loan Agreement shall be
      renumbered as clause (e), and the following new clause (d) is hereby
      added:




“(d)  If
      the
      Borrowing of Supermarine Acquisition Term Loans has not been made on or before
      June 20, 2007, the Administrative Agent (acting at the direction of the Required
      Lenders) shall, by written notice to the Borrower, terminate the relevant
      Commitments of the Lenders with respect to each of the Supermarine Acquisition
      Term Loans, which termination shall become effective immediately; provided that if
      the Borrowing of Supermarine Acquisition Term Loans in a principal amount of
      less than $32,500,000 is made on or prior to such date, then any undrawn
      Supermarine Acquisition Term Loan Commitments as of such date shall be
      terminated.”




2.5  Section
      2.8 (Prepayments) .




(a)  Section
      2.8(c) of the Loan Agreement is hereby amended by adding the following new
      clause (viii):




“(viii)  If,
      at
      any time after the Amendment Closing Date, the Borrower or any of its
      Subsidiaries consummates a sale of the Management Contract Business in
      accordance with Section
      6.2(c)(vii) ,
      and the
      net proceeds from such sale exceed $9,300,000, the Borrower shall, or shall
      cause such Subsidiary to, immediately after the completion of each sale or
      series of related sales or other disposition which results in such an excess
      or
      an increase in such an excess, (A) prepay the outstanding Term Loans and,
      if the Term Loans shall have been paid in full, (B) to the extent Revolving
      Loans are then outstanding, prepay such Revolving Loans (and, to the extent
      of
      any such prepayment, reduce the Revolving Loan Commitment), and (C) otherwise,
      Cash Collateralize the outstanding Letter of Credit Obligations, in an aggregate
      principal amount equal to one hundred percent (100%) of such excess or such
      increase in such excess. Notwithstanding the foregoing, if the sale of the
      Management Contract Business is consummated prior to the end of the Supermarine
      Acquisition Term Loan Commitment Period, 100% of the net proceeds from such
      sale
      shall be withheld from Distribution and retained by the Borrower until the
      date
      of Borrowing of the Supermarine Acquisition Term Loans, at which time such
      amounts shall be applied pursuant to the preceding sentence. If the Supermarine
      Acquisition Term Loan Commitment is terminated without a Borrowing thereof,
      and
      the sale of the Management Contract Business has previously occurred, the
      Borrower shall remit 100% of the net proceeds to be applied against the
      prepayment of the Loans, unless a Distribution of such proceeds is otherwise
      approved by the Required Lenders.”




4


2.6  Section
      2.9 (Fees) .




(a)  Amendment
      to Clause (a)(iii) .
      Clause
      (a)(iii) of Section 2.9 of the Loan Agreement shall be renumbered clause (a)(iv)
      and a new clause (a)(iii) is hereby added:




“,
      (iii)
      to the Administrative Agent for the account of each applicable Term Loan Lender
      a commitment fee equal to 0.50% per annum on the daily amount of the Available
      Supermarine Acquisition Term Loan Commitment of such Term Loan Lender during
      the
      period from and including the Amendment Closing Date to but excluding the last
      day of the Supermarine Acquisition Term Loan Commitment Period,
      and”




(b)  Amendment
      to Penultimate Sentence of Clause (a) .
      The
      penultimate sentence of clause (a) of Section 2.9 of the Loan Agreement shall
      be
      deleted and replaced in its entirety with the following:




“Accrued
      commitment fees shall be payable in arrears on the last Business Day of March,
      June, September and December of each year, commencing on the first of such
      dates
      to occur after the Closing Date (as defined in the Original Loan Agreement
      and
      this Agreement, as applicable) or the Amendment Closing Date, as applicable,
      and
      on the last day of the applicable Commitment Period.”




2.7  Amendments
      to Article IV (Conditions Precedent) .




(a)  Section
      4.4 of the Loan Agreement shall be renumbered Section 4.6.




(b)  A
      new
      Section 4.4 entitled “Conditions Precedent to Amendment Closing Date” shall be
      added as set forth in Attachment
      I hereto.




5


(c)  A
      new
      Section 4.5 entitled “Conditions Precedent to Borrowing of Supermarine
      Acquisition Term Loans” shall be added as set forth in Attachment
      II hereto.




2.8  Section
      5.27 (Agreements with Affiliates and Other Agreements) .
      The
      first sentence of Section 5.27 of the Loan Agreement is hereby deleted in its
      entirety and replaced with the following.




“Except
      as disclosed on Schedule
      5.27 ,
      none of
      the Borrower and its Subsidiaries has entered into and, as of the Refinancing
      Term Loan Disbursement Date, the Trajen Acquisition Term Loan Disbursement
      Date
      and the Supermarine Acquisition Term Loan Disbursement Date, does not
      contemplate entering into, any material agreement or contract with any Affiliate
      of such Person except upon terms at least as favorable to such Loan Party as
      an
      arms-length transaction with unaffiliated Persons, based on the totality of
      the
      circumstances.”




2.9  Section
      6.1 (Affirmative Covenants) .




(a)  Amendments
      to Clauses (a)(i)(A) and (a)(ii) .
      The
      first parenthetical in each of clauses (a)(i)(A) and (a)(ii) of Section 6.1
      of
      the Loan Agreement is amended by replacing the parenthetical in its entirety
      with the following new parenthetical:




“(which
      shall be prepared on a consolidated basis except in respect of the Financial
      Statements for the 2006 fiscal year, for which separate Financial Statements
      for
      Trajen and its Subsidiaries may be provided, and in respect of the Financial
      Statements for the 2007 fiscal year, for which separate Financial Statements
      for
      the Supermarine Companies may be provided)”




(b)  Amendment
      to Clause (e)(ii) .
      Clause
      (e)(ii) of Section 6.1 of the Loan Agreement is amended by inserting the words
      “and the Supermarine Companies” following the words “Trajen and its
      Subsidiaries”.




(c)  Amendment
      to Clause (l)(i) .
      Clause
      (l)(i) of Section 6.1 of the Loan Agreement is amended by deleting the words
      “ Sections
      4.1(e) and 4.3(g) ”
and
      substituting “ Sections
      4.1(e) , 4.3(g) and 4.5(g) ”
in
      lieu
      thereof.




(d)  New
      Clause (t)(iv) .
      A new
      clause (t)(iv) to Section 6.1 shall be added as follows, and the current clause
      (t)(iv) shall be renumbered as clause (t)(v):




“(iv)  Subject
      to the following sentence, the Borrower shall at all times, at its sole cost
      and
      expense, cause each of the Supermarine Companies holding the bank accounts
      at
      Bank of America and City National Bank, specified on Schedule
      5.26 ,
      to
      cause all cash in each such account (except, with respect to any such account,
      for an amount to be agreed upon with the Administrative Agent to be reserved
      for
      working capital purposes, if necessary) to be transferred into the Concentration
      Account no less frequently than on a daily basis. The Borrower, at its sole
      cost
      and expense, shall cause each Supermarine Company to close each such account
      and
      transfer the full balance in such account to the Concentration Account or to
      an
      existing Operating Account that is subject to a Control Agreement or to a new
      Operating Account established and maintained in accordance with Section
      6.1(q)(ii) by no
      later than 180 days following the Supermarine Term Loan Acquisition Disbursement
      Date. The Borrower shall have delivered to the Administrative Agent such
      documentation in form and substance reasonably satisfactory to the
      Administrative Agent evidencing the completion of the actions required pursuant
      to this clause (iv).”




6


(e)  Amendment
      to Clause (v) .
      Clause
      (v) of Section 6.1 of the Loan Agreement is hereby deleted in its entirety
      and
      replaced with the following:




“(v)  Pledge
      of Equity Interests in Subsidiaries .
      The
      Borrower shall use all commercially reasonable efforts to obtain the consent
      of
      an Airport Authority for the pledge of the Equity Securities of any of Trajen's
      Subsidiaries or any Supermarine Company, as the case may be, that is a party
      to
      a Trajen FBO Lease or a Supermarine FBO Lease to the extent such consent is
      required thereunder. If the Borrower is unable to obtain such consent within
      30
      days after the Trajen Acquisition Term Loan Disbursement Date or the Supermarine
      Acquisition Term Loan Disbursement Date, as the case may be, the Borrower shall,
      at its sole cost, promptly cause such Trajen Subsidiary or Supermarine Company
      to be directly and wholly-owned by a single-purpose entity owning only the
      stock
      of such Trajen Subsidiary or Supermarine Company (which entity shall also be
      a
      Subsidiary of the Borrower). The Equity Securities of each such immediate parent
      entity shall be pledged in favor of the Collateral Agent to secure the
      Obligations.”




2.10  Section
      6.2 (Negative Covenants) .




(a)  Amendment
      to Clause (c)(vi) .
      Clause
      (c)(vi) of Section 6.2 of the Loan Agreement is hereby deleted in its entirety
      and replaced with the following:




“(vi)  sales
      of
      the business and assets relating to the aviation maintenance services currently
      provided at the FBO facilities operated by certain of Trajen's Subsidiaries
      or
      any Supermarine Company, to the extent permitted by the terms of the relevant
      Trajen FBO Lease or Supermarine FBO Lease and in accordance with all applicable
      law and Governmental Authorizations, in favor of a reputable entity or entities
      possessing reasonably sufficient experience in operating similar services in
      accordance with prudent industry standards for work of similar scope and scale,
      and under arrangements whereby the Borrower and its Subsidiaries are not
      responsible or liable for such services following such sale."




(b)  New
      Clause (c)(vii) .
      Section
      6.2(c) of the Loan Agreement is hereby amended by inserting a new clause
      (vii):




7


“(vii)  subject
      to Section
      2.8(c)(viii) ,
      sales
      of the Management Contracts Business, to the extent permitted by the terms
      of
      the relevant Management Contracts and in accordance with all applicable law
      and
      Government Authorizations, in favor of a reputable entity or entities possessing
      reasonably sufficient experience operating similar services in accordance with
      prudent industry standards for work of similar scope and scale, and under
      arrangements whereby the Borrower or the relevant Subsidiaries of the Borrower
      owning such business are not responsible for providing such services or any
      liabilities arising therefrom following such sale, except with respect to
      customary representations and warranties given by the Borrower or any of its
      Subsidiaries in the applicable purchase and sale agreement.”




(c)  Amendment
      to Clause (f)(i)(C) .
      Section
      6.2(f)(i)(C) of the Loan Agreement is hereby amended by deleting the period
      at
      the end of the sentence and substituting a comma in lieu thereof.




(d)  New
      Clause (f)(i)(D) .
      Section
      6.2(f)(i) of the Loan Agreement is hereby amended by inserting the following
      new
      clause (D):




“(D)  Subject
      to Section
      2.8(c)(viii) ,
      and so
      long as no Event of Default has occurred and is continuing, the Borrower may
      make a Distribution to the Investor with the proceeds from the sale of any
      Management Contracts Business pursuant to Section
      6.2(c)(vii) .”




2.11  Section
      10.1 (Amendments; Waivers ).
      Clause(a) of Section 10.1 of the Loan Agreement is amended by deleting the
      words
“or Section
      4.3(k) ”
and
      substituting “, Section
      4.3(l) or Section
      4.5(l) ”
in
      lieu
      thereof.




2.12  Section
      10.4 (Successors and Assigns) .
      Clause
      (b)(i)(A) of Section 10.4 of the Loan Agreement is amended by deleting such
      clause in its entirety and replacing it with the following:




“(A) no
      approval of the Administrative Agent or the Borrower shall be required for
      any
      assignment to an Affiliate of such Lender (except if the Affiliate is the
      Borrower or any of the Borrower's Affiliates or Subsidiaries) or an assignee
      that is a Lender immediately prior to giving effect to such
      assignment,”




3.  Waiver
      Relating to MBL Assignment .
      The
      Lender Parties signatory to this Waiver and Amendment hereby (a) consent
      to the MBL Assignment, and (b) waive any non-compliance by Macquarie Bank
      Limited, the Borrower or any other party of the terms and provisions of the
      Loan
      Agreement resulting from the MBL Assignment.




4.  Representations
      and Warranties .
      The
      Borrower hereby represents and warrants that, as of the date of execution and
      delivery of this Waiver and Amendment:




4.1  The
      Borrower has full power and authority to enter into this Waiver and Amendment,
      and to perform its obligations under the Loan Agreement (as amended hereby),
      and
      has taken all necessary action to authorize its execution and delivery of this
      Waiver and Amendment and the performance of its obligations under the Loan
      Agreement (as amended hereby).




8


4.2  This
      Waiver and Amendment has been duly executed and delivered by the Borrower and
      constitutes the legal, valid and binding obligation of the Borrower, enforceable
      against it in accordance with the terms hereof and thereof, subject to
      applicable bankruptcy, insolvency and other similar laws affecting creditors’
rights generally and subject to general equitable principles.




4.3  All
      governmental authorizations and actions necessary in connection with the
      execution and delivery by it of this Waiver and Amendment and the performance
      of
      its obligations under the Loan Agreement (as amended hereby) have been obtained
      or performed and remain valid and in full force and effect.




4.4  The
      execution and delivery of this Waiver and Amendment and performance of its
      obligations under the Loan Agreement (as amended hereby) by the Borrower
      (i) do not and will not contravene any provisions of the Borrower’s
      organizational documents, or any law, rule, regulation, order, judgment or
      decree applicable to or binding on the Borrower or any of its properties,
      (ii) do not and will not contravene, or result in any breach of or
      constitute any default under, any agreement or instrument to which the Borrower
      is a party or by which the Borrower or any of its properties may be bound or
      affected, and (iii) do not and will not require the consent of any Person
      under any existing law or agreement which has not already been
      obtained.




5.  Effectiveness .
      This
      Waiver and Amendment shall become effective upon the execution and delivery
      thereof by the Borrower, the Administrative Agent and the Lenders signatory
      hereto constituting the Required Lenders and the satisfaction of the conditions
      precedent set forth in Attachment
      I (such
      effective date, the “ **Amendment
      Closing Date** ”); provided that
      notwithstanding the foregoing, (i) the waiver in Section
      3 hereof,
      (ii) the amendments to Section 10.4 of the Loan Agreement as set forth in Section
      2.12 hereof
      and (iii) the amendments to the definitions of “Affiliate” and “Change of
      Control” as set forth in Attachment
      III shall be
      effective upon the execution of this Waiver and Amendment by the Borrower,
      the
      Administrative Agent and Lenders constituting the Required Lenders.




6.  Amendments
      to Appendix A to Loan Agreement .
      Appendix A, Definitions and Rules of Interpretation, to the Loan Agreement
      is
      hereby deleted in its entirety and replaced with Attachment
      III ,
      entitled “Appendix A, Definitions and Rules of Interpretation”.




7.  Amendment
      to Schedule 2.1 to Loan Agreement .
      Schedule 2.1 to the Loan Agreement is hereby deleted in its entirety and
      replaced with Attachment
      IV ,
      entitled “Commitments and Pro Rata Shares.”




8.  Reference
      to Borrower in the Loan Agreement .
      On and
      after the Amendment Closing Date, each reference in the Loan Agreement to “North
      America Capital Holding Company,” “NACH,” or “Borrower” shall mean and be a
      reference to “Atlantic Aviation FBO Inc.”




9.  Full
      Force and Effect .
      Except
      as specifically amended hereby, all of the terms and conditions of the Loan
      Agreement and the other Loan Documents are unaffected and shall continue to
      be
      in full force and effect and shall be binding upon the parties hereto in
      accordance with their respective terms.




9


10.  Successors
      and Assigns .
      This
      Waiver and Amendment shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors and assigns.




11.  Governing
      Law .
      This
      Waiver and Amendment shall be governed by and construed in accordance with
      the
      laws of the State of New York.




12.  Counterparts .
      This
      Waiver and Amendment may be executed by one or more of the parties to this
      Waiver and Amendment on any number of separate counterparts, and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument.




[ *Signature
      pages to follow.* ]





10





**IN
      WITNESS WHEREOF** ,
      the
      parties have caused their duly authorized representatives to execute and deliver
      this Waiver and Amendment as of the date first above written.







ATLANTIC
                AVIATION FBO INC., as BorrowerBy:
            /s/
              Peter StokesName:
              Peter StokesTitle:
                President







11




MIZUHO
                  CORPORATE BANK, LTD.,as
                  Administrative AgentBy:
              /s/ Takeo KadaName:
                Takeo KadaTitle:
                  Deputy General Manager





12




THE
                    GOVERNOR AND COMPANY OF THE BANK OF IRELAND,
                  as
                    Term Loan LenderBy:
                /s/ Conor BarrettName:
                  Conor BarrettTitle:
                    Senior Manager
 By:
                    /s/ Donal MurphyName:
                      Donal MurphyTitle:
                        Associate Director




13




BAYERISCHE
                        LANDESBANK, NEW YORK BRANCH, as Term Loan LenderBy:
                  /s/ Thomas AugustinName:
                      Thomas AugustinTitle:
                      Vice President
 By:
                      /s/ George SchnepfName: George SchnepfTitle:
                          Vice President




14
 
  MIZUHO
                      CORPORATE BANK, LTD.,
                    as
                      Term Loan LenderBy:
                  /s/ Takeo KadaName:
                    Takeo KadaTitle:
                      Deputy General Manager
   15


MACQUARIE
                            BANK LIMITED,
                          as
                            Term Loan LenderBy:
                    /s/ Helen WinterbothamName: Helen WinterbothamTitle:
                        Division Director, Investment Banking
                        Group
 By:
                        /s/ Peter FarthingName:
                          Peter FarthingTitle:
                            Legal Counsel, Investment Banking
                            Group





16





BANCO
                        SANTANDER CENTRAL HISPANO, S.A., as Term Loan
                        LenderBy:
              /s/ Jesus LopezName:
                  Jesus LopezTitle:
                    Vice President
 By:
                  /s/ Carlos F. de PaulaName:
                      Carlos F. de PaulaTitle:
                        Executive Director, Grupo
                        Santander
    17




DEKABANK
                            DEUTSCHE GIROZENTRALE, as Term Loan
                            LenderBy:
                /s/ Peter BahnName:
                      Peter BahnTitle:
 By:
                    /s/
                      Ingo LutzeName:
                          Ingo LutzeTitle:
  18
  
 HYPO
                                  PUBLIC FINANCE USA, INC., as Term Loan
                                  LenderBy:
                    /s/ Jack CampbellName:
                            Jack CampbellTitle:
                            Managing Director
 By:
                        /s/
                          Andrew GolebName:
                                Andrew GolebTitle:
                                Director




19




LANDESBANK
                                HESSEN-THÜRINGEN GIROZENTRALE, as Term Loan
                                LenderBy:
                /s/ David A. LeechName:
                        David A. LeechTitle:
                          Senior Vice President, Manager, Corporate Finance, Corporate
                          Finance
                          Division
 By:
                    /s/ Kari StrombomName:
                              Kari StrombomTitle:
                              Assistant Vice President, Corporate Finance Division,
                              Structured Finance
                              Dept.





20




LLOYDS
                                    TSB BANK plc, as Term Loan
                                    LenderBy:
                  /s/ Paul D. BriamonteName:
                          Paul D. BriamonteTitle:
                              Director - Project Finance (USA),
                              B364
 By:
                      /s/ Candi ObrentzName:
                                Candi ObrentzTitle:
                                  Assistant Vice President, Financial Institutions
                                  USA,
                                  0-013
 
 21




NORDDEUTSCHE
                                      LANDESBANK GIROZENTRALE, as Term Loan
                                      LenderBy:
                  /s/ Anthony J. PorterName:
                          Anthony J. PorterTitle:
                                Vice
                                President
 By:
                      /s/ Stephanie HovermannName:
                                Stephanie HovermannTitle:
                                    Vice
                                    President
   22




UNITED
                                        OVERSEAS BANK LIMITED, as Term Loan
                                        LenderBy:
                  /s/ George LimName:
                          George LimTitle:
                                  FVP & General
                                  Manager
 By:
                      /s/ Mario ShengName:
                                Mario ShengTitle:
                                      AVP







23


MIZUHO
                    CORPORATE BANK, LTD.,
                  as
                    Revolving Loan Lender and Issuing BankBy:
                /s/ Takeo KadaName:
                  Takeo KadaTitle:
                    Deputy General Manager
   24


ATTACHMENT
      I




Section
      4.4  Conditions
      Precedent to the Amendment Closing Date




(a)   Loan
      Documents to be Delivered .




(i)  The
      following documents shall have been duly authorized, executed and delivered
      by
      the parties thereto, are in full force and effect and originals thereof shall
      have been delivered to the Administrative Agent and the Borrower:




(A)  the
      Waiver and Amendment; and




(B)  a
      Note in
      favor of each Lender providing Supermarine Acquisition Term Loans and requesting
      a Note, each in a principal amount equal to such Lender's Supermarine
      Acquisition Term Loan Commitment.




(ii)  A
      copy of
      each Supermarine FBO Lease and any other FBO Lease in existence and not
      otherwise delivered to the Administrative Agent as of the Trajen Term Loan
      Disbursement Date, shall have been delivered to the Administrative Agent,
      together with a certificate of a Responsible Officer of the Borrower certifying
      as of the Supermarine Acquisition Term Loan Disbursement Date that each such
      FBO
      Lease delivered (A) is a true, correct and complete copy of such document
      and (B) is in full force and effect.




(b)  Supermarine
      Purchase Agreements .
      The
      Administrative Agent shall have received a true, complete and correct copy
      of
      each Supermarine Purchase Agreement, together with all schedules and
      attachments, duly executed and delivered by the parties thereto, in form and
      substance reasonably satisfactory to the Lead Arrangers.




(c)  Organizational
      Documents of the Borrower .
      The
      Administrative Agent shall have received from or on behalf of the Borrower
      (i) the certificate of incorporation of the Borrower, certified as of a
      recent date prior to the Amendment Closing Date by the Secretary of State (or
      comparable public official) of its state of incorporation, (ii) a
      certificate of good standing (or comparable certificate), certified as of a
      recent date prior to the Amendment Closing Date by the Secretary of State (or
      comparable public official) of its state of incorporation stating that the
      Borrower is in good corporate and tax standing under the laws of such state,
      (iii) a certificate of the Secretary or an Assistant Secretary (or
      comparable officer) of the Borrower, dated the Amendment Closing Date,
      certifying that (A) since June 28, 2006, there have been no changes to the
      bylaws of the Borrower; (B) attached thereto are true and correct copies of
      resolutions duly adopted by the board of directors of the Borrower (or other
      comparable enabling action) and continuing in effect, which authorize the
      execution, delivery and performance by the Borrower of the Waiver and Amendment
      and the other Loan Documents to be executed by the Borrower and the consummation
      of the transactions contemplated thereby; and (C) there are no proceedings
      for the dissolution or liquidation of the Borrower, and (iv) a certificate
      of the Secretary or an Assistant Secretary (or comparable officer) of the
      Borrower, dated the Amendment Closing Date, certifying the incumbency,
      signatures and authority of the officers of the Borrower authorized to execute,
      deliver and perform the Waiver and Amendment and the other Loan Documents to
      be
      executed by the Borrower.




25


(d)  Opinions
      of Counsel .
      The
      Administrative Agent shall have received a favorable written opinion, addressed
      to the Administrative Agent, the Collateral Agent, the Issuing Bank and each
      Lender, dated the as of the Amendment Closing Date and in form and substance
      satisfactory to the Administrative Agent with respect to the Borrower and such
      matters as the Administrative Agent may reasonably request.




(e)  Financial
      Statements .
      The
      Borrower shall have delivered to the Administrative Agent (i) unaudited
      Financial Statements of each of the Supermarine Companies (other than
      Supermarine Investors) as of and for the year most recently ended more than
      90
      days prior to the Amendment Closing Date, and its Financial Statements as of
      and
      for the fiscal quarter most recently ended more than 45 days prior to the
      Amendment Closing Date, each of which shall be certified by a Responsible
      Officer of the Borrower as being to his Actual Knowledge, after due inquiry,
      complete and correct in all material respects and fairly presenting the
      financial condition, results of operations and changes in cash flows of such
      Supermarine Companies on such dates and for any interim periods then ended,
      applied on a consistent basis, and (ii) a certificate by the chief
      financial officer of the Borrower stating that to his Actual Knowledge, after
      due inquiry, since the date of such Financial Statements and the date of the
      Financial Statements previously delivered to the Lead Arrangers as of November
      30, 2006, no event has occurred, and no condition exists, that has had, or
      could
      reasonably be expected to have, a Material Adverse Effect.




(f)  Disclosure
      Schedules .
      The
      Borrower shall have delivered to the Administrative Agent draft disclosure
      schedules (the “ **Supermarine
      Pro Forma Schedules** ”)
      which
      shall be prepared on a pro forma, "as of the Supermarine Acquisition Term Loan
      Disbursement Date" basis reflecting information relating to the Supermarine
      Companies after giving effect to the Supermarine Acquisition, or other
      disclosure (on such pro forma basis) of exceptions to the representations and
      warranties and covenants set forth in the Loan Documents relating to the
      Supermarine Companies and their businesses, all of which shall have been
      approved by the Administrative Agent. To the extent that the information in
      any
      such disclosure is deemed by the Administrative Agent in its reasonable judgment
      to be material, such information must be approved by the Lead Arrangers prior
      to
      the Amendment Closing Date. The Borrower shall provide revised and consolidated
      disclosures and exceptions as of the Supermarine Acquisition Term Loan
      Disbursement Date to the extent and on the terms set forth in Section
      4.5(t) .




(g)  No
      Default Or Event of Default .
      No
      Default or Event of Default shall have occurred and be continuing and, with
      respect to any advance of Revolving Loans, no Revolver Default or Revolver
      Event
      of Default, shall have occurred.




(h)  Independent
      Consultants' Reports .
      To the
      extent not delivered prior to the Amendment Closing Date, the Administrative
      Agent shall have received copies of final reports prepared by the Technical
      Advisor, the Environmental Consultant, the Model Auditor and the Insurance
      Consultant, which reports shall be addressed to the Lenders (or for which
      reliance letters in favor of the Lenders have been issued by the appropriate
      advisor or consultant) and shall be satisfactory in form and substance to the
      Administrative Agent.




26


ATTACHMENT
      II




Section
      4.5. Conditions
      Precedent to Borrowing of Supermarine Acquisition Term Loans




The
      obligation of each Supermarine Acquisition Term Loan Lender to advance
      Supermarine Acquisition Term Loans to fund the financing of a portion of the
      acquisition and associated costs relating to the Supermarine Acquisition on
      the
      Supermarine Acquisition Term Loan Disbursement Date is subject to the
      satisfaction of the following conditions precedent:




(a)  Loan
      Documents to be Delivered .




(i)  The
      following documents shall have been duly authorized, executed and delivered
      by
      the parties thereto (such parties shall include, but not be limited to, the
      Loan
      Parties, the Administrative Agent and the Collateral Agent) are in full force
      and effect and originals thereof shall have been delivered to the Administrative
      Agent and the Borrower:




(A)  the
      Hedging Agreements described in Section
      4.5(g) below.




(B)  a
      Pledge
      Agreement with respect to 100% of the Equity Securities of each Supermarine
      Company (other than any such Supermarine Company whose Equity Securities are
      not
      permitted to be pledged pursuant to the Supermarine FBO Lease to which it is
      a
      party) and any other Person who has become a Loan Party subsequent to the
      Refinancing Term Loan Disbursement Date; and




(C)  appropriate
      amendments to the Subsidiary Security Agreement, the Subsidiary Guaranty, the
      Contribution Agreement and any other Security Document necessary to reflect
      the
      Supermarine Companies and any other Person who has become a Loan Party
      subsequent to the Refinancing Term Loan Disbursement Date, as an additional
      Loan
      Party, each in form and substance satisfactory to the Administrative
      Agent.




(ii)  A
      certificate of a Responsible Officer of the Borrower shall have been delivered
      to the Administrative Agent certifying as of the Supermarine Acquisition Term
      Loan Disbursement Date that (A) the copy of each Supermarine FBO Lease
      delivered on the Amendment Closing Date is a true, correct and complete copy
      of
      such document, (B) such Supermarine FBO Lease has not been amended,
      supplemented or otherwise modified since the Amendment Closing Date, and
      (C) such Supermarine FBO Lease remains in full force and
      effect.




(b)  Revised
      Base Case Projections .
      To the
      extent not delivered prior to the Supermarine Acquisition Term Loan Disbursement
      Date, the Administrative Agent shall have received Base Case Projections of
      the
      Borrower, substantially similar in form and substance to the September 22,
      2006
      draft of the Base Case Projections provided to the Administrative Agent, which
      Base Case Projections shall have been revised so as to give effect to the
      Supermarine Acquisition and approved in a certification by the Model Auditor.
      The revised Base Case Projections shall include therein projections of revenues,
      operating expenses, cash flow, debt service, capital expenditures (which items
      shall be categorized to show discretionary capital expenditures to be undertaken
      in the ordinary course of business and Expansion Capital Expenditures) and
      other
      related items, which projections in each case shall not be materially different
      in the reasonable determination of the Administrative Agent from the
      corresponding projections reflected in a financial model dated September 22,
      2006 previously delivered to the Initial Lenders, and shall be accompanied
      by a
      certification as of the Supermarine Acquisition Term Loan Disbursement Date
      by a
      Responsible Officer of the Borrower that the Revised Base Case Projections
      are
      based on reasonable assumptions and prepared in good faith taking into account
      all information known to such officer, after due inquiry. The Administrative
      Agent shall have received a report of the Model Auditor satisfactory to the
      Administrative Agent regarding the Model Auditor’s audit of the Base Case
      Projections.




27


(c)  Revised
      Operating Budget .
      The
      Administrative Agent shall have received an updated business plan and operating
      budget for the calendar year 2007 in form and substance consistent with the
      business plan and operating budget previously provided to the Initial Lenders,
      showing in reasonable detail all projected revenues and operating expenses
      (identifying separately capital expenditures), debt service and other related
      items with respect to the Borrower and its Subsidiaries (in each case, after
      giving effect to the Supermarine Acquisition) for such period on a monthly
      basis.




(d)  Revised
      Pro Forma Balance Sheet .
      The
      Administrative Agent shall have received a certified copy of a revised pro
      forma
      balance sheet setting forth the assets and liabilities of the Borrower and
      its
      Subsidiaries on a consolidated basis (after giving effect to the Supermarine
      Acquisition), in form and substance consistent with the pro forma balance sheet
      previously provided to the Initial Lenders.




(e)  Financial
      Statements, Financial Condition, etc. The
      Borrower shall have delivered to the Administrative Agent:




(i)  unaudited
      Financial Statements of each Supermarine Company (other than Supermarine
      Investors) as of and for the fiscal quarter most recently ended more than 45
      days prior to the Supermarine Acquisition Term Loan Disbursement Date, which
      shall be certified by a Responsible Officer of the Borrower as being to his
      Actual Knowledge, after due inquiry, complete and correct in all material
      respects and fairly presenting the financial condition, results of operations
      and changes in cash flows of each Supermarine Company on such dates and for
      any
      interim periods then ended, applied on a consistent basis;




(ii)  a
      certificate by the chief financial officer of the Borrower stating that to
      his
      Actual Knowledge, after due inquiry, since the date of such Financial
      Statements, no event has occurred, and no condition exists, that has had, or
      could reasonably be expected to have, a Material Adverse Effect;




(iii)  a
      certificate by the chief financial officer of the Investor as to the financial
      condition and solvency of the Investor and the Borrower and its Subsidiaries
      (after giving effect to the Supermarine Acquisition and the incurrence of
      Indebtedness relating thereto);




28


(iv)  Combined
      audited Financial Statements of the Supermarine Companies for the year ended
      2005 as audited by Lesley, Thomas, Schwarz & Postma, Inc., which Financial
      Statements shall not be materially different in the reasonable determination
      of
      the Administrative Agent from the unaudited Financial Statements of each
      Supermarine Company for the year ended 2005 previously delivered to the
      Administrative Agent on or prior to the Amendment Closing Date; and




(v)  such
      other financial, business and other information regarding the Investor, the
      Borrower or any of their Subsidiaries as the Administrative Agent, the Issuing
      Bank or any Lender may reasonably request, including information as to possible
      contingent liabilities, tax matters, environmental matters and obligations
      for
      employee benefits and compensation.




(f)  Additional
      Capital Contributions .
      The
      Administrative Agent shall have received evidence that the Borrower shall have
      received the cash proceeds of equity contributions to the Borrower from the
      Investor in an amount not less than $52,500,000 (exclusive of similar
      contributions made prior to the Borrowing of Refinancing Term Loans), less
      an
      amount equal to the net proceeds previously received by the Borrower or any
      of
      its Subsidiaries from the sale of the Management Contract Business to the extent
      such proceeds were not applied to prepay Loans pursuant to Section
      2.8(c)(viii) .
      The
      equity contributions from the Investor shall be increased dollar for dollar
      for
      any increase in the Purchase Price (as defined in the Supermarine Purchase
      Agreements).




(g)  Hedging
      Agreements .
      The
      Borrower shall have entered into Hedging Agreements satisfactory to the
      Administrative Agent, and novation arrangements on terms acceptable to the
      participating Hedging Banks, which agreements and arrangements shall provide
      coverage in a notional amount equal to at least 100% of the aggregate Term
      Loans
      advanced on the Refinancing Term Loan Disbursement Date, the Trajen Acquisition
      Term Loan Disbursement Date and the Supermarine Acquisition Term Loan
      Disbursement Date for the remaining term of the Term Loans through the Maturity
      Date.




(h)  Transfer
      of Capital Stock of the Supermarine Companies .
      The
      Investor shall have sold, conveyed, assigned, transferred and delivered all
      of
      its right, title and interest in and to 100% of the issued and outstanding
      capital stock or other equity interests of each Supermarine Company to the
      Borrower, free and clear of all Liens, and the Administrative Agent shall have
      received satisfactory evidence thereof.




(i)  Conditions
      Precedent Under the Supermarine Purchase Agreements .
      All
      conditions precedent to each Closing (as such term is defined in each
      Supermarine Purchase Agreement) set forth in Article 6 of each Supermarine
      Purchase Agreement shall have been satisfied or otherwise waived and the
      Administrative Agent shall have received from the Borrower a certificate dated
      the Supermarine Acquisition Term Loan Disbursement Date by a Responsible Officer
      of the Borrower certifying as such; provided that any
      waiver of any condition precedent in any Supermarine Purchase Agreement granted
      by the Investor in its capacity as purchaser under the applicable Supermarine
      Purchase Agreement shall have been approved by the Administrative Agent acting
      at the direction of the Lead Arrangers (such approval not to be unreasonably
      withheld, delayed or conditioned).




29


(j)  Payment
      of Purchase Price, Fees; Repayment of Indebtedness .
      The
      Administrative Agent shall have received evidence satisfactory to it that
      (i) the Purchase Price (as such term is defined in each Supermarine
      Purchase Agreement) has been paid in full, other than any adjustment thereto
      in
      accordance with the applicable Supermarine Purchase Agreement that is not yet
      due and payable; (ii) all existing Indebtedness of the Borrower and its
      Subsidiaries (including the Supermarine Companies after giving effect to the
      Supermarine Acquisition and any other Person who has become a Loan party
      subsequent to the Refinancing Term Loan Disbursement Date) has been or
      concurrently with the Supermarine Acquisition Term Loan Disbursement Date is
      being repaid in full (other than Permitted Indebtedness), and all liens and
      security interests in and to the Collateral which had been granted to secure
      the
      obligations of any of such Subsidiaries of the Borrower in respect of any such
      Indebtedness have been terminated and released; and (iii) the Borrower
      shall have paid (or shall simultaneously pay with proceeds of the Borrowing
      of
      Supermarine Acquisition Term Loans) all fees, costs and other expenses and
      all
      other amounts then due and payable pursuant to this Agreement. The Closing
      (as
      such term is defined in each Supermarine Purchase Agreement) shall occur
      concurrently with the disbursement of the Borrowing of Supermarine Acquisition
      Term Loans.




(k)  Organizational
      Documents .
      The
      Administrative Agent shall have received from or on behalf of the Borrower,
      the
      Supermarine Companies and any other Person who has become a Loan Party
      subsequent to the Refinancing Term Loan Disbursement Date:




(i)  the
      certificate of incorporation, articles of incorporation, certificate of limited
      partnership, articles of organization or comparable document of such Loan Party,
      certified as of a recent date prior to the Supermarine Acquisition Term Loan
      Disbursement Date by the Secretary of State (or comparable public official)
      of
      its state of incorporation or formation;




(ii)  a
      certificate of good standing (or comparable certificate), certified as of a
      recent date prior to the Supermarine Acquisition Term Loan Disbursement Date
      by
      the Secretary of State (or comparable public official) of its state of
      incorporation or formation stating that such Loan Party is in good corporate
      and
      tax standing under the laws of such states;




(iii)  a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of such Loan Party, dated the Supermarine Acquisition Term Loan Disbursement
      Date, certifying that (A) attached thereto is a true and correct copy of
      the bylaws, partnership agreement, limited liability company agreement or
      comparable document of such Loan Party as in effect on the Supermarine
      Acquisition Term Loan Disbursement Date; (B) attached thereto are true and
      correct copies of resolutions duly adopted by the board of directors or other
      governing body of such Loan Party (or other comparable enabling action) and
      continuing in effect, which authorize the execution, delivery and performance
      by
      such Loan Party of the Loan Documents to be executed by such Loan Party and
      the
      consummation of the transactions contemplated thereby; and (C) there are no
      proceedings for the dissolution or liquidation of such Loan Party;
      and




30


(iv)  a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of such Loan Party, dated the Supermarine Acquisition Term Loan Disbursement
      Date, certifying the incumbency, signatures and authority of the officers of
      such Loan Party authorized to execute, deliver and perform the Loan Documents
      to
      be executed by such Loan Party.




(l)  Security
      Documents .
      All
      filings and recordings necessary, in the opinion of the Administrative Agent,
      to
      perfect the security interests contemplated to be granted to the Administrative
      Agent and the Collateral Agent under the Security Documents, including the
      mortgages and deeds of trust referred to in Section
      4.5(m) below,
      shall have been made, and the Administrative Agent shall have received evidence
      satisfactory to it that the Security Documents are in full force and effect
      and
      the Liens contemplated by the Security Documents are perfected and of first
      priority (except for any such prior Liens which are expressly permitted by
      this
      Agreement to be prior). The Administrative Agent shall have
      received:




(i)  Uniform
      Commercial Code search certificates from the jurisdictions in which Uniform
      Commercial Code financing statements are to be filed reflecting no other
      financing statements or filings which evidence Liens of other Persons in
      Collateral acquired subsequent to the Refinancing Term Loan Disbursement Date
      which are prior to the Liens granted to the Administrative Agent in this
      Agreement, the Security Documents and the other Loan Documents, except for
      any
      such prior Liens (A) which are expressly permitted by this Agreement to be
      prior or (B) for which the Administrative Agent has received a termination
      statement;




(ii)  such
      other documents, instruments and agreements as the Administrative Agent may
      reasonably request to create and perfect the Liens granted to the Administrative
      Agent or any Lender in this Agreement, the Security Documents and the other
      Loan
      Documents; and




(iii)  such
      other evidence as the Administrative Agent may request to establish that the
      Liens granted to the Administrative Agent or any Lender in this Agreement,
      the
      Security Documents and the other Loan Documents are perfected and prior to
      the
      Liens of other Persons in the Collateral, except for any such Liens which are
      expressly permitted by this Agreement to be prior.




(m)  Leasehold
      Mortgages .
      To the
      extent that a Supermarine FBO Lease permits the granting of a Lien in the
      leasehold interest under such Supermarine FBO Lease without the consent of
      the
      relevant Airport Authority, a mortgage or deed of trust, as applicable, securing
      the Obligations in favor of the Secured Parties with respect to such leasehold
      interest shall have been duly executed and recorded with the appropriate real
      estate filing office, and the Borrower shall have delivered to the
      Administrative Agent a true and complete copy of each such mortgage or deed
      of
      trust.




31


(n)  Lien
      Searches .
      The
      Administrative Agent shall have received (i) the results of all UCC,
      judgment and lien searches with respect to the Supermarine Companies in form
      and
      substance satisfactory to the Administration Agent, and (ii) a bringdown of
      all UCC, judgment and lien searches previously performed with respect to the
      Borrower, the Investor and each other Loan Party other than the Supermarine
      Companies.




(o)  Consents .
      All
      approvals and consents (including management, credit and other internal
      approvals of the Loan Parties) necessary to consummate the transactions
      contemplated by the Loan Documents and the Supermarine Acquisition Agreement
      shall have been duly obtained and shall be in full force and effect and in
      form
      and substance satisfactory to each of the Loan Parties party thereto and the
      Administrative Agent shall have received a copy of such approval or consent
      certified by the applicable Loan Party.




(p)  Opinions
      of Counsel .
      The
      Administrative Agent shall have received favorable written opinions, addressed
      to the Administrative Agent, the Collateral Agent, the Issuing Bank and each
      Lender, dated the Supermarine Acquisition Term Loan Disbursement Date and in
      form and substance satisfactory to the Administrative Agent with respect to
      the
      Supermarine Companies and each other Person who has become a Loan Party
      subsequent to the Refinancing Term Loan Disbursement Date, and such matters
      as
      the Administrative Agent may reasonably request.




(q)  Insurance .
      All
      insurance required to be maintained by the Borrower under Section 6.1(e) shall be
      in full force and effect, all premiums then due and payable in connection
      therewith shall have been paid, such insurance shall not be subject to
      cancellation without prior notice to the Administrative Agent and Lenders and
      shall otherwise conform to the requirements for such insurance under Section 6.1(e) ,
      and the
      Administrative Agent shall have received a certificate or certificates of an
      independent insurance broker or carrier reasonably satisfactory to the
      Administrative Agent in confirmation thereof.




(r)  Governmental
      Approvals and Material Contracts .
      All
      Governmental Authorizations with respect to operation of the businesses of
      the
      Borrower and its Subsidiaries (including the Supermarine Companies after giving
      effect to the Supermarine Acquisition and any other Person who has become a
      Loan
      Party subsequent to the Refinancing Term Loan Disbursement Date) shall be in
      full force and effect without change or amendment since the dates of their
      respective approval by the Administrative Agent, except as consented to in
      writing by the Required Lenders or as otherwise permitted pursuant to this
      Agreement. There shall not be any default under any Material Contract or any
      Governmental Authorization that could reasonably be expected to have a Material
      Adverse Effect or permit any party to a Material Contract to terminate such
      document or suspend its performance thereunder.




(s)  Representation
      and Warranties .
      The
      representations and warranties set forth in Article 3 of each Supermarine
      Purchase Agreement shall be true and correct in all material respects. The
      Borrowing of Supermarine Acquisition Term Loans on the Supermarine Acquisition
      Term Loan Disbursement Date shall be deemed to be a representation and warranty
      by the Borrower that each of such representations and warranties is, to the
      Actual Knowledge of the Borrower, after due inquiry, true and correct in all
      material respects as of the date of such Borrowing.




32


(t)  Disclosure
      Schedules .
      The
      Borrower shall have delivered to the Administrative Agent revised, consolidated
      disclosure schedules to be attached to this Agreement or other disclosure of
      exceptions to the representations and warranties and covenants set forth in
      the
      Loan Documents relating to the Borrower and its Subsidiaries, including the
      Supermarine Companies and businesses, all of which shall have been approved
      by
      the Administrative Agent. To the extent that the information in any such
      disclosure is deemed by the Administrative Agent in its reasonable judgment
      to
      be material, such information must be approved by the Lead Arrangers prior
      to
      the Supermarine Acquisition Term Loan Disbursement Date. Upon delivery to the
      Administrative Agent on the Supermarine Acquisition Term Loan Disbursement
      Date,
      the revised, consolidated schedules that are delivered in accordance with this
      Section shall be deemed to have replaced and superseded the Supermarine Pro
      Forma Schedules and the schedules attached to the Waiver and Amendment as of
      the
      Amendment Closing Date.




(u)  Environmental
      Liability .
      The
      Administrative Agent shall have obtained no notice or knowledge of any liability
      under any Environmental Laws of the Supermarine Companies or any of their former
      Subsidiaries, which, individually or in the aggregate, could reasonably be
      expected to have a Material Adverse Effect, other than any such liability
      identified in the final reports of the Environmental Consultant delivered to
      the
      Administrative Agent on or prior to the Amendment Closing Date pursuant to Section
      4.4(h) hereof.




(v)  Bank
      Accounts . **** The
      Borrower shall have delivered to the Administrative Agent signed copies of
      irrevocable standing instructions that have been or will be delivered to each
      depositary bank at which any Supermarine Company maintains a deposit account
      as
      of the Supermarine Term Loan Disbursement Date, which instructions shall direct
      the automatic transfer of all cash in such account (other than an amount to be
      agreed upon with the Administrative Agent to be reserved for working capital
      purposes, if necessary) directly to the Concentration Account not less
      frequently than on a daily basis.




(w)  Other
      Documents, etc .
      The
      Administrative Agent shall have received such other assurances, certificates,
      documents, consents or opinions as the Administrative Agent reasonably may
      require.




33


ATTACHMENT
      III


**APPENDIX
      A**




**DEFINITIONS
      AND RULES OF INTERPRETATION**




**Defined
      Terms**




“ Acceptable
      Issuer ”
means
      a
      bank or other financial institution with a combined capital and surplus of
      at
      least $1,000,000,000 whose Reference Debt is rated "A-" or higher by S&P and
      "A3" or higher by Moody's.




“ Accounts ”
means,
      collectively, (1) the Debt Service Reserve Account, (2) the Special
      Reserve Account, (3) the Loss Proceeds Account and (4) the
      Distribution Account.




“ Acquisition
      Documents ”
means,
      collectively, the Executive Air Purchase Agreement, the GAH Purchase Agreement,
      the Eagle Aviation Purchase Agreement, the Amports Purchase Agreement, the
      Trajen Purchase Agreement and the Supermarine Purchase Agreements, each as
      defined in Schedule
      A-3 to this
      Agreement.




“ Acquisitions ”
means
      the acquisition by Macquarie FBO Holdings LLC or any of its Affiliates of the
      Businesses pursuant to the Acquisition Documents.




“ ACS ”
means
      Aviation Contract Services, Inc., a California corporation.




“ Actual
      Knowledge ”
means,
      (i) as used in Sections
      4.1 and 4.2 of this
      Agreement, the earlier of actual knowledge of, or receipt of written notice
      by,
      any Responsible Officer of the Borrower, and (ii) as used in any other
      section of this Agreement or any other Loan Document, with respect to any
      Person, the earlier of actual knowledge of, or receipt of written notice by,
      any
      Responsible Officer of such Person or, with respect to the operations of, or
      any
      other matters relating to, an FBO operated by a Subsidiary of the Borrower,
      the
      General Manager of such FBO.




“ Administrative
      Agent ”
means
      Mizuho Corporate Bank, Ltd., in its capacity as administrative agent for the
      Lenders under the Loan Documents, and any successor administrative agent
      appointed pursuant to the terms of this Agreement.




“ Administrative
      Questionnaire ”
means
      an Administrative Questionnaire in a form supplied by the Administrative
      Agent.




“ Affiliate ”
of
      a
      particular Person means, at any time, (a) any other Person directly or
      indirectly controlling, controlled by, or under common control with, such Person
      and (b) any Person beneficially owning or holding, directly or indirectly,
      10% or more of any class of securities having ordinary voting power for the
      election of directors or other members of the governing body of a corporation
      or
      other Person, or 10% or more of any partnership or other ownership interests
      of
      any other Person. For purposes of this definition, “ control ”
when
      used with respect to any particular Person means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of such Person whether through the ownership of voting securities
      or
      partnership or other ownership interests, by contract or otherwise, and the
      terms “ controlling ”
      “ controlled
      by ”
and
      “ under
      common control with ”
have
      meanings correlative to the foregoing; provided , however ,
      that
      under no circumstances shall the Administrative Agent or the Collateral Agent
      be
      considered to be an Affiliate of any Person solely because any Transaction
      Document contemplates that any of them may request or act at the instruction
      of
      any such Person or such Person’s Affiliate. For purposes of Section
      10.4(b)(i)(A) of this Agreement and the proviso to the definition of “Eligible
      Assignee”, a Borrower's Affiliate shall include any manager of Macquarie
      Infrastructure Company Trust and any Affiliate thereof.




34


“ Agreement ”
has
      the
      meaning specified in the preamble hereto.




“ Airport
      Authority ”
means
      any governmental or airport authority party to a Material Contract.




“ Amendment
      Closing Date ”
is
      defined in the Waiver and Amendment.




“ Amendment
      Fees ”
means
      the amendment fees payable by the Borrower to the lenders party to the Original
      Loan Agreement that have consented to the transactions contemplated by this
      Agreement, in amounts as set forth in fee letters separately agreed to between
      MIC and each of the Lead Arrangers and the Co-Lead Arranger.




“ Amports ”
means
      American Port Services, Inc., a Delaware corporation.




“ Amports
      Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      Amports by Macquarie Aviation North America Inc. and Macquarie Aviation North
      America 2 Inc. pursuant to the Amports Purchase Agreement (as defined in Schedule
      A-3 hereto).




“ Applicable
      Leverage Ratio ”
      means ,
      as of
      the Calculation Date for any fiscal quarter occurring during the periods set
      forth below, the following Leverage Ratios:




Fiscal
                Quarters During the Period:
            Leverage
                RatioFrom
                the third (3rd) anniversary of the Refinancing Term Loan Disbursement
                Date
                to but excluding the fourth (4th) anniversary of the Refinancing
                Term Loan
                Disbursement Date:
            5.50
                to 1.00From
                the fourth (4th) anniversary of the Refinancing Term Loan Disbursement
                Date to but excluding the date that is six (6) months prior to the
                Maturity Date:
            5.00
                to 1.00From
                the date that is six (6) months prior to the Maturity Date through
                payment
                in full of the Loans:
            4.50
                to 1.00







35


“ Applicable
      Margin ”
means,
      for each day with respect to a Term Loan or LIBOR Revolving Loan, as applicable,
      the following rates per annum:




**Period**
            **Margin
                (per annum)**From
                and including the Refinancing Term Loan Disbursement Date to but
                excluding
                the third (3rd) anniversary of the Refinancing Term Loan Disbursement
                Date:
            1.75%From
                and including the third (3rd) anniversary of the Refinancing Term
                Loan
                Disbursement Date until the Maturity Date or the Revolving Loan Commitment
                Termination Date, as applicable:
            2.00%







“ Applicable
      Minimum EBITDA ”
means,
      as of a Calculation Date occurring during the fiscal years specified below,
      the
      following EBITDA values calculated for the twelve (12) month period ending
      on
      such Calculation Date:




**Fiscal
                Year**
            **Minimum
                EBITDA before Supermarine Acquisition Term Loan Disbursement
                Date**
            **Minimum
                EBITDA after Supermarine Acquisition Term Loan Disbursement
                Date**2005
            $40,100,000
            $40,100,0002006
            $66,900,000
            $66,900,0002007
            $71,900,000
            $78,160,0002008
            $77,500,000
            $84,100,000







“ Applicable
      Percentage ”
means,
      at any time, an amount expressed as a percentage equal to a Financing Party’s
      Outstanding Exposure divided by the aggregate then Outstanding Exposure of
      all
      Financing Parties.




“ Assignment
      and Assumption ”
means
      an Assignment and Assumption in the form of Exhibit G or any
      other form approved by the Administrative Agent.




“ Available
      Commitment ”
means,
      as to a Lender, at any time, an amount equal to its Available Term Loan
      Commitment and/or Available Revolving Loan Commitment.




“ Available
      Revolving Loan Commitment ”
means,
      at any time, an amount equal to the excess, if any, of (a) the amount of
      the Revolving Loan Lender’s Revolving Loan Commitment, minus (b) the
      aggregate principal amount of all Revolving Loans made by the Revolving Loan
      Lender prior to such time, minus (c) the aggregate outstanding Letter of
      Credit Usage, minus (c) any portion of the Revolving Loan Commitment
      terminated pursuant to Section 2.7 of this
      Agreement.




36


“ Available
      Term Loan Commitment ”
means,
      as to any Term Loan Lender, the Available Refinancing Term Loan Commitment,
      the
      Available Trajen Acquisition Term Loan Commitment and the Available Supermarine
      Acquisition Term Loan Commitment, as applicable.




“ Available
      Refinancing Term Loan Commitment ”
means,
      as to any Term Loan Lender, at any time, an amount equal to the excess, if
      any,
      of (a) the amount of such Lender’s aggregate Refinancing Term Loan
      Commitment, minus (b) the aggregate principal amount of all Refinancing
      Term Loans made by such Lender prior to such time, minus (c) any portion of
      the Refinancing Term Loan Commitment of such Lender terminated pursuant to Section 2.7 of this
      Agreement.




“ Available
      Supermarine Acquisition Term Loan Commitment ”
means,
      as to any Term Loan Lender, at any time, an amount equal to the excess, if
      any,
      of (a) the amount of such Lender’s aggregate Supermarine Acquisition Term
      Loan Commitment, minus (b) the aggregate principal amount of all
      Supermarine Acquisition Term Loans made by such Lender prior to such time,
      minus
      (c) any portion of the Supermarine Acquisition Term Loan Commitment of such
      Lender terminated pursuant to Section 2.7 of this
      Agreement.




“ Available
      Trajen Acquisition Term Loan Commitment ”
means,
      as to any Term Loan Lender, at any time, an amount equal to the excess, if
      any,
      of (a) the amount of such Lender’s aggregate Trajen Acquisition Term Loan
      Commitment, minus (b) the aggregate principal amount of all Trajen
      Acquisition Term Loans made by such Lender prior to such time, minus
      (c) any portion of the Trajen Acquisition Term Loan Commitment of such
      Lender terminated pursuant to Section 2.7 of this
      Agreement.




“ Backward
      Debt Service Coverage Ratio ”
means,
      on each Calculation Date commencing with the Calculation Date for the first
      full
      quarter ending after the Refinancing Term Loan Disbursement Date, the Debt
      Service Coverage Ratio for the Calculation Period ending on that Calculation
      Date.




“ Bankruptcy
      Proceeding "
      means
      (a) any voluntary or involuntary case or proceeding under title 11 of the
      United States Code (11 U.S.C. 101 *et
      seq.* ),
      as
      amended from time to time and any successor statute, (b) any other
      voluntary or involuntary insolvency, reorganization, bankruptcy, receivership,
      liquidation, reorganization, moratorium or other similar case or proceeding,
      (c) any liquidation, dissolution, or winding up of the Borrower, or
      (d) any assignment for the benefit of creditors or any other marshalling of
      assets and liabilities of the Borrower.




“ Base
      Case Projections ”
means
      the final financial projections for the Borrower and its Subsidiaries on a
      consolidated basis, as revised from time to time and as set forth in the
      computer model prepared by the Borrower and delivered to the Administrative
      Agent immediately prior to the Refinancing Term Loan Disbursement Date, the
      Trajen Acquisition Term Loan Disbursement Date and the Supermarine Acquisition
      Term Loan Disbursement Date, as the case may be.




37


“ Base
      Rate ”
means,
      for any day, a rate per annum equal to the greater of (a) the Prime Rate or
      (b) the Federal Funds Rate in effect on such day plus 1⁄2 of 1%. Any change
      in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate
      shall be effective from and including the effective date of such change in
      the
      Prime Rate or the Federal Funds Rate, respectively.




“ Base
      Rate Loan ”
means
      any Loan with respect to which the applicable rate of interest is based upon
      the
      Base Rate.




“ Base
      Rate Revolving Loans ”
means,
      at any time, a Revolving Loan bearing interest as provided in Section
      2.3(a) of this
      Agreement.




“ Borrower ”
means
      Atlantic Aviation FBO Inc., a Delaware corporation (formerly known as North
      America Capital Holding Company).




“ Borrowing ”
means
      a
      borrowing consisting of Term Loans or Revolving Loans made by the applicable
      Lenders pursuant to this Agreement.




“ Borrowing
      Request ”
means
      a
      Term Loan Borrowing Request or a Revolving Loan Borrowing Request.




“ Businesses ”
or
      “ Business ”
means
      the airport services businesses or any part thereof owned by the Borrower and
      operated by its Subsidiaries pursuant to the FBO Leases, the Management
      Contracts and the Heliport Contract.




“ Business
      Day ”
means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      New York City are authorized or required by law to remain closed; provided that,
      when used in connection with a Loan, the term "Business Day" shall also exclude
      any day on which banks are not open for dealings in dollar deposits in the
      London interbank market.




“ Calculation
      Date ”
means
      each March 31, June 30, September 30 and December 31, occurring on or after
      the
      Refinancing Term Loan Disbursement Date.




“ Calculation
      Period ”
means
      a
      period of twelve (12) months.




“ Capital
      Lease ”
means
      any lease which in accordance with GAAP is required to be capitalized on the
      balance sheet of the Borrower, and the amount of these obligations shall be
      the
      amount so capitalized.




“ Cash
      Available for Distribution ”
means,
      as of the last day of each fiscal quarter of the Borrower, (a) Excess Cash
      Flow
      as of such date less (b) any mandatory prepayments required to be paid from
      Excess Cash Flow.




38


“ Cash
      Collateralize ”
means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of the Issuing Bank and the Revolving Loan Lender, as collateral for
      the
      Obligations, cash or deposit account balances in an amount equal to the Letter
      of Credit Obligations pursuant to documentation in form and substance
      satisfactory to the Administrative Agent and the Issuing Bank (which documents
      are hereby consented to by the Revolving Loan Lender). Derivatives of such
      term
      shall have a corresponding meaning.




“ Cash
      Equivalents ”
      means:




(a)  Direct
      obligations of, or obligations the principal and interest on which are
      unconditionally guaranteed by, the United States of America or obligations
      of
      any agency of the United States of America to the extent such obligations are
      backed by the full faith and credit of the United States of America, in each
      case maturing within one year from the date of acquisition thereof;




(b)  Certificates
      of deposit maturing within one year from the date of acquisition thereof issued
      by a commercial bank or trust company organized under the laws of the United
      States of America or a state thereof or that is a Lender; provided that
      (i) such deposits are denominated in Dollars, (ii) such bank or trust
      company has capital, surplus and undivided profits of not less than $100,000,000
      and (iii) such bank or trust company has certificates of deposit or other
      debt obligations rated at least A-1 (or its equivalent) by Standard and Poor’s
      Ratings Services or P-1 (or its equivalent) by Moody’s Investors Service,
      Inc.;




(c)  Open
      market commercial paper maturing within 270 days from the date of acquisition
      thereof issued by a corporation organized under the laws of the United States
      of
      America or a state thereof, provided such commercial paper is rated at least
      A-1
      (or its equivalent) by Standard and Poor’s Ratings Services or P-1 (or its
      equivalent) by Moody’s Investors Service, Inc.; and




(d)  Any
      repurchase agreement entered into with a commercial bank or trust company
      organized under the laws of the United States of America or a state thereof
      or
      that is a Lender; provided that
      (i) such bank or trust company has capital, surplus and undivided profits
      of not less than $100,000,000, (ii) such bank or trust company has
      certificates of deposit or other debt obligations rated at least A-1 (or its
      equivalent) by Standard and Poor’s Ratings Services or P-1 (or its equivalent)
      by Moody’s Investors Service, Inc., (iii) the repurchase obligations of
      such bank or trust company under such repurchase agreement are fully secured
      by
      a perfected security interest in a security or instrument of the type described
      in clause (a), (b) or (c) above and (iv) such security or instrument so
      securing the repurchase obligations has a fair market value at the time such
      repurchase agreement is entered into of not less than 100% of such repurchase
      obligations.




“ Change
      in Law ”
means
      (a) the adoption of any law, rule or regulation after the date of this
      Agreement, (b) any change in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority after the
      date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 3.4(b) ,
      by any
      lending office of such Lender or by such Lender's holding company, if any)
      with
      any request, guideline or directive (whether or not having the force of law)
      of
      any Governmental Authority made or issued after the date of this
      Agreement.




39


“ Change
      of Control ”
means
      the occurrence of any of the following: (a) any reorganization, merger or
      consolidation of the Borrower with one or more Persons where the Borrower is
      not
      the surviving entity, other than any such transaction where (i) the
      outstanding voting securities of the Borrower are changed into or exchanged
      for
      voting securities of the surviving entity and (ii) the Persons who were the
      beneficial owners of the Borrower's voting securities immediately prior to
      such
      transaction beneficially own immediately after such transaction all of the
      outstanding voting power of the surviving entity; or (b) Macquarie Bank
      Limited, any of its Affiliates (within
      the meaning of clause (a) of the definition thereof) or any
      fund or entity managed directly or indirectly by Macquarie Bank Limited or
      any
      such Affiliate, shall fail to own, directly or indirectly, the lesser of (i)
      at
      least 51% of the Equity Securities of the Borrower and (ii) such number of
      Equity Securities of the Borrower as is necessary to elect a majority of the
      board of directors (or other governing board) of the Borrower.




“ Closing
      Date ”
means
      the date of signing of this Agreement.




“ Collateral ”
means
      all Property of the Borrower and its Subsidiaries now owned or hereafter
      acquired, except for those assets that, in the Administrative Agent’s reasonable
      opinion, have a value that is insignificant in relation to the cost of
      perfection, or for which any required consent from an Airport Authority cannot
      be obtained after reasonable efforts by the Borrower.




“ Collateral
      Agency Agreement ”
means
      the Collateral Agency and Account Agreement, dated as of December 12, 2005,
      among the Borrower, the Administrative Agent and the Collateral
      Agent.




“ Collateral
      Agent ”
means
      The Bank of New York, a New York banking corporation, in its capacity as
      collateral agent under the Collateral Agency Agreement, or any Person appointed
      to replace such Person with the authority to exercise and perform the rights
      and
      duties of the Collateral Agent under the Security Documents.




“ Commitment ”
means,
      with respect to (i) any Term Loan Lender, the Refinancing Term Loan Commitment,
      the Trajen Acquisition Term Loan Commitment and the Supermarine Acquisition
      Term
      Loan Commitment of such Term Loan Lender, and (ii) the Revolving Loan Lender,
      the Revolving Loan Commitment.




“ Commitment
      Period ”
means,
      (i) with respect to the Term Loan Commitments, the Term Loan Commitment
      Period; and (ii) with respect to the Revolving Loan Commitment, the
      Revolving Loan Commitment Period.




“ Concentration
      Account ”
means
      the concentration account (account no. 2000003397925) held by Executive Air
      Support, Inc. in its name at Wachovia Bank, N.A.




“ Contractual
      Obligation ”
of
      any
      Person means, any indenture, note, lease, loan agreement, security, deed of
      trust, mortgage, security agreement, guaranty, instrument, contract, agreement
      or other form of contractual obligation or undertaking to which such Person
      is a
      party or by which such Person or any of its Property is bound.




40


“ Contribution
      Agreement ”
means
      the Indemnity, Subrogation and Contribution Agreement, dated as of December
      12,
      2005, by and among the Borrower, the Subsidiaries of the Borrower party thereto,
      and the Administrative Agent.




“ Co-Lead
      Arranger ”
means
      Macquarie Bank Limited, in its capacity as co-lead arranger pursuant to this
      Agreement.




“ Debt
      Service Coverage Ratio ”
means,
      without duplication, for any Calculation Period the ratio of (a) Net Cash
      Flow for such Calculation Period to (b) the sum of all Mandatory Debt
      Service for such Calculation Period (or such other sum for the calculation
      of
      Mandatory Debt Service as may be applicable pursuant to the proviso to the
      definition of Mandatory Debt Service).




“ Debt
      Service Reserve Account ”
means
      the “Debt Service Reserve Account” established and created in the name of the
      Collateral Agent pursuant to Section 5.01 of the
      Collateral Agency Agreement.




“ Debt
      Service Reserve Letter of Credit ”
means
      an irrevocable letter of credit, in form and substance satisfactory to the
      Administrative Agent, issued by an Acceptable Issuer in favor of the Collateral
      Agent as beneficiary for the benefit of the Secured Parties securing all or
      any
      portion of the Debt Service Reserve Required Balance.




“ Debt
      Service Reserve Required Balance ”
means,
      as of the end of each fiscal quarter of the Borrower, an amount equal to
      Mandatory Debt Service projected to become due during the next succeeding six
      (6) months, as calculated by the Administrative Agent.




“ Default ”
means
      any event or occurrence, which, with the passage of time or the giving of notice
      or both, would become an Event of Default.




“ Disbursement
      Date "
      means
      the Refinancing Term Loan Disbursement Date, the Trajen Acquisition Term Loan
      Disbursement Date, the Supermarine Acquisition Term Loan Disbursement Date
      or
      any other date upon which a disbursement of Loans is made upon the satisfaction
      of the applicable conditions set forth in Article IV of this
      Agreement.




“ Distribution
      Account ”
means
      the “Distribution Account” established and created in the name of the Collateral
      Agent pursuant to Section 5.01 of the
      Collateral Agency Agreement.




“ Distributions ”
means
      dividends (in cash, Property or obligations) on, or other payments or
      distributions on account of, or the setting apart of money for a sinking or
      other analogous fund for, or the purchase, redemption, retirement or other
      acquisition of, any shares of any class of stock of any of the Borrower or
      its
      Subsidiaries or of any warrants, options or other rights to acquire the same
      (or
      to make any payments to any Person, such as “phantom stock” payments, where the
      amount is calculated with reference to the fair market or equity value of any
      such Loan Party), but excluding dividends payable solely in shares of common
      stock of any such Loan Party.




“ Dollars ”
or
      the
      sign “ $ ”
means
      United States dollars or other lawful currency of the United
      States.




41


“ Drawing ” **** means
      any
      drawing made by the beneficiary under any Letter of Credit.




“ Eagle
      Aviation ”
means
      Eagle Aviation Resources, Ltd., a Nevada limited liability company.




“ Eagle
      Aviation Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      Eagle Aviation by the Investor pursuant to the Eagle Aviation Purchase Agreement
      (as defined in Schedule
      A-3 hereto).




“ EBITDA ”
means,
      for any period, the consolidated Net Income after tax of the Borrower and its
      Subsidiaries for such period, *plus* the sum
      of the following items of the Loan Parties determined on a consolidated basis:
      (a) Interest Expense for such period, (b) depreciation and
      amortization for such period, (c)  income tax expense for such period,
      (d) non-cash expenses allocated to the Borrower by MIC, (e) payments
      to employees of the Borrower and its Subsidiaries under any employee phantom
      stock ownership plan, (f) all unusual and non-recurring fees and expenses
      incurred during any such period relating to the General Aviation Acquisition,
      the Eagle Aviation Acquisition, the Trajen Acquisition and the Supermarine
      Acquisition, and (g) amounts paid by the Supermarine Companies as management
      fees to American Airport Corporation, in each instance to the extent deducted
      in
      the determination of Net Income after tax and in each case as determined in
      accordance with GAAP; provided that
      such items relating to GAH, Eagle Aviation, Trajen and each Supermarine Company
      on a consolidated basis for the twelve-month period preceding the date of
      determination shall be included in such calculation without regard as to whether
      GAH, Eagle Aviation, Trajen or each Supermarine Company, as applicable, was
      a
      Loan Party during such period.




“ EBITDA
      Test Period ”
means
      the period commencing on the Refinancing Term Loan Disbursement Date through
      December 31, 2008.




“ Eligible
      Assignee ”
means
      (a) a commercial bank organized under the laws of the United States, or any
      State thereof; (b) a commercial bank organized under the laws of any other
      country; (c) a finance company, insurance company or other financial
      institution, or (d) a fund which is engaged in making, purchasing, holding
      or otherwise investing in bank loans and similar extensions of credit in the
      ordinary course of its business; provided that
“Eligible Assignee” shall not include the Borrower or any of the Borrower's
      Affiliates or Subsidiaries.




“ Employee
      Benefit Plan ”
means
      any employee benefit plan within the meaning of section 3(3) of ERISA maintained
      or contributed to by any Loan Party or any ERISA Affiliate, other than a
      Multiemployer Plan.




“ Enforcement
      Action ”
means
      any action, whether by judicial proceedings or otherwise, to enforce any of
      the
      rights and remedies granted pursuant to the Security Documents against the
      Collateral or the Borrower during the continuance of an Event of
      Default.




“ Environmental
      Claims ”
means any
      notice, claim or demand (collectively, a “ claim ”)
      by any
      person alleging or asserting liability for investigatory costs, cleanup or
      other
      remedial costs, legal costs, environmental consulting costs, governmental
      response costs, damages to natural resources or other property, personal
      injuries, fines or penalties related to (i) the presence, or release into
      the environment, of any Hazardous Material at any location, whether or not
      owned
      by the person against whom such claim is made, or (ii) any violation of, or
      alleged violation of, or liability arising under any Environmental Law. The
      term
“Environmental Claim” shall include any claim by any person or Governmental
      Authority for investigation, enforcement, cleanup, removal, response, remedial
      or other actions or damages pursuant to any Environmental Law, and any claim
      by
      any third party seeking damages, contribution, indemnification, cost recovery,
      compensation or injunctive relief under any Environmental Law.




42


“ Environmental
      Consultant ”
means
      Environmental Strategies Consulting, or any other firm reasonably acceptable
      to
      the Borrower as the Administrative Agent shall designate.




“ Environmental
      Damages ”
means
      all claims, judgments, damages, losses, penalties, liabilities (including strict
      liability), costs and expenses, including costs of investigation, remediation,
      defense, settlement and reasonable attorneys’ fees and consultants’ fees, that
      are incurred at any time as a result of the existence of any Hazardous Materials
      upon, about or beneath any real property owned by any of the Borrower or its
      Subsidiaries or migrating or threatening to migrate to or from any such real
      property, or arising from any investigation or proceeding in which any such
      Loan
      Party is alleged to be liable for the release or threatened release of Hazardous
      Materials or for any violation of Environmental Laws.




“ Environmental
      Laws ”
means
      the Clean Air Act, 42 U.S.C. Section 7401 et  seq. ;
      the
      Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et  seq .;
      the
      Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et  seq .;
      the
      Comprehensive Environment Response, Compensation and Liability Act of 1980
      (including the Superfund Amendments and Reauthorization Act of 1986, “CERCLA”),
      42 U.S.C. Section 9601 et  seq .;
      the
      Toxic Substances Control Act, 15 U.S.C. Section 2601 et  seq .;
      the
      Occupational Safety and Health Act, 29 U.S.C. Section 651; the Emergency
      Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et  seq .;
      the
      Mine Safety and Health Act of 1977, 30 U.S.C. Section 801 et  seq .;
      the
      Safe Drinking Water Act, 42 U.S.C. Section 300f et  seq. ;
      and all
      other Governmental Rules relating to environmental, health, safety and land
      use
      matters, including all Governmental Rules pertaining to, or establishing
      liability in connection with, the reporting, licensing, permitting,
      transportation, storage, disposal, investigation or remediation of emissions,
      discharges, releases, or threatened releases of Hazardous Materials into the
      air, surface water, groundwater or land, or relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transportation
      or
      handling of Hazardous Materials.




“ Equity
      Securities ”
of
      any
      Person means (a) all common stock, preferred stock, participations, shares,
      partnership interests, limited liability company interests or other equity
      interests in and of such Person (regardless of how designated and whether or
      not
      voting or non-voting) and (b) all warrants, options and other rights to acquire
      any of the foregoing.




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.




“ ERISA
      Affiliate ”
means
      (i) after December 26, 2004, any trade or business (whether or not
      incorporated) that, together with the Borrower, is treated as a single employer
      under Section 414(b) or (c) of the IRC or, solely for purposes of
      Section 302 of ERISA and Section 412 of the IRC, is treated as a
      single employer under Section 414 of the IRC, and (ii) prior to
      December 27, 2004, the Borrower and its Subsidiaries.




43


“ Event
      of Default ”
means
      any of the events specified in Section 7.1 of this
      Agreement.




“ Event
      of Loss ”
means
      (a) any loss or destruction of, damage to or casualty relating to all or
      any part of the Property of the Borrower or any of its Subsidiaries, including
      any loss or destruction of, damage to, or other casualty relating to hangars
      and
      ancillary facilities owned or leased by any such Loan Party and located at
      the
      FBOs; or (b) any condemnation or other taking (including by eminent domain)
      of all or any part of such Property.




“ Excess
      Cash Flow ”
means,
      as of the last day of each fiscal quarter of the Borrower, aggregate cash,
      Cash
      Equivalents and Permitted Investments of the Borrower and its Subsidiaries
      as of
      the close of business on such date (but excluding any amounts on deposit in
      the
      Debt Service Reserve Account, the Loss Proceeds Account, the Special Reserve
      Account or the Distribution Account), less a prudent amount of reserve funds
      as
      reasonably determined by the Borrower to cover Operating Costs and Mandatory
      Debt Service which are anticipated to become due and payable during the
      following fiscal quarter after taking into account Operating Revenues which
      are
      reasonably anticipated to be received and available for such payment obligations
      during such period and less any additional amounts projected to be required
      to
      be deposited to the Debt Service Reserve Account **** during
      such period.




“ Excluded
      Taxes "
      means,
      with respect to the Administrative Agent, any Lender or any other recipient
      of
      any payment to be made by or on account of any obligation of the Borrower under
      any Loan Document, (a) income, franchise or similar taxes imposed on (or
      measured by) its net income by the United States of America, or by the
      jurisdiction under the laws of which such recipient is organized or in which
      its
      principal office is located or, in the case of any Lender, in which its
      applicable lending office is located, or by any jurisdiction as a result of
      a
      connection between the Administrative Agent, such Lender or such other recipient
      of any payment and such jurisdiction (other than a connection resulting solely
      from negotiating, executing, delivering or performing its obligations or
      receiving a payment under, or enforcing, this Agreement, any Note or any other
      Loan Document), or any taxes attributable to a Lender’s failure to comply with
      Section 3.1(g), **** (b) any
      branch profits taxes imposed by the United States of America or any similar
      tax
      imposed by any other jurisdiction in which the Borrower is located and
      (c) in the case of a Foreign Lender (other than an assignee pursuant to a
      request by the Borrower under Section 3.6(b) of this
      Agreement), any withholding tax that is imposed on amounts payable to such
      Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
      (or designates a new lending office) or is attributable to such Foreign Lender's
      failure to comply with Section 3.1(e) of this
      Agreement, except to the extent that such Foreign Lender (or its assignor,
      if
      any) was entitled, at the time of designation of a new lending office (or
      assignment), to receive additional amounts from the Borrower with respect to
      such withholding tax pursuant to Section 3.1(a) of this
      Agreement.




“ Executive ”
means
      Executive Air Support, Inc., a Delaware corporation.




44


“ Executive
      Air Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      Executive Air pursuant to the Executive Air Purchase Agreement (as defined
      in Schedule
      A-3 hereto).




“ Executive
      Intellectual Property Security Agreement ”
means
      that certain Security Agreement (Intellectual Property), dated as of December
      12, 2005, among Executive, the Collateral Agent, and the Administrative
      Agent.




“ Existing
      Swaps ”
means
      the Hedging Transactions entered into by the Borrower in connection with
      Indebtedness incurred prior to the Closing Date by NACH and MANA that are being
      refinanced by the Term Loans.




“ Expansion
      Capital Expenditures ”
means
      expenditures (other than for a Restoration or repair, replacement and
      maintenance in the ordinary course of business) made in connection with the
      acquisition by the Borrower of any FBOs after the Closing Date, or the
      construction of new hangar facilities on the FBO locations or other major new
      facilities, including capital expenditures required to be undertaken under
      any
      of the FBO Leases, the Management Contracts or the Heliport
      Contract.




“ FBO ”
means
      fixed base operation.




“ FBO
      Leases ”
means,
      collectively, the leases or use agreements with or on behalf of the relevant
      Airport Authorities, and other real property leases and related agreements
      with
      the relevant Airport Authorities associated therewith, relating to the fixed
      base operations of the Subsidiaries of the Borrower, as set forth in Schedule
      A-1 .




" Federal
      Funds Rate "
      means,
      for any day, the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for such next
      succeeding Business Day, the average of the quotations for such day for such
      transactions received by the Administrative Agent from three Federal funds
      brokers of recognized standing selected by it.




“ Federal
      Reserve Board ”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America.




“ Fee
      Letters ”
means
      certain fee letter agreements entered into between the Borrower and the Lead
      Arrangers, the Administrative Agent and the Issuing Bank, which Fee Letters
      are
      the agreements referred to in Section
      2.9(d) of this
      Agreement.




“ Financial
      Statements ”
means,
      with respect to any accounting period for any Person, statements of income,
      retained earnings, shareholders’ equity or partners’ capital and cash flows of
      such Person for such period, and a balance sheet of such Person as of the end
      of
      such period, setting forth in each case in comparative form figures for the
      corresponding period in the preceding fiscal year if such period is less than
      a
      full fiscal year or, if such period is a full fiscal year, corresponding figures
      from the preceding annual audited Financial Statements, all prepared in
      reasonable detail and in accordance with GAAP.




45


“ Financing
      Parties ”
means,
      collectively, the Administrative Agent, the Lenders, individually, and acting
      by
      and through the Administrative Agent, the Issuing Bank and the Hedging
      Banks.




“ Foreign
      Lender ”
means
      any Lender that is organized under the laws of a jurisdiction other than the
      United States of America, any State thereof or the District of
      Columbia.




“ Forward
      Debt Service Coverage Ratio ”
means,
      on any Calculation Date, the projected Debt Service Coverage Ratio for the
      Calculation Period commencing on the day immediately following that Calculation
      Date.




“ GAAP ”
means
      generally accepted accounting principles in the United States in effect from
      time to time.




“ GAH ”
means
      General Aviation Holdings LLC, a Delaware limited liability company and the
      direct parent company of the Newport FBO Two LLC, a Delaware limited liability
      company, and Palm Springs FBO Two LLC, a Delaware limited liability
      company.




“ General
      Aviation Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      GAH by NACH pursuant to the GAH Purchase Agreement (as defined in Schedule
      A-3 hereto).




“ Governmental
      Authority ”
means
      any nation, state, sovereign, or government, any federal, regional, state,
      local
      or political subdivision and any other entity exercising executive, legislative,
      judicial, regulatory or administrative powers or functions of or pertaining
      to
      government.




“ Governmental
      Authorization ”
means
      any permit, license, registration, approval, finding of suitability,
      authorization, plan, directive, order, consent, exemption, waiver, consent
      order
      or consent decree of or from, or notice to, action by or filing with, any
      Governmental Authority, including siting and operating permits and licenses
      and
      any of the foregoing under any applicable Environmental Law.




“ Governmental
      Charges ”
means,
      with respect to any Person, all levies, assessments, fees, claims or other
      charges imposed by any Governmental Authority upon such Person or any of its
      Property or otherwise payable by such Person.




“ Governmental
      Rule ”
means
      any law, rule, regulation, ordinance, order, code interpretation, judgment,
      decree, directive, Governmental Authorization guidelines, policy or similar
      form
      of decision of any Governmental Authority.




“ Guarantee
      Obligations ”
means,
      for any Person, without duplication, any financial obligation, contingent or
      otherwise, of such Person guaranteeing or otherwise supporting any Indebtedness
      or other obligation for borrowed money of any other Person in any manner,
      whether directly or indirectly, and including any obligation of such Person,
      direct or indirect, (i) to purchase or pay (or advance or supply funds for
      the purchase or payment of) such Indebtedness or to purchase (or to advance
      or
      supply funds for the purchase of) any security for the payment of such
      Indebtedness, (ii) to purchase property, securities or services for the
      purposes of assuring the owner of such Indebtedness of the payment of such
      Indebtedness, (iii) to maintain working capital, equity capital, available
      cash or other financial statement condition or the primary obligor so as to
      enable the primary obligor to pay such Indebtedness, (iv) to provide equity
      capital under or in respect of equity subscription arrangements to pay such
      Indebtedness (to the extent that such obligation to provide equity capital
      does
      not otherwise constitute Indebtedness), or (v) to perform, or arrange for
      the performance of, any non-monetary obligations or non-funded debt payment
      obligations of the primary obligor. The amount of any Guarantee Obligation
      shall
      be deemed equal to the stated or determinable amount of the primary obligation
      in respect of which such Guarantee Obligation is made or, if not stated or
      if
      indeterminable, the maximum liability in respect thereof.




46


“ Guarantor ”
means
      each now-existing or hereafter acquired or created direct or indirect Subsidiary
      of the Borrower.




“ Hazardous
      Materials ”
means
      all pollutants, contaminants and other materials, substances and wastes which
      are hazardous, toxic, caustic, harmful or dangerous to human health or the
      environment, including petroleum and petroleum products and byproducts,
      radioactive materials, asbestos, polychlorinated biphenyls and all materials,
      substances and wastes which are classified or regulated as “hazardous,” “toxic”
or similar descriptions under any Environmental Law; provided that for
      purposes of this Agreement, “Hazardous Materials” shall not include commercially
      reasonable amounts of such materials used in the ordinary course of the Loan
      Parties’ businesses in accordance with applicable Environmental
      Laws.




“ Hedging
      Agreement ”
means
      any agreement with respect to any swap, cap, collar, hedge, forward, future
      or
      derivative transaction or option or similar agreement involving, or settled
      by
      reference to, one or more rates, currencies, commodities, equity or debt instruments
      or securities, or economic, financial or pricing indices or measures of
      economic, financial or pricing risk or value or any similar transaction or
      any
      combination of these transactions .




“ Hedging
      Banks ”
means
      The Governor and Company of the Bank of Ireland, Bayerische Landesbank and
      Macquarie Bank Limited, and their respective successors and assigns, as
      counterparties under the Hedging Agreements entered into pursuant to Section 4.1(e) and Section
      4.3(g) of this
      Agreement.




“ Hedging
      Obligations ”
means,
      collectively, the payment of (a) all scheduled amounts payable to the
      Hedging Banks by the Borrower, as the fixed-rate payor, under any Hedging
      Agreements (including interest accruing after the date of any filing by the
      Borrower of any petition in bankruptcy or the commencement of any bankruptcy,
      insolvency or similar proceeding with respect to the Borrower), net of all
      scheduled amounts payable to the Borrower by such Hedging Banks as floating-rate
      payor, and (b) all other indebtedness, fees, indemnities and other amounts
      payable by the Borrower to the Hedging Banks under such Hedging Agreements; provided that
      Hedging Obligations shall not include Hedging Termination
      Obligations.




“ Hedging
      Termination Obligations ”
means
      the aggregate amount of (i) Hedging Obligations payable to the Hedging
      Banks by the Borrower, as the fixed rate payor, upon the early unwind of all
      or
      a portion of any Hedging Agreement, net of all amounts payable to the Borrower
      by such Hedging Banks, as floating-rate payor thereunder, plus (ii) any
      penalty payments or other payments in the form of unwind fees payable in
      connection with an early unwind.




47


“ Hedging
      Transaction ”
means
      any interest rate protection agreement, interest rate swap transaction, interest
      rate “cap” or “collar” transaction, interest rate future, interest rate option
      or hedging transaction.




“ Heliport
      Contract ”
means
      the Operations Agreement, dated October 17, 1997, between the New York City
      Economic Development Corporation and Amports, as listed on Schedule
      A-2 of
      this
      Agreement.




“ Indebtedness ”
of
      any
      Person means (i) all indebtedness of such Person for borrowed money,
      (ii) all obligations of such Person evidenced by bonds, debentures, notes
      or other similar instruments, (iii) all obligations of such Person to pay
      the deferred purchase price of property or services, (iv) all indebtedness
      created or arising under any conditional sale or other title retention agreement
      with respect to property acquired by such Person (even though the rights and
      remedies of the seller or lender under such agreement in the event of default
      are limited to repossession or sale of such property), (v) all Capital
      Leases of such Person, (vi) all obligations, contingent or otherwise, of
      such Person under acceptances issued or created for the account of such Person,
      (vii) all unconditional obligations of such Person to purchase, redeem,
      retire, defease or otherwise acquire for value any capital stock or other equity
      interests of such Person or any warrants, rights or options to acquire such
      capital stock or other equity interests, (viii) all Hedging Obligations,
      (ix) all obligations of such Person, other than trade payables incurred in
      the ordinary course of business, upon which interest charges are customarily
      paid, (x) the undrawn face amount of, and unpaid reimbursement obligations
      in respect of, all letters of credit issued for the account of such Person,
      (xi) all Guarantee Obligations of such Person in respect of obligations of
      other Persons of the types referred to in clauses (i) through (x) above;
      and (xii) all Indebtedness of the type referred to in clauses (i)
      through (xi) above secured by (or for which the holder of such Indebtedness
      has
      an existing right, contingent or otherwise, to be secured by) any Lien on
      property (including accounts and contracts rights) owned by such Person, even
      though such Person has not assumed or become liable for the payment of such
      Indebtedness; provided that
      Indebtedness shall not include any indemnity obligations arising out of a breach
      of customary representations and warranties made by the Borrower or any
      Subsidiary of the Borrower in favor of the purchaser of the Management Contracts
      Business in the applicable purchase and sale agreement. The Indebtedness of
      any
      Person shall include the Indebtedness of any other entity (including any
      partnership in which such Person is a general partner) to the extent such Person
      is liable therefor as a result of such Person's ownership interest in or other
      relationship with such entity, except to the extent such Indebtedness is
      expressly non-recourse to such Person.




" Indemnified
      Taxes "
      means
      Taxes other than Excluded Taxes.




“ Indemnitee ”
has
      the
      meaning specified in Section 10.3(b) of this
      Agreement.




“ Initial
      Lenders ”
means,
      collectively, the Lead Arrangers and the Co-Lead Arranger.




48


“ Insurance
      Consultant ”
means
      Moore-McNeil, LLC, or any other firm reasonably acceptable to the Borrower
      as
      the Administrative Agent shall designate.




“ Interest
      Expense ”
means,
      for any period, the sum, for the Borrower and its Subsidiaries (determined
      on a
      consolidated basis without duplication in accordance with GAAP), all interest,
      fees, charges and related expenses payable during **** such
      period to any Person in connection with Indebtedness or the deferred purchase
      price of assets that is treated as interest in accordance with GAAP, including
      the portion of rent actually paid during such period under Capital Leases that
      should be treated as interest in accordance with GAAP, and the net amounts
      payable (or minus the net
      amounts receivable) under Hedging Agreements accrued during such period (whether
      or not actually paid or received during such period).




“ Interest
      Payment Date ”
means
      (i) with respect to any LIBOR Revolving Loan or Term Loan, the last day of
      each Interest Period applicable to such Loan; provided that
      with respect to Loans with a six-month Interest Period, the date that falls
      three months after the beginning of such Interest Period shall also be an
      Interest Payment Date; and (ii) with respect to any Base Rate Loan, the last
      day
      of each March, June, September and December.




“ Interest
      Period ”
means,
      with respect to the Term Loan, (a) initially the period commencing on the
      date of the Borrowing of such Loan and ending on the numerically corresponding
      day in the calendar month that is one, two, three or six months thereafter
      and
      (b) thereafter, each period commencing on the last day of the preceding
      Interest Period and ending the numerically corresponding day in the calendar
      month that is one, two, three or six months thereafter, in each case as selected
      by the Borrower or otherwise determined in accordance with Section 2.4 of this
      Agreement; provided that:




(x)  any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day;




(y)  any
      Interest Period which begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and




(z)  for
      any
      Interest Period which begins on the last Business Day of a calendar quarter,
      the
      Borrower may elect to have the three-month interest period end on the last
      Business day of the next succeeding quarter.




“ Inventory ”
means,
      at any time, all of the goods, merchandise and other personal property of the
      Borrower and its Subsidiaries, wherever located, to be furnished under any
      contract of service or held for sale or lease, all raw materials, work in
      progress, finished goods and materials and supplies of any kind, nature or
      description which are or might be used or consumed in such Loan Parties’
business or used in connection with the manufacture, selling or finishing of
      such goods, merchandise and other personal property, net of any charges or
      deductions for any goods, merchandise and other personal property that is
      obsolete or unmerchantable, as determined by reference to the most recent
      monthly operating report of the Borrower and its Subsidiaries.




49


“ Investment ”
of
      any
      Person means any loan or advance of funds by such Person to any other Person
      (other than advances to employees of such Person for moving, travel expenses,
      and other business expenses drawing accounts and similar expenditures in the
      ordinary course of business consistent with past practice), any purchase or
      other acquisition of any Equity Securities or Indebtedness of any other Person,
      any capital contribution by such Person to or any other investment by such
      Person in any other Person (including any Guarantee Obligations of such Person
      and any Guarantee Obligations of such Person of the types described in clause
      (x) of the definition of “Indebtedness” on behalf of any other Person); provided , however ,
      that
      Investments shall not include (a) accounts receivable or other indebtedness
      owed
      by customers of such Person which are current assets and arose from sales of
      inventory in the ordinary course of such Person’s business consistent with past
      practice, or (b) prepaid expenses of such Person incurred and prepaid in the
      ordinary course of business consistent with past practice.




“ Investor ”
means
      Macquarie FBO Holdings LLC, a Delaware limited liability company, and its
      successors or assigns.




“ IRC ”
means
      the Internal Revenue Code of 1986.




“ Issuing
      Bank ”
means
      Mizuho Corporate Bank, Ltd., and any permitted successor thereto.




“ L/C
      Issuer Event ”
means,
      with respect to any issuer of a Debt Service Reserve Letter of Credit for any
      portion of the Debt Service Reserve Required Balance, any determination by
      a
      Nationally Recognized Rating Agency that results in such issuer ceasing to
      be an
      Acceptable Issuer.




“ Lead
      Arrangers ”
means,
      collectively, The Governor and Company of the Bank of Ireland, Mizuho Corporate
      Bank, Ltd., and Bayerische Landesbank, New York Branch, in their capacity as
      the
      lead arrangers pursuant to this Agreement.




“ Legal
      Requirement ”
means,
      as to any Person (a) the articles or certificate of incorporation or
      articles of organization and by-laws, partnership agreement, operating agreement
      or other organizational or governing documents of such Person, (b) any
      Governmental Rule applicable to such Person, (c) any Governmental
      Authorization granted by any Governmental Authority to or for the benefit of
      such Person or (d) any judgment, decision or determination of any
      Governmental Authority or arbitrator, in each case applicable to or binding
      upon
      such Person or any of its Property or to which such Person or any of its
      Property is subject.




“ Lenders ”
has
      the
      meaning set forth in the preamble of this Agreement.




“ Letter
      of Credit ”
means
      any letter of credit issued pursuant to Section
      2.13 of this
      Agreement.




“ Letter
      of Credit Expiration Date ”
means
      the day that is one (1) Business Day prior to the Maturity Date.




50


“ Letter
      of Credit Facility ”
means
      the facility made available for the benefit of the Borrower or any Subsidiary
      of
      the Borrower under Section
      2.13 of this
      Agreement in relation to the Letters of Credit.




“ Letter
      of Credit Obligations ”
means,
      as at any date of determination, the aggregate undrawn face amount of all
      outstanding Letters of Credit.




“ Letter
      of Credit Sublimit ”
means
      an amount equal to the Total Revolving Loan Commitment. The Letter of Credit
      Sublimit is part of, and not in addition to, the Total Revolving Loan
      Commitment.




“ Letter
      of Credit Usage ”
means,
      as of any date, the aggregate undrawn face amount of the outstanding Letters
      of
      Credit plus the
      aggregate amount of all Drawings under the Letters of Credit honored by the
      Issuing Bank and either not reimbursed to the Issuing Bank by the Borrower
      or
      converted into Loans.




“ Leverage
      Ratio ”
means,
      as of each date of determination, the ratio of (a) Total Funded Debt as of
      the
      last day of the fiscal quarter then ended to (b) EBITDA for the twelve month
      period ending on such date.




“ Leverage
      Ratio Test Period ”
means
      the period commencing on the date that is the third (3rd) anniversary of the
      Refinancing Term Loan Disbursement Date through the date on which the Loans
      have
      been paid in full.




“ LIBOR ”
means,
      for any Interest Period with respect to a Loan:




(a)  the
      rate
      per annum equal to the rate determined by the Administrative Agent to be the
      offered rate that appears on the page of the Telerate Screen that displays
      an
      average British Bankers Association Interest Settlement Rate (such page
      currently being page number 3750) for deposits in Dollars (for delivery on
      the
      first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two (2)
      Business Days prior to the first day of such Interest Period; provided that in
      the case of any Interest Period that has a term which is not equivalent to
      any
      of the terms for which rates appear on such page, the Administrative Agent
      shall
      determine a rate using the linear interpolation of the rates appearing on such
      page for the next shorter and next longer time periods; or




(b)  in
      the
      event the rate referenced in the preceding subsection (a) does not appear
      on such page or service or such page or service shall cease to be available,
      the
      rate per annum (carried out to the fifth decimal place) equal to the rate
      determined by Administrative Agent (after consultation with the Borrower and
      the
      Lenders) to be the offered rate on such other page or other service that
      displays an average British Bankers Association Interest Settlement Rate for
      deposits in Dollars (for delivery on the first day of such Interest Period)
      with
      a term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two (2) Business Days prior to the first day of
      such Interest Period; provided that in
      the case of any Interest Period that has a term which is not equivalent to
      any
      of the terms for which rates appear on such page, the Administrative Agent
      shall
      determine a rate using the linear interpolation of the rates appearing on such
      page for the next shorter and next longer time periods; or




51


(c)  in
      the
      event the rates referenced in the preceding subsections (a) and (b) are not
      available (including by reason of either such page or service not displaying
      a
      rate for a term equivalent to the Interest Period selected by the Borrower),
      the
      rate per annum determined by the Administrative Agent as the rate of interest
      at
      which dollar deposits (for delivery on the first day of such Interest Period)
      in
      same day funds in the approximate amount of the applicable Loan and with a
      term
      equivalent to such Interest Period would be offered by its London Branch to
      major banks in the offshore dollar market at their request at approximately
      11:00 a.m. (London time) two (2) Business Days prior to the first day of
      such Interest Period.




“ LIBOR
      Loan ”
means
      any Loan with respect to which the applicable rate of interest is based upon
      LIBOR.




“ LIBOR
      Revolving Loans ”
means,
      at any time, a Revolving Loan bearing interest as provided in Section
      2.3(a) of this
      Agreement.




“ Lien ”
means
      any mortgage, pledge, hypothecation, assignment, mandatory deposit arrangement,
      encumbrance, lien (statutory or other), or preference, priority or other
      security agreement of any kind or nature whatsoever, including any
      sale-leaseback arrangement, any conditional sale or other title retention
      agreement, any financing lease having substantially the same effect as any
      of
      the foregoing, and the filing of any financing statement or similar instrument
      under the Uniform Commercial Code or comparable Legal Requirement.




“ Loan ”
means
      any of the Loans.




“ Loan
      Documents ”
means
      this Agreement, any Notes, each Subsidiary Guaranty and any joinder agreements
      with respect thereto, the Security Documents and any joinder agreements with
      respect thereto, each Letter of Credit, the Hedging Agreements entered into
      between the Borrower and a Hedging Bank for a Hedging Transaction in accordance
      with Section 6.1(l) of this
      Agreement, each fee agreement referred to in Section 2.9 of this
      Agreement, all other documents, instruments and agreements entered into with
      the
      Administrative Agent or any Lender pursuant to Section 4.1 of this
      Agreement, and all other documents, instruments and agreements entered into
      by
      any Loan Party with the Administrative Agent or any Lender in connection with
      this Agreement or any other Loan Document on or after the Closing
      Date.




“ Loan
      Parties ”
means,
      collectively, the Borrower, the Investor and the Guarantors (severally, a
“ Loan
      Party ”).




“ Loans ”
means,
      collectively, the Term Loans and the Revolving Loans.




" Lock-up
      Event "
      means
      the failure to achieve the Applicable Minimum EBITDA.




“ Lock-up
      Period ”
means,
      with respect to any Lock-up Event, the period commencing on the Calculation
      Date
      as of which such Lock-up Event has occurred to and including the Calculation
      Date occurring at the end of the following two (2) succeeding fiscal
      quarters.




52


“ Loss
      Proceeds Account ”
means
      the “Loss Proceeds Account” established and created in the name of the
      Collateral Agent pursuant to Section 5.01 of the
      Collateral Agency Agreement.




“ MANA ”
means
      Macquarie Airports North America Inc., a Delaware corporation.




“ Management
      Contracts ”
means,
      collectively, the management contracts with the relevant Airport Authorities,
      as
      set forth in Schedule
      A-2 .




“ Management
      Contracts Business ”
means
      the businesses and related operations under the Management Contracts currently
      operated by certain Subsidiaries of the Borrower.




“ Mandatory
      Debt Service ”
means,
      for any Calculation Period, the sum of the following amounts payable during
      such
      period: (a) all interest on the Loans, (c) all commitment and agency
      fees payable by the Borrower, and (c) any periodic scheduled payments
      constituting Hedging Obligations payable by the Borrower (or less amounts
      payable to the Borrower); provided that for
      purposes of calculating the Backward Debt Service Coverage Ratio for any period
      of four fiscal quarters of the Borrower ending on any date specified below,
      Mandatory Debt Service shall be calculated as follows:




(i)  as
      of the
      end of the first fiscal quarter of the Borrower ending after the Refinancing
      Term Loan Disbursement Date (the “ Initial
      Fiscal Quarter ”),
      by
      multiplying (A) Mandatory Debt Service for the Initial Fiscal Quarter (but
      including only one-fourth of the annual agency fee paid to the Administrative
      Agent on the Refinancing Term Loan Disbursement Date) multiplied by a fraction
      the numerator of which is the number of days in the Initial Fiscal Quarter
      and
      the denominator of which is the number of days from the Refinancing Term Loan
      Disbursement Date through the last day of the Initial Fiscal Quarter (such
      sum,
      the “ Adjusted
      Mandatory Debt Service for the Initial Fiscal Quarter ”),
      by
      (B) four;




(ii)  as
      of the
      end of the next succeeding fiscal quarter of the Borrower (the “ Second
      Fiscal Quarter ”),
      by
      multiplying (A) the sum of (1) the Adjusted Mandatory Debt Service for the
      Initial Fiscal Quarter, plus (2) Mandatory Debt Service for the Second Fiscal
      Quarter, by (B) two;




(iii)  as
      of the
      end of the next succeeding fiscal quarter of the Borrower (the “ Third
      Fiscal Quarter ”),
      by
      multiplying (A) the sum of (1) the Adjusted Mandatory Debt Service for the
      Initial Fiscal Quarter, plus (2) Mandatory Debt Service for the Second Fiscal
      Quarter, plus (3) Mandatory Debt Service for the Third Fiscal Quarter, by
      (B) four-thirds; and




(iv)  as
      of the
      end of the next succeeding fiscal quarter of the Borrower (the “ Fourth
      Fiscal Quarter ”),
      Mandatory Debt Service for the four fiscal quarters then ended shall be the
      sum
      of (A) the Adjusted Mandatory Debt Service for the Initial Fiscal Quarter,
      plus (B) Mandatory Debt Service for the Second Fiscal Quarter, plus
      (C) Mandatory Debt Service for the Third Fiscal Quarter, plus
      (D) Mandatory Debt Service for the Fourth Fiscal Quarter.




53


“ Margin
      Stock ”
has
      the
      meaning given to that term in Regulation U issued by the Federal Reserve
      Board.




“ Material
      Adverse Effect ”
means
      a
      material adverse effect on (a) the business, assets, operations, financial
      condition or liabilities of the Borrower and its Subsidiaries, taken as a whole;
      (b) the ability of the Borrower and its Subsidiaries taken as a whole to
      pay or perform any of their material obligations under any of the Loan
      Documents; (c) the rights and remedies of the Administrative Agent or any
      Lender under this Agreement, the other Loan Documents or any related document,
      instrument or agreement; (d) the value of the Collateral taken as a whole,
      the Administrative Agent’s or any Lender’s security interest in the Collateral
      or the perfection or priority of such security interests, or (e) the
      validity of any of the Loan Documents.




“ Material
      Contract Right ”
means
      any right or interest of the Borrower or any of its Subsidiaries under a
      Material Contract.




“ Material
      Contracts ”
means,
      collectively, each of the material agreements and contracts pertaining to the
      Businesses set forth in Schedule
      A-3 ,
      including each of the FBO Leases, each of the Management Contracts, the Heliport
      Contract and each of the Acquisition Documents; provided that the
      FBO Leases for the FBO operations at New Orleans Lakefront Airport listed as
      items 15 and 16 on Schedule
      A-1 shall be
      deemed not to be Material Contracts.




“ Material
      Documents ”
has
      the
      meaning specified in Section
      6.2(m) of this
      Agreement.




“ Material
      Loss ”
means
      any Event of Loss the Restoration of which is reasonably estimated by the
      Borrower to cost more than $500,000.




“ Maturity
      Date ”
means
      the date that is five (5) years after the Closing Date (as defined in the
      Original Loan Agreement); provided that if
      such date is a day other than a Business Day, the Maturity Date shall be the
      immediately preceding Business Day.




“ Maximum
      Release Percentage ”
means
      5%.




“ MIC ”
means
      Macquarie Infrastructure Company Inc., a Delaware corporation.




“ Model
      Auditor ”
means
      Mercer Finance and Risk Consulting a division of Mercer Human Resource
      Consulting Pty Ltd. or any other firm reasonably acceptable to the Borrower
      as
      the Administrative Agent shall designate.




“ Monthly
      Funds Transfer Date ”
means
      the last Business Day of each calendar month.




“ Moody’s ”
means
      Moody’s Investor Service, Inc. and any successor thereto which is a nationally
      recognized rating agency.




“ Multiemployer
      Plan ”
means
      a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to
      Title IV of ERISA to which a Loan Party or ERISA Affiliate contributes or has
      an
      obligation to contribute.




“ NACH ”
means
      North America Capital Holding Company, a Delaware company.




54


“ Nationally
      Recognized Rating Agency ”
means
      Standard & Poor’s Rating Group, Moody’s Investors Services, Inc., Fitch or
      another national debt rating agency approved by the Administrative
      Agent.




“ Net
      Asset Disposition Proceeds ”
means,
      with respect to any sale or series of related sales of any Property by any
      of
      the Borrower or its Subsidiaries (including the direct or indirect sale of
      any
      stock or other Equity Securities of any such Loan Party other than the
      Borrower), other than any sale permitted by Section 6.2(c) of this
      Agreement, the aggregate consideration received by such Person from such sale less the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than such Person or any Affiliate of such Person and (b) the
      reasonable legal expenses and other costs and expenses, including taxes payable,
      directly related to such sale that are to be paid by such Person.




“ Net
      Cash Flow ”
means,
      in respect of any period, (a) aggregate Operating Revenues received during
      such period, plus (b) aggregate equity contributions received by the Borrower from the
      Investor during such period not used to pay for Expansion Capital Expenditures
      or for any unusual and non-recurring fees and expenses incurred during any
      such
      period relating to the integration of businesses resulting from the General
      Aviation Acquisition, the Eagle Aviation Acquisition, the Trajen Acquisition
      and
      the Supermarine Acquisition, in each instance to the extent deducted in the
      determination of Net Income after tax and in each case as determined in
      accordance with GAAP, less (c) the Operating Costs paid during such period.




“ Net
      Condemnation Proceeds ”
means
      an amount equal to: (a) any cash payments or proceeds received by a Loan Party
      as a result of any condemnation or other taking or temporary or permanent
      requisition of any Property, any interest therein or right appurtenant thereto,
      or any change of grade affecting any Property, as the result of the exercise
      of
      any right of condemnation or eminent domain by a Governmental Authority
      (including a transfer to a Governmental Authority in lieu or anticipation of
      a
      condemnation), minus (b) (i)
      any actual and reasonable costs incurred by a Loan Party in connection with
      any
      such condemnation or taking (including reasonable fees and expenses of counsel),
      and (ii) provisions for all taxes payable as a result of such
      condemnation.




“ Net
      Debt Proceeds ”
means,
      with respect to any issuance or incurrence of any Indebtedness by any of the
      Borrower or its Subsidiaries, the aggregate consideration actually received
      by
      such Person from such sale or issuance less the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than such Person or any Affiliate of such Person and (b) the
      reasonable legal expenses and other reasonable costs and expenses directly
      related to such issuance or incurrence that are to be paid by such
      Person.




“ Net
      Equity Proceeds ”
means, with
      respect to any issuance of Equity Securities by any of the Borrower or its
      Subsidiaries, the aggregate consideration actually received by such Person
      from
      such issuance less the sum
      of (a) the actual amount of the reasonable fees and commissions payable to
      Persons other than such Person or any Affiliate of such Person and (b) the
      reasonable legal expenses and other reasonable costs and expenses directly
      related to such issuance that are to be paid by such Person; provided that Net
      Equity Proceeds shall not include any of the following: (i) any capital
      contribution from any Loan Party in the form of Equity Securities or any
      issuance or sale of Equity Securities by any Subsidiary of the Borrower to
      the
      Borrower or any of the Borrower’s Subsidiaries; (ii) any sale or issuance
      by any Loan Party to directors, officers or employees of such Loan Party or
      any
      other Loan Party of Equity Securities in the form of warrants, options or
      similar rights to acquire any other Equity Securities of such Loan Party, or
      any
      sale or issuance of Equity Securities upon the exercise of any such warrants,
      options or similar rights; (iii) the issuance by any Loan Party of Equity
      Securities in connection with the formation of Subsidiaries pursuant to
      transactions otherwise permitted pursuant to Sections 6.2(d) and 6.2(e) of this
      Agreement; and (iv) the issuance of Equity Securities by the Borrower to
      the Investor.




55


“ Net
      Income ”
means,
      with respect to any fiscal period, the net income of the Borrower and its
      Subsidiaries determined on a consolidated basis in accordance with GAAP,
      consistently applied.




“ Net
      Insurance Proceeds ”
means
      an amount equal to: (a) any cash payments or proceeds received by any of
      the Borrower or its Subsidiaries under any casualty insurance policy in respect
      of a covered loss thereunder with respect to any Property, minus (b)(i) any actual costs incurred by such Loan Party in connection with the
      adjustment or settlement of any claims of such Loan Party in respect thereof
      (including reasonable fees and expenses of counsel), and (ii) provisions
      for all taxes payable as a result of such event.




“ Non-Eligible
      FBO ”
means
      any of the FBOs located at the following airports: (i) Teterboro Airport in
      New Jersey; (ii) Chicago Midway Airport in Illinois; (iii) McCarran
      International Airport in Nevada; (iv) Philadelphia International Airport in
      Pennsylvania; (v) John Wayne Airport in Orange County, California;
      (vi) Louisville International Airport in Kentucky; (vii) Pittsburgh
      International Airport in Pennsylvania; (viii) Republic Airport in New York,
      (ix) Houston Hobby Airport in Texas; (x) Palm Springs Airport in
      California, (xi) Aspen/Pitken County Airport in Colorado, (xii) Kelly
      Air Force Base Airport in Texas, (xiii) Austin-Bergtrom International
      Airport in Texas, (xiv) Palwaukee Municipal Airport in Illinois,
      (xv) Wiley Post Airport in Oklahoma and (xvi) Santa Monica Airport in
      California.




“ Note ”
means
      a
      promissory note issued by the Borrower in favor of a Lender evidencing Loans
      made by such Lender, substantially in the form of Exhibit C to this
      Agreement.




“ Notice
      of Revolving Loan Conversion ”
means
      a
      request by the Borrower for a conversion of a Revolving Loan Borrowing in
      accordance with Section 2.2(c) of this
      Agreement.




“ Obligations ”
means
      all obligations, liabilities and indebtedness of every nature of any Loan Party
      from time to time owing to any Secured Party under any Loan Document including
      (i) all principal, interest, and fees, (ii) all scheduled payments due
      to the Hedging Banks under the Hedging Obligations, (iii) any amounts
      (including insurance premiums, licensing fees, recording and filing fees, and
      Taxes) the Secured Parties expend on behalf of the Borrower because the Borrower
      fails to make any such payment when required under the terms of any Transaction
      Document, and (iv) all amounts required to be paid under any
      indemnification, cost reimbursement or similar provision.




56


“ Operating
      Accounts ”
means
      the operating accounts described on Schedule
      5.26 to this
      Agreement, and any additional or replacement accounts from time to time
      established and maintained by any of the Borrower or its
      Subsidiaries.




“ Operating
      Costs ”
means,
      for any period, all actual cash costs incurred (including any capital
      expenditures made in connection with the Businesses except as expressly excluded
      below and any Taxes and cash provisions for any such Taxes) and paid by the
      Borrower and its Subsidiaries (determined on a consolidated basis by excluding
      any such payments from any of the Borrower or its Subsidiaries to another of
      the
      Borrower or any of its Subsidiaries) in connection with the operation of their
      respective businesses, but excluding (a) all Expansion Capital Expenditures
      funded with funds transferred from the Distribution Account, financed by
      Indebtedness permitted in accordance with Section
      6.2(a)(iv) of this
      Agreement or funded by equity contributions made by the Investor, (b) all
      unusual and non-recurring fees and expenses incurred during any such period,
      funded with funds transferred from the Distribution Account, financed by
      Indebtedness permitted in accordance with Section
      6.2(a)(iv) of this
      Agreement or funded by equity contributions made by the Investor, relating
      to
      the integration of businesses resulting from the General Aviation Acquisition,
      the Eagle Aviation Acquisition, the Trajen Acquisition and the Supermarine
      Acquisition, in each instance to the extent deducted in the determination of
      Net
      Income after tax and in each case as determined in accordance with GAAP, (c)
      all
      noncash charges, including, but not limited to, depreciation or obsolescence
      charges or reserves therefor, amortization of intangibles or other bookkeeping
      entries of a similar nature, (d) all payments of principal, of interest or
      of
      fees upon the Loans (whether or not constituting Mandatory Debt Service),
      (e) Investments, (f) Distributions, (g) all costs paid by Net Insurance
      Proceeds or other insurance proceeds (other than proceeds of any business
      interruption or anticipated loss in revenues insurance), and (h) payments
      to employees of the Borrower and its Subsidiaries under any employee phantom
      stock ownership plan; provided that
      such items relating to the FBO businesses of GAH, Eagle Aviation, Trajen or
      any
      Supermarine Company on a consolidated basis for the twelve-month period
      preceding the date of determination shall be included in such calculation
      without regard to whether GAH, Eagle Aviation, Trajen or each Supermarine
      Company, as the case may be, was a Loan Party during such period.




“ Operating
      Revenues ”
means,
      for any period (without duplication), all income and other amounts received
      by
      or on behalf of the Borrower and its Subsidiaries (determined on a consolidated
      basis by excluding any such amounts received by any of the Borrower or its
      Subsidiaries to another of the Borrower or any of its Subsidiaries) during
      such
      period; provided that
      Operating Revenues shall not include (i) Net Condemnation Proceeds,
      (ii) Net Debt Proceeds (including proceeds of the Loans), (iii) Net
      Equity Proceeds (without regard to the proviso to the definition thereof),
      and
      (iv)  Net Insurance Proceeds or other insurance proceeds (other than
      proceeds of any business interruption or anticipated loss in revenue insurance); provided that
      such items relating to the FBO businesses of GAH, Eagle Aviation, Trajen or
      each
      Supermarine Company on a consolidated basis for the twelve-month period
      preceding the date of determination shall be included in such calculation
      without regard to whether GAH, Eagle Aviation, Trajen or each Supermarine
      Company, as the case may be, was a Loan Party during such period.




57


“ Organizational
      Documents ”
means,
      with respect to a Loan Party, the certificate of incorporation, articles of
      incorporation, bylaws, certificate of limited partnership, articles of
      organization, operating agreement or comparable document of such Loan
      Party.




“ Original
      Loan Agreement ”
has
      the
      meaning given to that term in the Introduction to this Agreement.




“ Other
      Taxes "
      means
      any and all present or future stamp or documentary taxes or any other excise
      or
      property taxes, charges or similar levies arising from any payment made under
      this Agreement or from the execution, delivery or enforcement of, or otherwise
      with respect to, this Agreement.




“ Outstanding
      Amount ”
means,
      with respect to any Letter of Credit, the aggregate face amount of such Letter
      of Credit, as reduced by each Drawing made by the beneficiary
      thereof.




“ Outstanding
      Exposure ”
means,
      at any time, the sum of (a) the aggregate then outstanding principal amount
      of the Loans and Letter of Credit Usage and (b) following any termination
      of the Hedging Agreements upon the acceleration of the Loans in accordance
      with Section 7.2(a) of this
      Agreement or the commencement of any Bankruptcy Proceeding by or against the
      Borrower, (i) any Hedging Termination Obligations then due to the Hedging
      Banks or (ii) as to any Hedging Bank that is prevented from terminating a
      Hedging Agreement by the automatic stay or any other stay in any Bankruptcy
      Proceeding by or against the Borrower, the amount of any Hedging Termination
      Obligations that would have been then due to such Hedging Bank if such Hedging
      Agreement had been terminated as of the commencement of such Bankruptcy
      Proceeding; provided ,
      that
      for the purpose only of determining the voting or approval rights of the Lenders
      under this Agreement and the other Loan Documents or in the context of the
      definition of “Required Lenders”, if the Outstanding Exposure of Macquarie Bank
      Limited and its Affiliates as so calculated at any time exceeds 30% of the
      aggregate Outstanding Exposure, only that portion of such amounts held by
      Macquarie Bank Limited and its Affiliates as equals 30% of the aggregate
      Outstanding Exposure shall be included in such calculation.




“ PBGC ”
means
      the Pension Benefit Guaranty Corporation.




“ Permitted
      Indebtedness ”
has
      the
      meaning given to that term in Section 6.2(a) of this
      Agreement.




58


“ Permitted
      Investments ”
means
      (i) marketable direct obligations of the United States of America;
      (ii) marketable obligations directly and fully guaranteed as to interest
      and principal by the United States of America; (iii) demand deposits with
      the Collateral Agent, and time deposits, certificates of deposit and banker’s
      acceptances issued by (x) the Collateral Agent, so long as its long-term
      debt securities are rated “A” or better by S&P and “A2” or better by
      Moody’s, or (y) any member bank of the Federal Reserve System which is
      organized under the laws of the United States of America or any political
      subdivision thereof or under the laws of Canada, Switzerland or any country
      which is a member of the European Union having a combined capital and surplus
      of
      at least $500 million and having long-term unsecured debt securities rated
“A”
or better by S&P and “A2” or better by Moody’s; (iv) commercial paper
      or tax-exempt obligations given the highest rating by S&P and Moody’s;
      (v) obligations of the Collateral Agent meeting the requirements of
      clause (iii) above or any other bank meeting the requirements of
      clause (iii) above, in respect of the repurchase of obligations of the type
      as described in clauses (i) and (ii) above, provided that
      such repurchase obligations shall be fully secured by obligations of the type
      described in said clauses (i) and (ii) above, and the possession of such
      obligations shall be transferred to, and segregated from other obligations
      owned
      by, the Collateral Agent or such other bank; (vi) a money market fund or a
      qualified investment fund (including any such fund for which the Collateral
      Agent or any Affiliate thereof acts as an advisor or a manager) given one of
      the
      two highest long-term ratings available from S&P and Moody’s, including any
      fund for which the Collateral Agent or an Affiliate of the Collateral Agent
      serves as an investment advisor, administrator, shareholder servicing agent,
      custodian or subcustodian, notwithstanding that (A) the Collateral Agent or
      an
      Affiliate of the Collateral Agent charges and collects fees and expenses from
      such funds for services rendered (provided that such charges, fees and expenses
      are on terms consistent with terms negotiated at arm’s length) and (B) the
      Collateral Agent charges and collects fees and expenses for services rendered
      pursuant to the Collateral Agency Agreement; and (vii) eurodollar
      certificates of deposit issued by the Collateral Agent meeting the requirements
      of clause (iii) above or any other bank meeting the requirements of
      clause (iii) above. In no event shall any cash in the Accounts be invested
      in any obligation, certificate of deposit, acceptance, commercial paper or
      instrument which by its terms matures more than ninety (90) days after the
      date of investment, unless the Collateral Agent or a bank meeting the
      requirements of clause (iii) above shall have agreed to repurchase such
      obligation, certificate of deposit, acceptance, commercial paper or instrument
      at its purchase price plus earned interest within no more than ninety
      (90) days after its purchase. With respect to any rating requirement set
      forth above, if the relevant issuer is rated by either S&P or Moody’s, but
      not both, then only the rating of such rating agency shall be utilized for
      the
      purpose of this definition.




“ Permitted
      Liens ”
has
      the
      meaning given to that term in Section 6.2(b) of this
      Agreement.




“ Permitted
      Subordinated Debt ”
means
      unsecured Indebtedness of any of the Borrower or its Subsidiaries in the form
      of
      loans to such Loan Party from an Investor or an Affiliate thereof, so long
      as
      (a) such obligations of such Loan Party are (i) unsecured and do not
      permit the holder of such Indebtedness to accelerate the principal amount
      thereof upon default, (ii) evidenced by an instrument or instruments
      subordinated to the rights of the Lenders containing provisions substantially
      in
      the form of Exhibit E to this
      Agreement, and (iii) payable solely from amounts distributable to the
      Borrower from the Distribution Account pursuant to Section 5.05 of the
      Collateral Agency Agreement, and (b) the Borrower or such other Loan Party
      retains the sole right to take any action, or refrain from taking any action,
      with respect to the business, affairs and properties of such Loan Party; provided that the
      agreement between such Loan Party and the holder of such Indebtedness may
      provide that such Loan Party will not, without the consent of such holder,
      enter
      into any agreement that affects the right of such holder to receive payments
      in
      accordance with the foregoing clause (iii).




“ Person ”
means
      any individual, corporation, cooperative, partnership, joint venture,
      association, joint-stock company, limited liability company, other entity,
      trust, unincorporated organization or Governmental Authority or other entity
      of
      whatever nature.




“ Plan ”
means
      any employee pension benefit plan (other than a Multiemployer Plan) subject
      to
      the provisions of Title IV of ERISA or Section 412 of the IRC or
      Section 302 of ERISA, and in respect of which the Borrower or any ERISA
      Affiliate is (or, if such plan were terminated, would under Section 4069 of
      ERISA be deemed to be) an “employer” as defined in Section 3(5) of
      ERISA.




59


“ Pledge
      Agreements ”
means,
      collectively, (a) the share pledge agreement dated as of December 12, 2005
      by the Investor in favor of the Collateral Agent granting a first-priority
      security interest in the Equity Securities of the Borrower, (b) each pledge
      agreement delivered by the Borrower or any Subsidiary of the Borrower in favor
      of the Collateral Agent granting a security interest in the Equity Securities
      of
      the Subsidiaries of the Borrower as a condition to the Borrowing of Loans,
      (c) any pledge agreement executed and delivered after the Closing Date by
      the Investor in favor of the Collateral Agent granting a first-priority security
      interest in the Equity Securities of the Borrower, and (d) any pledge
      agreement executed and delivered after the Closing Date by the Borrower or
      any
      Subsidiary of the Borrower in favor of the Collateral Agent granting a security
      interest in the Equity Securities of any additional or substituted Subsidiaries
      of the Borrower in accordance with Section 6.1(k) of this
      Agreement.




“ Prime
      Rate ”
means
      (i) for purposes of calculating the interest rate with respect to a Base Rate
      Revolving Loan, the rate of interest per annum publicly announced from time
      to
      time by the Revolving Loan Lender as its “prime rate” or “base rate” in effect
      on such day at its principal office in New York; and (ii) for any other purpose,
      the rate of interest per annum publicly announced from time to time by the
      Administrative Agent as its “prime rate” or “base rate” in effect on such day at
      its principal office in New York City. Any change in the Prime Rate announced
      by
      the Administrative Agent shall take effect on the day specified in the public
      announcement of such change.




“ Proceeds ”
means
      “proceeds” as such term is defined in the UCC or under other relevant law and,
      in any event, shall include, but shall not be limited to, (i) any and all
      proceeds of, or amounts (in whatsoever form, whether cash, securities, property
      or other assets) received under or with respect to, any insurance, indemnity,
      warranty or guaranty payable to the Borrower from time to time, and claims
      for
      insurance, indemnity, warranty or guaranty effected or held for the benefit
      of
      the Borrower, in each case with respect to any of the Collateral, (ii) any
      and all payments (in any form whatsoever, whether cash, securities,
      property or other assets) made or due and payable to the Borrower from time
      to
      time in connection with any requisition, confiscation, condemnation, seizure
      or
      forfeiture of all or any part of the Collateral by any Governmental Authority
      (or any person acting under color of Governmental Authority), and (iii) any
      and all other amounts (in any form whatsoever, whether cash, securities,
      property or other assets) from time to time paid or payable under or in
      connection with any of the Collateral (whether or not in connection with the
      sale, lease or other disposition of the Collateral).




“ Property ”
means
      any interest in any kind of property or asset, whether real, personal or mixed,
      or tangible or intangible.




“ Proportional
      EBITDA Contribution ”
means,
      with respect to any prepayment of the Loans as permitted by the last paragraph
      of Section
      7.1 of this
      Agreement, a percentage equal to the highest of (i) the projected EBITDA of
      the
      affected FBO(s) set forth in the Base Case Projections for the fiscal year
      following such prepayment divided by the aggregate projected EBITDA of all
      FBOs
      set forth in the Base Case Projections for such fiscal year; (ii) the EBITDA
      of
      the affected FBO(s) for the fiscal year immediately preceding such prepayment,
      divided by the aggregate EBITDA of all FBOs for such fiscal year; and (iii)
      the
      average EBITDA of the affected FBO(s) for the three successive fiscal years
      immediately preceding such prepayment, divided by the average aggregate EBITDA
      of all FBOs for such three-year period.




60


“ Pro
      Rata Share ”
means,
      with respect to each Term Loan Lender, at any time, a fraction (expressed as
      a
      percentage), the numerator of which is the amount of the Term Loan Commitment
      of
      such Lender at such time, and the denominator of which is the amount of the
      aggregate Term Loan Commitments, of all Term Loan Lenders, at such time. The
      initial Pro Rata Share of each Term Loan Lender as to its Term Loan Commitment
      is set forth opposite the name of such Lender on Schedule 2.1 to this
      Agreement or Assignment and Assumption pursuant to which such Lender becomes
      a
      party to this Agreement, as applicable.




“ Prudent
      Industry Practice ”
means,
      at a particular time, any of the practices, methods, standards and acts
      (including the practices, methods and acts engaged in or approved by a
      significant portion of the relevant aviation services industry relating to
      the
      FBO Leases, Managements Contracts or the Heliport Contract, as applicable,
      in
      the United States) that, at a particular time, in the exercise of reasonable
      judgment in light of the facts known at the time a decision was made, could
      reasonably have been expected to accomplish the desired result consistent with
      good business practices, reliability, economy, safety and expedition, and which
      practices, methods, standards and acts generally conform to operation and
      maintenance standards recommended by an FBO operator’s or airport manager's, as
      applicable, equipment suppliers and manufacturers, applicable facility design
      limits and applicable governmental approvals and law. “Prudent Industry
      Practice” is not intended to be limited to the optimum practice or method to the
      exclusion of others, but rather to be a spectrum of possible but reasonable
      practices and methods.




" Quarterly
      Funds Transfer Date "
      means
      the last Business Day of each March, June, September and December occurring
      after the Refinancing Term Loan Disbursement Date.




“ Receivables ”
means,
      at any time, all of the accounts owing to the Borrower and its Subsidiaries
      or
      any of them, net of any charges or reserves against such accounts in accordance
      with GAAP, as determined by reference to the most recent monthly operating
      reports of the Borrower and its Subsidiaries, less any account (to the extent
      not already accounted for in the charge or reserve against doubtful accounts)
      that is not paid within 90 days after the invoice date.




“ Reference
      Debt ”
means
      with respect to any Person, the long-term unsecured Indebtedness of such Person
      not benefiting from any guarantee, support agreement or other credit
      enhancement.




“ Reference
      Rate ” means,
      as
      of any date, three-month LIBOR determined as
      of
      approximately 11:00 a.m. (London time) on such date.




“ Refinancing
      Term Loan ”
has
      the
      meaning specified in Section
      2.1(a) of this
      Agreement.




“ Refinancing
      Term Loan Commitment ”
means,
      with respect to each Term Loan Lender, the commitment of such Term Loan Lender
      to make Refinancing Term Loans to the Borrower pursuant to Section 2.1 of this
      Agreement, in an aggregate principal amount at any one time outstanding not
      to
      exceed the amount set forth opposite such Term Loan Lender ’ s
      name on Schedule 2.1 attached
      to this Agreement under the heading “Refinancing Term Loan Commitment” or in the
      Assignment and Assumption pursuant to which such Term Loan Lender becomes a
      party hereto, as applicable, as such amount may be adjusted from time to time
      in
      accordance with this Agreement.




61


“ Refinancing
      Term Loan Commitment Period ”
means,
      with respect to the Refinancing Term Loan Commitments, the period from and
      including the Closing Date under, and as defined in, the Original Loan
      Agreement, to the earliest to occur of (a) January 9, 2006, (b) the
      date on which the Available Refinancing Term Loan Commitments are reduced to
      zero, and (c) the date of termination of the aggregate Refinancing Term
      Loan Commitments.




“ Refinancing
      Term Loan Disbursement Date ”
means
      December 14, 2005, the date of the Borrowing of the Refinancing Term
      Loans.




“ Refinancing
      Term Loan Lender ”
means
      (a) on the Closing Date, the holders of Refinancing Term Loan Commitments as
      set
      forth on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Refinancing Term Loan Commitments after giving effect to any assignments
      permitted by Section
      10.4 of this
      Agreement.




“ Reimbursement
      Obligations ”
means,
      at any time, the obligation of the Borrower with respect to any of the Letters
      of Credit to reimburse amounts paid by the Issuing Bank with respect to any
      Drawing under such Letter of Credit.




“ Reportable
      Event ”
has
      the
      meaning given to that term in Section 4043(c) of ERISA and applicable
      regulations thereunder other than an event as to which the reporting
      requirements have by regulation been waived; provided that
      failure to meet the minimum funding standards of Section 412 of the Code or
      Section 302 of ERISA shall be a Reportable Event.




“ Required
      Lenders ”
means,
      at any time, (a) Lenders (and, to the extent applicable, Hedging Banks) holding
      662⁄3% or more of the aggregate then Outstanding Exposure ( provided ,
      that
      for the avoidance of doubt, such percentage shall take into account the proviso
      in the definition of the term “Outstanding Exposure”) or (b) if there are
      no Loans or Letter of Credit Usage outstanding, Lenders holding 662⁄3% or more of
      the aggregate Commitments.




“ Responsible
      Officer ”
means,
      (i) when used with respect to the Borrower or any other Loan Party, the chief
      executive officer, president, chief financial officer, treasurer or assistant
      treasurer of such Person authorized by the board of directors of such Person
      to
      act on behalf of such Person in respect of the Loan Documents and notified
      in
      writing to the Administrative Agent; and (ii) when used with respect to the
      Collateral Agent, any officer within the corporate trust department of the
      Collateral Agent, including any vice president, assistant vice president,
      treasurer, assistant treasurer, trust officer or any other officer of the
      Collateral Agent who customarily performs functions similar to those performed
      by the persons who at the time shall be such officers, respectively, or to
      whom
      any corporate trust matter is referred because of such person's knowledge of
      and
      familiarity with the particular subject and who shall have direct responsibility
      for the administration of the Collateral Agency Agreement. Any document or
      certificate hereunder that is signed by a Responsible Officer shall be
      conclusively presumed to have been authorized by all necessary corporate,
      partnership and/or other action on the part of the Borrower or other applicable
      Person.




62


“ Restoration ”
means,
      in the case of any Event of Loss, the restoration, repair, replacement or
      rebuilding of the affected Property subject to the Event of Loss, as nearly
      as
      practicable to its value, condition and character immediately prior to such
      Event of Loss, with such alterations and additions as may be made by the
      applicable Loan Party, pursuant to and subject to any restoration plan approved
      by the Administrative Agent in the case of any Material Loss.




“ Restoration
      Plan ”
means,
      in the case of any Material Loss, a plan for the Restoration of the affected
      Property, certified by a Responsible Officer of the Borrower, demonstrating
      that
      (i) the Restoration is technically feasible and can be completed within a
      reasonable period of time consistent with the nature and extent of the Event
      of
      Loss, (ii) all Governmental Approvals required for the Restoration have
      been obtained or can be obtained in due course, and (iii) the Restoration
      will not result in a termination, cancellation, revocation or other invalidity
      or impairment of any material Governmental Approval, any FBO Lease, any
      Management Contract, the Heliport Contract or any other Material Contract,
      as
      applicable.




“ Revolver
      Default ”
means
      any event or occurrence, which, with the passage of time or the giving of notice
      or both, would become a Revolver Event of Default.




“ Revolver
      Event of Default ”
means
      any event or circumstance which would constitute an Event of Default hereunder,
      if the terms of this Agreement and the other Loan Documents were interpreted
      without giving effect to any amendment, waiver or consent granted or agreed
      to
      by the Required Lenders pursuant to Section 10.1 of this
      Agreement (unless the Revolving Loan Lender approves any such amendment, waiver
      or consent in writing); provided that
      (i) with respect to any event or circumstance that constituted a Default or
      Event of Default at the time of any such amendment, waiver or consent, such
      event or circumstance shall not constitute a Revolver Event of Default unless
      the Revolving Loan Lender has given notice of the exercise of its rights under Section
      7.2(b) of this
      Agreement within 15 days after written notice of the effectiveness of the
      amendment, waiver or consent granted or agreed to by the Required Lenders,
      and
      (ii) any other event or circumstance shall not constitute a Revolver Event
      of Default unless the Revolving Loan Lender has advised the Borrower and the
      Administrative Agent in writing within 15 days after written notice of the
      effectiveness of the amendment, waiver or consent relating thereto that the
      Revolving Loan Lender will require compliance with the terms of this Agreement
      without reference to such amendment, waiver or consent. If notice is required
      by
      any term of this Agreement as a condition to the existence of an Event of
      Default, for purposes of a Revolver Event of Default, notice from the Revolving
      Loan Lender shall constitute such notice, the term of any such provision to
      the
      contrary notwithstanding.




“ Revolving
      Loan ”
has
      the
      meaning specified in Section 2.2(a) of this
      Agreement.




“ Revolving
      Loan Borrowing ”
means
      a
      borrowing consisting of Revolving Loans made by the Revolving Loan Lender
      pursuant to this Agreement.




63


“ Revolving
      Loan Borrowing Request ”
means
      a
      request by the Borrower for a Revolving Loan Borrowing in accordance with Section 2.2 of this
      Agreement.




“ Revolving
      Loan Commitment ”
means
      the commitment of the Revolving Loan Lender to make Revolving Loans to the
      Borrower pursuant to Section 2.2 of this
      Agreement (and thereafter to make additional Revolving Loans to reimburse
      Drawings under Letters of Credit pursuant to Section
       2.13 of this
      Agreement), in an aggregate principal amount at any one time outstanding not
      to
      exceed $5,000,000 (which amount shall be inclusive of the Letter of Credit
      Sublimit), as such amount may be adjusted from time to time in accordance with
      this Agreement.




“ Revolving
      Loan Commitment Period ”
means,
      with respect to the Revolving Loan Commitment, the period from and including
      the
      Closing Date to the earliest to occur of (a) the Revolving Loan Commitment
      Termination Date, (b) the date on which the Available Revolving Loan
      Commitments are reduced to zero, and (c) the date of termination of the
      aggregate Revolving Loan Commitments.




“ Revolving
      Loan Commitment Termination Date ”
means
      the date that is five (5) days prior to the Maturity Date; provided that if
      such date is a day other than a Business Day, the Revolving Loan Commitment
      Termination Date shall be the next succeeding Business Day unless such next
      succeeding Business Day falls in the next calendar month, in which case the
      Revolving Loan Commitment Termination Date shall be the immediately preceding
      Business Day.




“ Revolving
      Loan Lender ”
means
      Mizuho Corporate Bank, Ltd., and any permitted successor thereto.




“ Secured
      Parties ”
means
      collectively, the Collateral Agent, the Securities Intermediary, the
      Administrative Agent, the Lenders, the Issuing Bank, and the Hedging
      Banks.




“ Securities
      Account ”
has
      the
      meaning specified in Section 5.10 of the
      Collateral Agency Agreement.




“ Securities
      Act ”
means
      the Securities Act of 1933, as amended.




“ Securities
      Intermediary ”
means
      The Bank of New York, a New York banking corporation, in its capacity as
      securities intermediary under the Collateral Agency Agreement, or any Person
      appointed to replace such Person with the authority to exercise and perform
      the
      rights and duties of the Securities Intermediary under the Collateral Agency
      Agreement.




“ Security
      Agreement ”
means
      the Security Agreement, dated as of December 12, 2005, between the Borrower
      and
      the Collateral Agent for the benefit of the Secured Parties, as well as each
      security agreement delivered in accordance with Section 6.1(k) of this
      Agreement.




“ Security
      Documents ”
means
      the Collateral Agency Agreement, the Security Agreement, the Subsidiary Security
      Agreement, together with any joinders thereto, the Executive Intellectual
      Property Security Agreement, the Trajen Intellectual Property Security
      Agreement, the Pledge Agreements, the Subsidiary Guaranty and the Contribution
      Agreement, together with any joinders thereto, each leasehold mortgage or
      leasehold deed of trust from time to time recorded with the appropriate
      recording office with respect to the assignment of leasehold interest in each
      of
      the FBO Leases, each control agreement entered into with a depositary
      institution or securities intermediary, each consent or acknowledgment by an
      Airport Authority regarding the collateral assignment of the rights and
      obligations of the applicable Loan Party pursuant to the relevant FBO Lease
      and/or the equity interests of such Loan Party, and all other instruments,
      agreements, certificates, opinions and documents (including Uniform Commercial
      Code financing statements and fixture filings and landlord waivers) delivered
      to
      the Collateral Agent or any Lender in connection with any Collateral or to
      secure the Obligations.




64


“ Solvent ”
means,
      with respect to any Person on any date, that on such date (a) the fair
      value of the Property of such Person is greater than the fair value of the
      liabilities (including contingent, subordinated, matured and unliquidated
      liabilities) of such Person, (b) the present fair saleable value of the
      assets of such Person is greater than the amount that will be required to pay
      the probable liability of such Person on its debts as they become absolute
      and
      matured, (c) such Person does not intend to, and does not believe that it
      will, incur debts or liabilities beyond such Person’s ability to pay as such
      debts and liabilities mature and (d) such Person is not engaged in or about
      to engage in business or transactions for which such Person’s Property would
      constitute an unreasonably small capital.




“ Special
      Reserve Account ”
means
      the “Special Reserve Account” established and created in the name of the
      Collateral Agent pursuant to Section 5.01 of the
      Collateral Agency Agreement.




“ S&P ”
or
      “ Standard
      & Poor’s ”
means
      Standard & Poor’s Rating Service, a division of The McGraw-Hill Companies,
      Inc. or any successor thereto.




“ Subsidiary ”
of
      any
      Person means (a) any corporation of which the required percentage of the
      issued and outstanding Equity Securities having ordinary voting power to elect
      a
      majority of the board of directors of such corporation (irrespective of whether
      at the time capital stock of any other class or classes of such corporation
      shall or might have voting power upon the occurrence of any contingency) is
      at
      the time directly or indirectly owned or controlled by such Person, by such
      Person and one or more of its other Subsidiaries or by one or more of such
      Person’s other Subsidiaries, (b) any partnership, joint venture, limited
      liability company or other association of which the required percentage of
      the
      equity interest having the power to vote, direct or control the management
      of
      such partnership, joint venture or other association is at the time owned and
      controlled by such Person, by such Person and one or more of the other
      Subsidiaries or by one or more of such Person’s other Subsidiaries or
      (c) any other Person included in the Financial Statements of such Person on
      a consolidated basis. Unless otherwise indicated in this Agreement, “Subsidiary”
means a Subsidiary of the Borrower.




“ Subsidiary
      Guaranty ”
means
      that certain Subsidiary Guaranty dated as of December 12, 2005 and executed
      by
      each Subsidiary of the Borrower in favor of the Secured Parties.




“ Subsidiary
      Security Agreement ”
means
      that certain Subsidiary Security Agreement dated as of December 12, 2005 and
      executed by each Subsidiary of the Borrower and the Collateral Agent on behalf
      of the Secured Parties.




65


“ Supermarine
      Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      the Supermarine Companies by the Investor pursuant to the Supermarine Purchase
      Agreements (as listed in Schedule
      A-3 hereto)
      and the assignment of 100% of the ownership interest in such Equity Securities
      by the Investor to the Borrower or a Subsidiary of the Borrower.




“ Supermarine
      Acquisition Term Loan ”
has
      the
      meaning specified in Section
      2.1(a) of this
      Agreement.




“ Supermarine
      Acquisition Term Loan Commitment ”
means,
      with respect to each Term Loan Lender, the commitment of such Term Loan Lender
      to make Supermarine Acquisition Term Loans to the Borrower pursuant to Section 2.1 of this
      Agreement, in an aggregate principal amount at any one time outstanding not
      to
      exceed the amount set forth opposite such Term Loan Lender ’ s
      name on Schedule 2.1 attached
      to this Agreement under the heading “Supermarine Acquisition Term Loan
      Commitment” or in the Assignment and Assumption pursuant to which such Term Loan
      Lender becomes a party hereto, as applicable, as such amount may be adjusted
      from time to time in accordance with this Agreement.




“ Supermarine
      Acquisition Term Loan Commitment Period ”
means,
      with respect to the Supermarine Acquisition Term Loan Commitments, the period
      from and including the Amendment Closing Date to the earliest to occur of
      (a) June 20, 2007, (b) the date on which the Available Supermarine
      Acquisition Term Loan Commitments are reduced to zero, and (c) the date of
      termination of the aggregate Acquisition Supermarine Term Loan Commitments
      in
      accordance with this Agreement.




“ Supermarine
      Acquisition Term Loan Disbursement Date ”
means
      the date of the Borrowing of Supermarine Acquisition Term Loans the proceeds
      of
      which will finance a portion of the acquisition and related costs in connection
      with the Supermarine Acquisition.




“ Supermarine
      Acquisition Term Loan Lender ”
means
      (a) on the Amendment Closing Date, the holders of the Supermarine Acquisition
      Term Loan Commitments as set forth on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Supermarine Acquisition Term Loan Commitments after giving effect to any
      assignments permitted by Section
      10.4 of this
      Agreement.




“ Supermarine
      Companies ”
means,
      collectively, Supermarine of Santa Monica, Supermarine of Stewart, ACS,
      Supermarine Investors, and any Subsidiaries thereof.




“ Supermarine
      FBO Leases ”
means,
      collectively, the leases or use agreements with or on behalf of the relevant
      Airport Authorities, and other real property leases and related agreements
      with
      the relevant Airport Authorities associated therewith, relating to the fixed
      base operations of the Supermarine Companies, as set forth in Schedule
      A-1 .




“ Supermarine
      Investors ”
means
      Supermarine Investors, Inc., a California corporation.




“ Supermarine
      of Santa Monica ”
means
      Supermarine of Santa Monica, LP, a California limited partnership.




66


“ Supermarine
      of Stewart ”
means
      Supermarine of Stewart, LLC, a Delaware limited liability company.




“ Supermarine
      Pro Forma Schedules ”
has
      the
      meaning specified in Section
      4.4(f) of this
      Agreement.




“ Supermarine
      Pro Forma Schedules ”
has
      the
      meaning specified in Section
      4.4(f) of this
      Agreement.




“ Supermarine
      Purchase Agreements ”
means,
      collectively, (i) the Business Purchase Agreement, entered into as of
      December 21, 2006, by and among David G. Price, individually and as trustee
      for
      the David G. Price 2006 Family Trust dated January 13, 2006, Dallas P. Price-Van
      Breda , individually
      and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3,
      2006 ,
      and
      Supermarine Aviation, Limited, each as a seller, and Macquarie FBO Holdings
      LLC,
      as the buyer; and (ii) the Membership Interest Purchase Agreement, entered
      into as of December 21, 2006, by and among David G. Price, as the seller, and
      Macquarie FBO Holdings LLC, as the buyer.




“ Tax ”
or
      “ Taxes ”
means
      all present or future fees, taxes (including income taxes, sales taxes, use
      taxes, stamp taxes, value-added taxes, excise taxes, *ad
      valorem* taxes
      and property taxes (personal and real, tangible and intangible)), levies,
      assessments, withholdings and other charges and impositions of any nature,
      plus
      all related interest, penalties, fines and additions to tax, now or hereafter
      imposed by any federal, state, local or foreign government or other taxing
      authority.




“ Technical
      Advisor ”
means
      Leigh Fisher Associates, a division of Jacobs Consulting Inc., or any other
      firm
      reasonably acceptable to the Borrower as the Administrative Agent shall
      designate.




“ Term
      Loan ”
has
      the
      meaning specified in Section
      2.1(a) of this
      Agreement.




“ Term
      Loan Borrowing ”
means
      the borrowing consisting of Term Loans made or to be made by the Term Loan
      Lenders pursuant to this Agreement.




“ Term
      Loan Borrowing Request ”
means
      a
      request by the Borrower for a Term Loan Borrowing in accordance with Section 2.1 of this
      Agreement.




“ Term
      Loan Commitment ”
means,
      with respect to each Term Loan Lender, the Refinancing Term Loan Commitment,
      the
      Trajen Acquisition Term Loan Commitment and the Supermarine Acquisition Term
      Loan Commitment.




“ Term
      Loan Commitment Period ”
means
      the Refinancing Term Loan Commitment Period, the Trajen Acquisition Term Loan
      Commitment Period and the Supermarine Acquisition Term Loan Commitment
      Period.




“ Term
      Loan Lender ”
means
      (a) on the Closing Date, the holders of Term Loan Commitments as set forth
      on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Term Loan Commitments after giving effect to any assignments permitted by Section 10.4 of this
      Agreement.




67


“ Total
      Funded Debt ”
means,
      as of any date of determination, with respect to the Borrower and its
      Subsidiaries on a consolidated basis, the outstanding Obligations under this
      Agreement.




“ Trajen ”
means
      Trajen Holdings, Inc., a Delaware corporation.




“ Trajen
      Acquisition ”
means
      the consummation of the purchase of all of the outstanding Equity Securities
      of
      Trajen by the Investor pursuant to the Trajen Purchase Agreement (as defined
      in Schedule
      A-3 hereto)
      and the assignment of 100% of the ownership interest in such Equity Securities
      by the Investor to the Borrower.




“ Trajen
      Acquisition Term Loan ”
has
      the
      meaning specified in Section
      2.1(a) of this
      Agreement.




“ Trajen
      Acquisition Term Loan Commitment ”
means,
      with respect to each Term Loan Lender, the commitment of such Term Loan Lender
      to make Trajen Acquisition Term Loans to the Borrower pursuant to Section 2.1 of this
      Agreement, in an aggregate principal amount at any one time outstanding not
      to
      exceed the amount set forth opposite such Term Loan Lender ’ s
      name on Schedule 2.1 attached
      to this Agreement under the heading “Trajen Acquisition Term Loan Commitment” or
      in the Assignment and Assumption pursuant to which such Term Loan Lender becomes
      a party hereto, as applicable, as such amount may be adjusted from time to
      time
      in accordance with this Agreement.




“ Trajen
      Acquisition Term Loan Commitment Period ”
means,
      with respect to the Trajen Acquisition Term Loan Commitments, the period from
      and including the Closing Date (as defined in this Agreement) to the earliest
      to
      occur of (a) December 31, 2006, (b) the date on which the Available
      Acquisition Term Loan Commitments are reduced to zero, and (c) the date of
      termination of the aggregate Acquisition Term Loan Commitments.




“ Trajen
      Acquisition Term Loan Disbursement Date ”
means
      the date of the Borrowing of Trajen Acquisition Term Loans the proceeds of
      which
      will finance a portion of the acquisition and related costs in connection with
      the Trajen Acquisition.




“ Trajen
      Acquisition Term Loan Lender ”
means
      (a) on the Closing Date, the holders of the Trajen Acquisition Term Loan
      Commitments as set forth on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Trajen Acquisition Term Loan Commitments after giving effect to any assignments
      permitted by Section
      10.4 of this
      Agreement.




“ Trajen
      FBO Leases ”
means,
      collectively, the leases or use agreements with or on behalf of the relevant
      Airport Authorities, and other real property leases and related agreements
      with
      the relevant Airport Authorities associated therewith, relating to the fixed
      base operations of Trajen and any of Trajen's Subsidiaries, as set forth in Schedule
      A-1 .




68


“ Trajen
      Intellectual Property Security Agreement ”
has
      the
      meaning specified in Section
      4.3(a)(i)(D) of this
      Agreement.




“ Trajen
      Pro Forma Schedules ”
has
      the
      meaning specified in Section
      4.2(f) of this
      Agreement.




“ Type ”
means,
      with respect to any Loan or Borrowing at any time, the classification of such
      Loan or Borrowing in accordance with the type of interest rate it then bears,
      whether an interest rate based upon the Base Rate or LIBOR.




“ Uniform
      Commercial Code ”
or
      “ UCC ”
means
      the New York Uniform Commercial Code, as in effect from time to
      time.




“ Waiver
      and Amendment ”
means
      the Waiver and Second Amendment to Amended and Restated Loan Agreement
      (Supermarine Acquisition Facility), dated as of February 13, 2007, among the
      Borrower, the Lenders signatory thereto and the Administrative
      Agent.




**Rules
      of Interpretation**




1.
            Definitions
                of terms shall apply equally to the singular and plural forms of
                the terms
                defined.




2.
            The
                words "include", "includes" and "including" shall be deemed to be
                followed
                by the phrase "without limitation".




3.
            The
                word "will" shall be construed to have the same meaning and effect
                as the
                word "shall".




4.
            A
                reference to a Legal Requirement includes any amendment or modification
                to
                such Legal Requirement, and all regulations, rulings and other Legal
                Requirement promulgated under such Legal
                Requirement.




5.
            A
                reference to a Person shall be construed to include its successors
                and
                assigns.




6.
            Except
                as otherwise expressly specified, all accounting terms have the meanings
                assigned to them by GAAP, as in effect from time to
                time.




7.
            A
                reference in a document to an Article, Section, Exhibit, Schedule,
                Annex
                or Appendix is to the Article, Section, Exhibit, Schedule, Annex
                or
                Appendix of such document unless otherwise indicated. Exhibits, Schedules,
                Annexes or Appendices to any document shall be deemed incorporated
                by
                reference in such document.




8.
            Any
                definition of or reference to any agreement, instrument or other
                document
                shall be construed as referring to such agreement, instrument or
                other
                document as from time to time amended, supplemented or otherwise
                modified
                (subject to any restrictions on such amendments, supplements or
                modifications set forth in the Loan
                Documents).




69




9.
            The
                words “hereof,” “herein” and “hereunder” and words of similar import when
                used in any document shall refer to such document as a whole and
                not to
                any particular provision of such
                document.




10.
            References
                to “days” means calendar days, unless the term “Business Days” shall be
                used. References to a time of day means such time in New York, New
                York,
                unless otherwise specified.




11.
            The
                Loan Documents are the result of negotiations between, and have been
                reviewed by the Borrower, the Administrative Agent, each Lender and
                their
                respective counsel. Accordingly, the Loan Documents shall be deemed
                to be
                the product of all parties thereto, and no ambiguity shall be construed
                in
                favor of or against the Borrower, the Administrative Agent or any
                Lender.






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ATTACHMENT
      IV





Schedule
      2.1


to
      Loan
      Agreement





**Commitments
      and Pro Rata Shares**




**Lender**
            **Term
                Loan**
              **Commitment**
            
            **Term
                Loan**
              **Pro
                Rata Share**
            
            **Revolving**
              **Loan
                Commitment**
            **Revolving
                Loan**
              **Pro
                Rata Share**Mizuho
                Corporate Bank, Ltd.
            $63,333,333.34
            
            12.36%
            
            $5,000,000
            100.00%Bayerische
                Landesbank
            $68,333,333.33
            
            13.33%
            
            $0
            0.00%The
                Governor and Company Bank of Ireland
            $68,333,333.33
            
            13.33%
            
            $0
            0.00%Macquarie
                Bank Limited
            $50,000,000.00
            
            9.76%
            
            $0
            0.00%Hypo
                Public Finance USA, Inc.
            57,500,000.00
            
            11.22%
            
            $0
            0.00%DekaBank
                Deutsche Girozentrale
            50,000,000.00
            
            9.76%
            
            $0
            0.00%Norddeutsche
                Landesbank Girozentrale
            57,500,000.00
            
            11.22%
            
            $0
            0.00%Landesbank
                Hessen-Thüringen Girozentrale
            30,000,000.00
            
            5.85%
            
            $0
            0.00%Lloyds
                TSB Bank plc
            20,000,000.00
            
            3.90%
            
            $0
            0.00%United
                Overseas Bank Limited
            10,000,000.00
            
            1.95%
            
            $0
            0.00%Banco
                Santander Central Hispano, S.A., New York Branch
            37,500,000.00
            
            7.32%
            
            $0
            0.00%Total
            $512,500,000.00
            
            100%
            
            $5,000,000
            100%





71