**Execution
        Version**


LOAN
      AGREEMENT




dated
      as
      of September 27, 2007




among




ATLANTIC
      AVIATION FBO INC.


as
      Borrower ,




THE
      LENDERS, as herein defined,




and




DEPFA
      BANK plc,


as
      Administrative Agent,







DEPFA
      BANK plc


as
      Mandated Lead Arranger and Book Runner




DEPFA
      BANK plc


as
      Issuing Bank









**TABLE
      OF CONTENTS**


**Page**ARTICLE
                I
            INTERPRETATION
            
            1ARTICLE
                II
            THE
                CREDIT FACILITIES
            
            1Section
                2.1
            Term
                Loan Facility
            
            1Section
                2.2
            Capex
                Facility
            
            3Section
                2.3
            Revolving
                Loan Facility
            
            4Section
                2.4
            Interest
            
            7Section
                2.5
            Interest
                Periods
            
            8Section
                2.6
            Repayment
                of Loans
            
            8Section
                2.7
            Use
                of Proceeds of Loans
            
            9Section
                2.8
            Termination
                or Reduction of Commitments
            
            9Section
                2.9
            Prepayments
            
            10Section
                2.10
            Fees
            
            13Section
                2.11
            Evidence
                of Indebtedness; Notes
            
            13Section
                2.12
            Payments
                Generally
            
            14Section
                2.13
            Sharing
                of Payments
            
            14Section
                2.14
            Letter
                of Credit Facility
            
            15ARTICLE
                III
            TAXES
                AND YIELD PROTECTION
            
            17Section
                3.1
            Taxes
            
            17Section
                3.2
            Alternate
                Rate of Interest
            
            19Section
                3.3
            Illegality
            
            19Section
                3.4
            Increased
                Costs
            
            20Section
                3.5
            Funding
                Losses
            
            21Section
                3.6
            Duty
                to Mitigate; Replacement of Lenders
            
            21Section
                3.7
            Survival
            
            22ARTICLE
                IV
            CONDITIONS
                PRECEDENT
            
            22Section
                4.1
            Conditions
                Precedent to Borrowing of Term Loans
            
            22Section
                4.2
            Conditions
                Precedent to All Loans
            
            28Section
                4.3
            Conditions
                Precedent to Effectiveness of this Agreement and the
                Commitments
            
            29ARTICLE
                V
            REPRESENTATIONS
                AND WARRANTIES
            
            31Section
                5.1
            Due
                Incorporation, Qualification, etc
            
            31Section
                5.2
            Authority
            
            31Section
                5.3
            Enforceability
            
            31Section
                5.4
            Non-Contravention
            
            32Section
                5.5
            Approvals;
                No Other Business
            
            32Section
                5.6
            No
                Violation or Default
            
            33Section
                5.7
            Litigation
            
            33Section
                5.8
            Possession
                Under Leases; Title
            
            33Section
                5.9
            Financial
                Statements
            
            34




-i-


**TABLE
        OF CONTENTS**
 (continued)


**Page**Section
                5.10
            Creation,
                Perfection and Priority of Liens
            
            34Section
                5.11
            Equity
                Securities
            
            34Section
                5.12
            No
                Agreements to Sell Assets; Etc
            
            35Section
                5.13
            Employee
                Benefit Plans
            
            35Section
                5.14
            Other
                Regulations
            
            36Section
                5.15
            Patent
                and Other Rights
            
            36Section
                5.16
            Governmental
                Charges
            
            36Section
                5.17
            Margin
                Stock
            
            37Section
                5.18
            Subsidiaries,
                Etc
            
            37Section
                5.19
            Solvency,
                Etc
            
            37Section
                5.20
            Labor
                Matters
            
            37Section
                5.21
            Contracts
            
            38Section
                5.22
            No
                Material Adverse Effect
            
            39Section
                5.23
            Accuracy
                of Information Furnished
            
            39Section
                5.24
            Brokerage
                Commissions
            
            39Section
                5.25
            Policies
                of Insurance
            
            40Section
                5.26
            Project
                Accounts
            
            40Section
                5.27
            Agreements
                with Affiliates and Other Agreements
            
            40Section
                5.28
            No
                Indebtedness
            
            40Section
                5.29
            Environmental
                Matters
            
            40Section
                5.30
            Fuel
                Payment Arrangements
            
            41Section
                5.31
            Supplementation
                of Representations and Warranties
            
            41ARTICLE
                VI
            AFFIRMATIVE
                COVENANTS
            
            41Section
                6.1
            Financial
                Statements; Operating Reports; Financial Certifications
            
            41Section
                6.2
            Other
                Notices and Reports
            
            42Section
                6.3
            Books
                and Records
            
            44Section
                6.4
            Inspections
            
            44Section
                6.5
            Insurance
            
            45Section
                6.6
            Governmental
                Charges and Other Indebtedness
            
            47Section
                6.7
            Use
                of Proceeds
            
            47Section
                6.8
            General
                Business Operations
            
            47Section
                6.9
            Compliance
                with Legal Requirements and Contractual Obligations; Enforcement
                of
                Material Contracts
            
            48Section
                6.10
            Additional
                Collateral
            
            48Section
                6.11
            New
                Subsidiaries; Issuance of Additional Equity Securities
            
            48Section
                6.12
            Hedging
                Agreements
            
            49Section
                6.13
            Preservation
                of Security Interests
            
            49Section
                6.14
            Event
                of Loss
            
            49Section
                6.15
            Environmental
                Management System
            
            50Section
                6.16
            Further
                Assurances
            
            50




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**TABLE
        OF CONTENTS**
 (continued)


**Page**Section
                6.17
            Assignment
                of Material FBO Leases
            
            50Section
                6.18
            Extension
                of Material Contracts
            
            51Section
                6.19
            Pledge
                of Equity Securities of Subsidiaries
            
            51Section
                6.20
            Disposal
                of Aviation Maintenance Services Business
            
            51ARTICLE
                VII
            NEGATIVE
                COVENANTS
            
            52Section
                7.1
            Indebtedness
                and Guarantee Obligations
            
            52Section
                7.2
            Liens,
                Negative Pledges
            
            52Section
                7.3
            Asset
                Dispositions
            
            54Section
                7.4
            Mergers,
                Acquisitions, Etc
            
            55Section
                7.5
            Investments
            
            55Section
                7.6
            Change
                in Business
            
            55Section
                7.7
            Payments
                of Indebtedness
            
            55Section
                  7.8
            ERISA
            
            55Section
                7.9
            Transactions
                With Affiliates
            
            56Section
                7.10
            Accounting
                Changes
            
            56Section
                7.11
            Amendments
                of Material Documents
            
            57Section
                7.12
            Joint
                Ventures
            
            57Section
                7.13
            Management
                Fees; MIC Cost Allocations
            
            57Section
                7.14
            Jurisdiction
                of Formation
            
            57Section
                7.15
            Sales
                and Leaseback; Off-Balance Sheet Financing
            
            57Section
                7.16
            Expansion
                Capital Expenditures
            
            58ARTICLE
                VIII
            EVENTS
                OF DEFAULT; REMEDIES
            
            58Section
                8.1
            Events
                of Default
            
            58Section
                8.2
            Remedies
                Upon Event of Default
            
            62Section
                8.3
            Waiver
                of Event of Default
            
            63ARTICLE
                IX
            PROJECT
                ACCOUNTS & FLOW OF FUNDS
            
            63Section
                9.1
            Project
                Accounts
            
            63Section
                9.2
            Material
                Project Accounts
            
            64Section
                9.3
            Cash
                Management
            
            65Section
                9.4
            Debt
                Service Reserve Required Balance
            
            65Section
                9.5
            Payments
                to Reserve Accounts and Distribution Account
            
            66Section
                9.6
            Distributions
            
            67Section
                9.7
            Payments
                from Loss Proceeds Account
            
            68ARTICLE
                X
            ADMINISTRATIVE
                AGENT
            
            69Section
                10.1
            Appointment
                and Authorization of Administrative Agent
            
            69Section
                10.2
            Delegation
                of Duties
            
            69Section
                10.3
            Liability
                of Administrative Agent
            
            69Section
                10.4
            Reliance
                by Administrative Agent
            
            70




-iii-


**TABLE
        OF CONTENTS**
 (continued)


**Page**Section
                10.5
            Notice
                of Default
            
            70Section
                10.6
            Credit
                Decision; Disclosure of Information
            
            70Section
                10.7
            Indemnification
            
            71Section
                10.8
            Administrative
                Agent in Its Individual Capacity
            
            71Section
                10.9
            Collateral
                Agency Agreement
            
            72Section
                10.10
            Successor
                Administrative Agent
            
            72Section
                10.11
            Lead
                Arrangers
            
            73ARTICLE
                XI
            HEDGING
                ARRANGEMENTS
            
            73Section
                11.1
            Hedging
                Payments
            
            73Section
                11.2
            Voluntary
                Termination
            
            73Section
                11.3
            Involuntary
                Termination or Reduction
            
            73Section
                11.4
            Hedging
                Bank Joinder Agreements
            
            74ARTICLE
                XII
            MISCELLANEOUS
            
            74Section
                12.1
            Amendments;
                Waivers
            
            74Section
                12.2
            Notices
            
            75Section
                12.3
            Expenses;
                Indemnity; Damage Waiver
            
            77Section
                12.4
            Successors
                and Assigns
            
            78Section
                12.5
            Confidentiality
            
            81Section
                12.6
            Limitation
                on Interest
            
            81Section
                12.7
            Right
                of Setoff
            
            82Section
                12.8
            Nonliability
                of Financing Parties
            
            82Section
                12.9
            Limitation
                of Recourse
            
            83Section
                12.10
            Integration
            
            83Section
                12.11
            Survival
                of Representations and Warranties
            
            83Section
                12.12
            Governing
                Law
            
            84Section
                12.13
            Submission
                To Jurisdiction; Waiver of Jury Trial
            
            84Section
                12.14
            Severability
            
            84Section
                12.15
            Headings
            
            85Section
                12.16
            Counterparts
            
            85


APPENDIX
                  A
              Definitions
                  and Rules of Interpretation
              
              A-1APPENDIX
                  B
              Form
                  of Incremental Term Loan Facility AnnexSCHEDULES:Schedule A-1
              Material
                  FBO LeasesSchedule A-2
              Material
                  ContractsSchedule
                  A-3
              Existing
                  MBL HedgesSchedule
                  A-4
              Top
                  10 FBOs
  -iv-
 **TABLE
          OF CONTENTS**
 (continued)
 **Page**Schedule 2.1
              Commitments
                  and Pro Rata SharesSchedule
                  2.7(b)
              Capital
                  ProjectsSchedule 5.5
              FBO
                  ConsentsSchedule 5.7
              Legal
                  ProceedingsSchedule 5.8
              LeasesSchedule 5.10
              Exceptions
                  as to LiensSchedule 5.13
              Employee
                  Benefit PlansSchedule 5.15
              Intellectual
                  PropertySchedule 5.16
              TaxesSchedule 5.18
              SubsidiariesSchedule 5.21
              ContractsSchedule 5.25
              InsuranceSchedule 5.26
              Bank
                  Accounts and Securities AccountsSchedule 5.27
              Agreements
                  with AffiliatesSchedule 5.28
              Existing
                  IndebtednessSchedule 5.29
              Environmental
                  MattersSchedule 7.2
              Existing
                  LiensSchedule 7.5(b)
              Existing
                  Investments


EXHIBITS :


EXHIBIT A
              Form
                  of Term Loan Borrowing RequestEXHIBIT B
              Form
                  of Capex Loan Borrowing RequestEXHIBIT C-1
              Form
                  of Revolving Loan Borrowing RequestEXHIBIT C-2
              Form
                  of Notice of Revolving Loan ConversionEXHIBIT D
              Form
                  of NoteEXHIBIT
                  E
              Form
                  of Financial Ratio CertificationEXHIBIT F
              Terms
                  of Permitted Subordinated DebtEXHIBIT G
              Form
                  of Control AgreementEXHIBIT H
              Form
                  of Assignment and AssumptionEXHIBIT I-1
              Form
                  of Collateral Agency AgreementEXHIBIT I-2
              Form
                  of Security AgreementEXHIBIT I-3
              Form
                  of Subsidiary GuarantyEXHIBIT I-4
              Form
                  of Contribution AgreementEXHIBIT I-5
              Form
                  of Subsidiary Security AgreementEXHIBIT I-6
              Form
                  of Membership Interest Pledge AgreementEXHIBIT I-7
              Form
                  of Share Pledge AgreementEXHIBIT I-8
              Form
                  of Pledge AgreementEXHIBIT
                  J
              Form
                  of Hedging Bank Joinder Agreement
  -v-





**LOAN
      AGREEMENT**




This
      LOAN
      AGREEMENT (this “ Agreement ”),
      dated
      as of September 27, 2007 among ATLANTIC AVIATION FBO INC., a Delaware
      corporation (the ” Borrower ”);
      the
      several banks and other financial institutions from time to time parties hereto
      as lenders (the “ Lenders ”),
      issuing bank or hedging banks; and DEPFA BANK plc, as Administrative Agent
      (in
      such capacity, the “ Administrative
      Agent ”).




RECITALS




A.  The
      Borrower has requested that the Lenders provide (i) term loans in connection
      with the refinancing of certain indebtedness of the Borrower and its
      Subsidiaries Mercury Air Centers, Inc. (“ Mercury ”)
      and
      SJJC Aviation Services, LLC (“ SJJC ”),
      the
      funding of a one-time distribution to the Investor to enable the repayment
      of
      certain indebtedness incurred by MIC in connection with the acquisition of
      indirect ownership of Mercury and SJJC, and certain other purposes permitted
      hereunder; (ii) capital expenditure loans to fund certain capital projects
      of the Borrower and its Subsidiaries; and (iii) a revolving credit facility
      for general working capital purposes and to issue letters of
      credit.




B.  The
      Lenders are willing to provide such financing to the Borrower subject to and
      upon the terms and conditions set forth herein, and the Borrower is willing
      to
      execute and deliver this Loan Agreement on the terms and conditions provided
      herein.




NOW,
      THEREFORE, the parties hereto agree as follows:




ARTICLE
      I




INTERPRETATION




All
      capitalized terms used but not defined in this Agreement shall have the
      respective meanings specified in Appendix A. The rules of interpretation
      set forth in Appendix A shall apply to this Agreement.




ARTICLE
      II




THE
      CREDIT FACILITIES




Section
      2.1  Term
      Loan Facility.




(a)  Term
      Loan Commitments .
      Subject
      to the terms and conditions set forth herein, each Term Loan Lender severally
      agrees to make term loans (each, a “ Term
      Loan ”)
      to the
      Borrower during the Term Loan Commitment Period in an aggregate principal amount
      not to exceed the amount of such Term Loan Lender’s Term Loan Commitment. Each
      Term Loan shall be made as part of a single Borrowing consisting of Term Loans
      made by the Term Loan Lenders ratably in accordance with their respective Pro
      Rata Shares. The Term Loans shall be available in not more than one Borrowing
      in
      an amount not exceeding $900,000,000 in the aggregate for the purposes specified
      in Section 2.7(a) .









(b)  Term
      Loan Borrowing Procedures .




(i)  To
      request the Term Loan Borrowing, the Borrower shall deliver to the
      Administrative Agent an irrevocable Term Loan Borrowing Request in the form
      of Exhibit A ,
      appropriately completed, which Borrowing Request specifies:




(A)
            the
                aggregate amount of the requested Term Loan
                Borrowing;




(B)
            the
                proposed date of the Term Loan Borrowing, which shall be a Business
                Day;
                and




(C)
            the
                proposed use of the proceeds
                thereof.




The
      Term
      Loan Borrowing Request must be received by the Administrative Agent not later
      than 10:00 a.m., New York City time, three (3) Business Days before the date
      of
      the proposed Term Loan Borrowing, but in any case not earlier than 10:00 a.m.,
      New York City time, ten (10) Business Days before the date of the proposed
      Term
      Loan Borrowing.




(ii)  Promptly
      following receipt of the Term Loan Borrowing Request in accordance with this Section 2.1 ,
      the
      Administrative Agent shall advise each Term Loan Lender of the details thereof
      and of the amount of such Term Loan Lender’s Loan to be made as part of the
      requested Term Loan Borrowing. Each Term Loan Lender shall make each Term Loan
      to be made by it hereunder on the proposed date thereof by wire transfer of
      immediately available funds by 12:00 noon, New York City time, to the account
      of
      the Administrative Agent most recently designated by it for such purpose by
      notice to the Term Loan Lenders. Upon satisfaction of the applicable conditions
      set forth in Article IV ,
      the
      Administrative Agent will make such Term Loans available to the Borrower by
      2:00
      p.m., New York City time, by wire transfer of such funds, in accordance with
      instructions reasonably acceptable to the Administrative Agent provided by
      the
      Borrower.




(iii)  Unless
      the Administrative Agent shall have been notified in writing by any Term Loan
      Lender prior to the proposed date of the Term Loan Borrowing that such Term
      Loan
      Lender will not make available to the Administrative Agent such Term Loan
      Lender’s share of such Term Loan Borrowing, the Administrative Agent may assume
      that such Term Loan Lender will make such amount available to the Administrative
      Agent on such date in accordance with Section 2.1(b)(ii) and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Term Loan Lender has not in fact made its share of the Term Loan
      Borrowing available to the Administrative Agent, such Term Loan Lender shall
      forthwith pay to the Administrative Agent on demand such corresponding amount
      with interest thereon, for each day from and including the date such amount
      is
      made available to the Borrower to but excluding the date of payment to the
      Administrative Agent, at the Federal Funds Rate. If such Term Loan Lender does
      not pay such amount within three (3) Business Days after the date of the
      Term Loan Borrowing, the Administrative Agent may make a demand therefor from
      the Borrower, and the Borrower shall, without limitation of the Borrower’s
      rights against the defaulting Lender, pay such amount to the Administrative
      Agent, together with interest thereon from the date such amount was made
      available to the Borrower at the interest rate per annum applicable to the
      Term
      Loans advanced on the date of the Term Loan Borrowing. A notice of the
      Administrative Agent submitted to any Term Loan Lender or the Borrower with
      respect to any amounts owing under this paragraph shall be conclusive in the
      absence of manifest error.




2




(iv)  The
      failure of any Term Loan Lender to make any Term Loan required to be made by
      it
      shall not relieve any other Term Loan Lender of its obligations hereunder; provided that the
      Term Loan Commitments of the Term Loan Lenders are several and no Term Loan
      Lender shall be responsible for any other Term Loan Lender’s failure to make
      Term Loans as required herein.




Section
      2.2  Capex
      Facility




(a)  Capex
      Loan Commitments .
      Subject
      to the terms and conditions set forth herein, each Capex Loan Lender severally
      agrees to make term loans (each, a “ Capex
      Loan ”)
      to the
      Borrower from time to time during the Capex Loan Commitment Period in an
      aggregate principal amount not to exceed the amount of such Capex Loan Lender’s
      Capex Loan Commitment. Each Capex Loan shall be made as part of a Borrowing
      consisting of Capex Loans made by the Capex Loan Lenders ratably in accordance
      with their respective Pro Rata Shares. The Capex Loans shall be available in
      multiple Borrowings, not to exceed one Borrowing per calendar month, in an
      amount not exceeding $50,000,000 in the aggregate, for the purposes specified
      in Section 2.7(b) .




(b)  Capex
      Loan Borrowing Procedures .




(i)  To
      request a Capex Loan Borrowing, the Borrower shall deliver to the Administrative
      Agent an irrevocable Capex Loan Borrowing Request in the form of Exhibit B ,
      appropriately completed, which Borrowing Request specifies:




(A)
            the
                aggregate amount of the requested Capex Loan Borrowing (which shall
                be not
                less than $250,000 and shall be an integral multiple of
                $50,000);




(B)
            the
                proposed date of the Capex Loan Borrowing, which shall be a Business
                Day;
                and




(C)
            the
                proposed use of the proceeds
                thereof.




Each
      Capex Loan Borrowing Request must be received by the Administrative Agent not
      later than 10:00 a.m., New York City time, three (3) Business Days before the
      date of the proposed Capex Loan Borrowing, but in any case not earlier than
      10:00 a.m., New York City time, ten (10) Business Days before the date of the
      proposed Capex Loan Borrowing.




(ii)  Promptly
      following receipt of a Capex Loan Borrowing Request in accordance with this Section 2.2 ,
      the
      Administrative Agent shall advise each Capex Loan Lender of the details thereof
      and of the amount of such Capex Loan Lender’s Loan to be made as part of the
      requested Term Loan Borrowing. Each Capex Loan Lender shall make each Capex
      Loan
      to be made by it hereunder on the proposed date thereof by wire transfer of
      immediately available funds by 12:00 noon, New York City time, to the account
      of
      the Administrative Agent most recently designated by it for such purpose by
      notice to the Capex Loan Lenders. Upon satisfaction of the applicable conditions
      set forth in Article IV ,
      the
      Administrative Agent will make such Capex Loans available to the Borrower by
      2:00 p.m., New York City time, by wire transfer of such funds, in accordance
      with instructions reasonably acceptable to the Administrative Agent provided
      by
      the Borrower.




3




(iii)  Unless
      the Administrative Agent shall have been notified in writing by any Capex Loan
      Lender prior to the proposed date of a Capex Loan Borrowing that such Capex
      Loan
      Lender will not make available to the Administrative Agent such Capex Loan
      Lender’s share of such Capex Loan Borrowing, the Administrative Agent may assume
      that such Capex Loan Lender will make such amount available to the
      Administrative Agent on such date in accordance with Section 2.2(b)(ii) and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Capex Loan Lender has not in fact made its share of the applicable
      Capex Loan Borrowing available to the Administrative Agent, such Term Loan
      Lender shall forthwith pay to the Administrative Agent on demand such
      corresponding amount with interest thereon, for each day from and including
      the
      date such amount is made available to the Borrower to but excluding the date
      of
      payment to the Administrative Agent, at the Federal Funds Rate. If such Capex
      Loan Lender does not pay such amount within three (3) Business Days after
      the date of a Capex Loan Borrowing, the Administrative Agent may make a demand
      therefor from the Borrower, and the Borrower shall, without limitation of the
      Borrower’s rights against the defaulting Lender, pay such amount to the
      Administrative Agent, together with interest thereon from the date such amount
      was made available to the Borrower at the interest rate per annum applicable
      to
      the Capex Loans advanced on the date of such Capex Loan Borrowing. A notice
      of
      the Administrative Agent submitted to any Capex Loan Lender or the Borrower
      with
      respect to any amounts owing under this paragraph shall be conclusive in the
      absence of manifest error.




(iv)  The
      failure of any Capex Loan Lender to make any Capex Loan required to be made
      by
      it shall not relieve any other Capex Loan Lender of its obligations hereunder; provided that the
      Capex Loan Commitments of the Capex Loan Lenders are several and no Capex Loan
      Lender shall be responsible for any other Capex Loan Lender’s failure to make
      Capex Loans as required herein.




Section
      2.3  Revolving
      Loan Facility




(a)  Revolving
      Loan Commitments .
      Subject
      to the terms and conditions set forth herein, each Revolving Loan Lender
      severally agrees to make loans for the purposes specified in Section
      2.7(c) (each, a
“ Revolving
      Loan ”)
      to the
      Borrower, from time to time during the Revolving Loan Commitment Period in
      such
      amounts as the Borrower may request under this Section
      2.3 (and
      thereafter to make additional Revolving Loans to reimburse the Issuing Bank
      for
      Drawings under Letters of Credit as provided in Section 2.14 ); provided that the
      sum of (A) the aggregate principal amount outstanding of all Revolving
      Loans made by a Revolving Loan Lender after giving effect to all prepayment
      and
      repayments thereof and (B) such Revolving Loan Lender’s Pro Rata Share of
      the aggregate outstanding Letter of Credit Usage shall not exceed the Revolving
      Loan Commitment of such Revolving Loan Lenders at any given time, which
      aggregate Revolving Loan Commitments shall not exceed $20,000,000 at any time.
      Each Revolving Loan shall be made as part of a single Borrowing consisting
      of
      Revolving Loans made by the Revolving Loan Lenders ratably in accordance with
      their respective Pro Rata Shares. Within the foregoing limits, and subject
      to
      the other terms and conditions hereof, the Borrower may borrow, repay and
      reborrow Revolving Loans until the Revolving Loan Commitment Termination
      Date.




4




(b)  Revolving
      Loan Borrowing Procedures .




(i)  To
      request a Revolving Loan Borrowing (other than a Borrowing to reimburse the
      Issuing Bank in respect of a Drawing), the Borrower shall deliver to the
      Administrative Agent an irrevocable Revolving Loan Borrowing Request in the
      form
      of Exhibit C-1 ,
      appropriately completed and duly signed by a Responsible Officer of the
      Borrower, which Revolving Loan Borrowing Request shall specify:




(A)
            the
                aggregate amount of the requested Revolving Loan Borrowing (which,
                other
                than a Borrowing to reimburse the Issuing Bank in respect of a Drawing,
                shall be not less than $100,000 and shall be an integral multiple
                of
                $50,000);




(B)
            the
                proposed date of such Revolving Loan Borrowing, which shall be a
                Business
                Day; and




(C)
            whether
                the requested Borrowing is to consist of Base Rate Revolving Loans
                or
                LIBOR Revolving Loans and, if the requested Borrowing consists of
                LIBOR
                Revolving Loans, the initial Interest Period selected by the Borrower
                for
                such LIBOR Revolving Loans in accordance withSection 2.5of
                this Agreement.




Each
      Borrowing Request for a Borrowing consisting of LIBOR Revolving Loans must
      be
      received by the Administrative Agent not later than 10:00 a.m.,
      New York City time, three (3) Business Days before the date of such
      proposed Revolving Loan Borrowing, and each Revolving Loan Borrowing Request
      for
      a Borrowing of Base Rate Revolving Loans must be received by the Administrative
      Agent not later than 10:00 a.m., New York City time, one (1) Business
      Day before the date of (or, if agreed to in writing by the Revolving Loan
      Lenders, on the date of) such proposed Revolving Loan Borrowing. Each Revolving
      Loan Borrowing shall be comprised entirely of Base Rate Revolving Loans or
      LIBOR
      Revolving Loans, as the Borrower may request in accordance herewith. If no
      election as to the Type of Loan is specified in the applicable Revolving Loan
      Borrowing Request, then the requested Revolving Loan Borrowing shall consist
      of
      Base Rate Loans. The procedures specified in this clause (i) shall
      not apply to any Revolving Loan Borrowing with respect to a Drawing under a
      Letter of Credit issued pursuant to Section
      2.14 .




5




(ii)  Promptly
      following receipt of a Revolving Loan Borrowing Request in accordance with
      this Section 2.3(b) ,
      the
      Administrative Agent shall advise each Revolving Loan Lender of the details
      thereof and of the amount of such Revolving Loan Lender’s Revolving Loan to be
      made pursuant to the requested Revolving Loan Borrowing. Each Revolving Loan
      Lender shall make each Revolving Loan to be made by it hereunder on the proposed
      date thereof by wire transfer of immediately available funds by 12:00 noon,
      New
      York City time, to the account of the Administrative Agent most recently
      designated by it for such purpose by notice to the Revolving Loan Lenders.
      Upon
      satisfaction of the applicable conditions set forth in Article IV, the
      Administrative Agent shall make such Revolving Loans available to the Borrower
      by 2:00 p.m., New York City time, by wire transfer of such funds in
      accordance with instructions reasonably acceptable to the Administrative Agent
      provided by the Borrower. Notwithstanding the foregoing, if, at the time of
      the
      Borrowing of such Revolving Loans, a Default or Event of Default has occurred
      and is continuing and the Required Lenders have provided notice to the
      Administrative Agent and each Revolving Loan Lender that the Revolving Loans
      may
      not be made while such Default or Event of Default is continuing, the
      Administrative Agent shall not make such Revolving Loans available to the
      Borrower. Each Revolving Loan Lender shall make the sole determination as to
      whether the applicable conditions to the obligation of such Revolving Loan
      Lender to make Revolving Loans set forth in Article
      IV have
      been satisfied.




(iii)  Unless
      the Administrative Agent shall have been notified in writing by a Revolving
      Loan
      Lender prior to the proposed date of a Revolving Loan Borrowing that such
      Revolving Loan Lender will not make available to the Administrative Agent such
      Revolving Loan Lender’s Pro Rata Share of such Revolving Loan Borrowing, the
      Administrative Agent may assume that such Revolving Loan Lender will make such
      amount available to the Administrative Agent on such date in accordance with Section
      2.3(b)(ii) and may,
      in reliance upon such assumption, make available to the Borrower a corresponding
      amount. If a Revolving Loan Lender has not in fact made its Pro Rata Share
      of a
      Revolving Loan Borrowing available to the Administrative Agent, such Revolving
      Loan Lender shall forthwith pay to the Administrative Agent on demand such
      corresponding amount with interest thereon, for each day from and including
      the
      date such amount is made available to the Borrower to but excluding the date
      of
      payment to the Administrative Agent, at the Federal Funds Rate. If such
      Revolving Loan Lender does not pay such amount within
      three (3) Business Days after the date of such Revolving Loan
      Borrowing, the Administrative Agent may make a demand therefor from the
      Borrower, and the Borrower shall, without limitation of the Borrower’s rights
      against the defaulting Revolving Loan Lender, pay such amount to the
      Administrative Agent, together with interest thereon from the date such amount
      was made available to the Borrower at the interest rate per annum applicable
      to
      the Revolving Loans advanced on the date of such Revolving Loan Borrowing.
      A
      notice of the Administrative Agent submitted to any Revolving Loan Lender or
      the
      Borrower with respect to any amounts owing under this clause
      (iii) shall be
      conclusive in the absence of manifest error.




(iv)  The
      failure of any Revolving Loan Lender to make any Revolving Loan required to
      be
      made by it shall not relieve any other Revolving Loan Lender of its obligations
      hereunder; provided that the Revolving Loan Commitments of the Revolving Loan
      Lenders are several and no Revolving Loan Lender shall be responsible for any
      other Revolving Loan Lender’s failure to make Revolving Loans as required
      herein.




6




(c)  Conversion
      of Revolving Loans .
      Subject
      to Section
      3.5 ,
      the
      Borrower may convert any Revolving Loan Borrowing from one Type of Revolving
      Loan Borrowing to the other Type; provided that no
      Base Rate Revolving Loan may be converted into a LIBOR Revolving Loan after
      the
      occurrence and during the continuance of an Event of Default or a Revolver
      Event
      of Default; provided , further ,
      that
      any conversion of a LIBOR Revolving Loan on any day other than the last day
      of
      the Interest Period therefor shall be subject to the payments required under Section 3.5 .
      To
      request a conversion of a Revolving Loan Borrowing, the Borrower shall deliver
      to the Administrative Agent a Notice of Revolving Loan Conversion in the form
      of Exhibit C-2 ,
      appropriately completed and duly executed by a Responsible Officer of the
      Borrower, which Notice of Revolving Loan Conversion shall specify:




(i)  the
      Revolving Loan Borrowing which is to be converted;




(ii)  the
      Type
      of Revolving Loan Borrowing into which such Revolving Loan Borrowing is to
      be
      converted; and




(iii)  the
      proposed date of the requested conversion, which shall be a Business
      Day.




Each
      Notice of Revolving Loan Conversion must be received by the Administrative
      Agent
      not later than 10:00 a.m., New York City time, three (3) Business Days
      before the date of the requested conversion, in the case of a conversion to
      a
      LIBOR Revolving Loan, and one (1) Business Day before the date of the
      requested conversion, in the case of a conversion to a Base Rate Revolving
      Loan.




Section
      2.4  Interest.




(a)  Each
      LIBOR Loan shall bear interest during each Interest Period at a rate per annum
      equal to LIBOR for such Interest Period plus the Applicable Margin. Each Base
      Rate Revolving Loan shall bear interest at the Base Rate plus the Applicable
      Margin.




(b)  Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Borrower hereunder is not paid when due, whether at stated
      maturity, upon acceleration or otherwise, such overdue amount shall bear
      interest, after as well as before judgment, at a rate per annum equal to 2%
      plus
      the highest interest rate otherwise applicable to the Loans as provided in
      the
      above paragraph
      (a) of this Section
      2.4 or, if
      no Loans are then outstanding, 4% plus the Base Rate. Accrued and unpaid
      interest on past due amounts shall be due and payable on demand.




(c)  Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date
      for such Loan and at such other times as may be specified herein.




(d)  All
      interest under this Section 2.4 shall be
      computed on the basis of a year of 360 days, except that interest computed
      by
      reference to the Base Rate at times when the Base Rate is based on the Prime
      Rate shall be computed on the basis of a year of 365 days (or 366 days in a
      leap year), and in each case shall be payable for the actual number of days
      elapsed (including the first day but excluding the last day). The applicable
      Base Rate or LIBOR shall be determined by the Administrative Agent, and such
      determination shall be conclusive absent manifest error.




7




Section
      2.5  Interest
      Periods.




(a)  Subject
      to paragraphs (b) through (e) below,
      the Borrower shall select the initial Interest Period for each LIBOR Loan in
      the
      relevant Borrowing Request and shall select each subsequent Interest Period
      for
      such LIBOR Loan in an irrevocable notice received by the Administrative Agent
      not later than 10:00 a.m., New York City time, three (3) Business Days before
      the start of that Interest Period; provided that if
      an Event of Default has occurred and is continuing at such time, in the
      discretion of the Administrative Agent such Interest Period shall have a period
      of one (1) month.




(b)  To
      the
      maximum extent possible, all Term Loans and all Capex Loans shall at any given
      time be subject to a single Interest Period. The initial Interest Period for
      a
      Capex Loan disbursed after the Closing Date shall end on the same day as the
      last day of the then current Interest Period for Term Loans and Capex Loans
      then
      outstanding, and on the last day of such Interest Period, the respective Loans
      shall be consolidated and shall thereafter have the same Interest Period. There
      shall not be more than five (5) Interest Periods in effect with respect to
      Revolving Loans at any time.




(c)  No
      Interest Period shall extend beyond the Maturity Date.




(d)  The
      initial Interest Period with respect to Borrowings of Term Loans, Capex Loans
      or
      LIBOR Revolving Loans made on the Closing Date shall end on December 31,
      2007.




(e)  Subject
      to paragraphs
      (a) through (d) above,
      if the Borrower fails to select an Interest Period for a Borrowing of a LIBOR
      Loan or an outstanding LIBOR Loan under paragraph (a) above,
      the Borrower shall be deemed to have selected an Interest Period of one (1)
      month’s duration.




(f)  Promptly
      following receipt of a notice from the Borrower selecting an Interest Period,
      the Administrative Agent shall advise each Term Loan Lender, Capex Loan Lender
      or Revolving Loan Lender, as applicable, of the details thereof, and if no
      timely notice is provided by the Borrower, the Administrative Agent shall notify
      each Term Loan Lender, Capex Loan Lender or Revolving Loan Lender, as
      applicable, of the details of the applicable Interest Period.




Section
      2.6  Repayment
      of Loans.




(a)  Term
      Loans .




(i)  The
      Borrower shall repay to the Administrative Agent for the account of the Term
      Loan Lenders on the Maturity Date the aggregate principal amount of the Term
      Loans outstanding on such date.




(ii)  Principal
      amounts of Term Loans repaid may not be reborrowed.




8




(b)  Capex
      Loans .




(i)  The
      Borrower shall repay to the Administrative Agent for the account of the Capex
      Loan Lenders on the Maturity Date the aggregate principal amount of the Capex
      Loans outstanding on such date.




(ii)  Principal
      amounts of Capex Loans repaid may not be reborrowed.




(c)  Revolving
      Loans .
      The
      Borrower shall repay to the Administrative Agent for the account of the
      Revolving Loan Lenders on the Maturity Date the aggregate principal amount
      of
      the Revolving Loans outstanding on such date.




Section
      2.7  Use
      of
      Proceeds of Loans.




(a)  Term
      Loans .
      The
      proceeds of the Term Loans shall be used solely (i) to refinance certain
      Indebtedness of the Borrower, Mercury and SJJC, (ii) to finance the Special
      Distribution; (iii) to fund the Mercury Preferred Shares Acquisition, (iv)
      to pay fees payable on the Closing Date to DEPFA, the Mandated Lead Arrangers,
      the Administrative Agent or the Collateral Agent; (v) to make payment of
      the Debt Service Reserve Required Balance into the Debt Service Reserve Account
      as required hereunder; and (vi) to pay or reimburse the Borrower, the
      Investor or MIC for costs and expenses incurred in connection with the closing
      of the Loans or the Mercury Preferred Shares Acquisition.




(b)  Capex
      Loans .
      The
      proceeds of the Capex Loans shall be used solely to fund parts or all of the
      costs of, or repay existing Indebtedness of the Borrower or its Subsidiaries
      incurred in connection with, capital expenditure projects at FBOs operated
      by
      Subsidiaries as of the Closing Date that (i) are set forth on Schedule
      2.7(b) hereto, (ii) are set forth on an amendment to Schedule 2.7(b)
      reasonably approved by the Administrative Agent acting at the direction of
      the
      Required Lenders (which amendments shall not be requested more than once per
      calendar quarter), or (iii) are not reasonably expected to cost more than
      $500,000 to complete.




(c)  Revolving
      Loans .
      The
      proceeds of the Revolving Loans shall be used solely (i) to fund general
      working capital needs of the Borrower and its Subsidiaries; and (ii) to
      reimburse the Issuing Bank for Drawings.




(d)  No
      Monitoring Obligation .
      The
      Administrative Agent shall not be obligated to monitor or verify the use of
      proceeds of any of the Loans.




Section
      2.8  Termination
      or Reduction of Commitments.




(a)  The
      Borrower may, upon notice to the Administrative Agent, terminate the
      Commitments, or from time to time reduce the Commitments; provided that
      (i) any such notice shall be received by the Administrative Agent not later
      than 10:00 a.m. New York City time three (3) Business Days prior to the date
      of
      termination or reduction, (ii) any such partial reduction shall be
      (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 or
      any whole multiple of $1,000,000 in excess thereof, (B) in the case of the
      Capex Loans, in an aggregate amount of $1,000,000 or any whole multiple of
      $500,000 in excess thereof, and (C) in the case of the Revolving Loans, in
      an aggregate amount of $100,000 or any whole multiple of $50,000 in excess
      thereof; and (iii) the Borrower may not reduce the Revolving Loan
      Commitments to an amount less than the Letter of Credit Usage then outstanding.
      The Administrative Agent will promptly notify the applicable Lenders of any
      such
      notice of termination or reduction of any of the Commitments. Any reduction
      of
      the Term Loan Commitments, the Capex Loan Commitments or the Revolving Loan
      Commitments shall be made ratably among the Term Loan Lenders, the Capex Loan
      Lenders or the Revolving Loan Lenders, as the case may be, in accordance with
      their respective Commitments, as the case may be. All commitment fees accrued
      until the effective date of any termination of the Commitments shall be paid
      on
      the effective date of such termination.




9




(b)  If
      the
      Borrowing of the Term Loans has not been made on or before December 31, 2007,
      the Administrative Agent (acting at the direction of the Required Lenders)
      may,
      by written notice to the Borrower, terminate the Commitments of the Lenders
      with
      respect to each of the Loans, which termination shall become effective
      immediately; and upon indefeasible payment in full of any Obligations then
      due
      and owing, the Loan Documents and the security interests created thereby shall
      be terminated.




(c)  Any
      termination or reduction of any of the Commitments shall be
      permanent.




Section
      2.9  Prepayments.




(a)  Terms
      of All Prepayments .
      Each
      prepayment of Loans shall be accompanied by accrued interest on the amount
      prepaid, any additional amounts required pursuant to Section 3.5 and any
      Hedging Termination Obligations payable in connection therewith.




(b)  Optional
      Prepayments .




(i)  The
      Borrower may, at any time or from time to time, voluntarily prepay Loans in
      whole or in part without premium or penalty on any Interest Payment Date
      (subject to Section
      3.5 ); provided that the
      Borrower shall deliver notice to the Administrative Agent of any prepayment
      hereunder, which notice must be received by the Administrative Agent
      (A) not later than 10:00 a.m. five (5) Business Days prior to any proposed
      date of prepayment of Term Loans or Capex Loans, and (B) not later than
      10:00 a.m. three (3) Business Days prior to the proposed date of prepayment
      of
      Revolving Loans. Any prepayment shall (x) in the case of Term Loans, be in
      a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
      thereof, (y) in the case of Capex Loans, be in a principal amount of
      $1,000,000 or a whole multiple of $500,000 in excess thereof , and (z) in
      the case of Revolving Loans, be in a principal amount of $100,000 or a whole
      multiple of $50,000 in excess thereof, or, in each case, if less, the entire
      principal amount of the relevant Loans then outstanding. Each such notice shall
      be irrevocable and shall specify (A) the date and amount of such prepayment,
      (B)
      whether the prepayment is of Term Loans, Capex Loans or Revolving Loans or
      a
      combination thereof, and, if a combination thereof, the amount of prepayment
      allocable to each, and (C) with respect to prepayments of Revolving Loans,
      the
      amounts to be applied to each Revolving Loan Borrowing outstanding.




10




(ii)  Promptly
      following receipt of any such notice of voluntary prepayment, the Administrative
      Agent shall advise the applicable Lenders of the contents thereof.




(iii)  Any
      prepayment pursuant to this Section
      2.9(b) applied
      to prepay (i) Term Loans or Capex Loans may not be reborrowed, and
      (ii) Revolving Loans may be reborrowed.




(c)  Mandatory
      Prepayments .




(i)  If
      during
      any period of six consecutive months, the aggregate cumulative amount of Net
      Asset Disposition Proceeds for such six-month period exceeds $1,000,000, the
      Borrower shall, 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, prepay the Loans in accordance with clause
      (vii) below in
      an aggregate principal amount equal to one hundred percent (100%) of such excess
      or such increase in such excess. Notwithstanding the foregoing, the Borrower
      shall not be required to make a prepayment pursuant to this clause
      (i) with
      respect to any sale or series of related sales (a “ Relevant
      Sale ”)
      if the
      Borrower advises the Administrative Agent in writing at the time the Net Asset
      Disposition Proceeds from such Relevant Sale are received that it intends to
      reinvest all or any portion of such Net Asset Disposition Proceeds in
      replacement assets to the extent (x) the acquisition of such replacement
      assets occurs within 180 days from the date of such Relevant Sale and (y) no
      Event of Default shall have occurred and be continuing. If, at any time after
      the occurrence of a Relevant Sale and prior to the acquisition of the related
      replacement assets, (A) the 180 day period provided in the preceding sentence
      shall elapse without the occurrence of the related acquisition or (B) an
      Event of Default shall have occurred and be continuing and the Required Lenders
      shall so direct, then the Borrower shall immediately prepay the Loans in the
      amount and in the manner described in the first sentence of this clause
      (i) .




(ii)  If,
      at
      any time after the Closing Date, the Borrower or any of its Subsidiaries issues
      or incurs any Indebtedness, including Indebtedness evidenced by notes, bonds,
      debentures or other similar instruments, but excluding Permitted Indebtedness,
      the Borrower shall, immediately after such issuance or incurrence, prepay the
      Loans in accordance with clause
      (vii) below in
      an aggregate principal amount equal to one hundred percent (100%) of the Net
      Debt Proceeds of such Indebtedness.




(iii)  No
      later
      than three (3) Business Days following (x) the date of receipt by the
      Borrower or any of its Subsidiaries of any Net Insurance Proceeds (other than
      insurance proceeds in respect of business interruption or anticipated loss
      in
      revenue) or Net Condemnation Proceeds, or (y) if applicable, the end of the
      180-day period described in the proviso below), the Borrower shall prepay the
      Loans in accordance with clause (vii) below in
      an amount equal to the aggregate amount of the sum of such Net Insurance
      Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any
      amounts used to repair, restore or replace assets in accordance with the
      immediately following proviso); provided that the
      Borrower shall not be obligated to make a prepayment under this clause
      (iii) if and
      to the extent that (X) the Borrower advises the Administrative Agent in
      writing at the time the applicable Loan Party receives such proceeds that such
      Loan Party intends to repair, restore or replace the assets from which such
      Net
      Insurance Proceeds or Net Condemnation Proceeds derived, and does so within
      180
      days of receipt thereof (or such longer period as is reasonably required to
      complete such repair, restoration or replacement if so elected by the Borrower; provided that the
      applicable Loan Party shall have commenced such repair, restoration or
      replacement during such 180-day period and thereafter proceeds with all due
      diligence to complete such repair, restoration or replacement within a
      reasonable period of time acceptable to the Administrative Agent), it being
      understood that any Net Insurance Proceeds or Net Condemnation Proceeds retained
      by such Loan Party but not actually expended within such time period to repair,
      restore or replace the assets from which such Net Insurance Proceeds or Net
      Condemnation Proceeds derived shall at that time immediately be used to prepay
      the Loans in accordance with clause
      (vii) below,
      or (Y) the aggregate amount of all such Net Insurance Proceeds and Net
      Condemnation Proceeds received by the Borrower and its Subsidiaries in the
      immediately preceding twelve-month period does not exceed
      $1,000,000.




11




(iv)  If,
      following a deposit of monies to the Special Reserve Account pursuant to Section
      9.5(a)(ii) ,
      one or
      more of the Distribution Conditions are not satisfied as of each of the
      succeeding two (2) consecutive Calculation Dates, all monies that have been
      on
      deposit in the Special Reserve Account for a period of two (2) consecutive
      fiscal quarters or longer shall be applied to prepay the Loans in accordance
      with clause
      (vii) below.




(v)  The
      proceeds of any termination payment or similar compensation received by any
      Subsidiary of the Borrower from an Airport Authority or any other party in
      respect of the termination of any FBO Lease shall be applied, immediately upon
      receipt of such payment, to prepay the Loans in accordance with clause
      (vii) below.




(vi)  Commencing
      on the Calculation Date following the fifth anniversary of the Closing Date
      and
      on each subsequent Calculation Date, the Borrower shall promptly and, in any
      event, no later than ten (10) Business Days after such Calculation Date, prepay
      the Loans in accordance with clause
      (vii) below in
      an aggregate principal amount equal to one hundred percent (100%) of the Excess
      Cash Flow for the calendar quarter ending on such Calculation Date.




(vii)  All
      mandatory prepayments made pursuant to this Section 2.9 shall be
      applied (A) first, to prepay ratably any outstanding Term Loans together
      with any Hedging Termination Obligations payable under the Hedging Agreements
      as
      a result of the reduction of the notional amounts under any such Hedging
      Agreements due to such prepayment in accordance with Section
      11.3(c) hereof,
      and (B) if the Term Loans shall have been paid in full, to prepay ratably
      any outstanding Capex Loans, and (C) if the Capex Loans shall have been
      paid in full, to prepay ratably any outstanding Revolving Loans (and, to the
      extent of any such prepayment, reduce the Revolving Loan Commitment), and
      (D) if no Revolving Loans are then outstanding, to Cash Collateralize the
      outstanding Letter of Credit Obligation.




12




Section
      2.10  Fees.




(a)  Commitment
      Fees .
      The
      Borrower agrees to pay (i) to the Administrative Agent for the account of
      each Term Loan Lender and each Capex Loan Lender a commitment fee equal to
      0.40%
      per annum on the daily amount of the relevant Available Commitment of such
      Lender during the period from and including the Execution Date to but excluding
      the last day of the applicable Commitment Period, and (ii) to each
      Revolving Loan Lender for each such Revolving Loan Lender’s own account a
      commitment fee equal to 0.40% per annum on the daily amount of the Available
      Revolving Loan Commitment of such Revolving Loan Lender during the period from
      and including the Execution Date to but excluding the last day of the Revolving
      Loan Commitment Period. Accrued commitment fees shall be payable in arrears
      (A) 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 Execution Date,
      and (B) on the last day of the applicable Commitment Period. All commitment
      fees shall be calculated on the basis of a year of 360 days and for the actual
      days elapsed (including the first day but excluding the last day).




(b)  Letter
      of Credit Fees .
      The
      Borrower shall pay to each Revolving Loan Lender a letter of credit fee for
      each
      Letter of Credit issued pursuant to Section 2.14 at a
      rate per annum equal to the Applicable Margin for LIBOR Loans multiplied by
      the
      daily maximum amount available to be drawn under such Letter of Credit,
      calculated on the basis of a year of 360 days and for the actual days elapsed
      (including the first day but excluding the last day), for the period from date
      of issuance of such Letter of Credit until the expiry or termination thereof.
      Such fee shall be payable in arrears (i) 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 issuance of a Letter of Credit pursuant to Section
      2.14 ,
      and
      (ii) on the Letter of Credit Expiration Date.




(c)  Documentary
      And Processing Charges Payable To Issuing Bank .
      The
      Borrower shall pay directly to the Issuing Bank for its own account the
      customary and reasonable issuance, presentation, amendment, negotiation and
      other processing fees, and other standard and reasonable costs and charges,
      of
      the Issuing Bank relating to letters of credit as from time to time in effect.
      Such fees and charges are due and payable on demand and once paid, are
      nonrefundable.




(d)  Other
      Fees .
      The
      Borrower agrees to pay to DEPFA, the Mandated Lead Arrangers, the Administrative
      Agent and the Collateral Agent for their own respective accounts fees payable
      in
      the amounts and at the times separately agreed upon between the Borrower and
      such parties, which fees shall be deemed to be payable hereunder.




(e)  Fees
      Fully Earned When Paid .
      All
      fees shall be fully earned when paid and shall not be refundable under any
      circumstances.




Section
      2.11  Evidence
      of Indebtedness; Notes.




The
      Loans
      made by each Lender shall be evidenced by one or more accounts or records
      maintained by such Lender and by the Administrative Agent in the ordinary course
      of business. The accounts or records maintained by the Administrative Agent
      and
      each Lender shall be conclusive absent manifest error of the amount of the
      Loans
      made by the Lenders to the Borrower and the interest and payments thereon.
      Any
      failure to so record or any error in doing so shall not, however, limit or
      otherwise affect the obligation of the Borrower hereunder to pay any amount
      owing with respect to the Obligations. In the event of any conflict between
      the
      accounts and records maintained by any Lender and the accounts and records
      of
      the Administrative Agent in respect of such matters, the accounts and records
      of
      the Administrative Agent shall control in the absence of manifest error. Upon
      the request of any Lender made through the Administrative Agent, the Borrower
      shall execute and deliver to such Lender (through the Administrative Agent)
      a
      Note, which shall evidence such Lender’s Loans in addition to such accounts or
      records. Each Lender may attach schedules to its Note and endorse thereon the
      date, amount and maturity of its Loans and payments with respect
      thereto.




13




Section
      2.12  Payments
      Generally.




(a)  Each
      payment by the Borrower hereunder (whether of principal, interest, fees or
      any
      other amount) shall be made prior to 12:00 noon, New York City time, on the
      date when due, in Dollars in immediately available funds, without condition
      or
      deduction for any counterclaim, defense, recoupment or setoff. Any amounts
      received after such time on any date may, in the discretion of the
      Administrative Agent or other applicable payee, be deemed to have been received
      on the next succeeding Business Day for purposes of calculating interest
      thereon. All payments to be made to the Administrative Agent shall be made
      to
      the account of the Administrative Agent at Citibank New York (CITIUS33); credit
      to account number 36209375; account name: DEPFA BANK PLC, New York Branch
      (DPFAUS33); Reference: Atlantic Aviation FBO, or such other account as may
      hereafter be designated by the Administrative Agent in writing. The
      Administrative Agent shall distribute any such payments received by it for
      the
      account of any other Person to the appropriate recipient promptly upon receipt
      thereof, in like funds as received.




(b)  Except
      to
      the extent herein specifically provided otherwise, if any payment to be made
      by
      the Borrower under any Loan Document becomes due and payable on a day other
      than
      a Business Day, the date for payment shall be extended to the next succeeding
      Business Day, and such extension of time shall be reflected in computing
      interest or fees.




(c)  If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, interest and fees then due
      hereunder, such funds shall be applied (i) first, towards payment of
      interest and fees then due hereunder, ratably among the parties entitled thereto
      in accordance with the amounts of interest and fees then due to such parties,
      and (ii) second, towards payment of principal then due hereunder, ratably
      among the parties entitled thereto in accordance with the amounts of principal
      then due to such parties.




Section
      2.13  Sharing
      of Payments.




If
      any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on its Term Loans,
      Capex Loans or Revolving Loans or participation in the Letter of Credit
      Facility, resulting in such Lender receiving payment of a greater proportion
      of
      the aggregate amount of such Loans or such participation in the Letter of Credit
      Facility and accrued interest thereon than the proportion received by any other
      Lender, then the Lender receiving such greater proportion shall purchase (for
      cash at face value) participations in the Term Loans, Capex Loans, Revolving
      Loans and participations in the Letter of Credit Facility of the other Lenders
      to the extent necessary so that the benefit of all such payments shall be shared
      by the Lenders ratably in accordance with the aggregate amount of principal
      of
      and accrued interest on their respective Term Loans, Capex Loans, Revolving
      Loans and participations in the Letter of Credit Facility; provided that
      (i) if any such participations are purchased and all or any portion of the
      payment giving rise thereto is recovered, such participations shall be rescinded
      and the purchase price restored to the extent of such recovery, without
      interest, and (ii) the provisions of this paragraph shall not be construed
      to apply to any payment made by the Borrower pursuant to and in accordance
      with
      the express terms of this Agreement or any payment obtained by a Lender as
      consideration for the assignment of or sale of a participation in any of its
      Loans to any assignee or participant, other than to the Borrower or Affiliate
      thereof (as to which the provisions of this paragraph shall apply). The Borrower
      consents to the foregoing and agrees, to the extent it may effectively do so
      under applicable Legal Requirements, that any Lender acquiring a participation
      pursuant to the foregoing arrangements may exercise against the Borrower all
      its
      rights of payment (including the right of set-off) with respect to such
      participation as fully as if such Lender were a direct creditor of the Borrower
      in the amount of such participation.




14




Section
      2.14  Letter
      of Credit Facility.




(a)  Letter
      of Credit Commitment .
      Subject
      to the terms and conditions set forth herein, the Issuing Bank agrees to issue
      standby Letters of Credit under the Letter of Credit Facility for the account
      of
      the Borrower from time to time prior to the Letter of Credit Expiration Date
      or,
      at any time when the Revolving Loan facility is in effect, during the Revolving
      Loan Commitment Period; provided that
      (i) no Letter of Credit shall be issued pursuant to this Section
      2.14 or be
      entitled to the benefits hereunder prior to the Borrowing of the Term Loans,
      (ii) the face amount of any such requested Letter of Credit shall not, at
      the time of issuance, exceed the aggregate Available Revolving Loan Commitments
      of all Revolving Loan Lenders at any time when the Revolving Loan facility
      is in
      effect; (iii) the aggregate outstanding Letter of Credit Usage shall not
      exceed the Letter of Credit Sublimit at any time; and (iv) each such Letter
      of Credit shall have an expiration date that is no later than the date that
      is
      one (1) year from the date of issue, unless otherwise agreed to by the Issuing
      Bank; provided that no
      such Letter of Credit shall have an expiration date later than the Letter of
      Credit Expiration Date. The obligation of the Issuing Bank to issue Letters
      of
      Credit shall expire on the Letter of Credit Expiration Date or, if the Revolving
      Loan facility is in effect, the last day of the Revolving Loan Commitment
      Period. Each Letter of Credit pursuant to this Section 2.14 shall be
      in a form reasonably acceptable to the Issuing Bank.




(b)  Procedure
      For Issuance of Letter of Credit .
      To
      request the issuance of a Letter of Credit (or the amendment, renewal or
      extension of an outstanding Letter of Credit) pursuant to this Section
      2.14 ,
      the
      Borrower shall deliver to the Issuing Bank (with a copy thereof to the
      Administrative Agent) (which request must be received by the Issuing Bank and
      the Administrative Agent not later than 10:00 a.m., New York City
      time, three (3) Business Days before the requested date of issuance, amendment,
      renewal or extension) an irrevocable written request for the issuance of a
      Letter of Credit, or identifying the Letter of Credit to be amended, renewed
      or
      extended, and specifying the date of issuance, amendment, renewal or extension
      (which shall be a Business Day), the date on which such Letter of Credit is
      to
      expire (which shall comply with paragraph (a) of this Section
      2.14 ),
      the
      amount of such Letter of Credit, the name and address of the beneficiary thereof
      and such other information as shall be necessary to prepare, amend, renew or
      extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
      also shall submit a letter of credit application on the Issuing Bank’s standard
      form in connection with any request for a Letter of Credit.




15




(c)  Revolving
      Loan Lenders’ Participation .
      Immediately upon the issuance of a Letter of Credit in accordance with this Section 2.14 ,
      the
      Issuing Bank shall be deemed to have sold and transferred to each Revolving
      Loan
      Lender, and each Revolving Loan Lender shall be deemed to have purchased and
      received from the Issuing Bank, in each case irrevocably and without any further
      action by any party, an undivided interest and participation in such Letter
      of
      Credit, each Drawing and other Reimbursement Obligations of the Borrower in
      respect thereof in an amount equal to the respective Revolving Loan Lender’s Pro
      Rata Share of the applicable Outstanding Amount then in effect. The Issuing
      Bank
      shall promptly advise each Revolving Loan Lender of the changes in the
      applicable Outstanding Amount or Letter of Credit Expiration Date and any
      Drawing therefrom; provided that the
      failure to give such notice shall not limit or impair the rights of the Issuing
      Bank hereunder and under the Loan Documents.




(d)  Payment
      of Drawing .
      Upon a
      Drawing, the Borrower shall be obligated to pay to the Issuing Bank a
      Reimbursement Obligation in the amount of the Drawing not later than 12:00
      noon,
      New York City time, on the same Business Day that the Drawing is made, if the
      Borrower shall have received notice of such Drawing prior to 10:00 a.m., New
      York City time, on such date, or, if such notice was received by the Borrower
      after such time, then not later than 12:00 noon, New York City time on the
      immediately following Business Day unless the reimbursement is made by a
      Revolving Loan (and in the latter case such payment shall include interest
      on
      the Reimbursement Obligation from the date of the Drawing to such payment date).
      Unless the Borrower shall notify the Issuing Bank, the Revolving Loan Lenders
      and the Administrative Agent that such Reimbursement Obligation will be paid
      by
      the Borrower without using a Revolving Loan, the payment by the Issuing Bank
      of
      such Drawing shall be deemed automatically to be a request for the making by
      the
      Revolving Loan Lenders of Revolving Loans to the Borrower in the amount of
      the
      respective Revolving Loan Lender’s Pro Rata Share of such Drawing on the date of
      such Drawing, and the Issuing Bank shall promptly so notify each Revolving
      Loan
      Lender. Each Revolving Loan Lender shall, on the Business Day of the Drawing,
      make a Base Rate Revolving Loan for the account of the Borrower in an amount
      equal to the respective Revolving Loan Lender’s Pro Rata Share of the Drawing,
      the proceeds of which shall be applied to reimburse the Issuing Bank. The
      obligation of each Revolving Loan Lender to so reimburse the Issuing Bank by
      making a Revolving Loan shall be absolute and unconditional and shall not be
      affected by the occurrence of an Event of Default or any other occurrence or
      event. In the event that a Revolving Loan Lender fails to make available for
      the
      account of the Issuing Bank the amount of such Revolving Loan, the Issuing
      Bank
      shall be entitled to recover such amount on demand from such Lender together
      with interest thereon at a rate equal to the daily average Federal Funds
      Rate.




(e)  Conditions
      To Issuance of Letters of Credit .
      The
      obligation of the Issuing Bank to issue any Letter of Credit pursuant to this Section 2.14 is
      subject to the satisfaction, on the proposed issuance date, of the following
      conditions precedent: (i) no Default or Event of Default shall have
      occurred and be continuing and (ii) all representations and warranties of each
      Loan Party contained in the Loan Documents (as the same may have been modified
      through supplements or amendments to the related disclosure schedules in
      accordance with Section
      5.31 hereof)
      shall be true, correct and accurate in all material respects on and as of such
      issuance date (except to the extent such representations and warranties relate
      to an earlier date).




16




(f)  Replacement
      of Issuing Bank .
      The
      Issuing Bank may be replaced at any time by written agreement among the
      Borrower, the Administrative Agent, the Revolving Loan Lenders, the replaced
      Issuing Bank and the successor Issuing Bank, and upon replacement of any
      outstanding Letters of Credit with replacements issued by the successor Issuing
      Bank; provided that any
      successor Issuing Bank shall have a credit rating for its Reference Debt that
      is
      reasonably acceptable to the beneficiaries of the replacement Letters of Credit.
      The Administrative Agent shall notify the Lenders of any such replacement of
      the
      Issuing Bank. At the time any such replacement shall become effective, the
      Borrower shall pay all unpaid fees accrued for the account of the replaced
      Issuing Bank pursuant to Section
      2.10 .
      From
      and after the effective date of any such replacement, (i) the successor Issuing
      Bank shall have all the rights and obligations of the Issuing Bank under this
      Agreement with respect to Letters of Credit to be issued thereafter and (ii)
      references herein to the term “Issuing Bank” shall be deemed to refer to such
      successor or to any previous Issuing Bank, or to such successor and all previous
      Issuing Banks, as the context shall require.




ARTICLE
      III




TAXES
      AND
      YIELD PROTECTION




Section
      3.1  Taxes.




(a)  Any
      and
      all payments by or on account of any obligation of the Borrower hereunder or
      under any other Loan Document shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided that if
      the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
      from such payments, then (i) the sum payable shall be increased as
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under this Section
      3.1 )
      the
      Administrative Agent, Lender or Issuing Bank (as the case may be) receives
      an
      amount equal to the sum it would have received had no such deductions been
      made,
      (ii) the Borrower shall make such deductions and (iii) the Borrower
      shall pay the full amount deducted to the relevant Governmental Authority in
      accordance with applicable Legal Requirements.




(b)  In
      addition, the Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable Legal Requirements.




(c)  The
      Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
      Bank, within ten (10) days after written demand therefor, for the full amount
      of
      any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
      Lender or the Issuing Bank, as the case may be, on or with respect to any
      payment by or on account of any obligation of the Borrower hereunder or under
      any other Loan Document (including Indemnified Taxes or Other Taxes imposed
      or
      asserted on or attributable to amounts payable under this Section
      3.1 )
      and any
      penalties, interest and reasonable expenses arising therefrom or with respect
      thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
      or
      legally imposed or asserted by the relevant Governmental Authority. A
      certificate as to the amount of such payment or liability delivered to the
      Borrower by the Issuing Bank, by a Lender or by the Administrative Agent on
      its
      own behalf or on behalf of a Lender shall be conclusive absent manifest
      error.




17




(d)  As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Borrower to a Governmental Authority in accordance with clause
      (a) or (b) above,
      the Borrower shall deliver to the Administrative Agent the original or a
      certified copy of a receipt issued by such Governmental Authority evidencing
      such payment, a copy of the return reporting such payment or other evidence
      of
      such payment reasonably satisfactory to the Administrative Agent.




(e)  Each
      Foreign Lender shall deliver to the Administrative Agent, prior to receipt
      of
      any payment subject to withholding under the IRC (or upon accepting an
      assignment of an interest herein), two duly signed completed copies of either
      IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
      entitling it to an exemption from, or reduction of, withholding tax on all
      payments to be made to such Foreign Lender by the Borrower pursuant to this
      Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments
      to be made to such Foreign Lender by the Borrower pursuant to this Agreement)
      or
      such other evidence satisfactory to the Borrower and the Administrative Agent
      that such Foreign Lender is entitled to an exemption from, or reduction of,
      U.S.
      withholding tax, including any exemption pursuant to Section 881(c) of the
      IRC.
      Thereafter and from time to time, each such Foreign Lender shall (A) promptly
      submit to the Administrative Agent such additional duly completed and signed
      copies of one of such forms (or such successor forms as shall be adopted from
      time to time by the relevant United States taxing authorities) as may then
      be
      available under then current United States laws and regulations to avoid, or
      such evidence as is satisfactory to the Borrower and the Administrative Agent
      of
      any available exemption from or reduction of, United States withholding taxes
      in
      respect of all payments to be made to such Foreign Lender by the Borrower
      pursuant to this Agreement, and (B) promptly notify the Administrative Agent
      of
      any change in circumstances which would modify or render invalid any claimed
      exemption or reduction.




(f)  If
      any
      Governmental Authority asserts that the Administrative Agent did not properly
      withhold or backup withhold, as the case may be, any tax or other amount from
      payments made to or for the account of any Lender or the Issuing Bank, such
      Lender or the Issuing Bank, as the case may be, shall indemnify the
      Administrative Agent therefor, including all penalties and interest, any taxes
      imposed by any jurisdiction on the amounts payable to the Administrative Agent
      under this Section
      3.1 ,
      and
      costs and expenses of the Administrative Agent. The obligation of the Lenders
      and the Issuing Bank under this Section
      3.1 shall
      survive the termination of the Commitments, repayment of all other Obligations
      hereunder and the resignation of the Administrative Agent.




(g)  If
      a
      Lender assigns a Loan to a United States Person that is not an “exempt
      recipient” as defined in Treasury Regulation § 1.6049-4(c)(1)(ii), such assignee
      shall provide two duly signed and completed copies of IRS form W-9 (or any
      successor form thereto) to the Administrative Agent.




18




Section
      3.2  Alternate
      Rate of Interest.




If
      prior
      to the commencement of any Interest Period or the borrowing of any LIBOR Loan,
      (a) the Administrative Agent or the Revolving Loan Lenders, as applicable,
      determine (which determination shall be conclusive absent manifest error) that
      adequate and reasonable means do not exist for ascertaining LIBOR for such
      Interest Period or (b) the Administrative Agent is advised by the Required
      Lenders, or, in the case of LIBOR Revolving Loans, the Revolving Loan Lenders
      determine, that LIBOR determined or to be determined for such Interest Period
      will not adequately and fairly reflect the cost to such Lenders or Revolving
      Loan Lenders, as applicable, of making or maintaining such Loans for such
      Interest Period, the Administrative Agent or the Revolving Loan Lenders, as
      applicable, shall promptly give notice thereof to the Borrower and, if
      applicable, the Required Lenders, by telephone or telecopy as promptly as
      practicable thereafter and, until the Administrative Agent or the Revolving
      Loan
      Lenders, as applicable, notify the Borrower and, if applicable, such Required
      Lenders, that the circumstances giving rise to such notice no longer exist,
      the
      Administrative Agent or the Revolving Loan Lenders, as applicable, shall
      promptly give written notice thereof to the Borrower and, if applicable, such
      Required Lenders. If such notice is given with respect to Term Loans, the rate
      of interest on each applicable Lender’s Loans for each Interest Period
      thereafter will be the average cost of funds for the Required Lenders, as
      reasonably determined by the Administrative Agent, plus the Applicable Margin.
      If such notice is given with respect to Revolving Loans, all LIBOR Revolving
      Loans shall be deemed to have been converted into Base Rate Revolving Loans
      effective upon the giving of such notice, and LIBOR Revolving Loans shall
      thereafter not be available until the Revolving Loan Lenders advise the Borrower
      that the circumstances giving rise to such notice no longer exist.




Section
      3.3  Illegality.




If
      any
      Lender determines that any Legal Requirement has made it unlawful, or that
      any
      Governmental Authority has asserted that it is unlawful, for any Lender or
      its
      applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine
      or charge interest rates based upon LIBOR, then, on notice thereof by such
      Lender to the Borrower (through the Administrative Agent, in the case of any
      Term Loans), any obligation of such Lender to make or continue LIBOR Loans
      or to
      convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender
      notifies the Administrative Agent and the Borrower that the circumstances giving
      rise to such determination no longer exist. Upon receipt of such notice, the
      Borrower shall, upon demand from such Lender (with a copy to the Administrative
      Agent), prepay, either on the last day of the Interest Period therefor, if
      such
      Lender may lawfully continue to maintain such LIBOR Loans to such day, or
      immediately, if such Lender is a Revolving Loan Lender or such Lender may not
      lawfully continue to maintain such LIBOR Loans; provided that (i)
      in the case of Term Loans or Capex Loans, if prior to such prepayment date
      the
      affected Lender and the Borrower can agree upon an alternative mutually
      acceptable basis for determining the interest rate from time to time applicable
      to the Term Loans or Capex Loans owing to such Lender that will avoid such
      illegality (it being understood and agreed that the Base Rate shall be an
      acceptable substitute rate if the Borrower so elects and it shall be legal
      for
      such Lender to maintain its Loans as Base Rate Loans), such interest rate shall
      take effect from the date of such agreement in lieu of such required prepayment;
      and (ii) in the case of LIBOR Revolving Loans, if conversion of such Revolving
      Loans into Base Rate Loans will avoid such illegality, all LIBOR Revolving
      Loans
      shall be converted to Base Rate Revolving Loans. Upon any such prepayment or
      conversion, the Borrower shall also pay accrued interest on the amount so
      prepaid or converted.




19




Section
      3.4  Increased
      Costs.




(a)  If
      any
      Change in Law shall:




(i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender or the Issuing Bank (including any reserve established by the Federal
      Reserve Board); or




(ii)  impose
      on
      any Lender or the Issuing Bank or the London interbank market any other
      condition affecting this Agreement or Loans made by such Lender or any Letter
      of
      Credit issued by the Issuing Bank pursuant to Section
      2.14 ;




and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      or
      the Issuing Bank of making or maintaining any Loan or such Letter of Credit
      (or
      of maintaining its obligation to make any such Loan or Letter of Credit) or
      to
      reduce the amount of any sum received or receivable by such Lender or the
      Issuing Bank hereunder (whether of principal, interest or otherwise), then
      the
      Borrower will pay to such Lender or the Issuing Bank, as applicable, such
      additional amount or amounts as will compensate such Lender or the Issuing
      Bank,
      as applicable, for such additional costs incurred or reduction
      suffered.




(b)  If
      any
      Lender or the Issuing Bank determines that any Change in Law regarding capital
      requirements has or would have the effect of reducing the rate of return on
      such
      Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
      Issuing Bank’s holding company, if any, as a consequence of this Agreement or
      the Loans made by such Lender or the Letters of Credit issued by the Issuing
      Bank, to a level below that which such Lender or the Issuing Bank or such
      Lender’s or the Issuing Bank’s holding company could have achieved but for such
      Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
      policies and the policies of such Lender’s or the Issuing Bank’s holding company
      with respect to capital adequacy), then from time to time the Borrower will
      pay
      to such Lender or the Issuing Bank, as applicable, such additional amount or
      amounts as will compensate such Lender or the Issuing Bank or such Lender’s or
      the Issuing Bank’s holding company for any such reduction suffered.




(c)  A
      certificate of a Lender or the Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or the Issuing Bank or its holding company,
      as the case may be, as specified in paragraph
      (a) or (b) of this Section
      3.4 shall be
      delivered to the Borrower and shall be conclusive absent manifest error. The
      Borrower shall pay such Lender or the Issuing Bank, as applicable, the amount
      shown as due on any such certificate within ten (10) days after
      receipt thereof.




(d)  Failure
      or delay on the part of any Lender or the Issuing Bank to demand compensation
      pursuant to this Section
      3.4 shall
      not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
      such compensation; provided that the
      Borrower shall not be required to compensate a Lender or the Issuing Bank
      pursuant to this Section
      3.4 for any
      increased costs or reductions incurred more than 180 days prior to the date
      that
      such Lender or the Issuing Bank, as the case may be, notifies the Borrower
      of
      the Change in Law giving rise to such increased costs or reductions and of
      such
      Lender’s or the Issuing Bank’s intention to claim compensation therefor; and provided , further ,
      that if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 180-day period referred to above shall be extended to
      include the period of retroactive effect thereof.




20




Section
      3.5  Funding
      Losses.




The
      Borrower agrees to indemnify each Lender and to hold each Lender harmless from
      any loss or expense which such Lender may sustain or incur as a consequence
      of
      (i) any failure by the Borrower (for a reason other than the wrongful
      failure of such Lender to make a Loan) to borrow or prepay any Loan on the
      date
      or in the amount notified by the Borrower, or (ii) any payment or
      prepayment of any Loan on a day other than the last day of an Interest Period
      with respect thereto (whether voluntary, mandatory, by reason of acceleration,
      or otherwise), including the amount (if any) determined by the relevant Lender
      by which (x) the interest at the LIBOR which such Lender would have
      received for the period from the date of receipt of funds to repay or prepay
      a
      Loan to the last day of the applicable Interest Period for such Loan if the
      principal received had been paid on the last day of such Interest Period exceeds (y) the amount which such Lender would be able to obtain by placing an
      amount equal to the amount received by it on deposit with a leading bank in
      the
      appropriate interbank market for a period starting on the Business Day following
      receipt and ending on the last day of the applicable Interest Period. Any Lender
      demanding indemnification for any loss or expense sustained or incurred by
      it
      pursuant to this Section 3.5 shall,
      at the time of such demand, deliver to the Borrower a certificate specifying
      in
      reasonable detail the additional amount to be paid to it for any such loss
      or
      expense. Each determination by a Lender of the amounts owing to it pursuant
      to
      this Section 3.5 shall be
      conclusive and binding in the absence of manifest error.




Section
      3.6  Duty
      to Mitigate; Replacement of Lenders.




(a)  If
      the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.1 ,
      or if
      any Lender requests compensation under Section 3.4 ,
      or if
      the Borrower would be required to prepay the Loans of any Lender pursuant to Section 3.3 ,
      then
      such Lender shall use reasonable efforts to designate a different lending office
      for funding or booking its Loans hereunder or to assign its rights and
      obligations hereunder to another of its offices, branches or affiliates, if,
      in
      the judgment of such Lender, such designation or assignment (i) would
      eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4 or avoid
      the prepayment under Section 3.3 ,
      as the
      case may be, in the future and (ii) would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to
      such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.




(b)  If
      the
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section 3.1 ,
      or if
      any Lender requests compensation under Section 3.4 ,
      or if
      the Borrower would be required to prepay the Loans of any Lender pursuant to Section 3.3 ,
      or if
      any Lender defaults in its obligation to fund Loans hereunder, then the Borrower
      may, at its sole expense and effort, upon notice to such Lender and the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in Section 12.4 ),
      all
      its interests, rights and obligations under this Agreement to an assignee that
      shall assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided that
      (i) the Borrower shall have received the prior written consent of the
      Administrative Agent, which consent shall not unreasonably be withheld or
      delayed, (ii) such Lender shall have received payment of an amount equal to
      the outstanding principal of its Loans, accrued interest thereon, accrued fees
      and all other amounts payable to it hereunder, from the assignee (to the extent
      of such outstanding principal and accrued interest and fees) or the Borrower
      (in
      the case of all other amounts) and (iii) in the case of any such assignment
      resulting from payments required to be made pursuant to Section 3.1 or a
      claim for compensation under Section 3.4 ,
      such
      assignment will result in a reduction in such compensation or payments. A Lender
      shall not be required to make any such assignment and delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.




21




Section
      3.7  Survival.




All
      of
      the Borrower’s obligations under this Article III shall
      survive termination of the Commitments and the payment in full of all
      Obligations.




ARTICLE
      IV




CONDITIONS
      PRECEDENT




Section
      4.1  Conditions
      Precedent to Borrowing of Term Loans.




The
      obligation of each Term Loan Lender to advance Term Loans on the Closing Date
      is
      subject to the satisfaction of the following conditions precedent:




(a)  Principal
      Loan Documents .




(i)  Each
      of
      the following documents shall be substantially in accordance with the relevant
      form attached hereto and otherwise in form and substance reasonably acceptable
      to the Required Lenders, shall have been duly authorized, executed and delivered
      by the parties thereto (such parties shall include, but not be limited to,
      the
      Borrower, the other Loan Parties, the Administrative Agent, the Collateral
      Agent
      and the Lenders), shall be in full force and effect, and originals thereof
      shall
      have been delivered to the Administrative Agent and the Borrower:




(A)
            this
                Agreement;




(B)
            a
                Note in favor of each Lender requesting a Note, each in a principal
                amount
                equal to that Lender’s Commitment;




(C)
            the
                Collateral Agency Agreement;




22




(D)
            the
                Security Agreement;




(E)
            the
                Subsidiary Guaranty and the Contribution
                Agreement;




(F)
            the
                Subsidiary Security Agreement;




(G)
            the
                Pledge Agreements; and




(H)
            all
                other Security Documents.




(ii)  A
      copy
      (which may be in electronic form satisfactory to the Administrative Agent)
      of
      each of the Material Contracts in existence as of the Closing Date shall have
      been delivered to the Administrative Agent, together with a certificate of
      a
      Responsible Officer of the Borrower certifying as of the Closing Date that
      each
      such Material Contract delivered (A) is a true, correct and complete copy
      of such document and (B) is in full force and effect.




(b)  Base
      Case Projections .
      The
      Administrative Agent shall have received the Base Case Projections of the
      Borrower, certified as such by a Responsible Officer of the Borrower, approved
      in a certification by the Model Auditor and in form and substance satisfactory
      to the Administrative Agent, including 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, and which shall show (i) a minimum projected Debt Service
      Coverage Ratio for the period from the Closing Date through the fifth
      anniversary thereof of at least 1.9 to 1.0, and (ii) a maximum projected
      Leverage Ratio of less than 6.40x as of each Calculation Date occurring on
      or
      after the Closing Date, together with a certification as of the Closing Date
      by
      a Responsible Officer of the Borrower that the 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.




(c)  Pro
      Forma Balance Sheet .
      The
      Administrative Agent shall have received a certified copy of a pro forma balance
      sheet setting forth the assets and liabilities of the Borrower and its
      Subsidiaries on a consolidated basis.




(d)  Hedging
      Arrangements .
      The
      Borrower shall have entered into Hedging Agreements with the Hedging Banks,
      and
      into novation agreements with respect to the Existing Hedges, on terms
      acceptable to the Borrower, the Hedging Banks and the Administrative Agent,
      which Hedging Transactions shall establish, in the aggregate, a fixed interest
      rate for at least 100% of the Term Loans projected to be outstanding for the
      period from the Closing Date to the fifth (5 th )
      anniversary of the Closing Date.




(e)  Organizational
      Documents .
      The
      Administrative Agent shall have received the following:




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




23




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




(iii)  a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of each Loan Party, dated the Closing Date, certifying that (A) provided in
      connection therewith is a true and correct copy (which may be in electronic
      form
      satisfactory to the Administrative Agent) of the bylaws, partnership agreement,
      limited liability company agreement or comparable document of each Loan Party
      as
      in effect on the Closing Date; (B) provided in connection therewith are
      true and correct copies of resolutions duly adopted by the board of directors
      or
      other governing body of each Loan Party (or other comparable enabling action)
      and continuing in effect, which authorize the execution, delivery and
      performance by each 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 each
      Loan Party; and




(iv)  a
      certificate of the Secretary or an Assistant Secretary (or comparable officer)
      of each Loan Party, dated the Closing 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.




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




(i)  (A) audited
      Financial Statements (each prepared on a consolidated basis) of (1) the
      Borrower and its Subsidiaries as of and for the fiscal years ended December
      31,
      2006 and 2005; (2) Mercury and its Subsidiaries as of and for the fiscal
      years ended June 30, 2006 and 2005, and (3) SJJC and its Subsidiaries as of
      and for the fiscal years ended December 31, 2006 and 2005, and
      (B) unaudited Financial Statements (each prepared on a consolidated basis)
      of (1) Mercury and its Subsidiaries as of and for the fiscal year ended
      June 30, 2007, and (2) the Borrower and SJJC and their respective
      Subsidiaries as of and for the three month periods ended March 31, 2007, and
      June 30, 2007, each of which shall be certified by a Responsible Officer of
      the
      Borrower as being, to his Actual Knowledge after due inquiry, complete in all
      material respects and fairly presenting the financial condition, results of
      operations and changes in cash flows of the Borrower, Mercury and SJJC and
      their
      respective Subsidiaries on such dates and for any periods then ended, in
      accordance with GAAP applied on a consistent basis;




24




(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 Borrower as to the financial
      condition and solvency of the Borrower and its Subsidiaries (after giving effect
      to the incurrence of Indebtedness pursuant to the Loan Documents);
      and




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




(g)  Security
      Documents .
      Except
      with respect to Motor Vehicles and other Equipment covered by a certificate
      of
      title or ownership, all filings and recordings necessary, in the opinion of
      the
      Administrative Agent, to perfect the security interests contemplated to be
      granted to the Collateral Agent for the benefit of the Secured Parties under
      the
      Security Documents 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 the
      Collateral which are prior to the Liens granted to the Collateral 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)  a
      Control
      Agreement for each of the Material Project Accounts, in each case upon terms
      and
      provisions satisfactory to the Administrative Agent, appropriately completed
      and
      duly executed by the Borrower, the Collateral Agent and the depositary bank
      with
      which such Material Project Account is maintained;




(iii)  evidence
      reasonably satisfactory to the Administrative Agent that the instructions for
      all required transfers of funds are in place as required under Section 9.1(b) ;




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




25




(v)  such
      other evidence as the Administrative Agent may request to establish that the
      Liens granted to the Collateral Agent for the benefit of the Secured Parties
      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.




(h)  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 and dated the date of the Closing Date, of:




(i)  Pillsbury
      Winthrop Shaw Pittman LLP, special counsel to the Borrower and certain of the
      Loan Parties;




(ii)  Nelson
      Mullins Riley & Scarborough LLP, special Georgia and South Carolina counsel
      to the Borrower;




(iii)  Balch
      & Bingham LLP, special Alabama counsel to the Borrower;




(iv)  Jones
      Vargas, special Nevada counsel to the Borrower;




(v)  Perkins
      Coie LLP, special Colorado counsel to the Borrower; and




(vi)  Emmet,
      Marvin & Martin LLP, counsel to the Collateral Agent.




Each
      such
      opinion shall be in customary form and substance reasonably satisfactory to
      the
      Administrative Agent and address such matters as the Administrative Agent may
      reasonably request.




(i)  Insurance .
      All
      insurance required to be maintained by the Borrower and its Subsidiaries under Section 6.5 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 6.5 ,
      and the
      Administrative Agent shall have received (a) a certificate or certificates
      of an independent insurance broker or carrier reasonably satisfactory to the
      Administrative Agent in confirmation thereof and (b) an insurance report
      prepared by the Insurance Consultant in form and substance satisfactory to
      the
      Administrative Agent.




(j)  Accounts .
      The
      Accounts required under the Collateral Agency Agreement shall have been
      established to the reasonable satisfaction of the Administrative Agent, and
      the
      Borrower shall have executed and delivered all relevant documents to be entered
      into with the Collateral Agent with respect to the establishment of the
      Accounts.




(k)  Governmental
      Approvals And Material Contracts .
      All
      Governmental Authorizations required for the operation of the businesses of
      the
      Borrower and its Subsidiaries shall be in full force except as could not
      reasonably be expected to have a Material Adverse Effect. There shall not be
      any
      default under any Material Contract or 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.




26




(l)  Repayment
      of Indebtedness; Fees, etc. .
      The
      Administrative Agent shall have received evidence satisfactory to it that
      (i) all existing Indebtedness of the Borrower and its Subsidiaries
      (including Mercury and SJJC) has been or concurrently with the Closing Date
      is
      being repaid in full (other than Permitted Indebtedness); and (ii) the
      Borrower shall have paid (or shall simultaneously pay with proceeds of the
      initial Borrowing of Term Loans) all fees, costs and other expenses and all
      other amounts then due and payable pursuant to this Agreement.




(m)  Release
      of Prior Liens .
      The
      Administrative Agent shall have received evidence satisfactory to it of the
      termination and release of all liens and security interests in and to the
      Collateral which had been granted to secure the obligations of each of the
      Borrower, Mercury and SJJC in respect of the Indebtedness being refinanced
      by
      the Term Loans.




(n)  Acquisition
      of Equity Securities of Mercury and SJJC .
      The
      Administrative Agent shall have received evidence satisfactory to it that the
      Borrower shall have acquired all right, title and interest in and to 100% of
      the
      issued and outstanding Equity Securities of each of Mercury and SJJC, in each
      case free and clear of all Liens.




(o)  Operating
      Budget .
      The
      Administrative Agent shall have received a business plan and operating budget
      for the remainder of the calendar year 2007, 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 for such period on a monthly basis.




(p)  Leasehold
      Mortgages .
      To the
      extent that a FBO Lease permits without the consent of the relevant Airport
      Authority, or the applicable Airport Authority has authorized, the granting
      of a
      Lien in the leasehold interest under such FBO Lease, 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, provided that the
      Administrative Agent, acting at the direction of the Mandated Lead Arrangers,
      may waive the requirement to record such mortgage or deed of trust with respect
      to one or more specific FBO Leases in cases where the recording of such mortgage
      or deed of trust would require amendments to the relevant FBO Lease (such waiver
      not to be unreasonably withheld or delayed).




(q)  Consents .
      All
      third party approvals and consents (including all required Governmental
      Authorizations) necessary to consummate the transactions contemplated by the
      Loan Documents (including the transfer of all of the common Equity Securities
      of
      Mercury and SJJC to the Borrower) shall have been duly obtained and shall be
      in
      full force and effect and in form and substance satisfactory to the
      Administrative Agent, and the Administrative Agent shall have received a copy
      of
      such approval or consent certified by the applicable Loan Party.




27




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




Section
      4.2  Conditions
      Precedent to All Loans.




The
      obligation of each Lender to advance Loans on a Disbursement Date (including
      the
      disbursement of Term Loans on the Closing Date), other than a Loan resulting
      from a Drawing on a Letter of Credit as provided in Section
      2.14 ,
      is
      subject to the satisfaction of the following conditions precedent:




(a)  Initial
      Capex and Revolving Loan Borrowings and Letter of Credit .
      With
      respect to the initial Borrowing of Capex Loans and Revolving Loans and the
      initial issuance of a Letter of Credit pursuant to Section
      2.14 ,
      the
      initial Borrowing of Term Loans shall have occurred or shall concurrently
      occur.




(b)  Borrowing
      Request .
      The
      Administrative Agent shall have timely received a fully executed copy of a
      Borrowing Request for the applicable Disbursement Date, as the case may be,
      in
      compliance with the requirements of Section 2.1 , 2.2 or 2.3 ,
      as
      applicable.




(c)  Representation
      And Warranties .
      The
      representations and warranties of the Borrower and each other Loan Party
      contained in the Loan Documents (as the same may have been modified through
      supplements or amendments to the related disclosure schedules in accordance
      with Section
      5.31 hereof)
      shall be true, correct and accurate in all material respects on and as of the
      applicable Disbursement Date (except to the extent such representations and
      warranties relate to an earlier date, in which case, such representations and
      warranties shall be true in all material respects as of such date).




(d)  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.




(e)  Debt
      Service Reserve Account .
      The
      Debt Service Reserve Account shall have been funded in an amount equal to not
      less than the Debt Service Reserve Required Balance, other than any portion
      thereof that will be wired by the Administrative Agent to the Collateral Agent
      out of the proceeds of a Borrowing of Loans or, in the case of the disbursement
      of Term Loans on the Closing Date, that will be deposited therein by the
      Collateral Agent from any reserve account maintained in respect of the
      Indebtedness refinanced by the initial Borrowing of Term Loans; provided that in
      lieu of a cash deposit to the Debt Service Reserve Account, the Borrower may
      fund all or any portion of the Debt Service Reserve Required Balance with a
      Debt
      Service Reserve Letter of Credit issued by an Acceptable Issuer pursuant to Section
      9.4 of this
      Agreement.




(f)  No
      Material Adverse Effect .
      Since
      the date of the most recent audited Financial Statements provided to the
      Administrative Agent, no event or circumstance shall have occurred or reasonably
      be expected to occur, which, individually or in the aggregate with other such
      events or circumstances, has had a continuing Material Adverse Effect or which
      could reasonably be expected to have a Material Adverse Effect.




28




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




Each
      Borrowing shall be deemed to be a representation and warranty by the Borrower
      that each of the statements set forth above in clauses
      (c) through (f) of this Section
      4.2 is true
      and correct as of the date of such Borrowing.




Section
      4.3  Conditions
      Precedent to Effectiveness of this Agreement and the
      Commitments.




This
      Agreement and the Commitments shall become effective upon the satisfaction
      of
      the following conditions precedent:




(a)  Organizational
      Documents .
      The
      Administrative Agent shall have received the following:




(i)  the
      certificate of incorporation of the Borrower, certified as of a recent date
      prior to the Execution Date by the Secretary of State of its state of
      incorporation;




(ii)  a
      certificate of good standing, certified as of a recent date prior to the
      Execution Date by the Secretary of State of its state of incorporation stating
      that the Borrower is in good corporate and tax standing under the laws of such
      states;




(iii)  a
      certificate of a Responsible Officer of the Borrower, dated the Execution Date,
      certifying that (A) provided in connection therewith is a true and correct
      copy
      (which may be in electronic form satisfactory to the Administrative Agent)
      of
      the bylaws of the Borrower as in effect on the Execution Date; (B) provided
      in
      connection therewith are true and correct copies of resolutions duly adopted
      by
      the board of directors of the Borrower and continuing in effect, which authorize
      the execution, delivery and performance by the Borrower of the Loan Documents
      to
      be executed by it and the consummation of the transactions contemplated thereby;
      and (C) there are no proceedings for the dissolution or liquidation of the
      Borrower;




(iv)  a
      certificate of the Secretary or an Assistant Secretary of the Borrower, dated
      the Execution Date, certifying the incumbency, signatures and authority of
      the
      officers of the Borrower authorized to execute, deliver and perform the Loan
      Documents to be executed by the Borrower;




(v)  a
      certificate of a Responsible Officer of the Borrower, dated the Execution Date,
      certifying that each of the following representations and warranties are true
      and correct as of the Execution Date, and such representations and warranties
      shall be deemed made hereunder as of the Execution Date for all purposes of
      the
      Loan Documents, including Section 8.1(g):




(A)
            Due
                Incorporation, Qualification, etc.
                The Borrower (1) is a corporation duly organized, validly existing
                and in
                good standing under the laws of its jurisdiction of incorporation;
                (2) has
                the power and authority to own, lease and operate its properties
                and carry
                on its business as now conducted; and (3) is duly qualified, licensed
                to
                do business and in good standing as a foreign corporation in each
                jurisdiction where its ownership, lease or operation of Property
                or the
                conduct of its business requires such qualification or license and
                where
                the failure to be so qualified or licensed could reasonably be expected
                to
                have a Material Adverse Effect.




29




(B)
            Authority.
                The execution, delivery and performance by the Borrower of this Agreement
                and the consummation of the transactions contemplated hereby (1)
                are
                within the power of the Borrower and (2) have been duly authorized
                by all
                necessary actions on the part of the
                Borrower.




(C)
            Enforceability.
                This Agreement has been duly executed and delivered by the Borrower
                and
                constitutes a legal, valid and binding obligation of the Borrower,
                enforceable against the Borrower in accordance with its terms, except
                as
                limited by bankruptcy, fraudulent conveyance, insolvency or other
                laws of
                general application relating to or affecting the enforcement of creditors’
                rights generally and general principles of
                equity.




(D)
            Non-Contravention.
                The execution and delivery by the Borrower of this Agreement and
                the
                performance by the Borrower of its obligations hereunder do not
                (1) contravene the Borrower’s organizational documents;
                (2) violate any Legal Requirement applicable to the Borrower;
                (3) violate any provision of, or result in the breach or the
                acceleration of, or entitle any other Person to accelerate (whether
                after
                the giving of notice or lapse of time or both), any Contractual Obligation
                of the Borrower or (4) result in the creation or imposition of any
                Lien (or the obligation to create or impose any Lien) upon any Property,
                asset or revenue of the Borrower other than Permitted
                Liens.




(E)
            Approvals.
                No material consent, approval, order or authorization of, or registration,
                declaration or filing with, any Governmental Authority or other Person
                (including equity holders of any Person) is required in connection
                with
                the execution or delivery by the Borrower of this Agreement and the
                performance by the Borrower of its obligations
                hereunder.




(F)
            No
                Violation or Default.
                No Default or Event of Default has occurred and is
                continuing.




(G)
            Litigation.
                Except as set forth in Schedule 5.7, no actions (including derivative
                actions), suits, proceedings (including arbitration proceedings or
                mediation proceedings) or investigations are pending or, to Borrower’s
                knowledge, threatened against any of the Loan Parties at law or in
                equity
                in any court, arbitration proceeding or before any other Governmental
                Authority which (1) if adversely determined, could reasonably be
                expected (alone or in the aggregate) to have a Material Adverse Effect
                or
                (ii) seek to enjoin, either directly or indirectly, the execution or
                delivery by the Borrower of this Agreement or the performance by
                the
                Borrower of its obligations hereunder and
                thereunder.




30




(b)  Opinion
      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
      Financing Party and dated the Execution Date, of Pillsbury Winthrop Shaw Pittman
      LLP, special counsel to the Borrower. Such opinion shall be in customary form
      and substance reasonably satisfactory to the Administrative Agent and address
      such matters as the Administrative Agent may reasonably request.




ARTICLE
      V




REPRESENTATIONS
      AND WARRANTIES




The
      Borrower hereby represents and warrants to the Administrative Agent and the
      other Financing Parties that as of the date of each Borrowing and each issuance
      of a Letter of Credit (except to the extent such representations and warranties
      relate to an earlier date, in which case, such representations and warranties
      shall be true as of such date):




Section
      5.1  Due
      Incorporation, Qualification, etc.




Each
      Loan
      Party (a) is a corporation, partnership or limited liability company duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of incorporation or formation; (b) has the power and authority
      to
      own, lease and operate its properties and carry on its business as now
      conducted; and (c) is duly qualified, licensed to do business and in good
      standing as a foreign corporation, partnership or limited liability company,
      as
      applicable, in each jurisdiction where its ownership, lease or operation of
      Property or the conduct of its business requires such qualification or license
      and where the failure to be so qualified or licensed could reasonably be
      expected to have a Material Adverse Effect.




Section
      5.2  Authority.




The
      execution, delivery and performance by each Loan Party of each Loan Document
      executed, or to be executed, by such Loan Party and the consummation of the
      transactions contemplated thereby (a) are within the power of such Loan
      Party and (b) have been duly authorized by all necessary actions on the
      part of such Loan Party.




Section
      5.3  Enforceability.




Each
      Loan
      Document executed, or to be executed, by each Loan Party has been, or will
      be,
      duly executed and delivered by such Loan Party and constitutes, or will
      constitute, a legal, valid and binding obligation of such Loan Party,
      enforceable against such Loan Party in accordance with its terms, except as
      limited by bankruptcy, fraudulent conveyance, insolvency or other laws of
      general application relating to or affecting the enforcement of creditors’
rights generally and general principles of equity.




31




Section
      5.4  Non-Contravention.




The
      execution and delivery by each Loan Party of the Loan Documents executed by
      such
      Loan Party and the performance and consummation by each Loan Party of the
      transactions contemplated thereby do not (a) contravene such Loan Party’s
      organizational documents; (b) violate any Legal Requirement applicable to
      such Loan Party; (c) violate any provision of, or result in the breach or
      the acceleration of, or entitle any other Person to accelerate (whether after
      the giving of notice or lapse of time or both), any Contractual Obligation
      of
      such Loan Party or (d) result in the creation or imposition of any Lien (or
      the obligation to create or impose any Lien) upon any Property, asset or revenue
      of such Loan Party (except such Liens as may be created in favor of the
      Collateral Agent for the benefit of itself and the Secured Parties pursuant
      to
      this Agreement or the other Loan Documents).




Section
      5.5  Approvals;
      No Other Business.




(a)  Except
      as
      set forth on Schedule
      5.5 ,
      no
      material consent, approval, order or authorization of, or registration,
      declaration or filing with, any Governmental Authority or other Person
      (including equity holders of any Person) is required in connection with the
      execution, delivery or performance by any Loan Party of the Loan Documents
      executed by such Loan Party or consummation of the transactions contemplated
      thereby, except for those which have been made or obtained and are in full
      force
      and effect.




(b)  All
      Governmental Authorizations required for the ownership, leasing, operation
      and
      maintenance of the businesses of the Borrower and its Subsidiaries have been
      duly obtained and are in full force and effect without any known conflict with
      the rights of others and free from any unduly burdensome restrictions,
      except  where
      any
      such failure to obtain such Governmental Authorizations or any such conflict
      or
      restriction could not reasonably be expected to have, either individually or
      in
      the aggregate, a Material Adverse Effect. None of the Borrower or any of its
      Subsidiaries has Actual Knowledge of any notice or other communication from
      any
      Governmental Authority regarding (i) any revocation, withdrawal,
      suspension, termination or modification of, or the imposition of any material
      conditions with respect to, any Governmental Authorization, or (ii) any
      other limitations on the conduct of business by any such Loan Party, except
      where any such revocation, withdrawal, suspension, termination, modification,
      imposition or limitation could not reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect.




(c)  Except
      for any consents or approvals required for the Collateral Agent or any
      foreclosure purchaser to become the lessee under any FBO Lease or as set forth
      on Schedule 5.5 ,
      no
      Governmental Authorization is required for either (i) the pledge or grant
      by any Loan Party of the Liens purported to be created in favor of the
      Collateral Agent for the benefit of the Secured Parties in connection herewith
      or any other Loan Document or (ii) the exercise by the Collateral Agent of
      any rights or remedies in respect of any Collateral (whether specifically
      granted or created pursuant to any of the Security Documents or created or
      provided for by any Governmental Rule), except, in each case, for (A) such
      Governmental Authorizations that have been obtained and are in full force and
      effect and fully disclosed to Administrative Agent in writing, and
      (B) filings or recordings contemplated in connection with this Agreement or
      any Security Document.




32




(d)  None
      of
      the Borrower, Mercury, SJJC or any of their respective Subsidiaries engages,
      either directly or indirectly, in any business other than the businesses
      conducted by the Borrower and its Subsidiaries as of the Execution Date or
      any
      business substantially related or incidental thereto.




Section
      5.6  No
      Violation or Default.




(a)  None
      of
      the Borrower or any of its Subsidiaries is in violation of or in default with
      respect to (i) any Legal Requirement applicable to such Person or
      (ii) any Contractual Obligation of such Person (nor is there any waiver in
      effect which, if not in effect, would result in such a violation or default),
      where, in each case, such violation or default could reasonably be expected
      to
      have a Material Adverse Effect.




(b)  Without
      limiting the generality of the foregoing, none of the Borrower or any of its
      Subsidiaries (i) has violated any Environmental Laws, (ii) has any
      liability under any Environmental Laws or (iii) has Actual Knowledge of an
      investigation or is under investigation by any Governmental Authority having
      authority to enforce Environmental Laws, where such violation, liability or
      investigation could reasonably be expected to have a Material Adverse
      Effect.




(c)  No
      Default or Event of Default has occurred and is continuing.




Section
      5.7  Litigation.




Except
      as
      set forth in Schedule
      5.7 ,
      no
      actions (including derivative actions), suits, proceedings (including
      arbitration proceedings or mediation proceedings) or investigations are pending
      or, to Borrower’s knowledge, threatened against any of the Loan Parties at law
      or in equity in any court, arbitration proceeding or before any other
      Governmental Authority which (i) if adversely determined, could reasonably
      be expected (alone or in the aggregate) to have a Material Adverse Effect or
      (ii) seek to enjoin, either directly or indirectly, the execution, delivery
      or performance by any Loan Party of the Loan Documents or the transactions
      contemplated thereby.




Section
      5.8  Possession
      Under Leases; Title.




(a)  Schedule 5.8 lists
      all Material Leases, including the Heliport Contract. The Borrower and its
      Subsidiaries have complied with all material obligations under all Material
      Leases to which they are a party and enjoy peaceful and undisturbed possession
      under such Material Leases. Neither the Borrower nor any of its Subsidiaries
      own
      any real property.




33




(b)  The
      Borrower and its Subsidiaries own and have good and marketable title, or a
      valid
      leasehold interest in, all Property necessary in their businesses as currently
      conducted and as currently proposed to be conducted.




(c)  None
      of
      the Property referred to in the foregoing paragraph
      (b) is
      subject to Liens other than Permitted Liens.




Section
      5.9  Financial
      Statements.




The
      Financial Statements of the Borrower and its Subsidiaries (prepared on a
      consolidated basis) which have been delivered to the Administrative Agent in
      accordance with Section
      6.1 ,
      (a) are in accordance with the books and records of such Loan Parties,
      which have been maintained in accordance with good business practice;
      (b) have been prepared in conformity with GAAP subject, in the case of
      unaudited Financial Statements only, to normal year-end audit adjustments and
      the absence of footnotes, none of which, if provided, would reflect a material
      adverse change in the business, assets, financial condition or operating
      performance of such Loan Parties taken as a whole; and (c) fairly present
      in all material respects the financial conditions and results of operations
      of
      such Loan Parties, respectively, as of the date thereof and for the period
      covered thereby. Neither the Borrower nor any of its Subsidiaries have any
      contingent obligations, liability for taxes or other outstanding obligations
      (including obligations in respect of off-balance sheet transactions) required
      to
      be shown on an annual or quarterly Financial Statement, as applicable, in
      accordance with GAAP, which, in any such case, are material in the aggregate,
      except as disclosed in the audited Financial Statements furnished to the
      Administrative Agent prior to the Closing Date pursuant to Section
      4.1(f)(i) ,
      or in
      the Financial Statements delivered to the Administrative Agent pursuant to Sections
      6.1(a) or (b) or
      otherwise disclosed in writing to the Administrative Agent.




Section
      5.10  Creation,
      Perfection and Priority of Liens.




Except
      as
      set forth on Schedule
      5.10 and
      except with respect to Motor Vehicles and other Equipment covered by a
      certificate of title or ownership, as of the Closing Date, (a) the
      execution and delivery of the Loan Documents by the Loan Parties, together
      with
      the filing of any Uniform Commercial Code financing statements and the recording
      of the U.S. Patent and Trademark Office filings delivered to the Administrative
      Agent for filing and recording, and the recording of any mortgages or deeds
      of
      trust delivered to the Administrative Agent for recording (but not yet
      recorded), are effective to create in favor of the Collateral Agent for the
      benefit of the Secured Parties, as security for the Obligations, a valid and
      perfected first priority Lien on all of the Collateral as of the Closing Date
      (subject only to Permitted Liens), and (b) all filings and other actions
      necessary or desirable to perfect and maintain the perfection and first priority
      status of such Liens have been duly made or taken and remain in full force
      and
      effect.




Section
      5.11  Equity
      Securities.




All
      outstanding Equity Securities of the Borrower and its Subsidiaries are duly
      authorized, validly issued, fully paid and non-assessable. There are no
      outstanding subscriptions, options, conversion rights, warrants or other
      agreements or commitments of any nature whatsoever (firm or conditional)
      obligating any such Loan Party to issue, deliver, sell or purchase, or cause
      to
      be issued, delivered, sold or purchased, any additional Equity Securities of
      any
      such Loan Party, or obligating any such Loan Party to grant, extend or enter
      into any such agreement or commitment. All Equity Securities of each such Loan
      Party have been offered and sold in compliance with all federal and state
      securities laws and all other Legal Requirements, except where any failure
      to
      comply is not reasonably likely to have a Material Adverse Effect.




34




Section
      5.12  No
      Agreements to Sell Assets; Etc.




Neither
      the Borrower nor any of its Subsidiaries have any legal obligation, absolute
      or
      contingent, to any Person to sell the assets of such Loan Party (except as
      permitted by Section 7.3 ),
      or to
      effect any merger, consolidation or other reorganization of any such Loan Party
      (except as permitted by Section 7.4 )
      or to
      enter into any agreement with respect thereto.




Section
      5.13  Employee
      Benefit Plans.




(a)  Except
      as
      set forth on Schedule
      5.13 ,
      no
      Employee Benefit Plan is a Plan as of the Closing Date, and no Employee Benefit
      Plan with a reasonably expected annual contribution obligation of more than
      $500,000 is a Plan. Except as set forth on Schedule
      5.13 ,
      as of
      the Closing Date, neither the Borrower nor any of its Subsidiaries have any
      liability with respect to any post-retirement benefit under any Employee Benefit
      Plan which is an employee welfare benefit plan (as defined in
      section 3(1)  of ERISA), other than (i) liability for health plan
      continuation coverage described in Part 6 of Title I of ERISA, or (ii) other
      liability which could not reasonably be expected to have a Material Adverse
      Effect.




(b)  Except
      for compliance failures which may be corrected under the Employee Plans
      Compliance Resolution System without a Material Adverse Effect, each Employee
      Benefit Plan maintained by the Borrower or any Subsidiary complies, in both
      form
      and operation, in all material respects, with its terms, ERISA and the IRC,
      and,
      to the knowledge of the Borrower, no condition exists or event has occurred
      with
      respect to any Employee Benefit Plan which would result in the incurrence by
      the
      Borrower or any of its Subsidiaries or any ERISA Affiliate of any liability,
      fine or penalty which would result in a Material Adverse Effect. Each Employee
      Benefit Plan, related trust agreement, arrangement and commitment of the
      Borrower or any of its Subsidiaries or any ERISA Affiliate is legally valid
      and
      binding and in full force and effect, except to the extent that the failure
      to
      be so legally valid, binding, and in full force and effect could not reasonably
      be expected to have a Material Adverse Effect. To the best knowledge of the
      Borrower or any other Loan Party, as of the Closing Date, no Employee Benefit
      Plan is being audited or investigated by any government agency or is subject
      to
      any pending or threatened material claim or suit, which could reasonably be
      expected to result in a Material Adverse Effect. None of the Borrower or its
      Subsidiaries, or, to the best knowledge of the Borrower, the ERISA Affiliates
      or
      any fiduciary of any Employee Benefit Plan has, individually or in the
      aggregate, engaged in a prohibited transaction under section 406 of ERISA or
      section 4975 of the IRC which would result in a Material Adverse Effect to
      the
      Loan Parties, taken as a whole.




(c)  Except
      as
      set forth on Schedule
      5.13 ,
      none of
      the Borrower or any of its Subsidiaries contributes to or has any material
      contingent obligations to any Multiemployer Plan as of the Closing Date, and
      none of the Borrower or any of its Subsidiaries or the ERISA Affiliates has
      (i)
      a reasonably expected annual contribution obligation of more than $500,000
      to
      any Multiemployer Plan or (ii) has any contingent obligation to any
      Multiemployer Plan which could reasonably be expected to result in a Material
      Adverse Effect. None of the Borrower or any of its Subsidiaries or the ERISA
      Affiliates has any material liability (including secondary liability) to any
      Multiemployer Plan as a result of a complete or partial withdrawal from such
      Multiemployer Plan under section 4201 of ERISA or as a result of a sale of
      assets described in section 4204 of ERISA, which liability could reasonably
      be
      expected to have a Material Adverse Effect. None of the Borrower or any of
      its
      Subsidiaries or the ERISA Affiliates has been notified that any Multiemployer
      Plan is in reorganization or insolvent under and within the meaning of section
      4241 or section 4245 of ERISA or that any Multiemployer Plan intends to
      terminate or has been terminated under section 4041A of ERISA, except to the
      extent that such event could not reasonably be expected to have a Material
      Adverse Effect.




35




Section
      5.14  Other
      Regulations.




Neither
      the Borrower nor any of its Subsidiaries is subject to regulation under the
      Investment Company Act of 1940, the Public Utility Holding Company Act of 2005,
      the Federal Power Act, the Interstate Commerce Act, any state public utilities
      code or to any other Governmental Rule limiting its ability to incur
      Indebtedness.




Section
      5.15  Patent
      and Other Rights.




The
      Borrower and its Subsidiaries own, license or otherwise have the full right
      to
      use, under validly existing agreements, all material patents, licenses,
      trademarks, trade names, trade secrets, service marks, copyrights and all rights
      with respect thereto, which are required to conduct their businesses as now
      conducted and as currently proposed to be conducted, except where the failure
      to
      own, license or otherwise have the full right to use could not reasonably be
      expected to result in a Material Adverse Effect. Each of the patents,
      trademarks, trade names, service marks and copyrights owned by any such Loan
      Party which is registered with any Governmental Authority is set forth on Schedule 5.15 .
      The
      Borrower and its Subsidiaries conduct their respective businesses without
      infringement or, to the best of the Borrower’s knowledge, claim of infringement
      of any trademark, trade name, trade secret, service mark, patent, copyright,
      license or other intellectual property right of other Persons, except where
      such
      infringement or claim of infringement could not reasonably be expected to have
      a
      Material Adverse Effect. There is no infringement or, to the best of the
      Borrower’s knowledge, claim of infringement by others of any material trademark,
      trade name, trade secret, service mark, patent, copyright, license or other
      intellectual property right of any of such Loan Parties.




Section
      5.16  Governmental
      Charges.




Each
      of
      the Borrower and its Subsidiaries has timely filed or caused to be filed, or
      has
      timely requested extensions for, all tax returns which are required to be filed
      by it. Each of the Borrower and its Subsidiaries has paid, or made provision
      for
      the payment of, all Taxes and other Governmental Charges which have or may
      have
      become due pursuant to said returns or otherwise and all other indebtedness,
      except such Governmental Charges or indebtedness, if any, which are being
      contested in good faith and as to which adequate reserves (determined in
      accordance with GAAP) have been established. Except as could not reasonably
      be
      expected to have a Material Adverse Effect, proper and accurate amounts have
      been withheld by each such Loan Party from its employees for all periods in
      full
      and complete compliance with the tax, social security and unemployment
      withholding provisions of applicable federal, state, local and foreign law
      and
      such withholdings have been timely paid to the respective Governmental
      Authorities. Except as set forth on Schedule
      5.16 and as
      could not reasonably be expected to have a Material Adverse Effect, neither
      the
      Borrower nor any of its Subsidiaries has executed or filed with the Internal
      Revenue Service or any other Governmental Authority any agreement or document
      extending, or having the effect of extending, the period for assessment or
      collection of any Taxes or Governmental Charges.




36




Section
      5.17  Margin
      Stock.




Neither
      the Borrower nor any of its Subsidiaries owns any Margin Stock which, in the
      aggregate, would constitute a substantial part of the assets of such Loan Party,
      and no proceeds of any Loan will be used to purchase or carry, directly or
      indirectly, any Margin Stock or to extend credit, directly or indirectly, to
      any
      Person for the purpose of purchasing or carrying any Margin Stock.




Section
      5.18  Subsidiaries,
      Etc.




Schedule
      5.18 (as
      supplemented by the Borrower quarterly (or as needed to meet the conditions
      to
      lending for any Borrowing) in a written notice to the Administrative Agent)
      sets
      forth each of the Subsidiaries of the Borrower, its jurisdiction of
      organization, the classes of its Equity Securities, the number of shares of
      each
      such class issued and outstanding, the percentages of Equity Securities of
      each
      such class owned directly or indirectly by the Borrower and whether the Borrower
      owns such Equity Securities directly or, if not, the Subsidiary of the Borrower
      that owns such Equity Securities and the number of shares and percentages of
      Equity Securities of each such class owned directly or indirectly by the
      Borrower. All of the outstanding Equity Securities of each such Subsidiary
      indicated on Schedule
      5.18 as owned
      by the Borrower are owned beneficially and of record by the Borrower or a
      Subsidiary of the Borrower free and clear of all Liens other than Permitted
      Liens.




Section
      5.19  Solvency,
      Etc.




Each
      of
      the Investor and the Borrower and its Subsidiaries is Solvent and, after the
      execution and delivery of the Loan Documents and the consummation of the
      transactions contemplated thereby, will be Solvent.




Section
      5.20  Labor
      Matters.




There
      are
      no disputes presently subject to grievance procedure, arbitration or litigation
      under any of the collective bargaining agreements, employment contracts or
      employee welfare or incentive plans to which any of the Borrower or its
      Subsidiaries is a party, and there are no strikes, lockouts, work stoppages
      or
      slowdowns, or, to the best knowledge of the Borrower, jurisdictional disputes
      or
      organizing activities occurring or threatened, which alone or in the aggregate
      could reasonably be expected to have a Material Adverse Effect.




37




Section
      5.21  Contracts.




(a)  Schedule 5.21 lists
      all of the following contracts (“ Contracts ”)
      of the
      Borrower and each of its Subsidiaries as of the Closing Date other than
      contracts relating solely to Immaterial FBOs:




(i)  each
      partnership, joint venture or other similar material agreement or arrangement
      to
      which any of the Borrower or its Subsidiaries is a party with any third
      party;




(ii)  all
      other
      contracts and agreements relating to the airport services businesses of the
      Borrower and its Subsidiaries pursuant to which any of the Borrower or its
      Subsidiaries, individually or collectively, are obligated to spend (whether
      by
      direct payment or through rendering services or otherwise) or have a contractual
      right to receive revenues in excess of, $500,000 during any twelve-month
      period;




(iii)  each
      agreement of the Borrower and its Subsidiaries relating to indebtedness for
      borrowed money (whether incurred, assumed, guaranteed or secured by any
      asset);




(iv)  each
      contract containing covenants purporting to materially limit the freedom of
      the
      Borrower or any of its Subsidiaries to compete in any line of business or in
      any
      geographic area;




(v)  each
      other agreement which has aggregate expenditure obligations of $1,000,000 or
      more to any Person.




(b)  Each
      of
      the Material Contracts has a term and renewal period as set forth in Schedule 5.21 ,
      such
      Material Contracts are in full force and effect, are valid and binding, and
      enforceable against the Borrower and its Subsidiaries, as applicable, and,
      to
      the best of the Borrower’s knowledge, the other parties thereto in accordance
      with their respective terms. Neither the Borrower nor any of its Subsidiaries,
      nor, to the best of the Borrower’s knowledge, any other party to any such
      contract, is in default in the performance of, or is not in compliance with,
      any
      material provision of any such Material Contract, including any minimum service
      requirements under any Material Contract, and no event has occurred that with
      the passage of time or the giving of notice or both would constitute a default
      by the Borrower or any Subsidiary or, to the best of the Borrower’s knowledge,
      any other party under any material provision thereof entitling the termination
      of such Material Contract. No material right of rescission, setoff, counterclaim
      or defense has been asserted and remains outstanding with respect to any
      Material Contract or Material Contract Right. No Material Contract or Material
      Contract Right has been sold, transferred, assigned or pledged (unless such
      pledge has been released prior to the date hereof) by any of the Borrower or
      its
      Subsidiaries and have not been pledged (unless such pledge has been released
      prior to the date hereof) by any of their respective predecessors-in-interest
      in
      respect of any such Material Contract to any Person other than the Collateral
      Agent for the benefit of the Secured Parties.




(c)  Except
      as
      disclosed in Schedule 5.21 or as
      relates solely to Immaterial FBOs, no material supplier to or landlord of any
      of
      the Borrower or its Subsidiaries, including any party to the FBO Leases or
      the
      Heliport Contract or any Governmental Authority, has taken, and neither the
      Borrower nor any of its Subsidiaries has received, any written notice that,
      any
      material supplier to or landlord of any of the Borrower or its Subsidiaries,
      including any party to any of the FBO Leases or the Heliport Contract, or any
      Governmental Authority, contemplates taking, any steps to terminate the business
      relationship of any of the Borrower or its Subsidiaries with such supplier
      or
      landlord, including any party to the FBO Leases or the Heliport Contract, which
      could reasonably be expected to have a Material Adverse Effect.




38




(d)  None
      of
      the Borrower or its Subsidiaries or any of their Properties are subject to
      any
      Contractual Obligation which could reasonably be expected to have a Material
      Adverse Effect.




Section
      5.22  No
      Material Adverse Effect.




No
      event
      has occurred and no condition exists which has had a continuing Material Adverse
      Effect or could reasonably be expected to have a Material Adverse
      Effect.




Section
      5.23  Accuracy
      of Information Furnished.




The
      representations set forth in the Loan Documents and the other certificates,
      statements and information (excluding the financial statements covered by Section
      5.9 and the
      projections covered by the next sentence) furnished by the Loan Parties to
      the
      Financing Parties and advisors and agents of the Financing Parties in connection
      with the Loan Documents and the transactions contemplated thereby, taken as
      a
      whole, are true, complete and correct in all material respects, do not contain
      any untrue statement of a material fact and do not omit to state any material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading. All projections furnished by the
      Loan Parties to the Administrative Agent and the Lenders in connection with
      the
      Loan Documents, and the transactions contemplated thereby have been prepared
      on
      a basis consistent with the historical financial statements described above,
      except as described therein, have been based upon reasonable assumptions and
      represent, as of their respective dates of presentations, the Loan Parties’
reasonable estimates of the future performance of the Loan Parties.




Section
      5.24  Brokerage
      Commissions.




No
      person
      other than Macquarie Securities (USA) Inc. is entitled to receive any brokerage
      commission, finder’s fee or similar fee or payment in connection with the
      extensions of credit contemplated by this Agreement as a result of any agreement
      entered into by any Loan Party. No brokerage or other fee, commission or
      compensation is to be paid by the Lenders with respect to the extensions of
      credit contemplated hereby as a result of any agreement entered into by a Loan
      Party, and the Borrower agrees to indemnify the Administrative Agent and the
      Lenders against any such claims for brokerage fees or commissions and to pay
      all
      expenses including reasonable attorney’s fees incurred by the Administrative
      Agent and the Lenders in connection with the defense of any action or proceeding
      brought to collect any such brokerage fees or commissions.




39




Section
      5.25  Policies
      of Insurance.




Schedule
      5.25 sets
      forth a true and complete listing of all insurance maintained by the Borrower
      and its Subsidiaries as of the Closing Date. Such insurance has not been
      terminated and is in full force and effect, and each of such Loan Parties has
      taken all action required to be taken as of the date of this Agreement to keep
      unimpaired its rights thereunder in all material respects. The Properties of
      the
      Borrower and its Subsidiaries are insured with financially sound and reputable
      insurance companies not Affiliates of the Loan Parties in such amounts, with
      such deductibles and covering such risks as are customarily carried by companies
      engaged in similar businesses and owning similar properties in localities where
      the Borrower and its Subsidiaries operate. Without limiting the generality
      of
      the foregoing, the Borrower and its Subsidiaries are in compliance in all
      material respects with the requirements set forth in Section
      6.5 .




Section
      5.26  Project
      Accounts.




Schedule
      5.26 sets
      forth a true and complete listing of all bank accounts and securities accounts
      maintained by the Borrower and its Subsidiaries as of the Closing Date (together
      with any additional or replacement accounts from time to time established and
      maintained by any of the Borrower or its Subsidiaries in accordance with Article
      IX hereof,
      the “ Project
      Accounts ”).




Section
      5.27  Agreements
      with Affiliates and Other Agreements.




Except
      as
      disclosed on Schedule 5.27 ,
      none of
      the Borrower and its Subsidiaries has entered into and, as of the Closing 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. None of such Loan Parties is a party to or is
      bound by any Contractual Obligation or is subject to any restriction under
      its
      respective charter or formation documents, which could reasonably be expected
      to
      have a Material Adverse Effect.




Section
      5.28  No
      Indebtedness.




Except
      for Permitted Indebtedness and any Indebtedness described in Schedule
      5.28 ,
      neither
      the Borrower nor any of its Subsidiaries has created, incurred, assumed or
      permitted to exist any Indebtedness or Guarantee Obligations.




Section
      5.29  Environmental
      Matters.




Except
      as
      disclosed in Schedule 5.29 ,
      (i) there are no facts, circumstances, conditions or occurrences regarding
      any of the Borrower or its Subsidiaries or their respective Properties that
      could reasonably be expected to give rise to any Environmental Claims that
      could
      reasonably be expected to have a Material Adverse Effect; (ii) there are no
      past, pending or, to the best of the Borrower’s knowledge, threatened
      Environmental Claims against any of such Loan Parties or their respective
      Properties that, individually or in the aggregate, could reasonably be expected
      to have a Material Adverse Effect, and (iii) neither the Borrower nor any
      of its Subsidiaries nor, to the best of the Borrower’s knowledge, any other
      Person, have used, released, discharged, generated or stored any Hazardous
      Material at, on or under their respective Properties, and there are no Hazardous
      Materials used or presently at, on or under such Properties, except in
      compliance in all material respects with applicable Environmental
      Laws.




40




Section
      5.30  Fuel
      Payment Arrangements.




Each
      Subsidiary of the Borrower operating a Non-Eligible FBO is obligated to pay,
      and
      does pay, the purchase price for aviation fuel within three (3) Business Days
      after delivery, and each other Subsidiary of the Borrower (except for
      Subsidiaries operating Immaterial FBOs) is obligated to pay, and does pay,
      the
      purchase price for aviation fuel within seven (7) Business Days after delivery.
      All such aviation fuel is purchased on the basis of the prevailing market price
      at the time of delivery.




Section
      5.31  Supplementation
      of Representations and Warranties.




The
      Borrower may, with the consent of the Required Lenders (such consent not to
      be
      unreasonably withheld or delayed), supplement or amend the Schedules to the
      Loan
      Documents so as to update such Schedules from and after the Execution
      Date.




ARTICLE
      VI




AFFIRMATIVE
      COVENANTS




From
      and
      after the Closing Date and until the termination of the Commitments and the
      satisfaction in full by the Borrower of all Obligations, the Borrower will
      comply with the following affirmative covenants, unless the Required Lenders
      shall otherwise consent in writing:




Section
      6.1  Financial
      Statements; Operating Reports; Financial Certifications.




The
      Borrower shall furnish to the Administrative Agent and each Lender the
      following:




(a)  as
      soon
      as available and in no event later than ninety (90) days after the close of
      each
      fiscal year of the Borrower, (i) copies of the audited Financial Statements
      of the Borrower and its Subsidiaries prepared on a consolidated basis for such
      year audited by KPMG LLP or another recognized firm of independent certified
      public accountants acceptable to the Administrative Agent (without a “going
      concern” or like qualification or exception and without any qualification or
      exception as to the scope of such audit) to the effect that such Financial
      Statements present fairly in all material respects the financial condition
      and
      results of operations of the Borrower and its Subsidiaries on a consolidated
      basis in accordance with GAAP consistently applied, which Financial Statements
      shall be accompanied by a narrative from management of the Borrower which
      discusses results for such period, and (ii) copies of the unqualified
      opinions and, to the extent delivered, management letters delivered by such
      accountants in connection with all such Financial Statements;




(b)  as
      soon
      as available and in no event later than forty-five (45) days after the last
      day
      of each of the first three fiscal quarters of each fiscal year of the Borrower,
      copies of the Financial Statements of the Borrower and its Subsidiaries prepared
      on a consolidated basis for such quarter and for the fiscal year to date,
      certified by the president, chief financial officer or treasurer of the Borrower
      to present fairly in all material respects the financial condition, results
      of
      operations and other information reflected therein and to have been prepared
      in
      accordance with GAAP (subject to normal year-end audit adjustments and the
      absence of notes);




41




(c)  as
      soon
      as available and in no event later than thirty (30) days after the last day
      of
      each calendar month, a copy of the monthly operating report of the Borrower
      and
      its Subsidiaries for such month and for the fiscal year to date in the form
      previously provided to the Administrative Agent;




(d)  contemporaneously
      with the delivery of the Financial Statements and the monthly operating report
      required by the foregoing paragraphs
      (a) , (b) and (c) ,
      (i) a compliance certificate of the president, chief financial officer or
      treasurer of the Borrower which states that no Default or Event of Default
      has
      occurred and is continuing or, if any Default or Event of Default has occurred
      and is continuing, a statement as to the nature thereof and what action the
      Borrower proposes to take with respect thereto; and (ii) a certificate of
      the president, chief financial officer or treasurer of the Borrower attaching
      a
      statement of all Expansion Capital Expenditures made during the previous fiscal
      quarter and the source of funds therefor and certifying that all such
      expenditures complied with Section 7.16 ;
      and




(e)  no
      later
      than thirty (30) days after each Calculation Date, a certificate of the
      president, chief financial officer or treasurer of the Borrower, in
      substantially the form of Exhibit E ,
      certifying as to (i) the Backward Debt Service Coverage Ratio for the
      Calculation Period ending on such Calculation Date, (ii) the Forward Debt
      Service Coverage Ratio for the Calculation Period commencing on the day
      following such Calculation Date, (iii) the Leverage Ratio for the
      Calculation Period ending on such Calculation Date and (iv) EBITDA for the
      Calculation Period ending on such Calculation Date, in each case together with
      reasonably detailed information and calculations attached thereto supporting
      such certification.




Section
      6.2  Other
      Notices and Reports.




The
      Borrower shall furnish to the Administrative Agent and each Lender the
      following, each in such form and such detail as the Administrative Agent or
      the
      Required Lenders shall reasonably request:




(a)  in
      no
      event later than five (5) Business Days after any of the Borrower or its
      Subsidiaries knows of the occurrence or existence of (i) any Reportable
      Event under any Plan or Multiemployer Plan, (ii) any actual or threatened
      litigation, suits, claims, disputes or investigations against any of the
      Borrower or its Subsidiaries involving potential monetary damages payable by
      any
      such Loan Party of $1,000,000 or more (alone or in the aggregate) or in which
      injunctive relief or similar relief is sought, which relief, if granted, could
      be reasonably expected to have a Material Adverse Effect, (iii) any other
      event or condition which, either individually or in the aggregate, could be
      reasonably expected to have a Material Adverse Effect, including (A) breach
      or non-performance of, or any default under, a Contractual Obligation of any
      of
      the Borrower or its Subsidiaries; (B) any dispute, litigation,
      investigation, proceeding or suspension between any of the Borrower or its
      Subsidiaries and any Governmental Authority or Airport Authority; or
      (C) the commencement of, or any material development in, any litigation or
      proceeding affecting any of the Borrower or its Subsidiaries or any Material
      Contract, including pursuant to any applicable Environmental Laws; (iv) any
      Default or Event of Default, or (v) any material change in accounting
      policies of or financial reporting practices by the applicable Loan Party.
      Each
      notice pursuant to this Section 6.2(a) shall be
      accompanied by a statement of a Responsible Officer of the Borrower setting
      forth details of the occurrence referred to therein and stating what action
      the
      Borrower has taken and proposes to take with respect thereto. Each notice
      pursuant to this Section 6.2(a) shall
      describe with particularity any and all provisions of this Agreement or other
      Loan Document that have been or are alleged to have been breached;




42




(b)  as
      soon
      as available, and in any event not later than the last Business Day of each
      fiscal year of the Borrower, (i) an annual consolidated operating budget
      for the following fiscal year for the Borrower and its Subsidiaries, including
      a
      detailed forecast of both Expansion Capital Expenditures and other capital
      expenditures for such fiscal year, and (ii) projected consolidated
      Financial Statements of the Borrower and its Subsidiaries for the following
      fiscal year;




(c)  as
      soon
      as available, and in any event not later than forty-five (45) days following
      the
      last day of each fiscal quarter of the Borrower, (i) a quarterly report
      from the chief executive officer of the Borrower showing in reasonable detail
      any variances between actual revenues and budgeted revenues (as shown in the
      relevant annual operating budget) and actual operating expenses incurred and
      budgeted operating expenses (as shown in the relevant annual operating budget)
      in respect of such fiscal quarter, together with a narrative explanation of
      the
      reasons for any such variance of 10% or more, and (ii) if an Event of
      Default has occurred and is continuing, such other operating or budget
      information as the Administrative Agent may reasonably request;




(d)  as
      soon
      as possible and in no event later than ten (10) days prior to the acquisition
      or
      expansion by any of the Borrower or its Subsidiaries of any material leasehold
      or ownership interest in real property, a written supplement to Schedule
      5.8 ;




(e)  as
      soon
      as possible prior to the occurrence of any event or circumstance that would
      require a prepayment pursuant to Section
      2.9(c) ,
      a
      statement of a Responsible Officer of the Borrower setting forth the details
      thereof;




(f)  (i) as
      soon as possible and in no event later than five (5) Business Days
      after the receipt thereof by any of the Borrower or its Subsidiaries, a copy
      of
      any notice, summons, citations or other written communications concerning any
      actual, alleged, suspected or threatened violation of any Environmental Law,
      or
      any liability of any such Loan Party for Environmental Damages, where any such
      violation could reasonably be expected to involve compliance costs in excess
      of
      $250,000 with respect to each such violation or to have a Material Adverse
      Effect; and (ii) promptly after the occurrence thereof, notice of
      (A) any use, release, discharge, generation or storage of any Hazardous
      Material at, from, on or under any property owned or leased by any of the
      Borrower or its Subsidiaries that, individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect and (B) the
      incurrence of any expense or loss by any Governmental Authority or Airport
      Authority in connection with the assessment, containment or removal or
      remediation of any Hazardous Material for which expense or loss, individually
      or
      in the aggregate, could reasonably be expected to have a Material Adverse
      Effect; and




43




(g)  copies
      of
      amendments, supplements or other modifications to any Material Contract no
      later
      than twenty (20) days after such amendment, supplement or other modification
      has
      been made;




(h)  promptly
      and in no event later than five (5) days after the applicable Loan Party obtains
      knowledge thereof, a statement of a Responsible Officer of the Borrower advising
      of the potential loss or termination of any Material Contract other than a
      termination resulting from the expiration of a Material Contract at its stated
      maturity date, unless such expiration is due to the failure of the FBO operator
      or the relevant airport authority to exercise an option to extend the term
      under
      the Material Contract;




(i)  as
      soon
      as possible and in no event later than five (5) Business Days after any of
      the
      Borrower or its Subsidiaries becomes aware thereof, the occurrence of any event
      giving rise (or that could reasonably be expected to give rise) to a claim
      under
      any insurance policy required to be maintained with respect to the Business
      of
      more than $500,000, with copies of any document relating thereto (including
      copies of any such claim) in the possession or control of the
      Borrower;




(j)  within
      10
      Business Days of each anniversary of the Closing Date, an updated summary of
      all
      insurance coverage of the Borrower and its Subsidiaries (including any changes
      to such insurance policies since the previous such summary) certified by a
      Responsible Officer of the Borrower, which summary shall be reasonably
      satisfactory to the Administrative Agent; and




(k)  such
      other instruments, agreements, certificates, opinions, statements, documents
      and
      information relating to the Properties, operations or condition (financial
      or
      otherwise) of the Borrower and its Subsidiaries, and compliance by the Loan
      Parties with the terms of this Agreement and the other Loan Documents as the
      Administrative Agent may from time to time reasonably request.




Section
      6.3  Books
      and Records.




The
      Borrower shall keep, and shall cause each of its Subsidiaries to keep, at all
      times proper books of record and account in which full, true and correct entries
      will be made of their respective transactions and assets and business in
      accordance with GAAP.




Section
      6.4  Inspections.




The
      Borrower shall permit, and shall cause each of its Subsidiaries to permit,
      the
      Administrative Agent and each Lender, or any agent or representative thereof,
      upon reasonable notice and during normal business hours (except that if an
      Event
      of Default shall have occurred and be continuing, no such notice is required),
      to visit and inspect any of the properties and offices of the Borrower or its
      Subsidiaries, to conduct audits of any or all of the Collateral, to examine
      the
      books and records of the Borrower or its Subsidiaries and make copies thereof,
      and to discuss the affairs, finances and business of the Borrower or its
      Subsidiaries with, and to be advised as to the same by, their officers, auditors
      and accountants, all at such times and intervals as the Administrative Agent
      or
      any Lender may reasonably request. The Borrower may have a representative attend
      any meeting with the Borrower’s independent accountants so long as such right
      does not unreasonably delay the scheduling of any meeting. Inspections pursuant
      to this Section
      6.4 shall be
      at the Borrower’s expense with respect to one (1) inspection in any calendar
      year and with respect to all inspections and audits during the existence of
      a
      Default or Event of Default.




44




Section
      6.5  Insurance.




The
      Borrower shall do, and shall cause its Subsidiaries to do the
      following:




(a)  carry
      and
      maintain insurance during the term of this Agreement of the types, in the
      amounts and subject to such deductibles and other terms customarily carried
      from
      time to time by others engaged in substantially the same business as such Person
      and operating in the same geographic area as such Person, including fire, public
      liability, property damage and worker’s compensation and in accordance with the
      reasonable recommendations of the Insurance Consultant;




(b)  without
      limiting the foregoing, carry and maintain insurance during the term of this
      Agreement of the types, in no lower amounts and subject to no higher deductibles
      as are carried by the Borrower and its Subsidiaries as of the Closing Date
      unless the Administrative Agent shall have otherwise consented in writing (which
      consent shall not be unreasonably withheld or delayed); provided that the
      Borrower shall be permitted to consolidate the insurance policies carried as
      of
      the Closing Date by each of Mercury and SJJC and their respective Subsidiaries
      with the insurance policies carried by the Borrower without violating this paragraph (b) if the
      amounts of the Borrower’s insurance policies have first been adjusted in
      accordance with the recommendations of the Insurance Consultant, and provided  further that
      promptly following such consolidation, the Borrower shall submit to the
      Administrative Agent an updated summary of all insurance coverage showing
      changes to the insurance policies resulting from such consolidation as certified
      by a responsible Officer of the Borrower, which summary shall be reasonably
      satisfactory to the Administrative Agent.




(c)  furnish
      to the Administrative Agent, upon written request, certificates of insurance
      in
      a form reasonably acceptable to the Administrative Agent as to the insurance
      carried;




(d)  carry
      and
      maintain each policy for such insurance with (i) a company which is rated
      A- or better by A.M. Best and Company, with unimpaired policyholders’ surplus of
      $50 million or more, at the time such policy is placed and at the time of each
      annual renewal thereof or (B) any other insurer which is reasonably
      satisfactory to the Administrative Agent; and




(e)  obtain
      and maintain endorsements reasonably acceptable to the Administrative Agent
      for
      such insurance naming the Administrative Agent, the Lenders, the Hedging Bank
      and the Collateral Agent as additional insureds and (with respect to those
      insurance policies in which the naming of a first loss payee is market standard
      in the insurance industry with respect to airport services businesses) the
      Collateral Agent as first loss payee; provided that, at
      any time the Collateral Agent receives proceeds of any such insurance as first
      loss payee, the Administrative Agent shall promptly instruct the Collateral
      Agent to apply such proceeds in accordance with Section
      6.14 ;




45




provided ;
      with
      respect to paragraphs
      (a) through (e) above , that if
      the Borrower or any of its Subsidiaries shall fail to maintain insurance in
      accordance with this Section
      6.5 ,
      or if
      the Borrower or any of its Subsidiaries shall fail to provide the required
      endorsements with respect thereto, the Administrative Agent shall have the
      right
      (but shall be under no obligation) to procure such insurance and the Borrower
      agrees to reimburse the Administrative Agent for all reasonable costs and
      expenses of procuring such insurance. All such policies as to which the
      Collateral Agent is named as an additional insured or loss payee, as the case
      may be, shall (i) provide that the same shall not be cancelled, materially
      modified or terminated for non-payment of any premium without at least
      ten (10) days’ prior written notice to each insured and each loss
      payee named therein (for war risks coverage, seven (7) days or such lesser
      period as is customarily available), (ii) where commercially available,
      contain a breach-of-warranty clause providing that the respective interests
      of
      the Collateral Agent or any other additional insured or loss payee shall not
      be
      invalidated by any action or inaction of the Collateral Agent, the Lenders,
      the
      Administrative Agent or any other Person, (iii) insure the Collateral Agent
      and any other additional insured or loss payee regardless of any breach or
      violation by the Borrower or any of its Subsidiaries or any other Person of
      any
      warranties, declarations, or conditions contained in the policies related to
      such insurance, (iv) provide that the insurer thereunder waives all right
      of subrogation against the Collateral Agent and waives any right of set-off
      or
      counterclaim against the Collateral Agent and any other right of deduction
      against the Collateral Agent, whether by attachment or otherwise; provided ,
      that
      the insurer may proceed against third parties at any time and against the
      Borrower at such time as the Obligations are paid in full, (v) be primary
      without right of contribution from any other insurance carried by or on behalf
      of the Collateral Agent, any Lender, any Hedging Bank or the Administrative
      Agent with respect to any interest in the Collateral, (vi) provide that no
      Person other than the Borrower or its Subsidiaries (or, to the extent an Airport
      Authority is required under a Material Contract to pay premiums on behalf of
      the
      Borrower or any of its Subsidiaries, such Airport Authority) shall have any
      liability for any premiums with respect thereto, and (vii) provide that
      inasmuch as the policies are written to cover more than one insured, all terms
      and conditions, insuring agreements and endorsements, with the exception of
      limits of liability, shall operate in the same manner as if there were a
      separate policy covering each insured. The Administrative Agent shall not,
      by
      reason of accepting, rejecting, approving or obtaining insurance incur any
      liability for the existence, nonexistence, form or legal sufficiency thereof,
      the solvency of any insurer, or the payment of any losses.




(f)  All
      proceeds of insurance policies provided or obtained by the Borrower or any
      of
      its Subsidiaries (whether or not required to be carried under the Loan
      Documents) other than with respect to coverage for business interruption,
      anticipated loss in revenue, workers’ compensation, employees’ liability and
      general liability, in respect of any Material Loss shall be paid by the
      respective insurers directly to the Loss Proceeds Account or, if received by
      the
      Borrower or any such Subsidiary, shall promptly be transferred to the Loss
      Proceeds Account and disbursed in accordance with Section 9.7 .




46




Section
      6.6  Governmental
      Charges and Other Indebtedness.




The
      Borrower shall, and shall cause each of its Subsidiaries to, promptly pay and
      discharge when due, or to the extent taxes are being filed and paid on a
      consolidated basis, shall ensure that MIC promptly pays and discharges when
      due,
      (a) all Taxes and other Governmental Charges prior to the date upon which
      penalties accrue thereon, (b) all Indebtedness which, if unpaid, could
      become a Lien upon the Property of such Loan Party and (c) subject to any
      subordination provisions applicable thereto, all other Indebtedness which in
      each case, if unpaid, could reasonably be expected to have a Material Adverse
      Effect, except such Indebtedness, Taxes or Governmental Charges as may in good
      faith be contested or disputed, or for which arrangements for deferred payment
      have been made; provided that in
      each such case appropriate reserves are maintained to the reasonable
      satisfaction of the Administrative Agent and no material Property of any such
      Loan Party is at impending risk of being seized, levied upon or forfeited (the
      conditions in this proviso, the “ Permitted
      Contest Provisions ”).




Section
      6.7  Use
      of
      Proceeds.




The
      Borrower shall use the proceeds of the Loans only for the respective purposes
      set forth in Section
      2.7 .
      The
      Borrower shall not use any part of the proceeds of any Loan, directly or
      indirectly, for the purpose of purchasing or carrying any Margin Stock or for
      the purpose of purchasing or carrying or trading in any securities under such
      circumstances as to involve the Borrower, any Lender, any Hedging Bank or the
      Administrative Agent in a violation of Regulations T, U or X issued by the
      Federal Reserve Board.




Section
      6.8  General
      Business Operations.




The
      Borrower shall, and shall cause each of its Subsidiaries to (a) preserve,
      renew and maintain in full force its legal existence and good standing under
      the
      Governmental Rules of the jurisdiction of its organization and each other
      jurisdiction where the failure to so preserve, renew or maintain could result
      in
      a Material Adverse Effect, and all of its rights, licenses, leases,
      qualifications, privileges, franchises and other authority reasonably necessary
      to the conduct of its business, (b) conduct its business activities in
      compliance with all Legal Requirements and Contractual Obligations applicable
      to
      such Person, (c) keep all Property useful and necessary in its business in
      good working order and condition, ordinary wear and tear excepted and from
      time
      to time make, or cause to be made, all necessary and proper repairs, except,
      in
      each case, where any failure, either individually or in the aggregate, could
      not
      reasonably be expected to have a Material Adverse Effect, (d) maintain,
      preserve and protect all of its rights to enjoy and use material trademarks,
      trade names, service marks, patents, copyrights, licenses, leases, franchise
      agreements and franchise registrations, (e) obtain and maintain all
      Governmental Authorizations that are required of the Borrower and its
      Subsidiaries for the validity and enforceability of the Loan Documents and
      the
      operation of the airport services businesses pursuant to the Material Contracts,
      except where the failure to do so could not reasonably be expected to have
      a
      Material Adverse Effect, and (f) conduct its business in an orderly manner
      without voluntary interruption. The Borrower shall maintain its chief executive
      office and principal place of business in the United States.




47




Section
      6.9  Compliance
      with Legal Requirements and Contractual Obligations; Enforcement of Material
      Contracts.




The
      Borrower shall, and shall cause each of its Subsidiaries to, (a) comply
      with all applicable Legal Requirements, including all applicable Environmental
      Laws, and Contractual Obligations noncompliance with which could reasonably
      be
      expected to have, either individually or in the aggregate, a Material Adverse
      Effect, and (b) perform and observe, in all material respects, the terms
      and provisions of each Material Contract to be performed or observed by any
      of
      the Borrower or its Subsidiaries and enforce their respective rights under
      the
      Material Contracts in accordance with their applicable terms to the extent
      a
      failure to enforce such rights can reasonably be expected to result in a
      material detriment to the Borrower or its Subsidiaries or the
      Business.




Section
      6.10  Additional
      Collateral.




If
      at any
      time from and after the Closing Date any of the Borrower or its Subsidiaries
      acquires any fee or leasehold interest in real property, such Loan Party shall
      deliver to the Administrative Agent, at its own expense, as soon as possible
      all
      documentation and information in form and substance reasonably satisfactory
      to
      the Administrative Agent (including any environmental reports) relating thereto,
      and shall assist the Collateral Agent in obtaining a deed of trust or mortgage
      on such real property interest; provided that if
      such Loan Party is unable, after using commercially reasonable efforts (as
      determined by it in good faith), to obtain any required consent of an Airport
      Authority for the grant of a deed of trust or mortgage in a leasehold interest
      in a lease for an FBO, such deed of trust or mortgage shall not be required
      under this Section
      6.10 .




Section
      6.11  New
      Subsidiaries; Issuance of Additional Equity Securities.




The
      Borrower shall, at its own expense, promptly, and in any event within ten (10)
      Business Days after the formation or acquisition of any new direct or indirect
      Subsidiary of the Borrower or the issuance or sale of any additional Equity
      Securities of the Borrower after the date hereof (a) notify the
      Administrative Agent of such event, (b) amend the Security Documents as
      appropriate in light of such event to pledge to the Collateral Agent for the
      benefit of the Secured Parties 100% of the Equity Securities of the Borrower
      and
      each Person which becomes a Subsidiary after the date hereof and execute and
      deliver all documents or instruments required thereunder or appropriate to
      perfect the security interest created thereby, (c) deliver to the
      Collateral Agent all stock certificates and other instruments added to the
      Collateral thereby free and clear of all Liens, accompanied by undated stock
      powers or other instruments of transfer executed in blank, (d) cause each
      Person that becomes a direct or indirect Subsidiary of the Borrower after the
      date hereof to guarantee the Obligations pursuant to documentation which is
      in
      form and substance satisfactory to the Administrative Agent, (e) cause each
      such Person that becomes a direct or indirect Subsidiary of the Borrower after
      the date hereof to execute a pledge and security agreement in form and substance
      satisfactory to the Administrative Agent, (f) cause each document
      (including each Uniform Commercial Code financing statement and each filing
      with
      respect to intellectual property owned by each such Person that becomes a direct
      or indirect Subsidiary of the Borrower after the date hereof) required by
      applicable Governmental Rules or reasonably requested by the Administrative
      Agent to be filed, registered or recorded in order to create in favor of the
      Collateral Agent for the benefit of the Secured Parties a valid, legal and
      perfected first-priority security interest in the Collateral subject to the
      Security Documents to be so filed, registered or recorded and evidence thereof
      delivered to the Administrative Agent (provided that no filing shall be required
      with respect to intellectual property if the Administrative Agent determines
      that such property is not material to the business of such Subsidiary), and
      (g) deliver an opinion of counsel in favor of the Financing Parties
      substantially similar in form and substance to the legal opinions delivered
      pursuant to Section
      4.1(h)(i) and
      otherwise reasonably satisfactory to the Administrative Agent with respect
      to
      each such Person and the matters set forth in this Section
      6.11 .




48




Section
      6.12  Hedging
      Agreements.




(a)  The
      Borrower shall enter into and maintain in place Hedging Agreements in accordance
      with the requirements of Section
      4.1(d) and Article
      XI .




(b)  The
      Borrower shall not, and shall not permit any of its Subsidiaries to, enter
      into
      any Hedging Agreements except in accordance with the requirements of Section
      4.1(d) and Article
      XI .




Section
      6.13  Preservation
      of Security Interests.




The
      Borrower shall preserve and undertake all actions necessary to maintain the
      security interests granted under the Security Documents in full force and effect
      (including the priority thereof).




Section
      6.14  Event
      of Loss.




(a)  The
      Borrower shall promptly notify the Administrative Agent upon the Borrower having
      Actual Knowledge of any Event of Loss that the Borrower believes will be a
      Material Loss. The Administrative Agent shall be entitled at its option to
      consult in any compromise, adjustment or settlement in connection with any
      Event
      of Loss under any policy or policies of insurance or any proceeding with respect
      to any condemnation or other taking of property of the Borrower or otherwise
      involving a Material Loss, and, with respect to any Material Loss, the Borrower
      shall within five (5) Business Days after the Administrative Agent’s
      request reimburse the Administrative Agent for all out-of-pocket expenses
      (including reasonable attorneys’ and experts’ fees) incurred by the
      Administrative Agent in connection with such participation.




(b)  If
      a
      Material Loss occurs, unless the appropriate Loan Party elects not to Restore
      such Property and such Restoration is not required under Prudent Industry
      Practice to operate and maintain such Loan Party’s business operations at the
      applicable airport (in which event the Net Insurance Proceeds or Net
      Condemnation Proceeds, as the case may be, shall be applied to a mandatory
      prepayment of the Loans in accordance with Section
      2.9(c)(iii) ),
      the
      Borrower shall promptly (and in any event within 30 days after the occurrence
      of
      the Event of Loss) deliver to the Administrative Agent a Restoration Plan and,
      upon approval thereof by the Administrative Agent, commence and diligently
      pursue the Restoration. If the plan of restoration as submitted by the Borrower
      does not qualify as a Restoration Plan or is not approved by the Administrative
      Agent in accordance with this paragraph
      (b) ,
      the
      Borrower and the Administrative Agent shall enter into negotiations in good
      faith with a view to agreeing on mutually acceptable terms of the Restoration
      Plan.




49




Section
      6.15  Environmental
      Management System.




On
      or
      before one hundred eighty (180) days after the Closing Date, the Borrower shall
      cause all of its Subsidiaries to conduct their respective business operations
      in
      compliance with an environmental management system reasonably acceptable to
      the
      Administrative Agent, which environmental management system shall at all times
      incorporate at least the following elements: a board-approved environmental
      policy; designated personnel assigned to assess, achieve and maintain material
      compliance with Environmental Laws; a reporting system to ensure monitoring
      and
      oversight by management; systematic record keeping and management review of
      budgets and expenses relating to cleanup and compliance with Environmental
      Laws;
      plans, policies and procedures for complying with customary management practices
      for maintenance, inspection and management of hazardous materials in the
      workplace, including as applicable asbestos-containing materials, lead-based
      paint, lead in drinking water and radon. On or before one hundred eighty (180)
      days after the Closing Date, the Borrower shall (a) certify the
      completeness and implementation of such a program and (b) if reasonably
      requested by the Administrative Agent, and at the Borrower’s sole cost and
      expense, obtain and provide to the Administrative Agent a written evaluation
      of
      an environmental consulting firm reasonably acceptable to the Administrative
      Agent, confirming that the environmental management system is reasonable and
      customary, and could reasonably be expected to identify, remedy and manage
      material environmental liabilities and/or cleanup obligations.




Section
      6.16  Further
      Assurances.




The
      Borrower, at its own cost, expense and liability, will cause to be promptly
      and
      duly taken, executed, acknowledged and delivered all such further acts,
      documents and assurances as may be reasonably necessary in order to carry out
      the intent and purposes of this Agreement and the other Loan Documents, and
      the
      transactions contemplated hereby and thereby.




Section
      6.17  Assignment
      of Material FBO Leases.




Promptly
      after the Closing Date, and except with respect to FBO Leases relating to
      Immaterial FBOs the Borrower shall request, or shall cause each relevant
      Subsidiary to request, in writing, and the Borrower shall thereafter use, or
      shall cause each relevant Subsidiary to use, all commercially reasonable efforts
      to obtain from each Airport Authority, a written consent with respect to the
      collateral assignment of the relevant Subsidiary’s interest in each FBO Lease,
      to the extent such consent is required under the terms of such FBO Lease. The
      Borrower hereby agrees that to the extent any such consent is obtained, it
      shall
      promptly following receipt thereof (and in any event, no later than ten (10)
      Business Days thereafter) and at its own cost and expense, cause the execution
      and recording of a leasehold deed of trust or mortgage relating to such FBO
      Lease, and deliver to the Collateral Agent any and all agreements, documents,
      instruments, filings and writings deemed necessary by the Collateral Agent,
      or
      as the Collateral Agent may reasonably request from time to time in its sole
      discretion, to evidence, perfect or protect the Secured Parties’ rights and
      security interests in and to such FBO Leases provided that the
      Administrative Agent may waive the requirement to record such mortgage or deed
      of trust with respect to one or more specific FBO Leases in cases where the
      recording of such mortgage or deed of trust would require amendments to the
      relevant FBO Lease (such waiver not to be unreasonably withheld or delayed).
      The
      Borrower hereby authorizes the Collateral Agent to execute, deliver and file
      any
      such agreement, document, instrument, filing or writing.




50




Section
      6.18  Extension
      of Material Contracts.




The
      Borrower shall cause each of its Subsidiaries operating an FBO other than an
      Immaterial FBO to exercise all available extension and renewal rights under
      each
      relevant FBO Lease except with the prior written consent of the Required
      Lenders.




Section
      6.19  Pledge
      of Equity Securities of Subsidiaries.




Promptly
      after the Closing Date, the Borrower shall request, or shall cause each relevant
      Subsidiary to request, in writing, and the Borrower shall thereafter use, or
      shall cause each relevant Subsidiary to use, all commercially reasonable efforts
      to obtain the consent of an Airport Authority for the pledge of the Equity
      Securities of any of its Subsidiaries that is a party to a FBO Lease to the
      extent such consent is required thereunder. If the Borrower is unable to obtain
      such consent within thirty (30) days after such request was or should have
      been
      made, the Borrower shall, if not prohibited by the applicable FBO Lease,
      promptly establish, at Borrower’s sole cost, a new single purpose holding
      company Subsidiary of the Borrower that will directly own only the stock of
      such
      Subsidiary that is a party to such FBO Lease for which consent could not be
      obtained. The Equity Securities of each such newly-established holding company
      Subsidiary of the Borrower shall be pledged in favor of the Collateral Agent
      to
      secure the Obligations.




Section
      6.20  Disposal
      of Aviation Maintenance Services Business.




The
      Borrower shall use commercially reasonable efforts to sell, assign, convey
      and
      transfer, within six (6) months from the Closing Date (the “ Maintenance
      Services Businesses Disposition  Period ”)
      all
      rights and obligations it or any of its Subsidiaries may have to the businesses
      and assets, if any, relating to aircraft management, aviation maintenance
      services or aircraft charter businesses that may currently be provided by,
      or at
      the FBO facilities operated by, the Borrower’s Subsidiaries (the “ Maintenance
      Services Businesses ”),
      in
      accordance with the terms of the management contracts or relevant FBO Leases
      and
      the terms of all applicable law and Governmental Authorizations, to 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 and its Subsidiaries
      are
      not responsible or liable for such services following such sale. Without
      limiting the foregoing, if such sale is not consummated within the Maintenance
      Services Businesses Disposition Period, the Borrower shall arrange for the
      transfer of the Maintenance Services Businesses and related assets, together
      with capitalization sufficient for the operations and conduct of such
      businesses, including the carrying and maintenance of insurance of the types,
      in
      the amounts and subject to such deductibles and other terms customarily carried
      from time to time by others engaged in substantially the same business as the
      Maintenance Services Business and in accordance with prevailing prudent industry
      standards, so as to cause such services to be held and provided by a new
      Subsidiary or group of Subsidiaries in a manner that reasonably minimizes the
      exposure of the Borrower or any of its other Subsidiaries to liability resulting
      from the conduct of such businesses.




51




ARTICLE
      VII




NEGATIVE
      COVENANTS




From
      and
      after the Closing Date and until the termination of the Commitments and the
      satisfaction in full by the Borrower of all Obligations, the Borrower shall
      not
      do, and shall not permit any of its Subsidiaries to do, any of the following,
      unless the Administrative Agent, acting at the direction of the Required
      Lenders, shall have otherwise consented in writing:




Section
      7.1  Indebtedness
      and Guarantee Obligations.




None
      of
      the Borrower or its Subsidiaries shall create, incur, assume or permit to exist
      any Indebtedness or Guarantee Obligations except for the following
      (“ Permitted
      Indebtedness ”):




(a)  Indebtedness
      or Guarantee Obligations of the Borrower or its Subsidiaries under the Loan
      Documents, including under any Incremental Term Loan Facility;




(b)  Indebtedness
      of the Borrower or its Subsidiaries listed in Schedule 5.28 and
      existing on the date of this Agreement, with all such Indebtedness identified
      in Schedule 5.28 as being
      repaid in connection with the initial Borrowing of Term Loans having been repaid
      concurrently with such Borrowing;




(c)  Guarantee
      Obligations of the Borrower or any of its Subsidiaries in respect of Permitted
      Indebtedness of any of the Borrower or its Subsidiaries;




(d)  Permitted
      Subordinated Debt of the Borrower;




(e)  Indebtedness
      of the Borrower under Hedging Agreements entered into with respect to the Loans
      in accordance with Section
      4.1(d) and Article
      XI ;




(f)  Indebtedness
      incurred to finance the purchase, construction or improvement of fixed or
      capital assets, including obligations under Capital Leases (which shall be
      deemed to exist if the Indebtedness is incurred at or within 90 days before
      or
      after the purchase or construction of the capital asset); provided that the
      aggregate principal amount of such Indebtedness, for the Borrower and its
      Subsidiaries taken as a whole shall not exceed $10,000,000 outstanding at any
      time; and




(g)  extensions,
      renewals and replacements of any such Indebtedness that do not increase the
      outstanding principal amount thereof.




Section
      7.2  Liens,
      Negative Pledges.




None
      of
      the Borrower or its Subsidiaries shall create, incur, assume or permit to exist
      any Lien on or with respect to any Property of the Borrower or its Subsidiaries,
      in either case whether now owned or hereafter acquired, except for the following
      (“ Permitted
      Liens ”):




(a)  Liens
      in
      favor of the Collateral Agent for the benefit of the Secured Parties under the
      Loan Documents;




52




(b)  Liens
      listed in Schedule
      7.2 and
      existing on the date hereof, provided that all
      such Liens that secure Indebtedness that is identified in Schedule
      7.2 as being
      repaid in connection with the initial Borrowing of Term Loans shall be
      terminated concurrently with such Borrowing;




(c)  Liens
      for
      taxes or other Governmental Charges not at the time delinquent or thereafter
      payable without penalty or being contested in good faith, provided that
      adequate reserves for the payment thereof have been established in accordance
      with GAAP and no Property of the Borrower or its Subsidiaries is subject to
      impending risk of loss or forfeiture by reason of nonpayment of the obligations
      secured by such Liens;




(d)  Liens
      of
      carriers, warehousemen, mechanics, materialmen, vendors, and landlords and
      other
      similar Liens imposed by law and incurred in the ordinary course of business
      consistent with past practice for sums which are not overdue more than
      forty-five (45) days or are being contested in good faith, provided that
      adequate reserves for the payment thereof have been established in accordance
      with GAAP;




(e)  deposits
      under workers’ compensation, unemployment insurance and social security laws or
      to secure the performance of bids, tenders, contracts (other than for the
      repayment of borrowed money) or leases, or to secure statutory obligations
      of
      surety or appeal bonds or to secure indemnity, performance or other similar
      bonds in the ordinary course of business consistent with past
      practice;




(f)  zoning
      restrictions, easements, rights-of-way, title irregularities and other similar
      encumbrances, which alone or in the aggregate are not substantial in amount
      and
      do not materially detract from the value of the Property subject thereto or
      interfere with the ordinary conduct of the business of the Borrower or its
      Subsidiaries;




(g)  any
      purchase-money Lien granted to a Person financing the purchase of goods or
      equipment if such Lien encumbers only the specific goods or equipment purchased
      and the Indebtedness secured by such Lien does not exceed the purchase price
      paid for such goods or equipment;




(h)  Liens
      incurred in connection with the extension, renewal or refinancing of the
      Indebtedness secured by the Liens described in paragraphs
      (b) and (g) above, provided that any
      extension, renewal or replacement Lien (i) is limited to the Property
      covered by the existing Lien and (ii) secures Indebtedness which is no
      greater in amount, has a maturity date not later than the Indebtedness
      refinanced and has material terms no less favorable to the Lenders than the
      Indebtedness secured by the existing Lien; and




(i)  Liens
      arising in connection with any letters of credit issued with respect to any
      Material Contracts and/or insurance policies that are required to be maintained
      by the Borrower or its Subsidiaries pursuant to the terms thereof, and Liens
      of
      the Airport Authorities as provided in the Material Contracts or under
      applicable Governmental Rules.




53




Section
      7.3  Asset
      Dispositions.




None
      of
      the Borrower or its Subsidiaries shall directly or indirectly sell, lease,
      convey, transfer or otherwise dispose of (whether in one transaction or in
      a
      series of transactions) any Property, whether now owned or hereafter acquired,
      or enter into any agreement to do any of the foregoing, except for the
      following:




(a)  sales
      by
      the Borrower or any of its Subsidiaries of Inventory to Persons in the ordinary
      course of their businesses, including, intercompany sales of Inventory by one
      such Loan Party to another such Loan Party;




(b)  sales
      or
      other dispositions by the Borrower or any of its Subsidiaries of surplus,
      damaged, worn or obsolete property and equipment in the ordinary course of
      their
      businesses for not less than fair market value (except as approved by the Board
      of Directors of the Borrower in the case of any sale of disposition to a Person
      that is not an Affiliate); provided that no
      Event of Default shall have occurred and be continuing;




(c)  sales
      or
      other dispositions by the Borrower or any of its Subsidiaries of Investments
      permitted by Section
      7.5(b) for not
      less than fair market value;




(d)  sales
      or
      other dispositions of Property with a fair market value not exceeding $250,000
      in any fiscal year, the proceeds of which are applied to the prepayment of
      the
      Loans to the extent required by Section
      2.9(c) ;




(e)  sales
      of
      the business and assets relating to Maintenance Services Businesses, to the
      extent permitted by the terms of the relevant management contract or FBO Leases
      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;




(f)  sales
      of
      the business and assets relating to Airport Management Business, to the extent
      permitted by the terms of the relevant management contract 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; and




(g)  the
      termination of any Immaterial FBO, and the sale or other disposition by the
      relevant Subsidiary of property or equipment used in the business of such
      Immaterial FBO for not less than fair market value; provided that if terminating
      such FBO shall require the payment by the Borrower or any of its Subsidiaries
      of
      a termination or similar payment to the relevant Airport Authority, such
      termination shall require the prior written consent of the Administrative Agent,
      acting at the direction of the Required Lenders.




54




Section
      7.4  Mergers,
      Acquisitions, Etc.




None
      of
      the Borrower or its Subsidiaries shall consolidate with or merge into any other
      Person or permit any other Person to merge into it, acquire any Person as a
      new
      Subsidiary or acquire all or substantially all of the assets of any other Person
      or convey, transfer, lease or otherwise dispose of (whether in one transaction
      or in a series of transactions) all or substantially all of its assets, whether
      now owned or hereafter acquired, to any Person; provided that the
      Borrower and its Subsidiaries may merge with each other (and with other
      Subsidiaries of the Borrower which become Loan Parties), and provided , further that
      (a) no Default or Event of Default will result after giving effect to any
      such merger and (b) in any such merger involving the Borrower, the Borrower
      is the surviving Person.




Section
      7.5  Investments.




None
      of
      the Borrower or its Subsidiaries shall make any Investment except for
      Investments in the following:




(a)  Investments
      by the Borrower or any of its Subsidiaries in cash and Cash
      Equivalents;




(b)  Investments
      listed in Schedule 7.5(b) existing
      on the date hereof;




(c)  Investments
      by the Borrower and any of its Subsidiaries in each other;




(d)  deposit
      accounts established and maintained in accordance with Section 9.1;




(e)  securities
      accounts established and maintained in accordance with Section 9.1 ;
      provided that any funds held in such securities accounts may only be
      invested in Permitted Investments.




Section
      7.6  Change
      in Business.




None
      of
      the Borrower or its Subsidiaries shall engage, either directly or indirectly,
      in
      any business other than the businesses conducted by the Borrower and its
      Subsidiaries as of the Closing Date, and any business substantially related
      or
      incidental thereto, or enter into any new FBO Leases other than with respect
      to
      operations located on municipal airports within the United States and Canada.
      The Borrower and its Subsidiaries shall not change their respective payment
      arrangements with fuel suppliers, as such arrangements are in effect as of
      the
      Closing Date, such that the purchase price for fuel is a price other than on
      the
      basis of the prevailing market price at the time of delivery or payment for
      fuel
      is made on a deferred basis, without the prior written consent of the Required
      Lenders.




Section
      7.7  Payments
      of Indebtedness.




None
      of
      the Borrower or its Subsidiaries shall (i) prepay, redeem, purchase,
      defease or otherwise acquire or satisfy in any manner prior to the scheduled
      due
      date thereof any Indebtedness (other than Permitted Indebtedness so long as
      no
      Default or Event of Default is then existing or would result from such
      prepayment, and the Obligations); or (ii) amend, modify or otherwise change
      the terms of any document, instrument or agreement evidencing Indebtedness
      (other than Permitted Indebtedness so long as no Default or Event of Default
      is
      then existing or would result from such prepayment, and the Obligations) so
      as
      to accelerate any scheduled payment thereof.




55




Section
      7.8  ERISA.




None
      of
      the Borrower or its Subsidiaries shall:




(a)  take
      any
      action which will result in the partial or complete withdrawal, within the
      meanings of sections 4203 and 4205 of ERISA, from a Multiemployer
      Plan;




(b)  engage
      or
      permit any Person to engage in any transaction prohibited by section 406 of
      ERISA or section 4975 of the IRC involving any Employee Benefit Plan or
      Multiemployer Plan which would subject the Borrower or any ERISA Affiliate
      to
      any tax, penalty or other liability including a liability to
      indemnify;




(c)  incur
      or
      allow to exist any accumulated funding deficiency (within the meaning of section
      412 of the IRC or section 302 of ERISA with respect to any Employee Benefit
      Plan);




(d)  fail
      to
      make full payment when due of all amounts due as contributions to any Employee
      Benefit Plan or Multiemployer Plan;




(e)  fail
      to
      comply with the requirements of section 4980B of the IRC or Part 6 of Title
      I(B)
      of ERISA; or




(f)  adopt
      any
      amendment to any Employee Benefit Plan which would require the posting of
      security pursuant to section 401(a)(29) of the IRC,




where
      singly or cumulatively, the above event or events would be reasonably likely
      to
      have a Material Adverse Effect.




Section
      7.9  Transactions
      With Affiliates.




Except
      as
      otherwise permitted by the Loan Documents, none of the Borrower or its
      Subsidiaries shall enter into any Contractual Obligation with any Affiliate
      (other than the Borrower or a Subsidiary of the Borrower) or engage in any
      other
      transaction with any Affiliate except upon terms at least as favorable to such
      Loan Party as an arms-length transaction with unaffiliated Persons; provided that,
      subject to Section
      9.6 hereof,
      the foregoing shall not preclude a reasonable allocation of costs to the
      Borrower or any of its Subsidiaries by MIC.




Section
      7.10  Accounting
      Changes.




None
      of
      the Borrower or its Subsidiaries shall change (i) its fiscal year or
      (ii) its accounting practices except as required by GAAP.




56




Section
      7.11  Amendments
      of Material Documents.




Without
      the prior written consent of the Administrative Agent, none of the Borrower
      or
      its Subsidiaries shall (i) cancel or terminate or replace any Material
      Contract or Organizational Document (collectively, the “ Material
      Documents ”),
      (ii) consent to or accept any cancellation or termination of any Material
      Document (other than as permitted without the consent of the relevant Loan
      Party
      and without a default in accordance with the terms of such Material Document),
      (iii) amend, modify or supplement in any material respect any Material
      Document or any document executed and delivered in connection therewith, in
      any
      respect that could reasonably be expected to adversely affect any material
      right
      or interest of the Lenders or any Loan Party’s ability to pay and perform the
      Obligations; (iv) waive any material default under, or material breach of,
      any Material Document or waive, fail to enforce, forgive, compromise, settle,
      adjust or release any material right, interest or entitlement, howsoever
      arising, under, or in respect of any Material Document or in any way vary,
      or
      agree to the variation of, any material provision of such Material Document
      or
      of the performance of any material covenant or obligation by any other Person
      under any Material Document that could reasonably be expected to adversely
      affect any material right or interest of the Lenders or any Loan Party’s ability
      to pay and perform the Obligations, or (v) assign (other than pursuant to
      the Security Documents) or otherwise dispose of (by operation of law or
      otherwise) any part of its interest in any Material Document other than to
      another Loan Party.




Section
      7.12  Joint
      Ventures.




None
      of
      the Borrower or its Subsidiaries shall enter into any Joint
      Venture.




Section
      7.13  Management
      Fees; MIC Cost Allocations.




None
      of
      the Borrower or its Subsidiaries shall pay any management fees other than
      (i) management fees paid by the Borrower or any of its Subsidiaries to the
      Borrower or any other Subsidiary or Subsidiaries, and (ii) third-party
      facility management fees approved by the Board of Directors of the Borrower
      and
      the Administrative Agent (such approval by the Administrative Agent not to
      be
      unreasonably withheld or delayed); provided that,
      subject to Section
      9.6 hereof ,
      the
      foregoing shall not preclude the allocation of costs to the Borrower or any
      of
      its Subsidiaries by MIC.




Section
      7.14  Jurisdiction
      of Formation.




None
      of
      the Borrower or its Subsidiaries shall change its respective jurisdiction of
      formation except upon not less than thirty (30) days prior written notice to
      the
      Administrative Agent.




Section
      7.15  Sales
      and Leaseback; Off-Balance Sheet Financing.




None
      of
      the Borrower or its Subsidiaries shall engage in (a) any sale and leaseback
      transaction with respect to any of its Property of any character, whether now
      owned or hereafter acquired or (b) any off-balance sheet transaction or
      other similar transaction.




57




Section
      7.16  Expansion
      Capital Expenditures.




None
      of
      the Borrower or its Subsidiaries shall incur or pay for any Expansion Capital
      Expenditures unless such expenditures are (a) paid with funds transferred
      from the Distribution Account, (b) financed by Permitted Subordinated Debt,
      (c) funded by equity contributions made by the Investor, or (d) in the
      case of capital expenditure projects, paid with the proceeds of Capex Loans
      to
      the extent permitted by Section
      2.7(b) .




ARTICLE
      VIII




EVENTS
      OF
      DEFAULT; REMEDIES




Section
      8.1  Events
      of Default.




Any
      one
      or more of the following events shall constitute an Event of
      Default:




(a)  (i) the
      Borrower shall fail to pay any principal of any Loan or any Reimbursement
      Obligation or any Hedging Termination Obligation when and as the same shall
      become due and payable, whether at the due date thereof or at a date fixed
      for
      prepayment thereof or otherwise, or (ii) the Borrower shall fail to pay any
      interest on any Loan or any Hedging Obligation, when and as the same shall
      become due and payable, or shall fail to transfer any amounts into the
      Concentration Account or to the Collateral Agent when and as required in
      accordance with Section
      9.1(b) or 9.5 and such
      failure shall continue unremedied for a period of three (3) Business Days,
      or
      (iii) the Borrower shall fail to pay any fee or any other amount (other
      than the amounts referred to in clause
      (i) or (ii) above),
      and such failure shall continue unremedied for a period of
      three (3) Business Days after notice thereof from the Administrative
      Agent to the Borrower (which notice will be given at the request of the Required
      Lenders).




(b)  the
      Borrower shall fail to comply with any covenant or agreement contained in Section
      6.4 , Section
      6.7 , Section
      6.8(a) , Section
      6.9 , Section
      6.10 , Section
      6.11 , Section
      6.12 or Article
      VII ;
      or




(c)  at
      any
      time, funds on deposit in any Account are used by or on behalf of the Borrower
      other than for the purposes expressly specified in this Agreement or are
      withdrawn by or at the direction of the Borrower other than as expressly
      permitted pursuant to the Collateral Agency Agreement, unless such funds are
      restored to the appropriate Account promptly after a Responsible Officer of
      the
      Borrower has Actual Knowledge thereof; or




(d)  any
      default shall occur under any Subsidiary Guaranty or other Security Document
      and
      such default shall continue beyond any period of grace provided with respect
      thereto; or




(e)  any
      insurance required to be maintained pursuant to Section
      6.5 of this
      Agreement is terminated, ceases to be valid and in full force and effect or
      is
      amended or otherwise modified in any manner so as could reasonably be expected
      to have a Material Adverse Effect, unless replacement insurance with coverages
      and other terms substantially similar to the previous insurance and meeting
      the
      requirements of Section 6.5 of this
      Agreement is procured within thirty (30) days of such event.




58




(f)  the
      Borrower or any other Loan Party shall fail to comply with any covenant or
      agreement under this Agreement or under any other Loan Document (other than
      those specified in subsections (a), (b), (c), (d) or (e) above), and such
      failure is not remedied within 30 days after notice thereof from the
      Administrative Agent to the Borrower (which notice will be given at the request
      of the Required Lenders) or, if the failure is capable of remedy, no more than
      90 days from the date of such notice from the Administrative Agent, so long
      as
      the applicable Loan Party is diligently pursuing such remedy and such extension
      of time does not result or could not reasonably be expected to result in a
      Material Adverse Effect; or




(g)  any
      representation or warranty made by the Borrower or any other Loan Party in
      any
      Loan Document to which it is a party, or in any certificate or document
      delivered to the Administrative Agent or the Collateral Agent by the Borrower
      or
      any other Loan Party pursuant to any Loan Document, shall prove to have been
      incorrect when made or deemed made and a Material Adverse Effect will result
      therefrom; or




(h)  Except,
      in each case, to the extent any payment or other obligations are being contested
      in good faith pursuant to Permitted Contest Provisions, any of the Borrower
      or
      its Subsidiaries shall (i) fail to make any payment on account of any
      Indebtedness of such Person (other than the Obligations or Permitted
      Subordinated Indebtedness) when due (whether at scheduled maturity, by required
      prepayment, upon acceleration or otherwise) and such failure shall continue
      beyond any grace period provided with respect thereto, if the amount of such
      Indebtedness exceeds $1,000,000 or the effect of such failure is to cause,
      or
      permit the holder or holders thereof to cause, such Indebtedness of the Borrower
      or any of its Subsidiaries (other than the Obligations or Permitted Subordinated
      Indebtedness) in an aggregate amount exceeding $1,000,000 to become redeemable,
      liquidated, due or otherwise payable (whether at scheduled maturity, by required
      prepayment, upon acceleration or otherwise) and/or to be secured by cash
      collateral or (ii) otherwise fail to observe or perform any agreement, term
      or condition contained in any agreement or instrument relating to any
      Indebtedness of such Person (other than the Obligations or Permitted
      Subordinated Indebtedness), or any other event shall occur or condition shall
      exist, if the effect of such failure, event or condition is to cause, or permit
      the holder or holders thereof to cause, such Indebtedness of the Borrower or
      any
      of its Subsidiaries (other than the Obligations or Permitted Subordinated
      Indebtedness) in an aggregate amount exceeding $1,000,000 to become redeemable,
      liquidated, due or otherwise payable (whether at scheduled maturity, by required
      prepayment, upon acceleration or otherwise) and/or to be secured by cash
      collateral; or




(i)  any
      of
      the Borrower or its Subsidiaries shall (i) apply for or consent to the
      appointment of a receiver, trustee, liquidator or custodian of itself or of
      all
      or a substantial part of its respective Property, (ii) be unable, or admit
      in writing its inability, to pay its debts generally as they mature,
      (iii) make a general assignment for the benefit of its or any of its
      creditors, (iv) be dissolved or liquidated in full or in part,
      (v) become insolvent (as such term may be defined or interpreted under any
      applicable statute), or (vi) commence a voluntary case or other proceeding
      seeking liquidation, reorganization or other relief with respect to itself
      or
      its debts under any bankruptcy, insolvency or other similar law now or hereafter
      in effect or consent to any such relief or to the appointment of or taking
      possession of its Property by any official in an involuntary case or other
      proceeding commenced against it; or




59




(j)  proceedings
      for the appointment of a receiver, trustee, liquidator or custodian of any
      of
      the Borrower or its Subsidiaries or of all or a substantial part of the Property
      thereof, or an involuntary case or other proceedings seeking liquidation,
      reorganization or other relief with respect to any such Loan Party or the debts
      thereof under any bankruptcy, insolvency or other similar law now or hereafter
      in effect shall be commenced and an order for relief entered or such proceeding
      shall not be dismissed or discharged within sixty (60) days of commencement;
      or




(k)  a
      final
      judgment that is not covered by available insurance as acknowledged in writing
      by the provider of such insurance or as certified to the Administrative Agent
      by
      an independent insurance broker or carrier satisfactory to the Administrative
      Agent is entered against any of the Borrower or its Subsidiaries in excess
      of
      $1,000,000 and such judgment remains unsatisfied without procurement of a stay
      of execution for more than 30 days after its entry; or




(l)  (i) any
      Loan Document or any material term thereof shall cease, for any reason, to
      be in
      full force and effect or any Loan Party shall so assert in writing and any
      such
      event continues for ten (10) days after the earlier of the Administrative Agent
      giving notice and the Borrower becoming aware of such event; or (ii) any
      Security Document shall cease, except in accordance with its terms, to be
      effective to grant a valid and first-priority perfected Lien on the Collateral
      described therein (other than with respect to Permitted Liens); or
      (iii) the Borrower or any of its Subsidiaries shall issue, create or permit
      to be outstanding any Equity Securities which shall not be subject to a
      first-priority perfected Lien under the Security Documents; or




(m)  any
      Reportable Event which the Administrative Agent reasonably believes in good
      faith constitutes grounds for the termination of any Plan by the PBGC or for
      the
      appointment of a trustee by the PBGC to administer any Plan shall occur and
      be
      continuing for a period of thirty (30) days or more after notice thereof is
      provided to the Borrower by the Administrative Agent, or a trustee shall be
      appointed by the PBGC to administer any Plan; or




(n)  a
      Change
      of Control shall occur; or




(o)  any
      party
      to a Material Contract shall fail to perform or observe in any respect the
      terms, covenants, obligations or conditions contained in such Material Contract
      or shall materially breach or otherwise be in default under such Material
      Contract, which failure, breach or default shall have remained unremedied beyond
      the applicable grace or cure period, if any, provided in such Material Contract,
      and such failure continues for a period of 30 days after notice from the
      Administrative Agent or, if the failure is capable of remedy, no more than
      90 days from the date of such notice from the Administrative Agent, so long
      as the applicable party is diligently pursuing such remedy and such extension
      of
      time does not or could not reasonably be expected to result in a Material
      Adverse Effect; provided that any
      such event occurring with respect to a party other than a Loan Party shall
      be
      deemed an Event of Default only if such event had or could reasonably be
      expected to have a Material Adverse Effect; or




(p)  (i) any Material Contract at any time for any reason ceases to be valid and
      binding and in full force and effect with respect to any party thereto, or
      any
      such Person shall so assert in writing, other than with respect to the scheduled
      expiration date of such Material Contract; (ii) any Material Contract is
      terminated prior to the scheduled expiration date thereof by or on behalf of
      any
      party thereto for any reason whatsoever without the prior written consent of
      the
      Administrative Agent, or a Loan Party is notified by or on behalf of an Airport
      Authority of its intent to terminate any Material Contract, or a Material
      Contract becomes capable of being terminated as a result of a breach by any
      Loan
      Party; or (iii) any material provision of any Material Contract shall be
      declared to be null and void, and any such event shall continue in effect for
      ten (10) days; or




60




(q)  any
      Loan
      Party shall abandon its business operations at any airport at which it is
      entitled to conduct its business under a Material Contract, which abandonment
      shall be deemed to have occurred if such Loan Party shall fail, without
      reasonable cause, to conduct business operations in the ordinary course at
      such
      airport for a continuous period of more than 30 days; or




(r)  any
      Governmental Authorization necessary (i) for the execution, delivery and
      performance by any Loan Party of any of the Loan Documents or Material Documents
      to which it is a party, or for the performance by any such Loan Party of its
      material rights and obligations thereunder or (ii) for the ownership,
      leasing or operation of any material portion of the business of the Loan Parties
      (determined on a consolidated basis) as conducted as of the Execution Date,
      shall be revoked, terminated, withdrawn, suspended or materially modified,
      and
      the revocation, termination, withdrawal, suspension or material modification
      of
      such Governmental Authorization results in a Material Adverse Effect;
      or




(s)  any
      substantial portion of the Property of the Borrower or any of its Subsidiaries
      (determined on a consolidated basis) is seized, condemned, nationalized or
      appropriated, and such seizure, condemnation, nationalization or appropriation
      results in a Material Adverse Effect; or




(t)  the
      Backward Debt Service Coverage Ratio shall be less than or equal to 1.20 to
      1.00, or the Leverage Ratio shall be greater than the Maximum Leverage Ratio
      as
      of any Calculation Date; or the




(u)  any
      event
      or condition involving loss, liability, damage or financial impact in excess
      of
      $10,000,000 suffered or incurred by one or more of the Borrower or any of its
      Subsidiaries shall occur or exist, which event or condition could reasonably
      be
      expected to have a Material Adverse Effect;




(v)  the
      Borrower or any of its Subsidiaries shall have failed to comply with applicable
      Legal Requirements (including any Environmental Laws), and such failure shall
      result in a Material Adverse Effect; or




(w)  The
      Borrower shall have failed to have caused the transfer of the FBO Leases set
      forth under items 56, 59 and 60 of Schedule A-1 hereto to ACM Property Services,
      LLC or another Subsidiary of the Borrower other than ACM Aviation, LLC prior
      to
      the sale of ACM Aviation, LLC, in each case free and clear of any Liens other
      than Permitted Liens and with the consent of any Airport Authority or other
      Person that may be required for such transfer.




Any
      Event
      of Default referred to in Section
      8.1(o) , (p) or (q) affecting one or more FBOs (other than a Non-Eligible FBO) may, at any time
      prior to acceleration of the Loans under Section
      8.2(a)(ii) ,
      be
      cured by prepayment in accordance with Section
      2.9(b) of a
      portion of the Term Loans equal to (i) the Term Loans outstanding as of the
      date
      on which such Event of Default occurred multiplied by (ii) the Proportional
      EBITDA Contribution of such FBO(s), whereupon the Borrower Subsidiary or
      Borrower Subsidiaries party to the FBO Leases at the affected FBO locations
      shall be released from the Loan Documents; provided that such method of cure
      may
      be exercised as to any FBO only if the Proportional EBITDA Contribution of
      such
      FBO, when added to the Proportional EBITDA Contribution of any other FBO(s)
      as
      to which such method of cure has prior thereto been or is concurrently
      exercised, does not exceed the Maximum Release Percentage. Any such prepayment
      shall be made solely out of Cash Available for Distribution as of the end of
      the
      most recent fiscal quarter of the Borrower or from new equity contributions
      from
      the Investor to the Borrower, or a combination thereof. For the avoidance of
      doubt, the cure right permitted by this paragraph may not be exercised more
      than
      three times during the period from the Closing Date through and including the
      date on which all Obligations have been indefeasibly paid in full and the
      Commitments under this Agreement have terminated.




61




Section
      8.2  Remedies
      Upon Event of Default.




(a)  If
      any
      Event of Default occurs and is continuing, the Administrative Agent may, and
      upon the request of the Required Lenders shall: (i) by notice to the
      Borrower, declare the Commitments to be terminated, whereupon the same shall
      forthwith terminate (except that any such termination shall not affect the
      obligation of each Revolving Loan Lender to reimburse the Issuing Bank in
      respect of any Drawing under a Letter of Credit issued pursuant to Section 2.14 prior to
      such termination); (ii) by notice to the Borrower, declare the entire
      unpaid principal amount of the Loans (together with all accrued and unpaid
      interest thereon and any other amount then due under the Loan Documents) and
      all
      other Obligations to be forthwith due and payable, whereupon such amounts shall
      become and be forthwith due and payable, without presentment, demand, protest,
      or notice of any kind, all of which are hereby expressly waived by the Borrower;
      and/or (iii) instruct the Collateral Agent to foreclose on any or all of
      the Collateral and/or proceed to enforce all remedies available to the
      Administrative Agent (or Collateral Agent) pursuant to the Loan Documents or
      otherwise as a matter of law. Notwithstanding the foregoing, if an Event of
      Default referred to in Section 8.1(i) or (j) shall
      occur with respect to the Borrower, automatically and without notice the actions
      described in clauses (i) and (ii) above
      shall be deemed to have occurred.




(b)  Without
      limiting the rights of the Administrative Agent set forth in paragraph
      (a) above or
      elsewhere in this Agreement, if any Event of Default or Revolver Event of
      Default occurs and is continuing, the Revolving Loan Lenders (with respect
      to
      the Revolving Loans only and irrespective of any action or inaction taken with
      respect to the Term Loans) may, by notice to the Borrower (in the case of a
      Revolver Event of Default which is not otherwise an Event of Default), given
      not
      later than fifteen (15) days of the Revolving Loan Lenders receiving written
      notice of the occurrence of such Revolver Event of Default, (i) declare the
      Revolving Loan Commitments to be terminated, whereupon the same shall forthwith
      terminate (except that any such termination shall not affect the obligation
      of
      the Revolving Loan Lenders to reimburse the Issuing Bank in respect of any
      Drawing under a Letter of Credit issued pursuant to Section 2.14 prior to
      such termination); and/or (ii) declare the entire unpaid principal amount
      of the Revolving Loans (together with all accrued and unpaid interest thereon
      and any other amount then due under the Loan Documents) and all other
      Obligations owing to the Revolving Loan Lenders to be forthwith due and payable,
      whereupon such amounts shall become and be forthwith due and payable, without
      presentment, demand, protest, or notice of any kind, all of which are hereby
      expressly waived by the Borrower. Any such acceleration of the Obligations
      owed
      to the Revolving Loan Lenders shall not alter or affect the limitations on
      remedies specified in paragraph
      (c) below.




62




(c)  Subject
      to paragraph
      (d) below,
      no Financing Party may, except with the prior consent of the Required Lenders
      (i) enforce any security interest created or evidenced by any Security
      Document or require the Administrative Agent to enforce any such security
      interest (provided that the foregoing shall not limit any right of setoff by
      a
      Lender permitted hereunder); (ii) sue for or institute any creditor’s
      process (including an injunction, garnishment, execution or levy, whether before
      or after judgment) in respect of any Obligation (whether or not for the payment
      of money) owing to it under or in respect of any Loan Document; (iii) take
      any step for the winding-up, administration of or dissolution of, or any
      insolvency proceeding in relation to, the Borrower, or for a voluntary
      arrangement, scheme of arrangement or other analogous step in relation to the
      Borrower, or (iv) apply for any order for an injunction or specific
      performance in respect of the Borrower in relation to any of the Loan Documents;
      provided that nothing herein shall limit any netting or right of set-off by
      the
      Hedging Bank in accordance with the Hedging Agreements.




(d)  If
      the
      Revolving Loans and interest thereon are not repaid in full on the Maturity
      Date, the Revolving Loan Lenders may bring any action or proceeding (i) for
      collection of such unpaid amounts and other amounts due and owing to the
      Revolving Loan Lenders with respect thereto and (ii) for the recognition or
      enforcement of any judgment with respect to such unpaid amounts and such other
      amounts. Notwithstanding the foregoing, as long as any real property is included
      in the Collateral, the Revolving Loan Lenders shall not exercise any rights
      or
      remedies that could reasonably be expected to result in the loss of the
      Collateral Agent’s Lien on the Collateral pursuant to the California “one
      action” rule or any similar rule of any other jurisdiction. Notwithstanding
      anything in the foregoing to the contrary, the Revolving Loans shall at all
      times be secured by the Lien pursuant to the Security Documents, subject to
      the
      direction of the Required Lenders.




Section
      8.3  Waiver
      of Event of Default.




Any
      Event
      of Default may be waived as provided in Section
      12.1 .
      No
      waiver of any Event of Default shall constitute a waiver of any other or any
      succeeding Event of Default except to the extent specifically provided in such
      waiver.




ARTICLE
      IX




PROJECT
      ACCOUNTS & FLOW OF FUNDS




Section
      9.1  Project
      Accounts.




(a)  None
      of
      the Borrower or its Subsidiaries shall maintain banking accounts or securities
      accounts other than (i) the Accounts, and (ii) the Project Accounts
      listed on Schedule 5.26 or established and maintained in accordance with this Section 9.1 .




63




(b)  Except
      as
      otherwise set forth on Schedule
      5.26 ,
      each
      Project Account shall be directly or indirectly linked to the Concentration
      Account, and the Borrower shall at all times, at its sole cost and expense,
      transfer, and shall cause its Subsidiaries to transfer, all cash in such Project
      Accounts (except for amounts reserved for petty cash purposes not to exceed
      $15,000) into the Concentration Account no less frequently than on a daily
      basis. Once per month, or as otherwise requested from time to time by the
      Administrative Agent, the Borrower shall provide to the Administrative Agent
      documentation reasonably acceptable to the Administrative Agent evidencing
      compliance with this paragraph
      (b) .




(c)  The
      Borrower or any of its Subsidiaries may establish additional Project Accounts
      as
      necessary or desirable for its business; provided that the Borrower shall
      provide notice of the establishment of such new Project Account to the
      Administrative Agent within five (5) Business Days, and provided further, that,
      unless otherwise agreed by the Administrative Agent, all cash in such Project
      Accounts (except for amounts to be agreed upon with the Administrative Agent
      to
      be reserved for working capital purposes) shall be transferred into the
      Concentration Account no less frequently than on a daily basis.




(d)  No
      later
      than April 1, 2008, the Borrower shall cause all Project Accounts to be
      maintained with Wachovia Bank, N.A. or another single bank reasonably acceptable
      to the Administrative Agent, except for Project Accounts to be agreed upon
      with
      the Administrative Agent which, for operational reasons, should be maintained
      temporarily or permanently with other banks.




Section
      9.2  Material
      Project Accounts.




(a)  If,
      after
      the date hereof, the Administrative Agent reasonably determines that one or
      more
      Project Accounts, based on the amounts deposited therein, are material for
      the
      security interest of the Secured Parties (all such accounts, together with
      the
      Concentration Account, the Project Accounts marked as “material” on Schedule
      5.26 and any
      accounts replacing such accounts, collectively, the “ Material
      Project Accounts ”),
      the
      Borrower shall promptly (but in any event within 30 days after notice thereof)
      enter into an account control agreement (each, a “ Control
      Agreement ”)
      with
      the Collateral Agent and the applicable bank, substantially in the form of Exhibit G hereto
      with such changes thereto as may be requested or approved by the Administrative
      Agent, the Collateral Agent and the Borrower (or such other form as is
      reasonably acceptable to the Administrative Agent, the Collateral Agent, such
      bank and the Borrower), and carry out such further acts as the Administrative
      Agent may reasonably request in order to perfect the security interest of the
      Collateral Agent in the relevant accounts.




(b)  No
      Material Project Account may be closed unless the funds then on deposit in
      such
      Material Project Account are transferred to another Material Project Account
      or
      to a new Material Project Account established and maintained in accordance
      with
      this Section 9.2 .




(c)  The
      Borrower (or applicable Subsidiary of the Borrower) shall notify the
      Administrative Agent and the Collateral Agent in writing promptly upon receipt
      of notice that a Control Agreement with respect to any Material Project Account
      will be terminated or otherwise will no longer be in full force and effect.
      In
      such event, the Borrower shall promptly, and in any event prior to the effective
      date of such termination, cause the withdrawal and transfer of any balance
      in
      the affected Material Project Account to an existing Material Project Account
      that is subject to a Control Agreement or a new Material Project Account
      established and maintained in accordance with this Section
      9.2 .




64




Section
      9.3  Cash
      Management




(a)  The
      Borrower shall deposit or cause to be deposited into the Project Accounts all
      Operating Revenues and all other amounts received by any of the Borrower and
      its
      Subsidiaries from any source whatsoever, in each case promptly upon receipt
      thereof. To the extent payments for fuel or other material payments to the
      Borrower or its Subsidiaries are not being deposited directly into the
      Concentration Account as of the Closing Date, the Borrower shall make
      commercially reasonable efforts to deposit or cause to be deposited such
      material payments directly into the Concentration Account promptly after the
      Closing Date. If any such material payments to the Borrower or its Subsidiaries
      are deposited into a Project Account other than the Concentration Account after
      April 1, 2008, such Project Account shall be maintained as a Material Project
      Account in accordance with Section
      9.2 .




(b)  Except
      as
      set forth on Schedule
      5.26 ,
      all
      payments to fuel suppliers or other material payments to be made by the Borrower
      or any of its Subsidiaries to other Persons after April 1, 2008 shall be made
      from the Concentration Account or other Material Project Accounts or from
      Project Accounts which are automatically swept daily to the Concentration
      Account.




(c)  The
      balance in any Project Accounts used by Subsidiaries for petty cash purposes
      shall generally not exceed $15,000.




Section
      9.4  Debt
      Service Reserve Required Balance.




(a)  Subject
      to paragraph
      (b) below,
      the Borrower shall deposit to the Debt Service Reserve Account funds equal
      to an
      amount which results in such account being funded with the Debt Service Reserve
      Required Balance as required hereunder and shall thereafter transfer funds
      to
      the Debt Service Reserve Account in accordance with Section 9.5(a)(i) .




(b)  The
      Borrower shall be permitted to maintain the Debt Service Reserve Required
      Balance by any combination (except as otherwise provided in clause (iii) below)
      of available cash on deposit in the Debt Service Reserve Account and a Debt
      Service Reserve Letter of Credit maintained in effect by the Borrower; provided that the
      Debt Service Reserve Letter of Credit shall not be a Letter of Credit issued
      under the Letter of Credit Facility. The Borrower shall notify the
      Administrative Agent at least forty-five (45) days prior to the expiration
      of
      the Debt Service Reserve Letter of Credit provided pursuant to this Section
      9.4(b) .
      Any
      Debt Service Reserve Letter of Credit shall be unconditionally drawable by
      the
      Administrative Agent if any of the following occurs: (A) in the event, and
      to the extent, of any shortfall in the payment of Mandatory Debt Service when
      due; (B) in the event the entity that has issued the Debt Service Reserve
      Letter of Credit suffers an L/C Issuer Event, thirty (30) days after the
      occurrence of such L/C Issuer Event, and (C) the occurrence of any Event of
      Default and acceleration of the Loans and/or exercise of remedies under the
      Security Documents.




(c)  Upon
      the
      occurrence of an L/C Issuer Event (and provided that the Administrative Agent
      shall not have drawn the full amounts available thereunder), the Borrower shall
      replace any letter of credit affected thereby by depositing cash to the Debt
      Service Reserve Account or providing a letter of credit issued by an Acceptable
      Issuer not later than three (3) Business Days after the earlier of (A) the
      Collateral Agent giving the Borrower written notice thereof and (B) the
      Borrower having Actual Knowledge thereof.




65




(d)  Upon
      the
      satisfaction in full of the Obligations, the Debt Service Reserve Letter of
      Credit will be forthwith returned to the Borrower for cancellation and
      termination thereof.




Section
      9.5  Payments
      to Reserve Accounts and Distribution Account




(a)  The
      Borrower shall cause amounts held in the Concentration Account or other Project
      Accounts to be withdrawn and transferred at the following times and for the
      following purposes:




(i)  On
      each
      Quarterly Funds Transfer Date, the Borrower shall, after first making any
      mandatory prepayments required to be paid from Excess Cash Flow or that may
      otherwise be due and any payments of interest or fee that may be due on such
      date, cause to be transferred to the Debt Service Reserve Account from available
      Excess Cash Flow an amount equal to (A) the then current Debt Service
      Reserve Required Balance, minus (B) the sum of the funds then on deposit in
      the Debt Service Reserve Account and the aggregate face amount of all Debt
      Service Reserve Letters of Credit.




(ii)  If,
      as of
      any Calculation Date, any one or more of the Distribution Conditions shall
      not
      be satisfied, the Borrower shall, after application of amounts in accordance
      with the preceding clause
      (i) and not
      later than two (2) Business Days after the Borrower has delivered a certified
      calculation of the Debt Service Coverage Ratios for such Calculation Date
      pursuant to Section 6.1(e), cause
      all Cash Available for Distribution as of such Calculation Date to be
      transferred to the Special Reserve Account.




(iii)  If,
      as of
      any Calculation Date, all Distribution Conditions shall be satisfied, after
      application of amounts in accordance with clause
      (i) above,
      promptly and in any event within five (5) Business Days after the Borrower
      has
      delivered a certified calculation of the Debt Service Coverage Ratios for such
      Calculation Date pursuant to Section 6.1(e) ,
      cause
      all Cash Available for Distribution to be transferred to the Distribution
      Account.




(b)  If,
      following a deposit of monies to the Special Reserve Account pursuant to Section
      9.5(a)(ii) ,
      all
      Distribution Requirements are satisfied for each of the succeeding two (2)
      consecutive Calculation Dates, the Borrower may transfer all funds on deposit
      in
      the Special Reserve Account (other than any monies required to prepay Loans
      in
      accordance with Section
      2.9(c)(iv) )
      to the
      Distribution Account.




(c)  The
      Borrower and the other Loan Parties hereby agree that the Administrative Agent
      is authorized to withdraw and transfer funds from the Concentration Account
      to
      effect the payments described in the paragraph
      (a) above in
      the event the Borrower does not cause such funds to be transferred in a timely
      or otherwise appropriate manner; provided that the
      Borrower shall under no circumstances be relieved from its obligations under paragraph
      (a) above.




66




Section
      9.6  Distributions.




(a)  None
      of
      the Borrower or its Subsidiaries shall make any Distributions or MIC Cost
      Reimbursement Payments, or set apart any sum for any such purpose,
      except:




(i)  a
      Subsidiary of the Borrower may make Distributions to another Subsidiary of
      the
      Borrower or to the Borrower;




(ii)  from
      the
      Closing Date until the fifth anniversary thereof, the Borrower may make cash
      Distributions or MIC Cost Reimbursement Payments to the Investor in an aggregate
      amount equal to Cash Available for Distribution as of any Calculation Date
      occurring during such period within thirty-five (35) days following such
      Calculation Date if each of the following conditions has been met (collectively,
      the “ Distribution
      Conditions ”);




(A)
            the
                Backward Debt Service Coverage Ratio as of such Calculation Date,
                modified
                to exclude from the calculation of Net Cash Flow any equity contributions
                referred to inclause
                (b)of
                the definition of “Net Cash Flow”, is equal to or greater than 1.60 to
                1.00, and the Forward Debt Service Coverage Ratio as of such Calculation
                Date, modified to exclude from the calculation of Net Cash Flow any
                equity
                contributions referred to inclause
                (b)of
                the definition of “Net Cash Flow”, is equal to or greater than 1.60 to
                1.00, each as evidenced by a certificate delivered by the Borrower
                to the
                Administrative Agent no later than five (5) Business Days prior to
                the
                proposed date of Distribution;




(B)
            no
                Default or Event of Default shall have occurred and be continuing
                as of
                such Calculation Date or the date of such Distribution or shall result
                from the making of the proposed
                Distribution;




(C)
            all
                mandatory prepayments of the Loans, if any, for such fiscal quarter
                shall
                have been paid to the Administrative
                Agent;




(D)
            the
                Debt Service Reserve Required Balance is fully reserved with either
                a cash
                deposit to the Debt Service Reserve Account or a Debt Service Reserve
                Letter of Credit issued in accordance withSection 9.4(b)or
                any combination thereof; and




(E)
            EBITDA
                for the Calculation Period ending on such Calculation Date shall
                be equal
                to or greater than the Applicable Minimum
                EBITDA.;




(F)
            no
                Lock-Up Period shall be in effect;




(G)
            no
                Revolving Loans shall be outstanding;
                and




67




(H)
            the
                Administrative Agent shall have received notice from the Borrower
                of such
                Distribution or MIC Cost Reimbursement Payments in writing certifying
                that
                the foregoing conditions (A) through (G) have been
                met.




(b)  Notwithstanding
      anything to the contrary in this Article
      IX ,
      the
      Borrower may make the Special Distribution to the Investor with proceeds of
      the
      Borrowing of Term Loans on the Closing Date irrespective of whether the
      Distribution Conditions are met.




Section
      9.7  Payments
      from Loss Proceeds Account.




Funds
      on
      deposit in the Loss Proceeds Account that are to be made available for
      Restoration work pursuant to a Restoration Plan as set forth in Section
      6.14 (b) will be
      disbursed to pay the cost of the Restoration upon receipt by the Administrative
      Agent of a certificate of the Borrower certifying that:




(a)  all
      of
      the restoration work already completed was done substantially in compliance
      with
      the approved Restoration Plan;




(b)  the
      sum
      requested is required to pay for costs incurred in connection with such
      Restoration work (giving a description of the services and materials provided
      in
      connection with such restoration work);




(c)  the
      sum
      requested, when added to all amounts with respect to the relevant casualty
      event
      previously paid out of the Concentration Account or by the applicable Loan
      Party
      out of its Project Accounts, does not exceed the aggregate amount then due
      and
      payable with respect to the Restoration work done as of the date of such
      certificate;




(d)  the
      amount of net proceeds with respect to the Event of Loss remaining in the
      Concentration Account or the applicable Loan Party’s Project Accounts, together
      with any other amounts deposited in such accounts by the Borrower or any other
      Person or otherwise irrevocably committed to be made available to the Borrower
      as equity funds or Permitted Subordinated Debt (in each case, by the Investor
      or
      an Affiliate thereof or a Person that has at least an investment grade long-term
      unsecured (and not credit enhanced) debt rating or other credit status
      satisfactory to the Required Lenders) for the purpose of such Restoration are
      anticipated to be sufficient to complete the Restoration work in accordance
      with
      the Restoration Plan;




(e)  there
      exists no mechanic’s, materialmen’s or other Liens on the affected Property
      arising out of the Restoration (except which are not yet due, adequately bonded,
      Permitted Liens or as are being contested in good faith pursuant to Permitted
      Contest Provisions), or if the same do exist, they will be discharged with
      the
      funds received from the requested payment; and




(f)  no
      Event
      of Default has occurred and is continuing.




68




ARTICLE
      X




ADMINISTRATIVE
      AGENT




Section
      10.1  Appointment
      and Authorization of Administrative Agent.




Each
      Financing Party hereby appoints, designates and authorizes the Administrative
      Agent to take such action on its behalf under the provisions of this Agreement
      and each other Loan Document and to exercise such powers and perform such duties
      as are expressly delegated to it by the terms of this Agreement or any other
      Loan Document, together with such powers as are reasonably incidental thereto.
      Notwithstanding any provision to the contrary contained elsewhere herein or
      in
      any other Loan Document, the Administrative Agent shall not have any duties
      or
      responsibilities, except those expressly set forth herein, nor shall the
      Administrative Agent have or be deemed to have any fiduciary relationship with
      any Financing Party or Participant, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent. Without limiting the generality of the foregoing sentence,
      the use of the term “agent” herein and in the other Loan Documents with
      reference to the Administrative Agent is not intended to connote any fiduciary
      or other implied (or express) obligations arising under agency doctrine of
      any
      applicable Legal Requirement. Instead, such term is used merely as a matter
      of
      market custom, and is intended to create or reflect only an administrative
      relationship between independent contracting parties.




Section
      10.2  Delegation
      of Duties.




The
      Administrative Agent may execute any of its duties under this Agreement or
      any
      other Loan Document by or through agents, employees or attorneys-in-fact and
      shall be entitled to advice of counsel and other consultants or experts
      concerning all matters pertaining to such duties. The Administrative Agent
      shall
      not be responsible for the negligence or misconduct of any agent or
      attorney-in-fact that it selects in the absence of gross negligence or willful
      misconduct.




Section
      10.3  Liability
      of Administrative Agent.




None
      of
      the Administrative Agent, its officers, directors, employees, agents,
      attorneys-in-fact and Affiliates shall (a) be liable for any action taken or
      omitted to be taken by any of them under or in connection with this Agreement
      or
      any other Loan Document or the transactions contemplated hereby (except for
      its
      own gross negligence or willful misconduct in connection with its duties
      expressly set forth herein), or (b) be responsible in any manner to any
      Financing Party or participant for any recital, statement, representation or
      warranty made by any Loan Party or any officer thereof, contained herein or
      in
      any other Loan Document, or in any certificate, report, statement or other
      document referred to or provided for in, or received by the Administrative
      Agent
      under or in connection with, this Agreement or any other Loan Document, or
      the
      validity, effectiveness, genuineness, enforceability or sufficiency of this
      Agreement or any other Loan Document, or for any failure of any Loan Party
      or
      any other party to any Loan Document to perform its obligations hereunder or
      thereunder. None of the Administrative Agent and any of its officers, directors,
      employees, agents, attorneys-in-fact and Affiliates shall be under any
      obligation to any Financing Party or participant to ascertain or to inquire
      as
      to the observance or performance of any of the agreements contained in, or
      conditions of, this Agreement or any other Loan Document, or to inspect the
      properties, books or records of any Loan Party or any Affiliate
      thereof.




69




Section
      10.4  Reliance
      by Administrative Agent.




The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any writing, communication, signature, resolution, representation,
      notice, consent, certificate, affidavit, letter, telegram, facsimile, telex
      or
      telephone message, electronic mail message, statement or other document or
      conversation believed by it to be genuine and correct and to have been signed,
      sent or made by the proper Person or Persons, and upon advice and statements
      of
      legal counsel (including counsel to any Loan Party), independent accountants
      and
      other experts selected by the Administrative Agent. The Administrative Agent
      shall be fully justified in failing or refusing to take any action under any
      Loan Document unless it shall first receive such advice or concurrence of the
      Required Lenders as it deems appropriate and, if it so requests, it shall first
      be indemnified to its satisfaction by the Financing Parties against any and
      all
      liability and expense which may be incurred by it by reason of taking or
      continuing to take any such action. The Administrative Agent shall in all cases
      be fully protected in acting, or in refraining from acting, under this Agreement
      or any other Loan Document in accordance with a request or consent of the
      Required Lenders (or such greater number of Lenders as may be expressly required
      hereby in any instance) and such request and any action taken or failure to
      act
      pursuant thereto shall be binding upon all the Lenders.




Section
      10.5  Notice
      of Default.




The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default, except with respect to defaults
      in the payment of principal, interest and fees required to be paid to the
      Administrative Agent for the account of the Financing Parties, unless the
      Administrative Agent shall have received written notice from a Financing Party
      or the Borrower referring to this Agreement, describing such Default and stating
      that such notice is a “notice of default.” The Administrative Agent will notify
      the Financing Parties of its receipt of any such notice. The Administrative
      Agent shall take such action with respect to such Default or Event of Default
      as
      may be directed by the Required Lenders (or such other number or percentage
      of
      Lenders as shall be necessary under the circumstances as provided in Section 12.1 ; provided ,
      that
      unless and until the Administrative Agent has received any such direction,
      the
      Administrative Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable or in the best interest of the Financing
      Parties.




Section
      10.6  Credit
      Decision; Disclosure of Information.




Each
      Financing Party acknowledges that neither the Administrative Agent nor any
      of
      its officers, directors, employees, agents, attorneys-in-fact or Affiliates
      has
      made any representation or warranty to it, and that no act by the Administrative
      Agent hereafter taken, including any consent to and acceptance of any assignment
      or review of the affairs of any Loan Party or any Affiliate thereof, shall
      be
      deemed to constitute any representation or warranty by the Administrative Agent
      or any of its officers, directors, employees, agents, attorneys-in-fact or
      Affiliates to any Financing Party as to any matter, including whether the
      Administrative Agent or any of its officers, directors, employees, agents,
      attorneys-in-fact or Affiliates have disclosed material information in their
      possession. Each Financing Party represents to the Administrative Agent that
      it
      has, independently and without reliance upon the Administrative Agent or any
      of
      its officers, directors, employees, agents, attorneys-in-fact or Affiliates
      and
      based on such documents and information as it has deemed appropriate, made
      its
      own appraisal of and investigation into the business, prospects, operations,
      property, financial and other condition and creditworthiness of the Loan Parties
      and their respective Subsidiaries, and all applicable bank or other regulatory
      Laws relating to the transactions contemplated hereby, and made its own decision
      to enter into this Agreement and to extend credit to the Borrower hereunder.
      Each Financing Party also represents that it will, independently and without
      reliance upon the Administrative Agent or any of its officers, directors,
      employees, agents, attorneys-in-fact or Affiliates and based on such documents
      and information as it shall deem appropriate at the time, continue to make
      its
      own credit analysis, appraisals and decisions in taking or not taking action
      under this Agreement and the other Loan Documents, and to make such
      investigations as it deems necessary to inform itself as to the business,
      prospects, operations, property, financial and other condition and
      creditworthiness of the Borrower. Except for notices, reports and other
      documents expressly required to be furnished to the Financing Parties by the
      Administrative Agent herein, the Administrative Agent shall not have any duty
      or
      responsibility to provide any Financing Party with any credit or other
      information concerning the business, prospects, operations, property, financial
      and other condition or creditworthiness of the Borrower or any of its Affiliates
      which may come into the possession of the Administrative Agent or any of its
      officers, directors, employees, agents, attorneys-in-fact or
      Affiliates.




70




Section
      10.7  Indemnification.




To
      the
      extent that the Borrower fails to pay any amount required to be paid by it
      to
      the Administrative Agent or any Indemnitee, each Financing Party severally
      agrees to pay to the Administrative Agent or such Indemnitee such Financing
      Party’s Applicable Percentage (determined as of the time that the applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount.
      The
      undertaking in this Section
      10.7 shall
      survive termination of the Commitments, the payment of all Obligations and
      the
      resignation of the Administrative Agent.




Section
      10.8  Administrative
      Agent in Its Individual Capacity.




The
      Administrative Agent and its Affiliates may make loans to, issue letters of
      credit for the account of, accept deposits from, acquire equity interests in
      and
      generally engage in any kind of banking, trust, financial advisory, underwriting
      or other business with each of the Loan Parties and their respective Affiliates
      as though the Administrative Agent were not the Administrative Agent hereunder
      and without notice to or consent of the Financing Parties. The Financing Parties
      acknowledge that, pursuant to such activities, the Administrative Agent or
      its
      Affiliates may receive information regarding any Loan Party or its Affiliates
      (including information that may be subject to confidentiality obligations in
      favor of such Loan Party or such Affiliate) and acknowledge that the
      Administrative Agent shall be under no obligation to provide such information
      to
      them. With respect to its Loans or other Outstanding Exposure, the
      Administrative Agent shall have the same rights and powers under this Agreement
      as any other Financing Party and may exercise such rights and powers as though
      it were not the Administrative Agent.




71




Section
      10.9  Collateral
      Agency Agreement.




Each
      Financing Party hereby authorizes the Administrative Agent and the Collateral
      Agent to execute and deliver the Collateral Agency Agreement on behalf of such
      Financing Party and agrees that, upon such execution and delivery, such
      Financing Party shall be bound by the terms and provisions thereof as if such
      Financing Party was a signatory thereto. Each Financing Party further authorizes
      the Administrative Agent to exercise such powers and discretion under each
      such
      agreement as are delegated to the Administrative Agent by the terms thereof,
      together with such powers and discretion as are reasonably incidental thereto.
      As to matters not expressly provided for in the Collateral Agency Agreement,
      the
      Administrative Agent shall not be required to exercise any discretion or take
      any action, but shall be required to act or to refrain from acting (and shall
      be
      fully protected in so acting or refraining from acting) upon the instructions
      of
      the Required Lenders; provided that the
      Administrative Agent shall not be required to take any action that exposes
      it to
      personal liability or that is contrary to the Loan Documents or applicable
      Legal
      Requirements.




Section
      10.10  Successor
      Administrative Agent.




The
      Administrative Agent may resign as Administrative Agent upon 30 days’ prior
      written notice to the Lenders, and the Administrative Agent may be removed
      at
      any time for cause by the Required Lenders. If the Administrative Agent resigns
      under this Agreement or if the Administrative Agent is removed, the Required
      Lenders shall appoint from among the Lenders a successor administrative agent
      for the Lenders, which successor administrative agent shall be consented to
      by
      the Borrower at all times other than during the existence of an Event of Default
      (which consent of the Borrower shall not be unreasonably withheld or delayed).
      If no successor administrative agent is appointed prior to the effective date
      of
      the resignation or removal of the Administrative Agent, the Administrative
      Agent
      may appoint, after consulting with the Lenders and the Borrower, a successor
      administrative agent from among the Lenders. Upon the acceptance of its
      appointment as successor administrative agent hereunder, the Person acting
      as
      such successor administrative agent shall succeed to all the rights, powers
      and
      duties of the retiring Administrative Agent and the term “Administrative Agent”
shall mean such successor administrative agent, and the retiring Administrative
      Agent’s appointment, powers and duties as Administrative Agent shall be
      terminated. After any retiring Administrative Agent’s resignation or removal
      hereunder as Administrative Agent, the provisions of this Article X and Section 12.3 shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Administrative Agent under this Agreement. If no successor administrative
      agent has accepted appointment as Administrative Agent by the date which is
      30
      days following a retiring Administrative Agent’s notice of resignation or
      removal, the retiring Administrative Agent’s resignation or removal shall
      nevertheless thereupon become effective and the Lenders shall perform all of
      the
      duties of the Administrative Agent hereunder until such time, if any, as the
      Required Lenders appoint a successor agent as provided for above.




72




Section
      10.11  Lead
      Arrangers.




Except
      as
      set forth in Article
      XI ,
      none of
      the Mandated Lead Arrangers shall have any right, power, obligation, liability,
      responsibility or duty under this Agreement other than, to the extent it is
      a
      Lender or the Administrative Agent, those applicable to all Lenders or the
      Administrative Agent, as the case may be, as such. Each Lender acknowledges
      that
      it has not relied, and will not rely, on any of the Mandated Lead Arrangers
      in
      deciding to enter into this Agreement or in taking or not taking action
      hereunder.




ARTICLE
      XI




HEDGING
      ARRANGEMENTS




Section
      11.1  Hedging
      Payments.




No
      Hedging Bank shall (a) demand (other than as may be necessary in order to
      exercise any right to terminate any Hedging Transaction pursuant to a Hedging
      Agreement as permitted under Section 11.2 or
      required under Section 11.3 )
      or
      receive payment, prepayment or repayment of, or any distribution in respect
      of,
      or on account of, any of the Hedging Obligations in cash or in kind, or apply
      any money or property in or towards the discharge of any Hedging Obligations
      except for scheduled payments arising under the terms of the Hedging Agreements,
      or (b) permit to exist or receive any security interest or any financial
      support (including the giving of any guarantee or the making of any deposit
      or
      payment) for or in respect of any of the Hedging Obligations other than under
      the Loan Documents.




Section
      11.2  Voluntary
      Termination.




A
      Hedging
      Bank may terminate a Hedging Transaction pursuant to a Hedging Agreement only
      upon the occurrence of any of the following events: (a) an Event of Default
      has occurred and is continuing and (i) the Administrative Agent takes any action
      pursuant to Section
      8.2(a) or (ii)
      the Revolving Loan Lenders take any action pursuant to Section 8.2(b) ,
      (b) the Required Lenders have directed the Administrative Agent to seek a
      lifting of the automatic stay or any other stay in any Bankruptcy Proceeding
      so
      as to permit an acceleration of all of the amounts outstanding under the Loan
      Documents pursuant to Section 8.2(a) ,
      (c) early termination is permitted in accordance with the terms of such
      Hedging Agreement by the Hedging Bank in the event it becomes unlawful for
      such
      Hedging Bank or the Borrower to perform any absolute or contingent obligation
      under such Hedging Agreement, (d) early termination is permitted in
      accordance with the terms of such Hedging Agreement upon the occurrence of
      a tax
      event or tax event upon merger, (e) the Administrative Agent has requested
      such termination or such termination is otherwise permitted in accordance with Section 11.3 ,
      (f) the Loans are repaid in full, or (g) an Event of Default occurs
      under Section 8.1(a) with
      respect to the Hedging Agreements entered into by such Hedging Bank or an Event
      of Default occurs under Section
      8.1(i) or (j) with
      respect to any of the Borrower or its Subsidiaries.




Section
      11.3  Involuntary
      Termination or Reduction.




(a)  If
      the
      Administrative Agent has declared that all of the amounts outstanding under
      the
      Loan Documents are immediately due and payable or such acceleration has occurred
      without notice from the Administrative Agent pursuant to Section 8.2(a) ,
      each
      Hedging Bank shall, at the written request of the Administrative Agent (acting
      at the direction of the Required Lenders), exercise its rights to terminate
      all
      Hedging Transactions under each Hedging Agreement to which it is a
      party.




73




(b)  If
      the Borrower is required to make a prepayment of Term Loans under Section
      2.9(c) or makes
      an optional prepayment of Term Loans pursuant to Section
      2.9(b) which,
      in either case, would result in the aggregate notional amounts hedged under
      the
      Hedging Agreements exceeding the aggregate principal amount of the Terms Loans
      at the time of such prepayment, the Borrower shall reduce the amounts hedged
      under the Hedging Agreements (allocated ratably among the Hedging Agreements
      according to the respective amounts hedged thereunder) to a level equal to
      100%
      of the Term Loans outstanding.




Section
      11.4  Hedging
      Bank Joinder Agreements.




Any
      Permitted Hedging Bank may become a party to this Agreement by entering into
      a
      Hedging Bank Joinder Agreement substantially in the form of Exhibit
      J hereto
      with the Borrower and the Administrative Agent.




ARTICLE
      XII




MISCELLANEOUS




Section
      12.1  Amendments;
      Waivers.




(a)  No
      amendment or waiver of any provision of this Agreement or any other Loan
      Document, and no consent to any departure by the Borrower or any other Loan
      Party therefrom, shall be effective unless in writing signed by the Required
      Lenders and the Borrower or other applicable Loan Party, as the case may be,
      and
      acknowledged by the Administrative Agent; provided that no
      such amendment, waiver or consent shall: (i) extend or increase the
      Commitment of any Lender without the written consent of such Lender;
      (ii) postpone any date fixed by this Agreement or any other Loan Document
      for any payment or mandatory prepayment of principal, interest, fees or other
      amounts due to the Lenders (or any of them), or postpone the scheduled date
      of
      expiration of any Commitment, without the written consent of each Lender
      directly affected thereby; (iii) reduce the principal of, or the rate of
      interest specified herein on, any Loan, or any fees or other amounts payable
      hereunder or under any other Loan Document, or change any financial ratio or
      the
      manner of calculation of any financial ratio (including any change in any
      applicable defined term) used in determining the amount of any mandatory
      prepayment that would result in a reduction of any such prepayment, without
      the
      written consent of each Lender directly affected thereby; (iv) change Section 2.13 in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each Lender; (v) change any provision of
      this Section
      12.1 or the
      definition of “Required Lenders” or any other provision hereof specifying the
      number or percentage of Lenders required to waive, amend or modify any rights
      hereunder or make any determination or grant any consent hereunder, without
      the
      written consent of each Lender; (vi) release any Guarantor from the
      Subsidiary Guaranty, or (vii) release all or any material part of the
      Collateral without the written consent of each Lender and Hedging Bank (except
      that (A) any release in connection with a sale or other disposition of
      Collateral authorized by Section
      7.3 shall
      not require the approval of any Lender or Hedging Bank and (B) any amendment,
      waiver or consent which modifies the terms of Section 7.3 (including any modification relating to the prepayment of proceeds from any
      such
      sale or other disposition) shall require the consent of the Required Lenders);
      and provided , further ,
      that
      (A) no amendment, waiver or consent shall, without the written consent of
      the Administrative Agent in addition to the Lenders required above, affect
      the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document, (B) no amendment, waiver or consent shall, without the written
      consent of the Issuing Bank in addition to the Lenders required above, affect
      the rights or duties of the Issuing Bank under this Agreement or any other
      Loan
      Document (C) no amendment, waiver or consent shall, without the written consent
      of each Hedging Bank directly affected thereby in addition to the Lenders
      required above, affect the rights or duties of such Hedging Bank under this
      Agreement or any other Loan Document, and (D) any separate fee agreement between
      the Borrower and the Administrative Agent in its capacity as such or between
      the
      Borrower and the Lead Arrangers in their capacities as such may be amended
      or
      modified by such parties; and provided , further ,
      that
      any waiver of conditions precedent set forth in Section
      4.1(g) which
      relate to the perfection of a security interest in Collateral can be waived
      by
      the Administrative Agent in its discretion, ( provided that
      such condition shall instead be satisfied after the Closing Date, and within
      time periods established by the Administrative Agent in its discretion); and provided , further ,
      that
      (X) no amendment, waiver or consent shall, without the written consent of
      the Revolving Loan Lenders, in addition to the Lenders required above, be
      effective for purposes of determining the obligation of the Revolving Loan
      Lenders to make Revolving Loans or the existence or non-existence of a Revolver
      Event of Default, or the rights of the Revolving Loan Lenders specified in Section 8.2(b) ,
      and (Y)
      no amendment, waiver or consent shall, without the written consent of the
      Issuing Bank, in addition to the Lenders required above, be effective for
      purposes of determining the obligation of the Issuing Bank to issue Letters
      of
      Credit.




74




(b)  No
      failure or delay by the Administrative Agent or any Lender in exercising any
      right or power hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. The rights
      and remedies of the Administrative Agent and the Lenders hereunder are
      cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of this Agreement or consent to
      any
      departure by the Borrower therefrom shall in any event be effective unless
      the
      same shall be permitted by paragraph
      (a) of this Section
      12.1 ,
      and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the purpose for which given. Without limiting the generality of the
      foregoing, the making of a Loan shall not be construed as a waiver of any
      Default, regardless of whether the Administrative Agent or any Lender may have
      had notice or knowledge of such Default at the time.




Section
      12.2  Notices.




(a)  Unless
      otherwise expressly provided herein, (and subject to paragraph (c) below),
      all notices and other communications provided for herein shall be in writing
      and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail or sent by telecopy, as follows:




(i)  if
      to the
      Borrower:




Atlantic
      Aviation FBO Inc.


6504
      International Parkway, Suite 2400


Plano,
      TX
      75093


Attention:
      Calvin Miller


Telephone:
      (972) 447-4205


Facsimile:
      (972) 447-4211




75




with
      a
      copy to:




Macquarie
      Infrastructure Company Inc.


125
      West
      55th Street


New
      York,
      New York 10019


Attention:
      Frank Joyce


Telephone:
      (212) 231-1814


Facsimile:
      (212) 231-1828




and




Pillsbury
      Winthrop Shaw Pittman LLP


1650
      Tysons Boulevard


McLean,
      Virginia 22102


Attention:
      Craig E. Chason, Esq.


Telephone:
      (703) 770-7947


Facsimile:
      (703) 770-7901




(ii)  if
      to the
      Administrative Agent:




DEPFA
      BANK plc


1
      Commons
      Street


Dublin
      1


Ireland


Attention:
      Brian Price


Telephone:
      +353 1 792 2374


Facsimile:
      +353 1 792 2164




(iii)  if
      to the
      Revolving Loan Lender:




DEPFA
      BANK plc


1
      Commons
      Street


Dublin
      1


Ireland


Attention:
      Brian Price


Telephone:
      +353 1 792 2374


Facsimile:
      +353 1 792 2164




(iv)  if
      to the
      Issuing Bank:




DEPFA
      BANK plc


1
      Commons
      Street


Dublin
      1


Ireland


Attention:
      Brian Price


Telephone:
      +353 1 792 2374


Facsimile:
      +353 1 792 2164




76




(v)  if
      to any
      Lender, to it at its address (or telecopy number) set forth in its
      Administrative Questionnaire.




(b)  Loan
      Documents may be transmitted and/or signed by facsimile. The effectiveness
      of
      any such documents and signatures shall, subject to applicable Legal
      Requirements, have the same force and effect as manually-signed originals and
      shall be binding on all Loan Parties, the Administrative Agent and the Lenders.
      The Administrative Agent may also require that any such documents and signatures
      be confirmed by a manually-signed original thereof; provided that the
      failure to request or deliver the same shall not limit the effectiveness of
      any
      facsimile document or signature.




(c)  Electronic
      mail and internet and intranet websites may be used only to distribute routine
      communications, such as Financial Statements and other information as provided
      in Section 6.1 ,
      and to
      distribute Loan Documents for execution by the parties thereto, and may not
      be
      used for any other purpose.




(d)  Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the Borrower and the Administrative Agent.
      All notices and other communications given to any party hereto in accordance
      with the provisions of this Agreement shall be deemed to have been given on
      the
      date of receipt.




Section
      12.3  Expenses;
      Indemnity; Damage Waiver.




(a)  The
      Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
      the Administrative Agent and the Collateral Agent, including the reasonable
      fees, charges and disbursements of counsel for the Administrative Agent and
      the
      Collateral Agent, in connection with the preparation, negotiation and execution
      of this Agreement and the other Loan Documents and any amendment, modification
      or waiver of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), the syndication of the
      credit facilities provided for herein, and the administration of the
      transactions contemplated hereby and thereby (including any outside appraisal,
      audit, environmental and similar services), and (ii) all reasonable
      out-of-pocket expenses incurred by the Administrative Agent, the Collateral
      Agent or any Lender, including the fees, charges and disbursements of any
      counsel for the Administrative Agent or the Collateral Agent, in connection
      with
      the enforcement, attempted enforcement or protection of its rights in connection
      with this Agreement or any other Loan Document, including its rights under
      this
      Section, or in connection with the Loans made hereunder, including all such
      reasonable out-of-pocket expenses incurred during any workout, restructuring
      or
      negotiations in respect of the Obligations; provided that the
      Borrower shall not be liable for the expenses of separate counsel to any
      Lender.




77




(b)  The
      Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
      Bank, and each of the officers, directors, employees, agents, attorneys-in-fact
      and Affiliates of any of the foregoing Persons (each such Person being called
      an
“ Indemnitee ”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the reasonable fees,
      charges and disbursements of any counsel for any Indemnitee, incurred by or
      asserted against any Indemnitee arising out of, in connection with, or as a
      result of (i) the execution or delivery of any Loan Document or any
      agreement or instrument contemplated thereby, the performance by the parties
      hereto of their respective obligations hereunder or thereunder or the
      consummation of the transactions contemplated hereby or thereby, (ii) any
      Commitment, Loan or Letter of Credit issued pursuant to Section 2.14 or the
      use of the proceeds therefrom (including any refusal by the Issuing Bank to
      honor a demand for payment under any such Letter of Credit if the documents
      presented in connection with such demand do not strictly comply with the terms
      of such Letter of Credit), (iii) any actual or alleged presence or release
      of Hazardous Materials on or from any property owned or operated by any Loan
      Party, or liability under any Environmental Laws related in any way to any
      Loan
      Party, or (iv) any actual or prospective claim, litigation, investigation
      or proceeding relating to any of the foregoing, whether based on contract,
      tort
      or any other theory and regardless of whether any Indemnitee is a party thereto; provided that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment (or a
      settlement tantamount to such a judgment) to have resulted from the bad faith,
      gross negligence or willful misconduct of such Indemnitee or any Affiliate,
      officer, director, employee or agent of such Indemnitee. As used in this clause
      (b), the term “fees, charges and disbursements of any counsel for any
      Indemnitee” shall include reasonable costs and expenses of not more than one
      counsel (and, if necessary, one local counsel), which may include allocable
      costs and expenses of such Indemnitees’s in-house legal counsel and staff (to
      the extent in substitution for, and not duplicative of, outside
      counsel).




(c)  To
      the
      extent permitted by applicable law, the Borrower shall not assert, and hereby
      waives, any claim against any Indemnitee, on any theory of liability, for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Loan Document, or any agreement or instrument contemplated
      hereby or arising out of the activities in connection herewith or
      therewith.




(d)  All
      amounts due under this Section
      12.3 shall be
      payable not later than ten (10) Business Days after written demand
      therefor.




(e)  The
      agreements in this Section
      12.3 shall
      survive the termination of the Commitments and repayment of all other
      Obligations.




Section
      12.4  Successors
      and Assigns.




(a)  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that (i) the Borrower may not assign or otherwise transfer any of
      its rights or obligations hereunder without the prior written consent of each
      Lender (and any attempted assignment or transfer by the Borrower without such
      consent shall be null and void) and (ii) no Lender may assign or otherwise
      transfer its rights or obligations hereunder except in accordance with this Section
      12.4 .
      Nothing
      in this Agreement, expressed or implied, shall be construed to confer upon
      any
      Person (other than the parties hereto, their respective successors and assigns
      permitted hereby, Participants (to the extent provided in paragraph
      (c) of this Section
      12.4 )
      and, to
      the extent expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent and the Lenders) any legal or equitable right, remedy
      or
      claim under or by reason of this Agreement.




78




(b)  (i) Any
      Lender may assign to one or more Eligible Assignees approved by the
      Administrative Agent and (so long as no Event of Default is continuing) the
      Borrower (which approvals shall not be unreasonably withheld or delayed) all
      or
      a portion of its rights and obligations under this Agreement (including all
      or a
      portion of its Commitment and the Loans at the time owing to it); provided that
      (A) no approval of the Administrative Agent shall be required for any
      assignment to an assignee that is a Lender or an Affiliate of a Lender
      immediately prior to giving effect to such assignment, (B) each assignee
      Lender shall provide appropriate assurances and indemnities to the Issuing
      Bank
      as it may reasonably require with respect to any continuing obligation to
      purchase participation interests in any Drawing or other Reimbursement
      Obligation, (C) except in the case of an assignment to a Lender or an
      Affiliate of a Lender or an assignment of the entire remaining amount of the
      assigning Lender’s Loans and Commitment, the amount of the Loans and Commitment
      of the assigning Lender subject to each such assignment (determined as of the
      date the Assignment and Assumption with respect to such assignment is delivered
      to the Administrative Agent) shall not be less than $5,000,000 unless each
      of
      the Administrative Agent and, so long as no Event of Default has occurred and
      is
      continuing, the Borrower otherwise consents; (D) each partial assignment
      shall be made as an assignment of a proportionate part of all the assigning
      Lender’s rights and obligations under this Agreement; (E) the parties to
      each assignment shall execute and deliver to the Administrative Agent an
      Assignment and Assumption, together with a processing and recordation fee of
      $3,500 and any required tax forms; and (F) the assignee, if it shall not be
      a
      Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.




(ii)  Subject
      to acceptance and recording thereof pursuant to paragraph
      (b)(iv) of this Section
      12.4 ,
      from
      and after the effective date specified in each Assignment and Assumption the
      assignee thereunder shall be a party hereto and, to the extent of the interest
      assigned by such Assignment and Assumption, have the rights and obligations
      of a
      Lender under this Agreement, and the assigning Lender thereunder shall, to
      the
      extent of the interest assigned by such Assignment and Assumption, be released
      from its obligations under this Agreement (and, in the case of an Assignment
      and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto but shall continue
      to be entitled to the benefits of Sections 3.1 , 3.3 , 3.4 and 12.3 ).
      Upon
      request, the Borrower (at its expense) shall execute and deliver a Note to
      the
      assignee Lender. Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this Section 12.4 shall be
      treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with paragraph
      (c) of this Section
      12.4 .




79




(iii)  The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at one of its offices a copy of each Assignment and
      Assumption delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitment of, and principal amount of the
      Loans owing to, each Lender pursuant to the terms hereof from time to time
      (the
“ Register ”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.




(iv)  Upon
      its
      receipt of a duly completed Assignment and Assumption and required tax forms
      executed by an assigning Lender and an Eligible Assignee, the assignee’s
      completed Administrative Questionnaire (unless the assignee shall already be
      a
      Lender hereunder) and the processing and recordation fee referred to in paragraph (b)(i) of this Section
      12.4 ,
      the
      Administrative Agent shall accept such Assignment and Assumption and record
      the
      information contained therein in the Register. No assignment shall be effective
      for purposes of this Agreement unless it has been recorded in the Register
      as
      provided in this paragraph.




(c)  (i) Any
      Lender may, without the consent of or notice to the Borrower or the
      Administrative Agent, sell participations to one or more banks or other entities
      (each, a “ Participant ”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitment and the Loans owing to it); provided that
      (A) such Lender’s obligations under this Agreement shall remain unchanged,
      (B) such Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations and (C) the Borrower, the
      Administrative Agent and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. Any agreement or instrument pursuant to which
      a Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Agreement and to approve any amendment,
      modification or waiver of any provision of this Agreement; provided that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 12.1(a) that
      affects such Participant. Subject to paragraph (c)(ii) of this Section
      12.4 ,
      the
      Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1 , 3.3 and 3.4 to
      the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to paragraph (b) of this Section
      12.4 .




(ii)  A
      Participant shall not be entitled to receive any greater payment under Section 3.1 , 3.4 or 3.5 than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant. Without limitation of the preceding
      sentence, (A) a Participant that would be a Foreign Lender if it were a
      Lender shall not be entitled to the benefits of Section 3.1 unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section 3.1(e) as
      though it were a Lender and (B) a Participant that is a United States
      resident individual shall not be entitled to the benefits of Section
      3.1 as if it
      were a Lender unless the Participant agrees to comply with Section 3.1(g) as
      though it were a Lender.




80




(d)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section
      12.4 shall
      not apply to any such pledge or assignment of a security interest; provided that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.




Section
      12.5  Confidentiality.




Each
      of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its and its Affiliates’ directors, officers, employees and agents,
      including accountants, legal counsel and other advisors (it being understood
      that the Persons to whom such disclosure is made will be informed of the
      confidential nature of such Information and instructed to keep such Information
      confidential), (b) to the extent requested by any Governmental Authority
      ( provided that the
      Administrative Agent or affected Lender, as applicable, shall, to the extent
      reasonably practical, give the Borrower reasonable notice prior to any such
      required disclosure and an opportunity to contest such order, and the
      Administrative Agent or the affected Lender, as applicable shall comply with
      any
      applicable protective order or equivalent imposed by any Governmental Authority
      as a condition of such disclosure), (c) to the extent required by
      applicable laws or regulations or by any subpoena or similar legal process,
      (d) to any other party to this Agreement or any other Loan Document,
      (e) in connection with the exercise of any remedies hereunder or under any
      other Loan Document or any suit, action or proceeding relating to this Agreement
      or any other Loan Document or the enforcement of rights hereunder or thereunder,
      (f) subject to an agreement containing provisions substantially the same as
      those of this Section
      12.5 ,
      to
      (i) any assignee of or Participant in, or any prospective assignee of or
      Participant in, any of its rights or obligations under this Agreement or its
      advisers, or (ii) any actual or prospective counterparty (or its advisors)
      to any swap or derivative transaction relating to the Borrower and its
      obligations, (g) with the consent of the Borrower or (h) to the extent
      such Information becomes publicly available other than as a result of a breach
      of this Section
      12.5 .
      For the
      purposes of this Section, “ Information ”
means
      all information received from the Borrower relating to any Loan Party or its
      business, other than any such information that is available to the
      Administrative Agent or any Lender on a non-confidential basis from a source
      other than the Borrower or any of its Affiliates that is not prohibited from
      transmitting the information to the Administrative Agent or such Lender by
      a
      contractual or legal obligation. Any Person required to maintain the
      confidentiality of Information as provided in this Section
      12.5 shall be
      considered to have complied with its obligation to do so if such Person has
      exercised the same degree of care to maintain the confidentiality of such
      Information as such Person would accord to its own confidential
      information.




Section
      12.6  Limitation
      on Interest.




Notwithstanding
      anything to the contrary contained in any Loan Document, the interest and fees
      paid or agreed to be paid under the Loan Documents shall not exceed the maximum
      rate of non-usurious interest permitted by applicable Legal Requirement (the
      “ Maximum
      Rate ”).
      If
      the Administrative Agent or any Lender shall receive interest or a fee in an
      amount that exceeds the Maximum Rate, the excessive interest or fee shall be
      applied to the principal of the outstanding Obligations or, if it exceeds the
      unpaid principal, refunded to the Borrower. In determining whether the interest
      or a fee contracted for, charged, or received by the Administrative Agent or
      a
      Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
      applicable Legal Requirement, (a) characterize any payment that is not
      principal as an expense, fee, or premium rather than interest, (b) exclude
      voluntary prepayments and the effects thereof, and (c) amortize, prorate,
      allocate, and spread in equal or unequal parts the total amount of interest
      throughout the contemplated term of the Obligations.




81




Section
      12.7  Right
      of Setoff.




If
      an
      Event of Default shall have occurred and be continuing, each Lender and each
      of
      its Affiliates is hereby authorized at any time and from time to time, to the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of the Borrower against any of and all the obligations
      of
      the Borrower now or hereafter existing under this Agreement held by such Lender,
      irrespective of whether or not such Lender shall have made any demand under
      this
      Agreement and although such obligations may be unmatured; provided that if
      any such set off is effected prior to acceleration of the Loans pursuant to Section
      8.2 and all
      Events of Default are cured prior to any such acceleration, such set off (other
      than any portion thereof that has been applied against matured Obligations)
      shall be rescinded and the deposits and other amounts so set off (other than
      such portion) shall be restored to the Borrower, without interest, not later
      than three (3) Business Days after the Administrative Agent has notified the
      Lenders in writing that no Event of Default is continuing or, if the benefit
      of
      such set off has been shared by the Lenders in accordance with Section
      2.13 ,
      promptly after such Lender receives the corresponding payments from other
      Lenders. The rights of each Lender under this Section
      12.7 are in
      addition to other rights and remedies (including other rights of setoff) which
      such Lender may have.




Section
      12.8  Nonliability
      of Financing Parties.




The
      Borrower acknowledges and agrees that:




(a)  Any
      inspections of any property of the Borrower made by or through the
      Administrative Agent or any other Financing Party are for purposes of
      administration of the Loan Documents only, and the Borrower is not entitled
      to
      rely upon the same (whether or not such inspections are at the expense of the
      Borrower);




(b)  The
      relationship between the Borrower and the Administrative Agent and the other
      Financing Parties is, and shall at all times remain, solely that of borrower
      and
      financing parties; neither the Administrative Agent nor any other Financing
      Party shall under any circumstance be construed to be partners or joint
      venturers of any Loan Party or its Affiliates; neither the Administrative Agent
      nor any other Financing Party shall under any circumstance be deemed to be
      in a
      relationship of confidence or trust or a fiduciary relationship with any Loan
      Party or its Affiliates, or to owe any fiduciary duty to any Loan Party or
      its
      Affiliates; neither the Administrative Agent nor the other Financing Parties
      undertake or assume any responsibility or duty to any Loan Party or its
      Affiliates to select, review, inspect, supervise, pass judgment upon or inform
      any such Person of any matter in connection with the operations of such Person;
      each Loan Party and its Affiliates shall rely entirely upon their own judgment
      with respect to such matters; and any review, inspection, supervision, exercise
      of judgment or supply of information undertaken or assumed by the Administrative
      Agent or any Lender in connection with such matters is solely for the protection
      of the Administrative Agent and each other Financing Party and neither any
      Loan
      Party nor any other Person is entitled to rely thereon.




82




Section
      12.9  Limitation
      of Recourse.




There
      shall be full recourse to the Borrower and all of its assets and properties
      for
      the liabilities of the Borrower under this Agreement, any Notes and the other
      Loan Documents. Subject to clauses (i) and (iv) of the following sentence,
      in no
      event shall the Investor or any of its Affiliates (other than any Loan Party)
      (collectively, the “ Non-Recourse
      Parties ”),
      or
      any officer or director of the Borrower, be personally liable or obligated
      for
      such liabilities and obligations of the Borrower, except as may be specifically
      provided in any Loan Document to which such Non-Recourse Party is a party.
      Nothing herein contained shall limit or be construed to (i) release any
      Non-Recourse Party from liability for its fraudulent actions or misappropriation
      of funds by it or willful misconduct or for reimbursement of any Distribution
      made to it in violation of Section
      9.6 ,
      or from
      any of its obligations or liabilities under any agreement executed by such
      Non-Recourse Party in its individual capacity in connection with any Loan
      Document, (ii) limit or impair the exercise of remedies with respect to any
      Collateral, (iii) limit the liability of any Person who is a party to a
      Loan Document with respect to such liability as may arise by reason of the
      terms
      and conditions of such Loan Document (but subject to any limitation of liability
      contained in such Loan Document), or (iv) require the Financing Parties to
      indemnify the Non-Recourse Parties for liabilities or claims that may be
      independently asserted against them. The provisions of this Section 12.9 shall
      survive the termination of this Agreement.




Section
      12.10  Integration.




This
      Agreement, together with the other Loan Documents, comprises the complete and
      integrated agreement of the parties on the subject matter hereof and thereof
      and
      supersedes all prior agreements, written or oral, on such subject matter. In
      the
      event of any conflict between the provisions of this Agreement and those of
      any
      other Loan Document, the provisions of this Agreement shall control; provided that the
      inclusion of supplemental rights or remedies in favor of the Administrative
      Agent or the Lenders in any other Loan Document shall not be deemed a conflict
      with this Agreement. Each Loan Document was drafted with the joint participation
      of the respective parties thereto and shall be construed neither against nor
      in
      favor of any party, but rather in accordance with the fair meaning
      thereof.




Section
      12.11  Survival
      of Representations and Warranties.




All
      representations and warranties made hereunder and in any document, certificate
      or statement delivered pursuant hereto or in connection herewith shall survive
      the execution and delivery of this Agreement and any Notes.




83




Section
      12.12  Governing
      Law.




This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York.




Section
      12.13  Submission
      To Jurisdiction; Waiver of Jury Trial.




(a)  The
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the nonexclusive jurisdiction of the Supreme Court of the State
      of
      New York sitting in New York County and of the United States District Court
      of
      the Southern District of New York, and any appellate court from any thereof,
      solely for purposes of any action or proceeding arising out of or relating
      to
      this Agreement (and not as a general submission to New York law), or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that the Administrative Agent or any Lender may otherwise have to bring
      any action or proceeding relating to this Agreement against the Borrower or
      its
      properties in the courts of any jurisdiction.




(b)  The
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action or proceeding arising out of
      or
      relating to this Agreement in any court referred to in paragraph
      (a) of this Section
      12.13 .
      Each of
      the parties hereto hereby irrevocably waives, to the fullest extent permitted
      by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court.




(c)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 12.2 .
      Nothing
      in this Agreement will affect the right of any party to this Agreement to serve
      process in any other manner permitted by law.




(d)  EACH
      PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL
      BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT
      OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT
      OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER
      PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.




Section
      12.14  Severability.




If
      any
      provision of this Agreement or the other Loan Documents is held to be illegal,
      invalid or unenforceable, (a) the legality, validity and enforceability of
      the
      remaining provisions of this Agreement and the other Loan Documents shall not
      be
      affected or impaired thereby and (b) the parties shall endeavor in good faith
      negotiations to replace the illegal, invalid or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the illegal, invalid or unenforceable provisions. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.




84




Section
      12.15  Headings.




The
      table
      of contents and the headings of Articles, Sections, Exhibits and Schedules
      have
      been included herein for convenience of reference only, are not part of this
      Agreement, and shall not be taken into consideration in interpreting this
      Agreement.




Section
      12.16  Counterparts.




This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument. A set of the copies
      of this Agreement signed by all the parties shall be maintained by the Borrower
      and the Administrative Agent.




[Signature
      Pages Follow.]





85





IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers thereunto duly authorized as of the day
      and year first above written.




ATLANTIC
                AVIATION FBO INC.,
                as BorrowerBy:
            Louis
              PepperName:Title:









DEPFA
                BANK plc, as Administrative AgentBy:
            /s/
              Maria KangName:Maria
                KangTitle:Director


By:
            /s/ Ruth
              McMorrowName:Ruth
                McMorrowTitle:Managing
                Director









DEPFA
                    BANK plc, as Term Loan LenderBy:
              /s/
                Maria KangName:Maria
                  KangTitle:Director
 By:
              /s/ Ruth
                McMorrowName:Ruth
                  McMorrowTitle:Managing
                  Director









DEPFA
                      BANK plc, as Capex Loan LenderBy:
                /s/
                  Maria KangName:Maria
                    KangTitle:Director
 By:
                /s/ Ruth
                  McMorrowName:Ruth
                    McMorrowTitle:Managing
                    Director









DEPFA
                      BANK plc, as Revolving Loan Lender and
                    Issuing
                      BankBy:
                /s/
                  Maria KangName:Maria
                    KangTitle:Director
 By:
                /s/ Ruth
                  McMorrowName:Ruth
                    McMorrowTitle:Managing
                    Director


**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
“A2” or higher by Moody’s.




“ Accounts ”
means,
      collectively, (a) the Debt Service Reserve Account, (b) the Special
      Reserve Account, (c) the Loss Proceeds Account and (d) the
      Distribution Account.




“ Actual
      Knowledge ”
means,
      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
      DEPFA, 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. An Affiliate shall include any
      manager of Macquarie Infrastructure Company Trust and any Affiliate
      thereof.




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




“ Airport
      Authority ”
means
      any governmental or airport authority party to an FBO Lease.




“ Airport
      Management Business ”
means
      the airport management services performed by Macquarie Aviation North America
      Inc. and Macquarie Aviation North America 2 Inc. under the trade name “AvPorts”
at the following airports in Westchester County Airport, White Plains, NY;
      Albany, NY; Stewart International Airport, New Windsor, NY; New Haven, CT;
      Atlantic City, NJ; Republic Airport, Farmingdale, NY; and Teterboro, NJ. For
      the
      avoidance of doubt, “Airport Management Business” does not include any
      FBO-related services performed at any of these airports.




A-1




“ Applicable
      Margin ”
means,
      for each day with respect to (a) a LIBOR Loan, (i) 1.50% per annum for
      the period from and including the Closing Date to but excluding the fifth
      (5 th )
      anniversary of the Closing Date, and (ii) 1.625% per annum thereafter, and
      (b) a Base Rate Loan, (i) 0.50 %
      per
      annum for the period from and including the Closing Date to but excluding the
      fifth (5 th )
      anniversary of the Closing Date, and (ii) 0.625% per annum
      thereafter.




“ Applicable
      Minimum EBITDA ”
means,
      as of a Calculation Date occurring during the time periods specified below,
      the
      following EBITDA values calculated for the twelve (12) month period ending
      on
      such Calculation Date (on a pro-forma basis, as if all Subsidiaries of the
      Borrower and the related FBOs had been owned by the Borrower or its Subsidiaries
      during the entire twelve (12) month period):




**During
                Calculation Period Ended**
            
            **Applicable
                Minimum EBITDA**
              **(in
                $1,000s)**31-Dec-07
            
            
            118,52031-Mar-08
            
            
            119,70330-Jun-08
            
            
            124,79130-Sep-08
            
            
            125,58031-Dec-08
            
            
            127,52131-Mar-09
            
            
            129,58830-Jun-09
            
            
            131,92730-Sep-09
            
            
            134,17431-Dec-09
            
            
            136,31531-Mar-10
            
            
            138,81830-Jun-10
            
            
            141,56130-Sep-10
            
            
            144,19631-Dec-10
            
            
            146,75131-Mar-11
            
            
            149,12330-Jun-11
            
            
            151,74730-Sep-11
            
            
            154,27231-Dec-11
            
            
            156,71131-Mar-12
            
            
            159,24630-Jun-12
            
            
            162,05130-Sep-12
            
            
            164,75131-Dec-12
            
            
            167,35831-Mar-13
            
            
            170,16230-Jun-13
            
            
            173,26630-Sep-13
            
            
            176,25331-Dec-13
            
            
            179,13631-Mar-14
            
            
            182,13330-Jun-14
            
            
            185,45230-Sep-14
            
            
            188,64631-Dec-14
            
            
            191,729





A-2




“ 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 H
      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, Available Capex Loan Commitment or Available Revolving Loan
      Commitment.




“ Available
      Capex Loan Commitment ”
means,
      as to any Capex Loan Lender, at any time, an amount equal to (a) such Capex
      Loan Lender’s Capex Loan Commitment minus (b) the aggregate principal
      amount of all Capex Loans made by such Capex Loan Lender prior to such
      time.




“ Available
      Revolving Loan Commitment ”
means,
      as to any Revolving Loan Lender, at any time, an amount equal (a) such
      Revolving Loan Lender’s Revolving Loan Commitment minus (b) the aggregate
      principal amount of all Revolving Loans made by such Revolving Loan Lender
      prior
      to such time, minus (c) such Revolving Loan Lender’s Pro Rata Share of the
      aggregate outstanding Letter of Credit Usage.




“ Available
      Term Loan Commitment ”
means,
      as to any Term Loan Lender, at any time, an amount equal to (a) such
      Lender’s aggregate Term Loan Commitment minus (b) the aggregate principal
      amount of all Term Loans made by such Term Loan Lender prior to such
      time.




“ Backward
      Debt Service Coverage Ratio ”
means,
      as of each Calculation Date commencing with the Calculation Date for the first
      full quarter ending after the Closing 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 Closing Date.




A-3




“ 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 Loan ”
means,
      at any time, a Revolving Loan that is a Base Rate Loan.




“ Borrower ”
has
      the
      meaning specified in the preamble to this Agreement.




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




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




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




“ 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
      Closing Date.




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




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




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




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




“ Capex
      Loan Commitment ”
means,
      with respect to each Capex Loan Lender, the commitment to make Capex Loans
      to
      the Borrower pursuant to Section 2.2 of this
      Agreement, in an aggregate principal amount at any one time outstanding not
      to
      exceed the amount set forth opposite such Capex Loan Lender’s name on Schedule
      2.1 attached to this Agreement under the heading “Capex Loan Commitment” or in
      the Assignment and Assumption pursuant to which such Capex Loan Lender becomes
      a
      party hereto, as applicable, as such amount may be adjusted from time to time
      in
      accordance with this Agreement, including pursuant to Section
      2.8 .




A-4




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




“ Capex
      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 Capex 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
      Capex Loan Commitment Termination Date shall be the immediately preceding
      Business Day.




“ Capex
      Loan Lender ”
means
      (a) on the Execution Date, the holders of Capex Loan Commitments as set forth
      on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Capex Loan Commitments after giving effect to any assignments permitted by Section 12.4 of this
      Agreement.




“ 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 minus (b) any mandatory prepayments required to be paid from
      Excess Cash Flow or that may otherwise be due as of such date, minus
      (c) any payments of interest or fees due as of such date, (d) minus
      any payments required to be made to the Debt Service Reserve Account from Excess
      Cash Flow as of such date.




“ 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 Lenders, 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 Lenders). 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.;




A-5




(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 Governmental Rule after the date of this Agreement,
      (b) any change in any Governmental Rule 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.




“ 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 requirements of clause
      (b) below
      are met; 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 greater of (i) 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 on or after October 15, 2007 on which the Borrowing of Term Loans
      occurs.




“ Collateral ”
means
      all Property of the Borrower and its Subsidiaries now owned or hereafter
      acquired, except for (i) Property directly related to the Maintenance Services
      Business during the Maintenance Services Disposition Period, (ii) Property
      directly related to the Airport Management Business and (iii) 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.




A-6




“ Collateral
      Agency Agreement ”
means
      the Collateral Agency and Account Agreement, to be entered into as of the
      Closing Date among the Borrower, the Administrative Agent and the Collateral
      Agent substantially in the form of Exhibit
      I-1 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders.




“ 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 (a) any Term Loan Lender, the Term Loan Commitment of such
      Term
      Loan Lender, (a) any Capex Loan Lender, the Capex Loan Commitment of such Capex
      Loan Lender, and (c) any Revolving Loan Lender, the Revolving Loan Commitment
      of
      such Revolving Loan Lender.




“ Commitment
      and Mandate Letter ”
means
      the Commitment and Mandate Letter dated as of August 28, 2007 by and between
      the
      DEPFA and MIC.




“ Commitment
      Period ”
means,
      with respect to (a) the Term Loan Commitments, the Term Loan Commitment
      Period; (b) the Capex Loan Commitments, the Capex Loan Commitment Period;
      and (c) with respect to the Revolving Loan Commitments, the Revolving Loan
      Commitment Period.




“ Concentration
      Account ”
means
      account no. 200000339-7925 held
      by
      the Borrower in its name at  Wachovia
      Bank, N.A.




“ Contracts ”
has
      the
      meaning specified in Section
      5.21 of this
      Agreement.




“ 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.




“ Contribution
      Agreement ”
means
      the Indemnity, Subrogation and Contribution Agreement, to be entered into as
      of
      the Closing Date by and among the Borrower, the Subsidiaries of the Borrower
      party thereto, and the Administrative Agent substantially in the form of Exhibit
      I-5 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders.




“ Control
      Agreement ”
has
      the
      meaning specified in Section
      9.2 of this
      Agreement.




“ Debt
      Service Coverage Ratio ”
means,
      without duplication, for any Calculation Period the ratio of (a) actual or
      estimated Net Cash Flow for such Calculation Period to (b) the sum of all
      actual or estimated 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).




A-7




“ 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 three
      (3) 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.




“ DEPFA ”
means
      DEPFA BANK plc.




“ Disbursement
      Date ”
means
      the Closing 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.




“ Distribution
      Conditions ”
has
      the
      meaning specified in Section
      9.6 of this
      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 Equity Securities 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 (a) dividends payable
      solely in shares of common stock of any such Loan Party and (b), with respect
      to
      payments from the Borrower to the Equity Investor or to MIC, MIC Cost
      Reimbursement Payments.




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




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




“ 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
      Borrower and its Subsidiaries 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) expenses allocated to the Borrower by MIC, (e) accruals and
      payments to employees of the Borrower and its Subsidiaries under any employee
      phantom stock ownership plan, (f) all non-recurring costs, fees and
      expenses relating to acquisitions or dispositions of FBO businesses or
      refinancings of Indebtedness completed by the Borrower or its Subsidiaries,
      (g) costs incurred in the integration of acquired FBO Businesses, but only
      to the extent such costs have been funded by equity contributions, and (h)
      amounts paid by Supermarine Companies as management fees to American Airport
      Corporation, in each case 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 the Borrower or its Subsidiaries 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 the Borrower or its
      Subsidiaries, as applicable, were Loan Parties or Subsidiaries during such
      period.




A-8




“ 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 (a) 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 (b) 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.




“ Environmental
      Consultant ”
means
      Weston Solutions, Inc., 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.




A-9




“ 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
      (a) after the Closing Date, 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 the Closing Date, the Borrower and its
      Subsidiaries.




“ Event
      of Default ”
means
      any of the events specified in Section 8.1 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.




A-10




“ 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.




“ Execution
      Date ”
means
      the date of signing and effectiveness of this Agreement pursuant to Section
      4.3.




“ Existing
      Hedges ”
means
      all Hedging Agreements that have been entered into by any of the Borrower,
      Mercury and SJJC in connection with the Indebtedness being refinanced by the
      Term Loans and that are in place immediately prior to the disbursement of Term
      Loans on the Closing Date.




“ Existing
      MBL Hedges ”
means
      the Hedging Agreements set forth on Schedule A-3, as the same may be amended,
      restated, novated or otherwise modified.




“ 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 (or expansion of existing) hangar, terminal, parking areas,
      aircraft ramp or fuel farm facilities on the FBO locations, or other major
      new
      facilities, including capital expenditures required to be undertaken under
      any
      of the FBO Leases or the Heliport Contract.




A-11




“ 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, Schedule
      A-1 lists
      all FBO Leases existing as of the Closing Date, except for FBO Leases that
      solely relate to Immaterial FBOs.




“ 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.




“ Financial
      Statements ”
means,
      with respect to any accounting period for any Person, consolidated 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.




“ 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,
      as of 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.




“ 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.




A-12




“ 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, (a) 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, (b) to purchase property, securities or services for the
      purposes of assuring the owner of such Indebtedness of the payment of such
      Indebtedness, (c) 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, (d) 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 (e) 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.




“ 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.




“ 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
      Bank Joinder Agreement ”
means
      a
      Hedging Bank Joinder Agreement among the Borrower, a Permitted Hedging Bank
      and
      the Administrative Agent, substantially in the form of Exhibit
      J hereto.




A-13




“ Hedging
      Banks ”
means
      any Permitted Hedging Bank which has become a party to this Agreement pursuant
      to a Hedging Bank Joinder Agreement.




“ Hedging
      Obligations ”
means,
      collectively, the payment of (a) all scheduled amounts payable to a Hedging
      Bank by the Borrower, as the fixed-rate payor, under any Hedging Agreement
      (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 Bank as floating-rate payor, and
      (b) all other indebtedness, fees, indemnities and other amounts payable by
      the Borrower to the Hedging Banks under the Hedging Agreements; provided that
      Hedging Obligations shall not include Hedging Termination
      Obligations.




“ Hedging
      Termination Obligations ”
means
      the aggregate amount of (a) amounts payable to a Hedging Bank 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 Bank, as floating-rate payor thereunder, plus (b) any penalty
      payments or other payments in the form of unwind fees payable in connection
      with
      an early unwind.




“ 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 City of New York
      Economic Development Corporation and American Port Services, Inc., as
      amended.




“ Immaterial
      FBOs ”
means
      the FBO at Atlanta Hartsfield International Airport and any FBO whose
      Proportional EBITDA Contribution, as of the date of determination, is less
      than
      0.5%.




“ Incremental
      Term Loans ”
means
      Term Loans disbursed under an Incremental Term Loan Facility.




“ Indebtedness ”
of
      any
      Person means (a) all indebtedness of such Person for borrowed money,
      (b) all obligations of such Person evidenced by bonds, debentures, notes or
      other similar instruments, (c) all obligations of such Person to pay the
      deferred purchase price of property or services, (d) 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), (e) all Capital
      Leases of such Person, (f) all obligations, contingent or otherwise, of
      such Person under acceptances issued or created for the account of such Person,
      (g) 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, (h) all obligations of such
      Person, other than trade payables incurred in the ordinary course of business,
      upon which interest charges are customarily paid, (i) the undrawn face
      amount of, and unpaid reimbursement obligations in respect of, all letters
      of
      credit issued for the account of such Person, (j) all Guarantee Obligations
      of such Person in respect of obligations of other Persons of the types referred
      to in clauses (a) through (i) above; and (k) all Indebtedness of the
      type referred to in clauses (a) through (j) 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. 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.




A-14




“ Indemnified
      Taxes ”
means
      Taxes other than Excluded Taxes.




“ Indemnitee ”
has
      the
      meaning specified in Section 12.3(b) of this
      Agreement.




“ Information ”
has
      the
      meaning specified in Section
      12.5 of this
      Agreement.




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




“ Intellectual
      Property Security Agreement ”
means
      the Grant of Security Interest in Service Marks made as of the Closing by
      Executive Air Support, Inc. to the Collateral Agent.




“ 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), of 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
      (a) with respect to any LIBOR Loan, the last day of each Interest Period
      applicable to such Loan; provided that
      with respect to LIBOR 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 (b) with respect to any Base Rate Loan, the last
      day
      of each March, June, September and December.




“ Interest
      Period ”
means,
      with respect to each LIBOR Loan, (a) initially as specified in Sections 2.5(b) or (d) ,
      as
      applicable, 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 2.5 of this
      Agreement; provided that:




(i)  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;




A-15


(ii)  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




(iii)  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.




“ 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
      (j) 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
      DEPFA, in its capacity as issuing bank pursuant to this Agreement, 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.




A-16




“ Leases ”
has
      the
      meaning specified in Section
      5.8(a) of 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
      2.14 of this
      Agreement.




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




“ Letter
      of Credit Facility ”
means
      the facility made available for the benefit of the Borrower or any Subsidiary
      of
      the Borrower under Section
      2.14 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 aggregate Revolving Loan Commitments of all Revolving
      Loan Lenders. 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
      not 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
      Calculation Period ending on such date; provided that,
      with respect to FBOs that are proposed to be acquired with proceeds of an
      Incremental Term Loan Facility, such ratio shall be based on the aggregate
      amount of the requested Incremental Term Loans and EBITDA for the FBOs proposed
      to be acquired.




“ 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




A-17




(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




(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 Loan ”
means,
      at any time, a Revolving Loan that is a LIBOR Loan.




“ 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
      Documents ”
means
      this Agreement, any Notes, the Subsidiary Guaranty and any joinder agreements
      with respect thereto, the Security Documents and any joinder agreements with
      respect thereto, each Letter of Credit, each Hedging Agreement entered into
      between the Borrower and a Hedging Bank for a Hedging Transaction in accordance
      with Section 6.12 of this
      Agreement, each Hedging Bank Joinder 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 Execution
      Date.




A-18




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




“ Loans ”
mean,
      collectively, the Term Loans, the Capex Loans and the Revolving Loans, and
      “ Loan ”
means
      any of them.




“ Lock-up
      Event ”
means
      the failure to achieve the Applicable Minimum EBITDA as of any Calculation
      Date.




“ 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.




“ 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.




“ Maintenance
      Services Businesses ”
has
      the
      meaning specified in Section 6.20 of this
      Agreement.




“ Maintenance
      Services Businesses Disposition Period ”
has
      the
      meaning specified in Section 6.20 of this
      Agreement.




“ Mandated
      Lead Arrangers ”
means
      DEPFA, in its capacity as the mandated lead arranger pursuant to the Commitment
      and Mandate Letter, and any other financial institutions which the Borrower
      and
      DEPFA decide should be considered a mandated lead arranger.




“ Mandatory
      Debt Service ”
means,
      for any Calculation Period, the sum of the following amounts payable during
      such
      period: (a) all interest on the Loans, (b) 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 Closing 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 Closing 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 Closing 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;




A-19




(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.




“ 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 and the
      other Financing Parties (acting through the Administrative Agent or the
      Collateral Agent) 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 Collateral Agent’s or any other Secured Party’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-2 ,
      including each of the FBO Leases and the Heliport Contract, but excluding any
      agreements or contracts relating solely to (x) Immaterial FBOs or (y) the
      Airport Management Business.




“ Material
      Documents ”
has
      the
      meaning specified in Section
      7.11 of this
      Agreement.




“ Material
      Leases ”
means
      all oral or written leases, including the FBO Leases, subleases, licenses,
      concession agreements or other use or occupancy agreements pursuant to which
      the
      Borrower and its Subsidiaries lease to or from any other party any real
      property, including all renewals, extensions, modifications or supplements
      to
      any of the foregoing or substitutions for any of the foregoing, but excluding
      any of the foregoing that relate solely to Immaterial FBOs.




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




“ Material
      Project Account ”
has
      the
      meaning specified in Section 9.2 of this
      Agreement.




“ Maturity
      Date ”
means
      the date that is seven (7) years after the Closing Date; provided that if
      such date is a day other than a Business Day, the Maturity Date shall be the
      immediately preceding Business Day.




A-20




“ Maximum
      Incremental Facility Leverage Ratio, ”
with
      respect to any calendar year, means the projected Leverage Ratio set forth
      below
      opposite such calendar year:




**Year**
            
            **Maximum
                Incremental Facility Leverage Ratio**2008
            
            
            6.0x2009
            
            
            5.6x2010
            
            
            5.2x2011
            
            
            4.9x2012
            
            
            4.5x2013
            
            
            4.0x2014
            
            
            3.2x2015
            
            
            2.5x2016
            
            
            1.9x


“ Maximum
      Leverage Ratio, ”
with
      respect to any calendar year, means the Leverage Ratio set forth below opposite
      such calendar year:




**Year**
            
            **Maximum
                Leverage Ratio**2007:
            
            
            8.0x2008:
            
            
            7.75x2009:
            
            
            7.25x2010:
            
            
            7.0x2011:
            
            
            6.5x2012:
            
            
            6.0x2013:
            
            
            5.5x2014:
            
            
            5.0x


“ Maximum
      Rate ”
has
      the
      meaning specified in Section
      12.6 of this
      Agreement.




“ Maximum
      Release Percentage ”
means
      5%.




“ Mercury ”
has
      the
      meaning specified in Recital A of this Agreement.




“ Mercury
      Preferred Shares Acquisition ”
means
      the acquisition by the Borrower of the preferred Equity Securities of Mercury
      pursuant to the Ricci Option Agreement.




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




“ MIC
      Cost Reimbursement Payments ”
means
      any payments from the Borrower to the Equity Investor or to MIC for the
      repayment in whole or in part of costs allocated to the Borrower and its
      Subsidiaries by MIC.




A-21




“ 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.




“ 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,
      but excluding (x) any sale permitted by paragraphs
      (a) , (b) , (c) or (d) of Section 7.3 of this
      Agreement and (y) the sale of any part of the Maintenance Services
      Businesses during the Maintenance Services Businesses Disposition Period or
      the
      sale of the Airport Management Business, 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 non-recurring fees and expenses relating to the integration of
      businesses resulting from the acquisition of FBO businesses by the Borrower
      or
      its Subsidiaries, 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.




A-22




“ 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 6.20 , 7.4 or 7.5 of this
      Agreement; (iv) the issuance of Equity Securities by the Borrower to the
      Investor ;
      or (v)
      any issuance or sale of Equity Securities in connection with the disposition
      of
      Maintenance Services Businesses during the Maintenance Services Businesses
      Disposition Period.




“ 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 airports listed on Schedule A-4 hereto as the
      same may be modified following the Execution Date to correctly reflect the
      10
      FBOs with the highest Proportional EBITDA Contribution as of the date of such
      modification.




“ Non-Recourse
      Parties ”
has
      the
      meaning specified in Section
      12.9 of this
      Agreement.




“ 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 D 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
      2.3(c) of this
      Agreement, substantially in the form of Exhibit
      C-2 to this
      Agreement.




A-23




“ 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
      (a) all principal, interest, and fees, (b) all Hedging Obligations and
      Hedging Termination Obligations due to the Hedging Banks under the Hedging
      Agreements, (c) 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 (d) all amounts required
      to be paid under any indemnification, cost reimbursement or similar
      provision.




“ 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 in accordance
      with GAAP) 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
      7.1(d) of this
      Agreement or funded by equity contributions made by the Investor, (b) all
      non-recurring fees and expenses, funded with funds transferred from the
      Distribution Account, financed by Indebtedness permitted in accordance with Section 7.1(d) of this
      Agreement or funded by equity contributions made by the Investor or incurred
      prior to Borrower’s ownership, relating to the integration of businesses
      resulting from the acquisition of FBO businesses by the Borrower or its
      Subsidiaries, 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 and Hedging Obligations paid (whether or not constituting Mandatory Debt
      Service), (e) Investments, (f) Distributions, (g) MIC Cost Reimbursement
      Payments, (h) 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 (i) 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 on a consolidated basis for the
      twelve-month period preceding the date of determination shall be included in
      such calculation without regard to whether any of the Borrower or its
      Subsidiaries, as the case may be, was a Loan Party or Subsidiary 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 in accordance with GAAP) during such period; provided that
      Operating Revenues shall not include (a) Net Condemnation Proceeds,
      (b) Net Debt Proceeds (including proceeds of the Loans), (c) Net
      Equity Proceeds (without regard to the proviso to the definition thereof),
      and
      (d)  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 on a consolidated basis for the
      twelve-month period preceding the date of determination shall be included in
      such calculation without regard to whether any of the Borrower or its
      Subsidiaries, as the case may be, was a Loan Party or Subsidiary during such
      period.




A-24




“ 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.




“ 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 in accordance with this Agreement or the commencement
      of any Bankruptcy Proceeding by or against the Borrower, (i) all 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.




“ Participant ”
has
      the
      meaning specified in Section
      12.4(c) of this
      Agreement.




“ PBGC ”
means
      the Pension Benefit Guaranty Corporation.




“ Permitted
      Contest Provisions ”
has
      the
      meaning specified in Section
      6.6 of this
      Agreement.




“ Permitted
      Hedging Banks ”
means,
      with respect to the Existing MBL Hedges, Macquarie Bank Limited, and otherwise
      DEPFA or one of its Affiliates or, at the request of DEPFA, one or more of
      the
      Lenders or their Affiliates and their respective successors and assigns, as
      counterparty under any Hedging Agreements entered into pursuant to Section 4.1(d) and Article XI of this
      Agreement.




“ Permitted
      Indebtedness ”
has
      the
      meaning given to that term in Section 7.1 of this
      Agreement.




“ Permitted
      Investments ”
means
      (a) marketable direct obligations of the United States of America;
      (b) marketable obligations directly and fully guaranteed as to interest and
      principal by the United States of America; (c) demand deposits with the
      Collateral Agent, and time deposits, certificates of deposit and banker’s
      acceptances issued by (i) 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 (ii) 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; (d) commercial paper or
      tax-exempt obligations given the highest rating by S&P and Moody’s;
      (e) obligations of the Collateral Agent meeting the requirements of
      clause (c) above or any other bank meeting the requirements of
      clause (c) above, in respect of the repurchase of obligations of the
      type as described in clauses (a) and (b) above, provided that
      such repurchase obligations shall be fully secured by obligations of the type
      described in said clauses (a) and (b) 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; (f) 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 (i) 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 (ii) the
      Collateral Agent charges and collects fees and expenses for services rendered
      pursuant to the Collateral Agency Agreement; and (g) eurodollar
      certificates of deposit issued by the Collateral Agent meeting the requirements
      of clause (c) above or any other bank meeting the requirements of
      clause (c) 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 (c) 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.




A-25




“ Permitted
      Liens ”
has
      the
      meaning given to that term in Section 6.7.2 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 F 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).




A-26




“ 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.




“ Pledge
      Agreements ”
means,
      collectively, (a) the share pledge agreement to be executed as of the
      Closing Date by the Investor in favor of the Collateral Agent substantially
      in
      the form of Exhibit
      I-7 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders, granting a first-priority security interest in all Equity Securities
      of
      the Borrower, (b)  each pledge agreement to be executed by the Borrower or
      any Subsidiary of the Borrower as of the Closing Date in favor of the Collateral
      Agent granting a security interest in the Equity Securities of all Subsidiaries
      of the Borrower other than those where the applicable FBO Lease prohibits the
      granting of such a security interest without the consent of the applicable
      Airport Authority, in each case substantially in the form of Exhibit
      I-6 , I-7 or I-8 and
      otherwise in form and substance reasonably acceptable to the Required Lenders,
      (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 6.11 or Section 6.19 of
      this
      Agreement.




“ Prime
      Rate ”
means
      the rate of interest per annum published from time to time in the Wall Street
      Journal as the “prime rate.”




“ 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, (a) 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, (b) 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 (c) 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).




A-27




“ Project
      Accounts ”
has
      the
      meaning set forth in Section 5.26.




“ 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 an FBO as of any date of determination, a percentage equal
      to
      the higher of (i) the projected EBITDA of such FBO set forth in the Base Case
      Projections for the fiscal year following such date divided by the aggregate
      projected EBITDA of all FBOs set forth in the Base Case Projections for such
      fiscal year; and (ii) the EBITDA of such FBO for the fiscal year immediately
      preceding such date, divided by the aggregate EBITDA of all FBOs for such fiscal
      year.




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




A-28




“ 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.




“ Register ”
has
      the
      meaning specified in Section
      12.4(b) 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.




“ Relevant
      Sale ”
has
      the
      meaning specified in Section 2.9(c)(i) of this
      Agreement.




“ 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,
      (a) 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 (b) 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.




“ 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.




A-29




“ 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, 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 12.1 of this
      Agreement (unless the Revolving Loan Lenders approve any such amendment, waiver
      or consent in writing); provided that
      (a) 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 Lenders have given notice of the exercise of their rights
      under Section
      8.2(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
      (b) any other event or circumstance shall not constitute a Revolver Event
      of Default unless the Revolving Loan Lenders have 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 Lenders 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 Lenders shall constitute such notice, the term of any such provision to
      the
      contrary notwithstanding.




“ Revolving
      Loan ”
has
      the
      meaning specified in Section 2.3(a) of this
      Agreement.




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




“ Revolving
      Loan Borrowing Request ”
means
      a
      request by the Borrower for a Revolving Loan Borrowing in accordance with Section 2.3 of this
      Agreement.




“ Revolving
      Loan Commitment ”
means,
      with respect to each Revolving Loan Lender, the commitment to make Revolving
      Loans to the Borrower pursuant to Section 2.3 of this
      Agreement (and thereafter to make additional Revolving Loans to reimburse
      Drawings under Letters of Credit pursuant to Section
       2.14 of this
      Agreement), in an aggregate principal amount at any one time outstanding (which
      amount shall be inclusive of such Revolving Loan Lender’s Pro Rata Share of the
      Letter of Credit Sublimit) not to exceed the amount set forth opposite such
      Revolving Loan Lender’s name on Schedule 2.1 attached to this Agreement under
      the heading “Revolving Loan Commitment” or in the Assignment and Assumption
      pursuant to which such Revolving Loan Lender becomes a party hereto, as
      applicable, as such amount may be adjusted from time to time in accordance
      with
      this Agreement, including pursuant to Section
      2.8 .




A-30




“ Revolving
      Loan Commitment Period ”
means,
      with respect to the Revolving Loan Commitment, the period from and including
      the
      Execution 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 Lenders ”
means
      (a) on the Execution Date, the holders of Revolving Loan Commitments as set
      forth on Schedule
      2.1 attached
      to this Agreement, and (b) thereafter, the Lenders from time to time holding
      Revolving Loan Commitments after giving effect to any assignments permitted
      by Section 12.4 of this
      Agreement.




“ Ricci
      Option Agreement ”
means
      the Stock Option Agreement dated as of August 9, 2007 by and between Mr. Kenneth
      C. Ricci and MIC, as amended.




“ 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, to be entered into as of the Closing Date between the
      Borrower and the Collateral Agent for the benefit of the Secured Parties
      substantially in the form of Exhibit
      I-2 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders, as well as each security agreement delivered in accordance with Section 6.11 of this
      Agreement.




“ Security
      Documents ”
means
      the Collateral Agency Agreement, the Security Agreement, the Subsidiary Security
      Agreement, together with any joinders thereto, the Pledge Agreements, the
      Subsidiary Guaranty and the Contribution Agreement, together with any joinders
      thereto, the Intellectual Property Security Agreements, 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, 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 Securities 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.




A-31




“ SJJC ”
has
      the
      meaning specified in Recital A to this Agreement.




“ 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
      Distribution ”
means
      the one-time equity distribution by the Borrower to the Investor on the Closing
      Date from the proceeds of the Term Loans.




“ 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
      the Subsidiary Guaranty to be executed as of the Closing Date by each Subsidiary
      of the Borrower other than ACM Aviation, LLC in favor of the Secured Parties
      substantially in the form of Exhibit
      I-3 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders.




A-32




“ Subsidiary
      Security Agreement ”
means
      the Subsidiary Security Agreement to be entered into as of the Closing Date
      by
      and among each Subsidiary of the Borrower other than ACM Aviation, LLC and
      the
      Collateral Agent on behalf of the Secured Parties substantially in the form
      of Exhibit
      I-5 hereto
      and otherwise in form and substance reasonably acceptable to the Required
      Lenders.




“ 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.




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




“ Term
      Loan Borrowing ”
means
      a
      borrowing 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 commitment of such Term Loan Lender
      to make 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 “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, including pursuant to Section
      2.8 .




“ Term
      Loan Commitment Period ”
means,
      with respect to the Term Loan Commitments, the period from and including the
      Execution Date to the earliest to occur of (a) December 31, 2007,
      (b) the date of the second Borrowing of Term Loans pursuant to Section
      2.1 and
      (c) the date of termination of the aggregate Term Loan
      Commitments.




“ Term
      Loan Lender ”
means
      (a) on the Execution 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 12.4 of this
      Agreement.




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




A-33




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




**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).




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. A
      reference 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.




A-34




**Execution
        Version**




**AMENDMENT
      NUMBER ONE**


**TO
      LOAN AGREEMENT**




This
      AMENDMENT NUMBER ONE TO LOAN AGREEMENT (this “ Agreement ”),
      dated
      as of October 15, 2007, among ATLANTIC AVIATION FBO INC., a Delaware corporation
      (the ” Borrower ”);
      the
      several banks and other financial institutions signatories hereto; and DEPFA
      BANK plc, as Administrative Agent (in such capacity, the “ Administrative
      Agent ”).




RECITALS




A.  The
      parties hereto are parties to the Loan Agreement dated as of September 27,
      2007
      by and among the Borrower, the several banks and other financial institutions
      from time to time parties thereto as lenders (the “ Lenders ”),
      issuing bank or hedging banks and the Administrative Agent (the “ Loan
      Agreement ”),
      pursuant to which the Lenders have agreed to provide certain loans to the
      Borrower for the purposes and upon the terms and conditions set forth
      therein.




B.  The
      Borrower and the Lenders have agreed to amend the definition of “Applicable
      Margin” as set forth herein.




NOW
      THEREFORE, the parties hereto hereby agree as follows:




Section
      1. Definitions
      and Rules of Interpretation .
      All
      capitalized terms used but not defined in this Agreement shall have the
      respective meanings specified in the Loan Agreement. The rules of interpretation
      set forth in Appendix A to the Loan Agreement shall apply to this Agreement, mutatis
      mutandis ,
      as if
      set forth herein.




Section
      2. Amendment
      to Loan Agreement .




The
      definition of “Applicable Margin” in Appendix A to the Loan Agreement is hereby
      deleted and replaced in its entirety with the following:




“ Applicable
      Margin ”
means,
      for each day with respect to (a) a LIBOR Loan, (i) 1.60% per annum for
      the period from and including the Closing Date to but excluding the fifth
      (5 th )
      anniversary of the Closing Date, and (ii) 1.725% per annum thereafter, and
      (b) a Base Rate Loan, (i) 0.60 %
      per
      annum for the period from and including the Closing Date to but excluding the
      fifth (5 th )
      anniversary of the Closing Date, and (ii) 0.725% per annum
      thereafter.”




Section
      3. No
      Further Waiver
      or Amendment .
      Except
      to the extent that provisions of the Loan Agreement are amended as expressly
      set
      forth in Section 2 hereof, the execution and delivery hereof shall
      not
      (a) operate as a modification or waiver of any right, power or
      remedy of the Financing Parties or the Collateral Agent under any of the Loan
      Documents, (b) cause a novation with respect to any of the Loan Documents,
      or (c) extinguish or terminate any obligations of the Borrower
      under the Loan Documents.









Section
      4. Governing
      Law . **THIS
      AGREEMENT SHALL BE GOVERNED BY AND** **CONSTRUED
      IN ACCORDANCE WITH THE LAW OF THE STATE** **OF
      NEW YORK.**




Section
      5. Severability .
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable,
      the
      legality, validity and enforceability of the remaining provisions of this
      Agreement shall not be affected or impaired thereby. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.




Section
      6. Headings .
      The
      headings in this Agreement have been included herein for convenience of
      reference only, are not part of this Agreement, and shall not be taken into
      consideration in interpreting this Agreement.




Section
      7. Entire
      Agreement .
      This
      Agreement comprises the complete and integrated agreement of the parties hereto
      on the subject matter hereof and supersedes all prior agreements, written or
      oral, on such subject matter.




Section
      8. Counterparts .
      This
      Agreement may be executed by one or more of the parties hereto on any number
      of
      separate counterparts, and all of said counterparts taken together shall be
      deemed to constitute one and the same instrument. A set of the copies of this
      Agreement signed by all the parties shall be maintained by the Borrower and
      the
      Administrative Agent.




*[Signature
      pages follow.]*




2


**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be duly executed by their
      respective officers thereunto duly authorized as of the day and year first
      above
      written.


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


AMENDMENT
          NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT







DEPFA
                BANK plc, as Administrative AgentBy:
            /s/
              Maria KangName:Maria
                KangTitle:Director


By:
            /s/
              Ruth
              McMorrowName:Ruth
                McMorrowTitle:Managing
                Director




AMENDMENT
        NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT










DEPFA
                BANK plc, as Term Loan LenderBy:
            /s/
              Maria KangName:Maria
                KangTitle:Director


By:
            /s/
              Ruth
              McMorrowName:Ruth
                McMorrowTitle:Managing
                Director




AMENDMENT
      NO. 1 TO ATLANTIC AVIATION LOAN
      AGREEMENT










DEPFA
                BANK plc, as Capex Loan LenderBy:
            /s/
              Maria KangName:Maria
                KangTitle:Director


By:
            /s/
              Ruth
              McMorrowName:Ruth
                McMorrowTitle:Managing
                Director


AMENDMENT
        NO. 1 TO ATLANTIC AVIATION LOAN
        AGREEMENT
  
  DEPFA
                BANK plc, as Revolving Loan Lender and Issuing BankBy:
            /s/
              Maria KangName:Maria
                KangTitle:Director


By:
            /s/
              Ruth
              McMorrowName:Ruth
                McMorrowTitle:Managing
                Director




AMENDMENT
        NO. 1 TO ATLANTIC AVIATION LOAN
        AGREEMENT
  **AMENDMENT
          NUMBER TWO**
 **TO
          LOAN AGREEMENT**
  This
          AMENDMENT NUMBER TWO TO LOAN AGREEMENT (this “ Agreement ”),
          dated
          as of October 30, 2007, among ATLANTIC AVIATION FBO INC., a Delaware corporation
          (the ” Borrower ”);
          the
          several banks and other financial institutions signatories hereto; and
          DEPFA
          BANK plc, as Administrative Agent (in such capacity, the “ Administrative
          Agent ”).
  RECITALS
  A.  The
          parties hereto are parties to the Loan Agreement dated as of September
          27, 2007
          by and among the Borrower, the several banks and other financial institutions
          from time to time parties thereto as lenders (the “ Lenders ”),
          issuing bank or hedging banks and the Administrative Agent (as amended,
          the
“ Loan
          Agreement ”),
          pursuant to which the Lenders have agreed to provide certain loans to the
          Borrower for the purposes and upon the terms and conditions set forth
          therein.
  B.  The
          parties hereto wish to make certain non-substantive corrections to the
          originally-executed Loan Agreement as set forth herein.
  NOW
          THEREFORE, the parties hereto hereby agree as follows:
  Section
          1. Definitions
          and Rules of Interpretation .
          All
          capitalized terms used but not defined in this Agreement shall have the
          respective meanings specified in the Loan Agreement. The rules of interpretation
          set forth in Appendix A to the Loan Agreement shall apply to this Agreement, mutatis
          mutandis ,
          as if
          set forth herein.
  Section
          2. Amendments
          to Loan Agreement .
  The
          Loan
          Agreement is hereby amended as follows:
  (a) Amendment
          to Table of Contents .
          The
          reference to “Appendix B - Form of Incremental Term Loan Facility Annex” is
          hereby deleted from the Table of Contents.
  (b) Amendment
          to Section 7.1(a) .
          Section
          7.1(a) is amended by deleting the words “, including under any Incremental
          Term Loan Facility” at the end thereof.
  (c) Amendments
          to Appendix A .
  (i)
          The
          definition of “ Immaterial
          FBOs” is hereby deleted and replaced in its entirety with the following:
  “ Immaterial
          FBOs ”
means
          (a) the FBO at Atlanta Hartsfield International Airport until the effective
          date of any long-term FBO Lease the Borrower or one of its Subsidiaries
          may
          enter into with respect to such FBO, and (b) any FBO whose Proportional
          EBITDA Contribution, as of the date of determination, is less than
          0.5%.
  
 (ii)
          The
          definition of “ Incremental
          Term Loans” is hereby deleted in its entirety.
  (iii) The
          definition of “Leverage Ratio” is hereby amended by deleting
          the words “ provided that,
          with respect to FBOs that are proposed to be acquired with proceeds of
          an
          Incremental Term Loan Facility, such ratio shall be based on the aggregate
          amount of the requested Incremental Term Loans and EBITDA for the FBOs
          proposed
          to be acquired” at the end thereof.
  (iv)
          The
          definition of “ Maximum
          Incremental Facility Leverage Ratio” is hereby deleted in its entirety.
  Section
          3. No
          Further Waiver
          or Amendment .
          Except
          to the extent that provisions of the Loan Agreement are amended as expressly
          set
          forth in Section 2 hereof, the execution and delivery hereof shall
          not
          (a) operate as a modification or waiver of any right, power or
          remedy of the Financing Parties or the Collateral Agent under any of the
          Loan
          Documents, (b) cause a novation with respect to any of the Loan Documents,
          or (c) extinguish or terminate any obligations of the Borrower
          under the Loan Documents.
  Section
          4. Effectiveness .
          This
          Agreement shall become effective on the date on which the Administrative
          Agent
          shall have received duly executed counterparts of this Agreement (which
          may be
          by telecopy) from each of the Borrower and the Required Lenders and an
          acknowledgement thereof duly executed by the Administrative Agent.
  Section
          5. Governing
          Law . **THIS
          AGREEMENT SHALL BE GOVERNED BY AND** **CONSTRUED
          IN ACCORDANCE WITH THE LAW OF THE STATE** **OF
          NEW YORK.**
  Section
          6. Severability .
          If any
          provision of this Agreement is held to be illegal, invalid or unenforceable,
          the
          legality, validity and enforceability of the remaining provisions of this
          Agreement shall not be affected or impaired thereby. The invalidity of
          a
          provision in a particular jurisdiction shall not invalidate or render
          unenforceable such provision in any other jurisdiction.
  Section
          7. Headings .
          The
          headings in this Agreement have been included herein for convenience of
          reference only, are not part of this Agreement, and shall not be taken
          into
          consideration in interpreting this Agreement.
  Section
          8. Entire
          Agreement .
          This
          Agreement comprises the complete and integrated agreement of the parties
          hereto
          on the subject matter hereof and supersedes all prior agreements, written
          or
          oral, on such subject matter.
  Section
          9. Counterparts .
          This
          Agreement may be executed by one or more of the parties hereto on any number
          of
          separate counterparts, and all of said counterparts taken together shall
          be
          deemed to constitute one and the same instrument. A set of the copies of
          this
          Agreement signed by all the parties shall be maintained by the Borrower
          and the
          Administrative Agent.
  *[Signature
          pages follow.]*
  
 **IN
          WITNESS WHEREOF** ,
          the
          parties hereto have caused this Agreement to be duly executed by their
          respective officers thereunto duly authorized as of the day and year first
          above
          written.
  ATLANTIC
                    AVIATION FBO INC.,
                    as BorrowerBy:
                /s/
                    Peter StokesName:
                Peter
                    StokesTitle:
                President
 
     AMENDMENT
              NO. 2 TO ATLANTIC AVIATION LOAN
              AGREEMENT
 
 Acknowledged
                        by:
                      
                      DEPFA
                        BANK plc, as Administrative AgentBy:
                  /s/
                      Maria KangName:
                  Maria
                      KangTitle:
                  DirectorBy:
                  /s/
                    Ruth McMorrowName:
                  Ruth
                    McMorrowTitle:
                  Managing
                    Director
  AMENDMENT
              NO. 2 TO ATLANTIC AVIATION LOAN
              AGREEMENT
 
  DEPFA
                          BANK plc, as Term Loan LenderBy:
                  /s/
                      Maria KangName:
                  Maria
                      KangTitle:
                  DirectorBy:
                  /s/
                    Ruth McMorrowName:
                  Ruth
                    McMorrowTitle:
                  Managing
                    Director
   AMENDMENT
              NO. 2 TO ATLANTIC AVIATION LOAN
              AGREEMENT
 
 DEPFA
                            BANK plc, as Capex Loan LenderBy:
                    /s/
                        Maria KangName:
                    Maria
                        KangTitle:
                    DirectorBy:
                    /s/
                      Ruth McMorrowName:
                    Ruth
                      McMorrowTitle:
                    Managing
                      Director
    AMENDMENT
              NO. 2 TO ATLANTIC AVIATION LOAN
              AGREEMENT
 
  DEPFA
                              BANK plc, as Revolving Loan Lender and Issuing
                              BankBy:
                    /s/
                        Maria KangName:
                    Maria
                        KangTitle:
                    DirectorBy:
                    /s/
                      Ruth McMorrowName:
                    Ruth
                      McMorrowTitle:
                    Managing
                      Director
  
 AMENDMENT
              NO. 2 TO ATLANTIC AVIATION LOAN
              AGREEMENT