<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                   EXHIBIT 10.33


MACQUARIE BANK LIMITED

ABN 46 008 583 542

<TABLE>
<S>                   <C>                                               <C>
No.1 Martin Place     Telephone (612) 8232 3333                         Treasury 8232 3600 Facsimile 8232 4227
Sydney NSW 2000       Facsimile (612) 8232 7780                         Foreign Exchange 8232 3666 Facsimile 8232 3019
GPO Box 4294          Telex 122246                                      Metals and Mining 8232 3444 Facsimile 8232 3590
Sydney NSW 1164       Internet http:Macquariewww.macquarie.com.au       Futures 9231 1028 Telex 72263
                      DX 10287 SSE                                      Debt Markets 8232 8569 Facsimile 8232 8341
                      SWIFT MACQAU2S                                    Agricultural Commodities 8232 7672 Facsimile 8232 3633
</TABLE>



30 November 2004

Peter Stokes
Macquarie Infrastructure Company, Inc.
600 Fifth Avenue, 21st Floor
New York, New York 10020
United States of America


COMMITMENT LETTER TO PROVIDE A BRIDGE LOAN FACILITY OF UP TO US$27,400,000


Dear Peter,

1. INTRODUCTION

We refer to ongoing discussions regarding the acquisition by a subsidiary of
Macquarie Infrastructure Company, Inc. ("MIC") of the entire issued share
capital of General Aviation Holding LLC in accordance with the terms of the
Membership Interest Purchase Agreement dated on or about 18 August 2004 between
North America Capital Holding Company and Merced Partners Limited Partnership
("SPA").

This letter confirms the appointment on an exclusive basis of Macquarie Bank
Limited ("MBL") as lender under a bridge loan facility to part-fund the
obligations of a yet to be established subsidiary of MIC ("BORROWER") under the
SPA, which obligations will be incurred by Borrower following assignment of the
whole right, title and interest of North America Capital Holding Company under
the SPA to Borrower.

2. COMMITMENT

MBL is pleased to offer to provide a bridge loan facility (the "BRIDGE
FACILITY") for an amount of up to US$27,400,000, substantially in accordance
with the terms of this letter and the draft term sheet between the Borrower and
the Guarantors (together the "OBLIGORS") and Macquarie Bank Limited as the
lender attached hereto as Annexure A to this letter (the "TERM SHEET").

All terms not specifically defined in this letter have the meaning assigned to
them in the Term Sheet.
<PAGE>
                                                                30 November 2004
                                                                Page 2


3. NATURE OF THE COMMITMENT

The commitment contained in this letter is:

(a)   provided on the terms and subject to the conditions set out in this letter
      and on the terms and subject to the conditions set out in the Term Sheet;
      and

(b)   subject to the conditions precedent contemplated by section 24 of the Term
      Sheet being satisfied in form and substance satisfactory to the LC Issuer;
      and

(c)   subject to the Borrower being established, being a stand alone SPV which
      will not be a subsidiary of North America Capital Holding Company nor the
      subject of any obligation under its debt facilities, and to which the
      whole right, title and interest of North America Capital Holding Company
      under the SPA will be assigned prior to drawdown under the Bridge
      Facility; and

(d)   subject to the Letter Agreement and all related documentation for the
      Bridge Facility being duly executed by the Borrower and each Guarantor in
      a form and substance satisfactory to MBL, provided that the documentation
      shall be in a form which is materially consistent with the Term Sheet.

4. PROJECT TEAM FOR BRIDGE FACILITY

All services provided in connection with the roles of MBL are the services of
MBL itself and are not personal services of the employees, officers or
consultants involved. All correspondence and written advice will be signed by
MBL as such and is not the advice of employees, officers or consultants on
behalf of MBL, and any written or oral communications will be that of MBL itself
and not that of the employees, officers or consultants of MBL. No such employee,
officer or consultant will have any personal liability in respect of any
liability or obligation arising out of this letter or its subject matter.

The persons principally involved in the assignment ("TRANSACTION TEAM") will be
Tim Hallam and David Byron. However, this may vary by other specialist persons
being engaged or utilised as required.

5. BASIS OF REMUNERATION

Borrower shall pay to MBL, in connection with the Bridge Facility, the
Establishment Fee, the Commitment Fee and the Interest Margin in accordance with
the Term Sheet and, following documentation, the final Bridge Facility
Agreement.

For the avoidance of doubt, the above fees are payable by Borrower to MBL
without limiting Borrower's obligation to pay any fees separately agreed in
relation to other roles to be performed by MBL.

6. CONFIRMATIONS AND UNDERTAKINGS

MIC, for itself and as agent for the Borrower and each Guarantor, agrees and
acknowledges to MBL that:

(a)   it is responsible for satisfying itself as to:

      (i)   the accounting classification, taxation and stamp duty consequences
            of any transaction contemplated by or during the course of this
            transaction;

      (ii)  the validity, sufficiency, due execution and enforceability of all
            agreements entered into with respect to any such transaction; and

      (iii) its compliance with all applicable legal and regulatory provisions
            in relation to this engagement and any such transaction,

      and each Obligor acknowledges that its legal and accounting advisers are
      responsible for advising on, and MBL makes no representation or warranty
      in relation to, these matters;

(b)   it will provide MBL with such information it may reasonably request in
      connection with the carrying out of this engagement;

(c)   it will, at its own expense, engage such legal, accounting and other
      advisers as may be required in connection with the Bridge Facility and the
      associated transactions;

<PAGE>
                                                                30 November 2004
                                                                Page 3


(d)   it will provide MBL with reasonable access to its directors, officers,
      employees, legal and accounting advisers and other relevant persons for
      the purpose of performing the services under this engagement; and

(e)   it will comply with all applicable laws and regulations in relation to the
      engagement the subject of this letter.

MIC, for itself and as agent for each Obligor, represents and warrants to MBL
that, subject to the usual qualifications in relation to equitable principles,
statutes of limitation and laws affecting creditors rights generally, this
engagement is legally valid and binding on the Obligors and enforceable against
them in accordance with its terms and the execution of this letter has been duly
authorised and approved and all necessary corporate and other actions required
to be taken by the Obligors have been taken.

7. TERMINATION OF COMMITMENT

Once this letter has been accepted and signed by MIC, for itself and as agent
for each Obligor, MBL's commitment to provide the Bridge Facility may be
terminated immediately with or without cause by an Obligor, or by MBL, in each
case in the event that the Obligors and MBL have not executed the Letter
Agreement by 31 December 2004, or otherwise by agreement.

8. BENEFIT

This letter (other than the indemnities contained in it) is intended solely for
the benefit of the parties to it and is not intended to confer any benefits
upon, or create any rights in favour of, any person other than the parties to
it. The Obligors may not assign or otherwise dispose of their rights under this
letter to any person.

9. APPLICABLE LAW

This letter shall be governed in accordance with the laws of New South Wales and
the parties to it submit to the non-exclusive jurisdiction of the courts of that
State.

10. CONFIRMATION OF ACCEPTANCE

We trust that the arrangements proposed in this letter are acceptable to MIC and
the Obligors. If so, would you please indicate your acceptance, on your own
behalf and as agent for each Obligor, by signing the enclosed copies of this
letter and returning to MBL.

This letter may be executed in any number of counterparts. All counterparts
taken together will be taken to constitute one letter.

11. CONCLUSION

We look forward to the successful completion of the transaction and if you would
like to discuss any aspect of this letter, or if you require any further
information, please do not hesitate to contact Tim Hallam on +612 8232-9986 or
David Byron on +612 8232-7945.

Executed as an agreement


Yours Sincerely



<PAGE>
                                                                30 November 2004
                                                                Page 4

/s/ GARRY FARRELL                        /s/ TIM HALLAM
-------------------------                ---------------------------
Executive Director                       Associate Director
Macquarie Bank Limited                   Macquarie Bank Limited


Macquarie Bank Limited                   Macquarie Bank Limited
<PAGE>
                                                                30 November 2004
                                                                Page 5


                                   ANNEXURE A
                                   TERM SHEET
<PAGE>
CALIFBO DRAFT TERMS & CONDITIONS OF THE ACQUISITION BRIDGE
FACILITY & LETTER OF CREDIT FACILITY - SUBJECT TO CREDIT APPROVAL

This Term Sheet is not an offer to provide financial accommodation. Macquarie
Bank Limited ("MBL") will not be bound unless and until the Letter Agreement (as
defined in section 11 below) is executed by MBL and all conditions precedent
therein are satisfied.

The terms and conditions of this proposed Bridge Facility ("THE BRIDGE
FACILITY") are strictly private and confidential between MBL, the Borrower and
each of their respective affiliates and advisers involved in this facility, and
should not be disclosed to any third party without the prior consent of MBL.

1.    BORROWER          North America Capital Holding Company Affiliate Co whose
                        shareholder will be the Shareholder and which is the
                        assignee of the whole right, title and interest of North
                        America Capital Holding Company under and in accordance
                        with the Membership Interest Purchase Agreement dated on
                        or about 18 August 2004 between North America Capital
                        Holding Company and Merced Partners Limited Partnership
                        ("SPA").

                        For the Avoidance of doubt the borrower will be a stand
                        alone SPV which will own the Californian FBOs and not be
                        a subsidiary of NACHC nor under any obligation in
                        respect of the NACHC Senior Debt facility.

2.    SHAREHOLDER       Macquarie Infrastructure Company Inc, ("MIC"), a
                        corporation organised under the laws of Delaware.

3.    GUARANTORS        - General Aviation Holdings LLC ("GAH"), and
                        - The direct and indirect Subsidiaries (as that term is
                        defined in the Corporations Act 2001 (Cth))
                        ("SUBSIDIARIES") of GAH.

4.    LEAD ARRANGER     Macquarie Bank Limited ("MBL")
      & UNDERWRITER

5.    BRIDGE FACILITY   Acquisition bridge loan ("LOAN") of up to
                        US$27.4 million, to be used solely for the purchase by
                        the Borrower of 100% of the shares in GAH ("THE
                        ACQUISITION", the completion of the Acquisition being
                        "FINANCIAL CLOSE") in accordance with the terms of the
                        SPA.

                        The Bridge Facility is provided to bridge the timing of
                        payments due at or following Financial Close and
                        receipts due to be received by the Borrower pursuant to
                        the Debt Takeout (as defined in section 6) or Alternate
                        Funding to occur on or prior to the Maturity Date.

                        The proceeds from drawdown of the Bridge Facility will
                        be used by the Borrower only to:

                        (i)   Pay the Establishment Fee specified in section
                              11(i);

                        (ii)  Pay the Commitment Fee specified in section 12;
                              and

                        (iii) To part pay the acquisition price in relation to
                              the Acquisition.

6.    DEBT TAKEOUT:     The proposed senior, secured bank debt or capital market
                        securities of not less than US$27.4 million but which
                        must:

                        (i)   Be in an amount sufficient to repay all amounts
                              outstanding under the Bridge Facility in full; and

                        (ii)  Be provided by financier(s) satisfactory to MBL
                              ("DEBT TAKEOUT PROVIDERS") to the Borrower on or
                              prior to the Maturity Date, the proceeds of which
                              will be utilised by the Borrower to repay the
                              Bridge Facility in full.


                                  Page 1 of 12
<PAGE>
7.    ALTERNATE         Any capital market or bank market securities,
      FUNDING:          subordinated debt, equity, hybrid equity, equity-linked,
                        or convertible debt, in any market by, with the consent
                        of MBL, the Borrower or any of the Guarantors, other
                        than the equity to be raised by the Borrower to complete
                        the Acquisition.

8.    AVAILABILITY      Subject to section 13 below, the Bridge Facility will be
      PERIOD:           available for a single drawdown by the Borrower until 31
                        December 2004 or such later date agreed by MBL in its
                        absolute discretion (the date the Bridge Facility is
                        drawn down being the "DRAWDOWN Date"). The Borrower will
                        issue a drawdown notice substantially in the form
                        annexed hereto (a "DRAWDOWN NOTICE") to MBL that
                        specifies the proposed drawdown date.

9.    FACILITY LIMIT    US$27,400,000

10.   CANCELLATION:     Any unutilised and undrawn portion of the Bridge
                        Facility:

                        -     May be cancelled by the Borrower at any time up to
                              Financial Close in a minimum amount of US$1
                              million and in US$1 million multiples;

                        -     Will be cancelled immediately after the earliest
                              of:

                              (a)   The expiry of the Availability Period;

                              (b)   The Drawdown Date;

                              (c)   The termination of the SPA;

                              (d)   Drawdown of the Debt Takeout or Alternate
                                    Funding; and

                              (e)   The occurrence of an Event of Default;

11.   ESTABLISHMENT     US$274,000, due and payable by the Borrower as
      FEE:              follows:

                        (i)   US$137,000 due and payable 30 days after the date
                              of execution of the letter agreement documenting
                              the Bridge Facility to which this Terms Sheet is
                              attached ("LETTER AGREEMENT"); and

                        (ii)  If the Bridge Facility has not been repaid in full
                              by 28th February 2005, an additional US$137,000
                              will be due and payable on that date.

12.  COMMITMENT FEE:    1.0% p.a., calculated and accruing daily on the undrawn
                        portion of the Bridge Facility (equal to the Facility
                        Limit less any Cancellations), from and including the
                        date of execution by the Borrower of the Letter
                        Agreement in respect of the Bridge Facility to and
                        excluding the earlier of the Drawdown Date and
                        Cancellation (as applicable) of the Bridge Facility.

                        The Commitment Fee is payable to MBL on the earlier to
                        occur of the date which is 30 days after the Drawdown
                        Date, an Interest Payment Date, Cancellation of the
                        Bridge Facility and 31 December 2004.

13.   ACCEPTANCE        Notwithstanding any other provision in this Terms Sheet,
      PERIOD            MBL shall not incur any obligation in connection with
                        the Bridge Facility (including without limitation any
                        obligation to provide financial accommodation pursuant
                        to it) unless the Letter Agreement is executed by the
                        Borrower on or prior to 20 November 2004.

14.   INTEREST RATE:    Base Rate + Interest Margin

15.   BASE RATE:        The USD LIBOR rate closest in tenor to the relevant
                        Interest Period on the first day of that Interest
                        Period.

16.  INTEREST MARGIN:   (i)   For the first 6 months from drawdown: 3.0% p.a.;

                        (ii)  For the next 6 months and ending on the Maturity
                              Date: 6.0%

                                  Page 2 of 12
<PAGE>
                              p.a.; and

                        (iii) Whilst an Event of Default subsists: the then
                              applicable Interest Margin plus 3.0% p.a.

17.   INTEREST PERIODS (a)    From and including the date of each drawing,
      & INTEREST              interest accrues daily on the outstanding amount
      PAYMENT DATES:          and is payable in arrears on the last day of each
                              Interest Period.

                        (b)   Interest shall be calculated on the basis of a
                              calendar month (each such month an "INTEREST
                              PERIOD"), a year of 360 days and for the actual
                              number of days in that Interest Period.

                        (c)   The first Interest Period in respect of a drawing
                              shall commence on Financial Close (or if a
                              drawdown occurs after that date, shall commence on
                              that date and will end at the same time as the
                              then current Interest Period);

                        (d)   Any due and unpaid interest and other due and
                              unpaid amounts payable by the Borrower in
                              connection with a Facility will be capitalised by
                              MBL and will themselves bear interest in
                              accordance with this clause.

                        If the date for making a payment is not a Banking Day in
                        Sydney and New York, that payment will be made on the
                        preceding Business Day.

18.   MATURITY DATE:    Subject to clause 29, any amount drawn down under the
                        Bridge Facility shall be due and payable by the Borrower
                        on the date which is 365 days after the Drawdown Date
                        and which is, to avoid doubt, to be no later than 31
                        December 2005.

19.   PRIORITY OF       On each Interest Payment Date the following
      PAYMENTS          distributions shall be made from the General Account in
                        the following order of priority:

                        i.    Operating expenses, taxes and required maintenance
                              capital expenses;

                        ii.   Fees and expenses due to the Bridge provider;

                        iii.  Interest on the Bridge Facility as well as any
                              hedging obligations;

                        iv.   Prior to Maturity Date, distributions to Equity
                              Investors including Shareholder Loans if any

                        iv.   Post Maturity Date, Mandatory Repayment of all
                              remaining cash

20.   AVAILABLE CASH:   All cash permitted from time to time to be distributed
                        by the Borrower and each of its Subsidiaries to its
                        respective shareholders by way of dividend,
                        distributions, redemptions, return of capital or other
                        method or available to pay interest, principal or other
                        amounts pursuant to an intercompany loan, subject to
                        retention of working capital funds which is reasonable,
                        determined in good faith and consistent with prudent
                        business practice and such retention not to exceed an
                        amount to be agreed by MBL in each case.

21.   MANDATORY         In respect of a drawing, the Borrower must immediately
      PREPAYMENT:       pay as mandatory prepayments (subject to payment of any
                        break costs), until all amounts outstanding have been
                        repaid in full (save where expressed otherwise), amounts
                        equal to:

                        (a)   Proceeds raised from the Debt Takeout or any
                              raising of any Alternate Funding;

                        (b)   Proceeds of any sale of assets in the Borrower or
                              a Subsidiary (as defined in the Corporations Act
                              2001 (Cth)) with a value exceeding USD200,000;

                        (c)   From the earlier of an Event of Default and the
                              Maturity Date,


                                  Page 3 of 12
<PAGE>
                              all Available Cash of the Borrower and each
                              Guarantor.

                        The Borrower and Guarantors must each procure, including
                        by way of taking all necessary corporate action and
                        exercise its voting entitlements in each of its
                        respective Subsidiaries, that the Borrower is paid all
                        Available Cash by way of dividends, distributions,
                        principal, interest, any redemptions, returns of capital
                        or other method approved by the entities, and all
                        amounts similar to any of the foregoing and is put in
                        funds to permit the Borrower to pay the amounts
                        contemplated by this section.

22.   INSOLVENCY EVENT

                        (i)   An administrator of the Borrower or a Guarantor is
                              appointed.

                        (ii)  Except for the purpose of a solvent reconstruction
                              or amalgamation previously approved by MBL:


                              (A)   an application or an order is made,
                                    proceedings are commenced, a  resolution is
                                    passed or proposed in a notice of meeting,
                                    an application to a court or other steps are
                                    taken for:

                                    (1)   the winding up, dissolution
                                          or administration of the Borrower or
                                          a Guarantor; or

                                    (2)   the Borrower or a Guarantor
                                          entering into an  arrangement,
                                          compromise or  composition with or
                                          assignment for the benefit
                                          of its creditors or a class  them,
                                          (other than  frivolous or vexatious
                                          applications, proceedings,
                                          notices and steps); or

                              (B)   the Borrower or a Guarantor  ceases,
                                    suspends or threatens to  cease or suspend
                                    the conduct of all or a substantial part of
                                    its business or disposes of or threatens to
                                    dispose of a substantial part of its assets.

                        (iii) the Borrower or a Guarantor:

                              (A)   is, or under legislation is presumed or
                                    taken to be, insolvent (other than as the
                                    result of a failure to pay a debt or claim
                                    the subject of a good faith dispute); or

                             (B)   stops or suspends or threatens to
                                   stop or suspend payment of all or
                                   a class of its debts.

23.   SECURITY          Until repayment of the Bridge Facility in the full, MBL
      INTEREST:         will have the benefit of (in form and substance
                        satisfactory to MBL):

                        -     (CHARGES): For the benefit of MBL to the secure
                              all of the Borrower's obligations in connection
                              with the Facilities, a:

                              (a)   First priority perfected security interest
                                    in  all assets, personal and real property
                                    of, and ownership interests in, and equity
                                    contributions to, the Borrower;

                              (b)   Share mortgages (including deposit of
                                    relevant share certificates) granted by
                                    Borrower, GAH its and Subsidiaries over
                                    their shares in their respective
                                    Subsidiaries;

                              (c)   First priority perfected security interest
                                    in all assets, personal and real property of
                                    GAH and its subsidiaries;

                                  Page 4 of 12
<PAGE>
                        -     (GUARANTEES): Provided by those entities listed in
                              section 3.

                              o.    ((DIRECTIONS TO PAY): Irrevocable directions
                                    to pay to which the Borrower, MBL and each
                                    Guarantor are a party, such that the net
                                    effect is that all relevant Mandatory
                                    Prepayments are paid directly to MBL (the
                                    obligation to procure the execution of the
                                    irrevocable directions to pay by the
                                    Guarantors shall be an obligation to use
                                    best efforts, including without limitation
                                    by way of the exercise of shareholder voting
                                    rights) for application by MBL directly in
                                    satisfaction of the Borrower's obligations
                                    under the Facilities.

                        -     (POWER OF ATTORNEY): As security for the
                              Borrower's and Guarantors' obligations to grant
                              the security interests set out in this section,
                              the Borrower and Guarantors shall deliver to MBL:


                              o     authorised and executed irrevocable powers
                                    of attorney in favour of officers of MBL to
                                    enable it to effect, draft, negotiate,
                                    execute, register and perfect the security
                                    interests set out above, including all
                                    necessary or desirable procedural,
                                    administrative and other steps relating
                                    thereto; and

                              o     evidence satisfactory to MBL (including,
                                    where applicable, board resolutions and
                                    certified copies of relevant documents),
                                    that each relevant board has approved, which
                                    approval has not been amended, varied,
                                    released or revoked, the powers of attorney
                                    contemplated above and their execution,
                                    delivery and delegation of authority
                                    effected thereby.

24.   CONDITIONS        Standard conditions precedent for a facility of this
      PRECEDENT:        type (in a form and substance satisfactory to MBL), to
                        include but not be limited to:

                        (a)   (MATERIAL CONTRACTS): Execution, delivery, and
                              registration of the Material Contracts each with
                              terms satisfactory to MBL except for:

                              -     the charges referred to in section 23;

                              -     the powers of attorney to be provided by all
                                    Guarantors other than the Borrower referred
                                    to in section 23;

                              -     the Finance Documents as defined in section
                                    36;

                              -     all Directions to Pay; and

                              -     the Debt Takeout facility documentation;

                              -

                        (b)   (MAC): No material adverse change in the assets,
                              liabilities, financial position or performance,
                              profits, losses, present or future cashflows or
                              prospects of the Borrower and each Guarantor;

                        (c)   (FEES): The Borrower has paid all fees and
                              expenses required to be paid in respect of the
                              Facilities;

                        (d)   (VERIFICATION): A verification certificate from
                              the Borrower attaching constituent documents,
                              extracts of resolutions and powers of attorney
                              evidencing due execution of all applicable Finance
                              Documents;

                        (e)   (EOD): No Insolvency Event in respect of the
                              Borrower and each Guarantor or any breach of a
                              material obligation under any Material Contracts
                              or licences of the Borrower and each Guarantor;

                        (f)   (FINANCIAL MODEL): The final financial model is to
                              be materially consistent with the financial model
                              reviewed by MBL and upon


                                  Page 5 of 12
<PAGE>
                              which this Term Sheet is based, and the
                              assumptions in the financial model reviewed by MBL
                              are in its opinion reasonable and do not change
                              adversely;

                        (g)   (DRAWDOWN NOTICE): Receipt of a drawdown notice,
                              giving 2 Business Days' notice or such other
                              notice period agreed by MBL;

                        (h)   (SUFFICIENT FUNDING): Evidence that all net
                              proceeds of the:

                              -     Bridge Facility; plus

                              -     Minimum USD25.2m equity to be contributed
                                    by the Shareholder;

                              are sufficient to complete the Acquisition;

                        (i)   (SPA): Evidence that all condition precedents to
                              the Borrower's obligations set out in the SPA have
                              been satisfied, including that all necessary or
                              desirable legal, statutory, regulatory,
                              contractual and other approvals in respect of the
                              Acquisition have been obtained to the reasonable
                              satisfaction of MBL. Waivers of these obligations
                              are not permitted without the Lead Arranger &
                              Underwriters consent;

                        (j)   (OPINIONS): Receipt of legal opinions in respect
                              of the Bridge Facility and any Finance Documents;

                        (k)   (INSURANCE): Evidence satisfactory to MBL that
                              insurance policies have been taken out with
                              responsible and reputable insurers for all its
                              property which ensure that the Borrower and each
                              Guarantor maintain proper and adequate insurance
                              (including sabotage and terrorism insurance) in
                              accordance with prudent practice for insurance
                              protection and the report provided by an
                              independent insurance consultant satisfactory to
                              the Debt Takeout Provider, and if requested by
                              MBL, provide to it copies of the policy or
                              policies in respect of such insurance.

25.   COSTS:            All costs, taxes, charges, duties, imposts and expenses
                        will be for the account of the Borrower and Guarantors
                        including legal fees, irrespective of whether the
                        Facility proceeds. All payments to be made free and
                        clear of all present and future taxes and deductions
                        save as required by law.

                        Payments under the Facility shall be without or set-off,
                        deduction or withholding of any kind. To the extent any
                        such deduction or withholding is required to be made by
                        law, the Borrower indemnifies MBL against such deduction
                        or withholding, and the relevant payment shall be
                        grossed up by the Borrower such that the Borrower must
                        pay MBL an additional amount necessary to ensure that
                        MBL receives when due a net amount equal to the full
                        amount of such payment MBL would have received had no
                        such withholding or deduction been made.

26.   REPRESENTATIONS   Standard representations and warranties for Facility of
      AND WARRANTIES:   this type in a form and substance satisfactory to MBL,
                        including but not limited to those set out below. The
                        Borrower and each Guarantor represents and warrants to
                        MBL on Financial Close, and repeats those
                        representations and warranties (other than in those set
                        out in paragraphs (a), (b), (h) and (l)) on each
                        Interest Payment Date with reference to the facts and
                        circumstances subsisting at that date, and to include,
                        without limitation:

                        (a)   The financial models, and all other information,
                              provided to MBL were prepared in good faith and
                              with due care, and are not inaccurate or
                              misleading in any material respect (whether by
                              act, omission or otherwise);

                        (b)   NOT USED

                        (c)   Legal existence;

                                  Page 6 of 12
<PAGE>
                        (d)   Due authorisation and power to perform its
                              obligations under the Material Contracts. All
                              other authorisations required in relation to the
                              Acquisition have been obtained and are in full
                              force and effect.

                        (e)   Validity of the Material Contracts (legal, valid,
                              binding and enforceable obligations);

                        (f)   No conflict with its constituent documents or
                              applicable agreements;

                        (g)   Compliance with applicable laws;

                        (h)   Government authorisation;

                        (i)   Payment of taxes;

                        (j)   No litigation, dispute etc is current or pending;

                        (k)   Compliance with ERISA;

                        (l)   Absence of material adverse change in its
                              financial condition;

                        (m)   No liens, encumbrances or other adverse claims;

                        (n)   From the date of execution of the Security
                              documentation as contemplated by section 27(b) (if
                              any), existence of and effectiveness of the first
                              priority perfected security interest of MBL in and
                              to the collateral;

                        (o)   Nothing has occurred which constitutes an Event of
                              Default whether immediately or after lapse of
                              time.

27.   UNDERTAKINGS:     Standard undertakings for a facility of this type in a
                        form and substance satisfactory to MBL, including but
                        not limited to those set out below. The Borrower and
                        each Guarantor undertake as follows:

                              -

                        a)    (GO TO MARKET): If the Debt Takeout does not
                              proceed for any reason by the date three months
                              prior to the Maturity Date, the Borrower and each
                              Guarantor will, at the request and with the
                              consent of MBL:

                              -     Use its best endeavours to raise Alternate
                                    Funding for such amount sufficient to (i)
                                    repay the Bridge Facility in full.

                              -     explore with the assistance of MBL any
                                    capital market or bank market securities to
                                    its satisfaction prior to exploring any
                                    other Alternate Funding securities;

                              -     Provide MBL with any resolutions, powers of
                                    attorney, directions to pay or other
                                    requirements required by MBL in relation to
                                    that Alternate Funding;

                        (B)   (DOCUMENTATION):

                              -     Immediately after Financial Close, the
                                    Guarantors must execute the powers of
                                    attorney referred to in section 23;

                        (c)   (AMENDMENT OF DEBT FACILITIES): The Borrower and
                              each Guarantor undertake that they shall not,
                              without the consent of MBL, amend, extend, renew,
                              novate, replace or vary the Alternate Funding
                              documentation of that entity;

                        (d)   (REPORTING): The Borrower will provide to MBL:

                              (i)   Within 60 days after the end of each quarter
                                    of each fiscal year excluding the final
                                    quarter, the unaudited Consolidated
                                    Financial Statements of the Borrower;

                              (ii)  Within 120 days after the end of each fiscal
                                    year the audited Consolidated Financial
                                    Statements of the Borrower;


                              (iii) By December 1 of each year, the operating
                                    budget for the following year;


                              (iv)  Particulars of any litigation, tax claim,
                                    dispute or other proceeding in relation to
                                    it or the Guarantors, including, but not
                                    limited to, a breach or dispute under a
                                    Material Operating Contract;


                              (v)   As soon as it becomes aware, notice of any
                                    Event of Default or Potential Event of
                                    Default, including full details thereof, and
                                    the steps taken and proposed to be taken

                                  Page 7 of 12
<PAGE>
                                    to remedy it;

                              (vi)  Any notice or correspondence from a
                                    government agency in relation to it or the
                                    Guarantors (including ERISA matters) which
                                    may have a material adverse effect; and


                              (vii) Other data and information relating to the
                                    business, operations, affairs, financial
                                    condition, assets or properties of the
                                    Borrower or any of the Guarantors which MBL
                                    may reasonably request;



                        (e)   (CORPORATE EXISTENCE): It and each Guarantor will
                              maintain its corporate existence in good standing;

                        (f)   (CONDUCT OF BUSINESS): It and each Guarantor will
                              use all reasonable efforts to ensure their
                              business and assets is operated and maintained in
                              accordance with good operating practice (being the
                              exercise of that degree of skill, prudence and
                              operating practice that would reasonably and
                              ordinarily be expected from a skilled and
                              experienced owner and operator engaged in the same
                              type of business under similar circumstances), all
                              authorisations and Material Documents;

                        (G)   (PAY TAXES): It and each Guarantor will pay all
                              taxes payable by it when due;

                        (H)   (INSURANCE): It and each Guarantor will maintain
                              insurance policies (including sabotage and
                              terrorism insurance) for proper and adequate
                              insurance in accordance with prudent practice for
                              insurance protection and that is reasonable and
                              customary for a similar business with responsible
                              and reputable insurers for all its property;

                        (I)   (AUTHORISATIONS): Compliance with laws, rules and
                              regulations, and maintenance in full force and
                              effect of all licenses, certificates, permits,
                              franchises and other governmental authorisations
                              necessary to the ownership of the respective
                              properties or to the conduct of their respective
                              businesses;

                        (J)   (COMMERCIAL DEALINGS): The Borrower and each
                              Guarantor undertake that they will not deal in any
                              way with any other person outside of the group
                              except at arm's length in the ordinary course of
                              business for valuable consideration;

                        (K)   (PROCUREMENT): The Borrower will ensure, including
                              without limitation by the exercise of shareholder
                              voting rights, that each Guarantor will comply
                              with its obligations under the Facilities and will
                              execute each of the Finance Documents to which it
                              is a party as soon as practicable after Financial
                              Close;

                        (l)   (MATERIAL CONTRACTS): The Borrower and each
                              Guarantor undertakes that they will:

                              1.    Comply with all obligations and undertakings
                                    under the Material Contracts or any other
                                    material licence or contract of that entity;

                              2.    not amend, vary, avoid, release, surrender,
                                    terminate, rescind, revoke, discharge (other
                                    than by performance), accept any termination
                                    or any repudiation of, assign or transfer
                                    any rights or obligations under, suspend,
                                    waiver, or grant any time or indulgence in
                                    respect of any Material Contract if such
                                    action causes a material adverse effect,
                                    without the prior written consent of MBL;


                              3.    Exercise their rights under the Material
                                    Contracts prudently, promptly and fully, and
                                    while an Event of Default is subsisting, at
                                    the direction of MBL;

                        Without the prior written consent of MBL:

                        (m)   (NEGATIVE PLEDGE):

                              (i)   The Borrower and the Shareholder may not
                                    incur any liability or debt (whether finance
                                    debt or otherwise)


                                  Page 8 of 12
<PAGE>
                                    exceeding USD200,000 in aggregate;


                              (ii)  Subject to the above, the Borrower and each
                                    Guarantor undertakes that they will not
                                    incur, undertake or enter into any financial
                                    indebtedness other than Permitted Financial
                                    Indebtedness unless the proceeds of that
                                    indebtedness are used and able to be used to
                                    repay the Bridge Facility in full.

                              (iii) The Borrower and each Guarantor shall not
                                    grant any further security interests in or
                                    encumber or pledge any of their respective
                                    assets other than Permitted Security
                                    Interests in favour of or for the benefit of
                                    any person other than MBL;

                        (n)   (SECURITY): The Borrower and each Guarantor shall
                              not:

                              -     take any action to affect in any way the
                                    Security Interests granted to MBL or to
                                    adversely affect their priority or
                                    enforceability; and

                              -     sell, transfer, assign or otherwise dispose
                                    of the Security Interest, or any interest in
                                    that property;

                        (o)   (MATERIAL TRANSACTIONS): Except to transfer the
                              shares in GAH to MIC (after all necessary
                              approvals have been obtained) on terms as
                              contemplated by this Term Sheet, the Borrower and
                              each Guarantor undertake that they shall not,
                              undertake material acquisitions or investments,
                              material transactions or asset sales or other
                              disposals exceeding, in aggregate USD2.5m without
                              the prior written consent of MBL. Subject to that,
                              the Borrower and each Guarantor undertake that
                              they shall not restructure its corporate structure
                              existing immediately following Financial Close
                              without the prior written consent of MBL;

                        (i)   (CHANGE TO BUSINESS): The Borrower and each
                              Guarantor undertakes that they shall not carry on
                              any business other than the activities
                              contemplated by this Term Sheet;

                        (ii)  (NO DISTRIBUTIONS): The Borrower must not declare,
                              make or pay any distributions to equity or perform
                              any capital reductions or redemptions if (prior to
                              the maturity date) the DSCR falls below 1.30, or
                              then, after the Maturity Date.

                        Undertakings will include the following Financial
                        Covenant: Maximum Leverage Ratio of After the Closing
                        Date through to Maturity Date 6.00 to 1.00

28.   EVENTS OF         Events of default that are customary and appropriate for
      DEFAULT:          a facility of this type (in a form and substance
                        satisfactory to MBL), to include but not be limited to:

                        (a)   (DISTRIBUTIONS): Upon the Borrower conducting a
                              capital reduction or redemption, or declaring a
                              dividend or other distribution after the Maturity
                              Date.

                        (b)   (CROSS DEFAULT): Any of the Borrower, or a
                              Guarantor defaults in payment in respect of other
                              indebtedness exceeding USD 0.5m (unless waived by
                              the relevant parties in accordance with those
                              facilities), or that indebtedness becomes due or
                              capable of being declared due before its stated
                              maturity date.

                        (c)   (NON-PAYMENT): Any of the Borrower or a Guarantor
                              does not pay any amounts when due within 2
                              Business Days of its due date for payment under a
                              Material Contract as defined in section 36;

                        (d)   (MATERIAL ADVERSE CHANGE): in the opinion of MBL,
                              there has been a material adverse change to the
                              business, assets, present or future cashflows,
                              liabilities or operational condition of any of the
                              Borrower or a Guarantor which would be


                                  Page 9 of 12
<PAGE>
                              reasonably likely to have a material adverse
                              effect on the ability of that entity to comply
                              with its obligations under the Material Contracts
                              or any other material licence or contract to which
                              it is a party;

                        (e)   (BREACH OF UNDERTAKING UNDER MATERIAL CONTRACT):
                              any breach of any material obligations, financial
                              covenants, non financial covenants or undertakings
                              (other than payment defaults) of any of the
                              Borrower or a Guarantor under a Material Contract
                              which in the opinion of MBL causes a material
                              adverse effect (unless waived by the relevant
                              parties in accordance with those contracts);

                        (f)   (MISREPRESENTATION): any representation or
                              warranty made or repeated by the Borrower or a
                              Guarantor proves to have been untrue, incorrect or
                              misleading when made or repeated in any material
                              respect under a Material Contract;

                        (g)   (INSOLVENCY EVENT): an Insolvency Event of any of
                              the Borrower or a Guarantor occurs;

                        (h)   (TERMINATION OF LICENCES): a material licence or
                              any other material regulator or governmental
                              approval or authorisation which the Borrower or a
                              Guarantor requires to operate its respective core
                              businesses is terminated, repealed, revoked,
                              suspended or expires and is not replaced within 5
                              Business days;

                        (i)   (GOVERNMENT INTERFERENCE): a law or anything done
                              by a government agency wholly or partially to a
                              material extent renders illegal, prevents or
                              restricts the performance or effectiveness of a
                              Material Contract or otherwise has a material
                              adverse effect;

                        (j)   (MATERIAL CONTRACT): Termination of a Material
                              Contract or any other contract which is material
                              to the business of any of the Borrower or a
                              Guarantor and is not replaced within 5 business
                              days;

                        (k)   DSCR is less than or equal to 1.00 with an
                              appropriate cure period;

                        (l)   (FAILURE TO SATISFY CONDITION PRECEDENT): under
                              the Debt Takeout Commitment or Debt Takeout
                              Documentation or other Material Contract;

                        (m)   (VITIATION OF A MATERIAL CONTRACT): All or part
                              of a Material Contract is or becomes void,
                              illegal, invalid, unenforceable or of limited
                              force and effect.

                        (n)   (CHANGE IN CONTROL):

                              (i)   Prior to the sale of GAH to MIC, MBL ceases
                                    to indirectly to own a 100% interest in the
                                    Borrower and each Guarantor; or

                              (ii)  Following the sale of GAH to MIC, MBL or a
                                    Subsidiary of MBL, ceases to be the manager
                                    of MIC.

29.   CONSEQUENCES OF   Include, without limitation:
      AN EVENT OF
      DEFAULT:          (i)

                        -     In respect of the Bridge Facility, all outstanding
                              amounts become due and payable;

                        -     MBL may cancel any unutilised/undrawn commitments
                              in respect of the Facility;

                        -     MBL may, in its sole discretion, exercise its
                              Security or enforce the Guarantees.

30.   PERMITTED         -     Alternate Funding raised for the sole purpose of,
      FINANCIAL               and for such amount sufficient to repay the Bridge
      INDEBTEDNESS:           Facility in full and on terms satisfactory to MBL;

                        -     Otherwise, indebtedness not exceeding US$0.5
                              million in aggregate (across the Borrower and the
                              Guarantors), which is


                                  Page 10 of 12
<PAGE>
                              incurred in the ordinary course of the ordinary
                              business of that entity.

                        -     The net liability under any derivative transaction
                              entered into in connection with protection against
                              or to benefit from fluctuations in any interest
                              rate ("SWAP FACILITY"), provided that:


                              (a)   The respective divisions of MBL that have
                                    provided the Swap Facility and the Bridge
                                    Facility ranks pari passu;

                              (b)   the derivative transaction has been solely
                                    provided by MBL;

                              (c)   and, except for non-payment of an amount,
                                    the then mark to market value of such
                                    derivative transaction will be used to
                                    calculate its amount.

31.   DEBT SERVICE      The Debt Service Coverage Ratio ("DSCR") for a
      COVERAGE RATIO    particular period will be calculated on a quarterly
                        basis as the ratio of (a) Net Cash Flow for the twelve
                        month period ending on the respective calculation date
                        to (b) Mandatory Debt Service for the twelve month
                        period ending on the respective calculation date.

32.   NET CASH FLOW     "Net Cash Flow" means, in respect of any period, (a)
                        aggregate Project Revenues received during such period
                        less (b) the operating expenses, taxes and required
                        maintenance capital expenses paid during such period.

33.   LEVERAGE RATIO    The Leverage Ratio for a particular period will be
                        calculated on a quarterly basis as the ratio of (a)
                        outstanding bridge debt balance to (b) EBITDA on a
                        trailing twelve month basis.

34.   EBITDA            Earnings before interest, taxes, depreciation and
                        amortization.

35.   PERMITTED         None without the prior written consent of MBL other
      SECURITY          than:
      INTEREST:
                        -

                        -     The Security in section 23 will also be granted by
                              the Borrower and Guarantors to MBL in respect of
                              the Swap Facility. The respective divisions of MBL
                              that have provided the Swap Facility and the
                              Bridge and LC Facilities will rank pari passu in
                              respect of the Security; and

                        -     Liens, retentions of title and similar security
                              interests arising in the ordinary course of the
                              ordinary business of the Borrower or the
                              Guarantors.

36.   MATERIAL          To be on terms satisfactory to MBL and include
      FINANCING         but not be limited to:
      CONTRACTS:
                        -     This Term Sheet;

                        -     The Letter Agreement;

                        -     the Guarantees and related Security documentation.

                        (collectively, the "FINANCE DOCUMENTS")

                        -     SPA;

                        -     Powers of Attorney as required by section 23;

                        -     Directions to Pay as required by section 23.


37.   MATERIAL          To be on terms satisfactory to MBL and include but
      OPERATING         not be limited to:
      CONTRACTS:
                        -     Newport FBO lease,

                        -     Palm Springs FBO Lease

                        -     All contracts material to the operations and the
                              business of any of the Guarantors

                        Material Financing Contracts and Material Operating
                        Contracts are collectively the "Material Contracts"


                                  Page 11 of 12
<PAGE>
38.   ASSIGNMENT:       None by the Borrower and Guarantors.

                        MBL may at any time assign, novate or transfer its
                        rights and obligations in respect of the facilities with
                        the consent of the Borrower (which is not to be
                        unreasonably withheld or delayed, and for this purpose
                        14 days is considered to be reasonable) unless an Event
                        of Default subsists, in which case it may assign in its
                        sole discretion without consent of the Borrower or the
                        Guarantors.

                        MBL may at any time assign, novate or transfer its
                        rights and obligations in respect of the facilities to a
                        Related Body Corporate of MBL without the consent of the
                        Borrower or the Guarantors.

39.   INCREASED         Standard increased costs clauses.
      COSTS:

40.   GOVERNING LAW:    New South Wales and the parties submit to the
                        non-exclusive jurisdiction of the courts of New South
                        Wales


                                  Page 12 of 12
<PAGE>
                                                                30 November 2004
                                                                Page 6


ACCEPTED FOR AND ON BEHALF OF MACQUARIE INFRASTRUCTURE COMPANY, INC. AND EACH
OBLIGOR

MACQUARIE INFRASTRUCTURE COMPANY, INC.

/s/ PETER STOKES
--------------------------------------


Authorised Signatory

Peter Stokes, Chief Executive Officer
--------------------------------------


Name and Capacity

November 30, 2004
--------------------------------------


Date


(The signatory warrants that he/she is duly authorised by Macquarie
Infrastructure Company, Inc. to enter into this agreement on behalf of Macquarie
Infrastructure Company, Inc. for itself and as agent for each Obligor.)