**WAIVER
      AND AMENDMENT NUMBER FOUR**


**TO
      LOAN AGREEMENT**





This
      WAIVER AND AMENDMENT NUMBER FOUR TO LOAN AGREEMENT (this “ Agreement ”),
      dated
      as of December 27, 2007, among ATLANTIC AVIATION FBO INC., a Delaware
      corporation (the “ Borrower ”)
      and
      the several banks and other financial institutions signatories hereto (the
      “ Lender
      Parties ”),
      and
      acknowledged by 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
      Borrower contemplates the acquisition (the “ Seven
      Bar Acquisition ”),
      pursuant to that certain Stock Purchase Agreement dated as of December 27,
      2007,
      among the Borrower, as buyer, Seven Bar Enterprises, Inc. (the “ Seven
      Bar Seller ”),
      as
      seller, the A. Wade Black Trust, and A. Wade Black (the “ Seven
      Bar Purchase Agreement ”),
      of
      100% of the Equity Securities of each of Sun Valley Aviation, Inc., an Idaho
      corporation (“ Sun
      Valley ”),
      SB
      Aviation Group, Inc. a New Mexico corporation (“ SB
      Aviation ”)
      and
      Seven Bar Aviation, Inc., a New Mexico corporation (“ Seven
      Bar ”,
      and
      jointly with Sun Valley and SB Aviation, the “ Seven
      Bar Companies ”),
      which
      Seven Bar Companies own and operate Fixed Based Operations businesses at Friedman
      Memorial Airport in Hailey, Idaho; Four
      Corners Regional Airport in Farmington, New Mexico; and
      Albuquerque International Airport in Albuquerque, New Mexico, respectively
      (collectively, the “ Airports ”).




C.  The
      Borrower has requested that the Required Lenders (a) approve an amendment to
      Section 7.1 of the Loan Agreement to permit certain indebtedness related to
      the
      Seven Bar Acquisition, (b) waive the provisions of Sections 7.4 and 7.5 of
      the
      Loan Agreement to permit the Seven Bar Acquisition, and (c) approve certain
      supplements to the Schedules to the Loan Agreement.




D.  The
      Lender Parties are willing to provide the requested approvals and waivers,
      all
      subject to and upon the terms 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 .
      Effective as of the Amendment Effective Date (as defined in Section 7), the
      Loan
      Agreement shall be amended as follows:




(a) Section
      7.1 (Indebtedness and Guarantee Obligations) .




(i) The
      following new clause shall be inserted as new clause (h) immediately following
      the currently existing clause (g) of Section 7.1 of the Loan
      Agreement:




“(h)
      Indebtedness of (i) the Borrower incurred under that certain Stock Purchase
      Agreement dated as of December 27, 2007, among the Borrower, as buyer, Seven
      Bar
      Enterprises, Inc., as seller, the A. Wade Black Trust, and A. Wade Black (the
      “ Seven
      Bar SPA ”)
      related to the acquisition by the Borrower of all of the Equity Securities
      of
      Sun Valley Aviation, Inc., SB Aviation Group, and Seven Bar Aviation, Inc.
      (the
“ Seven
      Bar Companies ”),
      and
      (ii) any of the Seven Bar Companies of up to $500,000.00 in the aggregate,
      owed to their respective fuel suppliers and evidenced by the promissory notes
      listed on Schedule 5.28, as amended, provided that the
      principal amount of all of the Indebtedness permitted pursuant to this clause
      (h) other than the obligation of the Borrower to pay the ‘Preliminary Purchase
      Price’ (as such term is defined in the Seven Bar SPA) shall be included in the
      calculation of the cap set forth in the proviso to clause (f) of this Section
      7.1.”




(ii) 
      Currently existing clause (h) of Section 7.1 of the Loan Agreement shall be
      renumbered as clause (i).




(b) Appendix
      A (Definitions and Rules of Interpretation) .




(i) The
      definition of “Loan Documents” shall be amended by inserting the words “the
      Seven Bar Investor Contribution Agreement, ” immediately after the words “the
      Investor Contribution Agreement, “ in the third line thereof.




(ii) The
      following definition shall be inserted immediately following the definition
      of
“Security Documents”:




“ Seven
      Bar Investor Contribution Agreement ”
means
      the letter agreement by the Investor and acknowledged by the Borrower and the
      Administrative Agent dated as of December 27, 2007.”




Section
      3. Waiver
      Relating to Seven Bar Purchase Agreement and Seven Bar
      Acquisition .




(a) Seven
      Bar Purchase Agreement .
      Effective as of the Amendment Effective Date, the Lender Parties hereby waive
      any non-compliance with Sections 7.4 or 7.5 of the Loan Agreement resulting
      from
      the Borrower’s execution of the Seven Bar Purchase Agreement.




(b) Seven
      Bar Acquisition .
      Effective as of the Acquisition Effective Date (as defined in Section 8) the
      Lender Parties hereby waive any non-compliance with Sections 7.4 or 7.5 of
      the
      Loan Agreement resulting from the consummation by the Borrower of the Seven
      Bar
      Acquisition.




-2-




Section
      4. Approval
      of Amendments to Schedules .
      Effective as of the Acquisition Effective Date, the Lender Parties hereby
      approve the supplements to the Schedules to the Loan Agreement set forth in
      Attachment 1 hereto.




Section
      5. Developments
      Prior to Closing of Seven Bar Acquisition .




(a) Notice
      of Developments .




From
      the
      date of this Agreement through the closing or earlier termination of the Seven
      Bar Purchase Agreement, the Borrower shall promptly notify the Administrative
      Agent in writing of any notice (a “ Seller
      Breach Notice ”)
      it may
      receive from the Seven Bar Seller of any development causing a breach of any
      of
      the representations and warranties in Sections 3 or 4 of the Seven Bar Purchase
      Agreement (attaching a copy of such Seller Breach Notice). Upon receipt of
      any
      such notice, the Administrative Agent, acting at the direction of the Required
      Lenders, may terminate this Agreement by written notice to the Borrower if,
      in
      the reasonable opinion of the Required Lenders, such development has
      had ,
      or is
      reasonably expected to have, individually or in the aggregate, a
‘Material Adverse Effect’
(as such term is defined in the Seven Bar Purchase Agreement). The termination
      of this Agreement will result in the waiver set forth in Section 3(a) hereof
      and
      the approval set forth in Section 4 hereof being null and void.




(b) Revisions
      to Schedules .




If the
      Required Lenders fail to exercise the termination right pursuant to the
      foregoing paragraph (a) within six (6) Business Days after receiving written
      notice from the Borrower, the Required Lenders shall be deemed to have accepted
      that (i) such Seller Breach Notice shall be deemed to have amended the
      disclosure schedules to the Seven Bar Purchase Agreement and to have qualified
      the representations and warranties contained in the Seven Bar Stock Purchase
      Agreement for purposes of determining the accuracy of representations and
      warranties at the closing of the Seven Bar Acquisition, and (ii) the
      Borrower shall have the right to amend the supplements to the Schedules to
      the
      Loan Agreement set forth in Attachment 1 hereto as necessary to reflect the
      developments described in such Seller Breach Notice.




Section
      6. No
      Further Waiver
      or Amendment .
      Except
      to the extent that provisions of the Loan Agreement or its Schedules are
      amended, waived or supplemented as expressly set forth in Sections 2, 3 and
      4
      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
      7. Amendment
      Effective Date .
      Except
      for the waiver set forth in Section 3(b) above, this Agreement shall become
      effective on the first date (the “ Amendment
      Effective Date ”)
      on
      which the Administrative Agent shall have received all of the
      following:




(a)
      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; and




-3-




(b)
      The
      Seven Bar Investor Contribution Agreement in the form of Exhibit A hereto,
      duly
      executed by the Investor and acknowledged by each of the Borrower and the
      Administrative Agent.




Section
      8. Acquisition
      Effective Date .
      The
      waiver set forth in Section 3(b) above shall become effective on the first
      date
      (the “ Acquisition
      Effective Date ”)
      on
      which the Administrative Agent shall have received all of the
      following:




(a)
      All
      certificates, legal opinions, amendments to Security Documents, agreements
      and
      other documents required to be delivered or filed pursuant to Section 6.11
      of
      the Loan Agreement, in each case reasonably acceptable in form and substance
      to
      the Administrative Agent;




(b)
      Evidence reasonably satisfactory to the Administrative Agent that (i) the
‘Preliminary Purchase Price’ (as such term is defined in the Seven Bar Purchase
      Agreement) has been paid in accordance with the Seven Bar Purchase Agreement;
      (ii) all existing Indebtedness of the Seven Bar Companies has been paid
      off, except for any Indebtedness which, after giving effect to this Agreement,
      will constitute Permitted Indebtedness; (iii) consents or estoppel letters
      have been obtained from Friedman Memorial Airport in Hailey, Idaho and
      Albuquerque International Airport in Albuquerque, New Mexico as required
      pursuant to the Seven Bar Purchase Agreement; (iv) the Seven Bar Companies
      and their operations are covered by insurance in compliance with the Loan
      Agreement; and (iv) Seven Bar Flying Service, Inc. is no longer an
      Affiliate of any of the Seven Bar Companies;




(c)
      Evidence reasonably satisfactory to the Administrative Agent that all other
      conditions precedent to the “Closing” (as such term is defined in the Seven Bar
      Purchase Agreement) set forth in Article 7 of the Seven Bar Purchase Agreement
      shall have been satisfied as of such date, provided that the
      Borrower may waive any condition precedent in the Seven Bar Purchase Agreement
      relating to the consents and estoppels to be obtained with respect to Four
      Corners Regional Airport in Farmington, New Mexico.




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




Section
      10. 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
      11. 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
      12. 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.




-4-




Section
      13. 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.]*





-5-




**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.By:
            /s/
                Louis T. PepperName:    Louis
                T. PepperTitle:      CEO


AMENDMENT
          NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT








Acknowledged
                by:DEPFA
                BANK plc, as Administrative AgentBy:
            /s/
                Maria KangName:    Maria
                KangTitle:      DirectorBy:
            /s/
                Connor KellyName:    Connor
                KellyTitle:      Managing
                Director




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







DEPFA
                BANK plc, as Term Loan LenderBy:
            /s/
                Maria KangName:    Maria
                KangTitle:      DirectorBy:
            /s/
                Connor KellyName:    Connor
                KellyTitle:      Managing
                Director




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







THE
                GOVERNOR AND COMPANY
              OF
                THE BANK OF IRELAND,
              as
                Term Loan LenderBy:
            /s/
                Andrew GannonName:    Andrew
                GannonTitle:      AssociateBy:
            /s/
                Conor LarkinName:    Conor
                LarkinTitle:      Manager




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







DEKA
                BANK
              DEUTSCHE
                GIROZENTRALE,
              as
                Term Loan LenderBy:
            /s/
                Jurgen SchonebergName:    Jurgen
                SchonebergTitle:      Vice
                PresidentBy:
            /s/
                Peter BahnName:Peter
                BahnTitle:Executive
                Director




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







WESTLB
                AG, NEW YORK BRANCH
              as
                Term Loan LenderBy:Name:Title:By:Name:Title:




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







DEPFA
                BANK plc, as Capex Loan LenderBy:
            /s/
                Maria KangName:Maria
                KangTitle:DirectorBy:
            /s/
                Connor KellyName:    Connor
                KellyTitle:Managing
                Director





AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







THE
                GOVERNOR AND COMPANY
              OF
                THE BANK OF IRELAND,
              as
                Capex Loan LenderBy:
            /s/
                Andrew GannonName:    Andrew
                GannonTitle:      AssociateBy:
            /s/
                Conor LarkinName:Conor
                LarkinTitle:Manager





AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







DEKA
                BANK
              DEUTSCHE
                GIROZENTRALE,
              as
                Capex Loan LenderBy:
            /s/
                Jurgen SchonebergName:    Jurgen
                SchonebergTitle:      Vice
                PresidentBy:
            /s/
                Peter BahnName:Peter
                BahnTitle:Executive
                Director




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT










DEPFA
                BANK plc,
              as
                Revolving Loan Lender and Issuing BankBy:
            /s/
                Maria KangName:Maria
                KangTitle:DirectorBy:
            /s/
                Connor KellyName:    Connor
                KellyTitle:Managing
                Director




AMENDMENT
        NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT







**EXHIBIT
      A**





**FORM
      OF INVESTOR CONTRIBUTION AGREEMENT**





(See
      attached)





Exh.
          A -
          1




MACQUARIE
      FBO HOLDINGS LLC




December
      __, 2007




DEPFA
      BANK plc,


as
      Administrative Agent


1
      Commons
      Street


Dublin
      1


Ireland


Attention:
      Brian Price




Atlantic
      Aviation FBO Inc.


6504
      International Parkway, Suite 2400


Plano,
      Texas 75093


Attention:
      Calvin Miller




Dear
      Sir
      or Madam,




**RE:
      Investor Contribution Agreement**




We
      refer
      to (i) the Loan Agreement dated as of September 27, 2007 by and among
      Atlantic Aviation FBO Inc. (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 DEPFA BANK plc as administrative agent (in
      that capacity, the “ Administrative
      Agent ”)
      (as
      amended, the “ Loan
      Agreement ”),
      (ii) the Stock Purchase Agreement dated as of December __, 2007 among Seven
      Bar Enterprises, Inc. (the “ Seven
      Bar Seller ”),
      as
      seller, the Borrower, as buyer, the A. Wade Black Trust, and A. Wade Black
      (the
“ SPA ”),
      and
      (iii) Waiver and Amendment Number Four to Loan Agreement, dated as of the
      date hereof, by and among the Borrower, the Lenders party thereto and the
      Administrative Agent (“ Amendment
      No. 4 ”).
      All
      capitalized terms used but not otherwise defined herein shall have the meanings
      set forth in Appendix A to the Loan Agreement, and the rules of interpretation
      set forth in Appendix A to the Loan Agreement shall apply to this letter
      agreement. We hereby acknowledge that it is a condition precedent to the
      effectiveness of Amendment No. 4 that the Investor, the Borrower and the
      Administrative Agent shall have executed and delivered this letter
      agreement.




1.  Equity
      Contribution .
      The
      Investor hereby covenants to the Borrower and the Administrative Agent as
      follows:




(a)  The
      Investor shall cause the ‘Preliminary Purchase Price’ (as such term is defined
      in the SPA) to be paid in full accordance with the SPA solely from funds
      contributed by the Investor to the Borrower.









(b)  Promptly,
      but in any event within five (5) Business Days, after receiving notice from
      the
      Borrower or the Administrative Agent that the Borrower is required to make
      any
      other payments to the Seven Bar Seller pursuant to the SPA, including pursuant
      to Sections 2(h) (Post-Closing Adjustment to Preliminary Purchase Price), 8(c)
      (Indemnification Provisions for Seller’s Benefit), or 8(g) (Environmental
      Remedies) thereof, or pursuant to the Tax Matters Agreement (as such term is
      defined in the SPA), the Investor shall make additional equity contributions
      to
      the Borrower in an amount equal to any such required payments.




(c)  The
      Investor shall pay all reasonable out-of-pocket expenses incurred by the
      Administrative Agent or the Borrower, including the fees, charges and
      disbursements of any counsel for the Administrative Agent or the Borrower,
      in
      connection with the enforcement, attempted enforcement or protection of their
      respective rights in connection with this letter agreement or any other Loan
      Document.




2.  Enforcement. The
      Investor acknowledges and agrees that this letter agreement is entered into
      for
      the benefit of the Borrower and the Administrative Agent, acting on behalf
      of
      the Financing Parties, and that the Administrative Agent, on behalf of the
      Financing Parties, shall have the right (but not the obligation) to proceed
      directly against the Investor to enforce any obligations of the Investor
      hereunder.




3.  Limitation
      of Liability .
      The
      obligations of the Investor under this letter agreement are limited as set
      forth
      herein and shall in no way create any recourse, liability or obligation
      (contingent or otherwise) to or on the part of Investor or any of its Affiliates
      beyond the liabilities expressly set out in this letter agreement. No further
      liability and no promise of any additional commitments are to be inferred or
      implied.




4.  Representations
      and Warranties .
      The
      Investor warrants and represents to the Borrower and the Administrative Agent
      as
      follows:




(a)  The
      Investor is a duly organized, validly existing limited liability company
      organized and in good standing under the laws of the State of Delaware, and
      has
      all requisite power and authority to conduct its business and to own its
      property as now conducted or owned;




(b)  The
      execution, delivery and performance by the Investor of this letter agreement,
      and the performance of its obligations hereunder, are within the Investor’s
      limited liability company powers, have been duly authorized by all necessary
      action, and do not (i) contravene the Investor’s organizational documents, (ii)
      violate any Governmental Rule, or (iii) conflict with or result in the breach
      of, or constitute a default under, any contract, loan agreement, indenture,
      mortgage, deed of trust, lease or other instrument binding on or affecting
      the
      Investor or any of its property or assets; and




(c)  This
      letter agreement has been duly executed and delivered by a duly authorized
      representative of the Investor and constitutes a legal, valid and binding
      obligation of the Investor, enforceable against it in accordance with its terms,
      subject to applicable bankruptcy, insolvency, and similar laws affecting the
      enforcement of creditors’ rights generally and general principles of equity.




2




5.  Notices .
      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, with a copy to each party hereto, as
      follows:




(a)
            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




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




(b)
            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




3




(c)
            If
                to the Investor:




Macquarie
      FBO Holdings LLC


c/o
      Macquarie Infrastructure Company Inc.


125
      West
      55th Street


New
      York,
      New York 10019


Attention:
      Frank Joyce


Telephone:
      (212) 231-1814


Facsimile:
      (212) 231-1828




Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties. 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.




6.  Assignment
      / Termination .
      This
      letter agreement shall be binding upon, and inure to the benefit of, the parties
      hereto and their respective successors and assigns, provided that
      neither the Investor nor the Borrower may assign or otherwise transfer any
      of
      their respective rights or obligations hereunder without the prior written
      consent of the Administrative Agent (and any attempted assignment or transfer
      by
      the Investor or the Borrower without such consent shall be null and void).
      This
      letter agreement shall remain in full force and effect until all Obligations
      to
      be paid or performed under the Loan Documents have been indefeasibly paid and
      performed in full and the Commitments under the Loan Documents have been
      terminated.




7.  General
      Provisions .
      This
      letter agreement may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery
      of an executed counterpart of a signature page of this letter agreement by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this letter agreement. This
      letter agreement shall be governed by, and construed in accordance with, the
      law
      of the State of New York.




[Signature
      pages follow.]




4




Very
              truly yours,**MACQUARIE
              FBO HOLDINGS LLC**By:
            MACQUARIE
                INFRASTRUCTURE COMPANY INC.,its
                managing memberBy:Name:Title:


INVESTOR
          CONTRIBUTION AGREEMENT
 (ATLANTIC -
          SEVEN BAR ACQUISITION)







Acknowledged
                by:**DEPFA
                BANK plc**as
                Administrative AgentBy:Name:Title:By:Name:Title:


INVESTOR
          CONTRIBUTION AGREEMENT
 (ATLANTIC -
          SEVEN BAR ACQUISITION)







Acknowledged
                by:**ATLANTIC
                AVIATION FBO INC.**By:Name:Title:




INVESTOR
          CONTRIBUTION AGREEMENT
 (ATLANTIC -
          SEVEN BAR ACQUISITION)