<PAGE>

                                                                   EXHIBIT 10.28
                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

                          dated as of December 12, 2005

                                      among

                     NORTH AMERICA CAPITAL HOLDING COMPANY,
                                  as Borrower,

                         THE LENDERS, as herein defined,

                                       and

                          MIZUHO CORPORATE BANK, LTD.,
                            as Administrative Agent,

                                   ----------

                THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,
                             as Documentation Agent

                             BAYERISCHE LANDESBANK,
                              as Syndication Agent

                THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,
                             BAYERISCHE LANDESBANK,
                                       and
                           MIZUHO CORPORATE BANK, LTD.
                                as Lead Arrangers

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE I INTERPRETATION...................................................    1
ARTICLE II THE CREDIT FACILITIES...........................................    1
   Section 2.1.   Term Loan Facility.......................................    1
   Section 2.2.   Revolving Loan Facility..................................    3
   Section 2.3.   Interest.................................................    5
   Section 2.4.   Interest Periods.........................................    6
   Section 2.5.   Repayment of Loans.......................................    6
   Section 2.6.   Use of Proceeds of Loans.................................    7
   Section 2.7.   Termination or Reduction of Commitments..................    7
   Section 2.8.   Prepayments..............................................    8
   Section 2.9.   Fees.....................................................   11
   Section 2.10.  Evidence of Indebtedness; Notes..........................   12
   Section 2.11.  Payments Generally.......................................   12
   Section 2.12.  Sharing of Payments......................................   13
   Section 2.13.  Letter of Credit Facility................................   13

ARTICLE III TAXES AND YIELD PROTECTION.....................................   15
   Section 3.1.   Taxes....................................................   15
   Section 3.2.   Alternate Rate of Interest...............................   17
   Section 3.3.   Illegality...............................................   17
   Section 3.4.   Increased Costs..........................................   18
   Section 3.5.   Funding Losses...........................................   19
   Section 3.6.   Duty to Mitigate; Replacement of Lenders.................   20
   Section 3.7.   Survival.................................................   20

ARTICLE IV CONDITIONS PRECEDENT............................................   20
   Section 4.1.   Conditions Precedent to Initial Borrowing of
                  Term Loans...............................................   21
   Section 4.2.   Conditions Precedent to All Loans........................   26

ARTICLE V REPRESENTATIONS AND WARRANTIES.........................             27
   Section 5.1.   Due Incorporation, Qualification, etc....................   27
   Section 5.2.   Authority................................................   27
   Section 5.3.   Enforceability...........................................   27
   Section 5.4.   Non-Contravention........................................   28
   Section 5.5.   Approvals; No Other Business.............................   28
   Section 5.6.   No Violation or Default..................................   29
   Section 5.7.   Litigation...............................................   29
   Section 5.8.   Possession Under Leases; Title...........................   29
   Section 5.9.   Financial Statements.....................................   30
   Section 5.10.  Creation, Perfection and Priority of Liens...............   30
   Section 5.11.  Equity Securities........................................   30
   Section 5.12.  No Agreements to Sell Assets; Etc........................   31
   Section 5.13.  Employee Benefit Plans...................................   31
   Section 5.14.  Other Regulations........................................   32
   Section 5.15.  Patent and Other Rights..................................   32
   Section 5.16.  Governmental Charges.....................................   32
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
   Section 5.17.  Margin Stock.............................................   32
   Section 5.18.  Subsidiaries, Etc........................................   33
   Section 5.19.  Solvency, Etc............................................   33
   Section 5.20.  Labor Matters............................................   33
   Section 5.21.  Contracts................................................   33
   Section 5.22.  No Material Adverse Effect...............................   35
   Section 5.23.  Accuracy of Information Furnished........................   35
   Section 5.24.  Brokerage Commissions....................................   35
   Section 5.25.  Policies of Insurance....................................   35
   Section 5.26.  Bank Accounts and Securities Accounts....................   36
   Section 5.27.  Agreements with Affiliates and Other Agreements..........   36
   Section 5.28.  No Indebtedness..........................................   36
   Section 5.29.  Environmental Matters....................................   36
   Section 5.30.  Fuel Payment Arrangements................................   37

ARTICLE VI COVENANTS.......................................................   37
   Section 6.1.   Affirmative Covenants....................................   37
   Section 6.2.   Negative Covenants.......................................   51

ARTICLE VII EVENTS OF DEFAULT; REMEDIES....................................   58
   Section 7.1.   Events of Default........................................   58
   Section 7.2.   Remedies Upon Event of Default...........................   62
   Section 7.3.   Waiver of Event of Default...............................   63

ARTICLE VIII ADMINISTRATIVE AGENT..........................................   63
   Section 8.1.   Appointment and Authorization of Administrative Agent....   63
   Section 8.2.   Delegation of Duties.....................................   64
   Section 8.3.   Liability of Administrative Agent........................   64
   Section 8.4.   Reliance by Administrative Agent.........................   64
   Section 8.5.   Notice of Default........................................   65
   Section 8.6.   Credit Decision; Disclosure of Information...............   65
   Section 8.7.   Indemnification..........................................   66
   Section 8.8.   Administrative Agent in Its Individual Capacity..........   66
   Section 8.9.   Collateral Agency Agreement..............................   66
   Section 8.10.  Successor Administrative Agent...........................   67
   Section 8.11.  Lead Arrangers...........................................   67

ARTICLE IX HEDGING ARRANGEMENTS............................................   67
   Section 9.1.   Hedging Payments.........................................   67
   Section 9.2.   Voluntary Termination....................................   68
   Section 9.3.   Involuntary Termination or Reduction.....................   68
   Section 9.4.   Agreement to be Bound by Loan Documents; Benefit of
                  Lien of Security Documents...............................   68

ARTICLE X MISCELLANEOUS....................................................   69
   Section 10.1.  Amendments; Waivers......................................   69
   Section 10.2.  Notices..................................................   70
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
   Section 10.3.  Expenses; Indemnity; Damage Waiver.......................   72
   Section 10.4.  Successors and Assigns...................................   73
   Section 10.5.  Confidentiality..........................................   75
   Section 10.6.  Limitation on Interest...................................   76
   Section 10.7.  Right of Setoff..........................................   76
   Section 10.8.  Nonliability of Lenders..................................   77
   Section 10.9.  Limitation of Recourse...................................   77
   Section 10.10. Integration..............................................   78
   Section 10.11. Survival of Representations and Warranties...............   78
   Section 10.12. Governing Law............................................   78
   Section 10.13. Submission To Jurisdiction; Waiver of Jury Trial.........   78
   Section 10.14. Severability.............................................   79
   Section 10.15. Headings.................................................   79
   Section 10.16. Counterparts.............................................   79
</TABLE>

APPENDIX A        Definitions and Rules of Interpretation

SCHEDULES:

Schedule A-1      FBO Leases
Schedule A-2      Management Contracts and Heliport Contract
Schedule A-3      Material Contracts
Schedule 2.1      Commitments and Pro Rata Shares
Schedule 5.5      FBO Consents
Schedule 5.7      Litigation and Proceedings
Schedule 5.8      Leases
Schedule 5.10     Exceptions as to Liens
Schedule 5.13     Employee Benefit Plans
Schedule 5.15     Intellectual Property
Schedule 5.18     Subsidiaries
Schedule 5.21     Contracts
Schedule 5.25     Insurance
Schedule 5.26     Bank Accounts and Securities Accounts
Schedule 5.27     Agreements with Affiliates
Schedule 6.2(a)   Existing Indebtedness
Schedule 6.2(b)   Existing Liens
Schedule 6.2(e)   Existing Investments

EXHIBITS:

EXHIBIT A         Form of Term Loan Borrowing Request
EXHIBIT B-1       Form of Revolving Loan Borrowing Request
EXHIBIT B-2       Form of Notice of Revolving Loan Conversion
EXHIBIT C         Form of Note
EXHIBIT D-1       Form of Debt Service Coverage Ratio Certification
EXHIBIT D-2       Form of EBITDA Certification

<PAGE>

EXHIBIT D-3       Form of Leverage Ratio Certification
EXHIBIT E         Terms of Permitted Subordinated Debt
EXHIBIT F         Form of Control Agreement
EXHIBIT G         Form of Assignment and Assumption
<PAGE>

     This LOAN AGREEMENT (this "AGREEMENT"), dated as of December 12, 2005 among
NORTH AMERICA CAPITAL HOLDING COMPANY, a Delaware corporation (the "BORROWER");
the several banks and other financial institutions from time to time parties
hereto (the "LENDERS"); and MIZUHO CORPORATE BANK, LTD., as Administrative Agent
for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT").

                                    RECITALS

     A. The Borrower has requested that the Lenders provide (i) term loans in
connection with the refinancing of certain senior indebtedness of the Borrower,
the funding of a one-time equity distribution to the Investor, and certain other
purposes permitted hereunder, and (ii) a revolving credit facility for the
working capital purposes.

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

     The parties hereto agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

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

                                   ARTICLE II

                              THE CREDIT FACILITIES

     Section 2.1. Term Loan Facility.

          (a) Term Loan Commitments. Subject to the terms and conditions set
forth herein, each Term Loan Lender severally agrees to make term loans (each a
"TERM LOAN") to the Borrower during the Term Loan Commitment Period in an
aggregate principal amount not to exceed the amount of such Term Loan Lender's
Term Loan Commitment. The Term Loan shall be made as part of a single Borrowing
consisting of Term Loans made by the Term Loan Lenders ratably in accordance
with their respective Pro Rata Shares of the aggregate Term Loan Commitments of
all Term Loan Lenders. The Term Loan shall be available in not more than one
Borrowing in an amount not exceeding $300,000,000 for the purposes specified in
Section 2.6(a).

          (b) Term Loan Borrowing Procedures.

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

<PAGE>

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

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

               (C) the initial Interest Period to be applicable thereto; and

               (D) the proposed use of the proceeds thereof.

Each Term Loan Borrowing Request must be received by the Administrative Agent
not later than 11:00 a.m., New York City time, three (3) Business Days before
the date of the proposed Term Loan Borrowing and not earlier than 11:00 a.m.,
New York City time, ten (10) Business Days before the date of the proposed Term
Loan Borrowing.

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

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


                                       2

<PAGE>

     to any amounts owing under this paragraph shall be conclusive in the
     absence of manifest error.

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

     Section 2.2. Revolving Loan Facility.

          (a) Revolving Loan Commitments. Subject to the terms and conditions
set forth herein, the Revolving Loan Lender agrees to make loans (each, a
"REVOLVING LOAN") to the Borrower from time to time during the Revolving Loan
Commitment Period in such amounts as the Borrower may request under this Section
2.2 (and thereafter to make additional Revolving Loans to reimburse the Issuing
Bank for Drawings under Letters of Credit as provided in Section 2.13); provided
that the sum of (A) the aggregate principal amount outstanding of all Revolving
Loans made by the Revolving Loan Lender after giving effect to all prepayment
and repayments thereof and (B) the aggregate outstanding Letter of Credit Usage
shall not exceed the Revolving Loan Commitment at any given time. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Loan
Commitment Termination Date.

          (b) Revolving Loan Borrowing Procedures.

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

               (A) the aggregate amount of the requested Revolving Loan
          Borrowing (which shall be not less than $100,000 and shall be an
          integral multiple of $50,000);

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

               (C) whether the requested Revolving Loan Borrowing is to consist
          of Base Rate Revolving Loans or LIBOR Revolving Loans and, if the
          requested Revolving Loan Borrowing consists of a LIBOR Revolving Loan,
          the initial Interest Period selected by the Borrower for such
          Revolving Loan in accordance with Section 2.4 of this Agreement.

Each Revolving Loan Borrowing Request for a Revolving Loan Borrowing consisting
of LIBOR Revolving Loans must be received by the Administrative Agent not later
than 11:00 a.m., New York City time, three (3) Business Days before the date of
such proposed Revolving Loan Borrowing, and each Revolving Loan Borrowing
Request for a Revolving Loan Borrowing


                                       3

<PAGE>

consisting of Base Rate Revolving Loans must be received by the Administrative
Agent not later than 11:00 a.m., New York City time, one (1) Business Day before
the date of (or, if agreed to in writing by the Revolving Loan Lender, on the
date of) such proposed Revolving Loan Borrowing. If no election as to the Type
of Revolving Loan Borrowing is specified in the applicable Revolving Loan
Borrowing Request, then the requested Revolving Loan Borrowing shall consist of
Base Rate Revolving Loans. Each Revolving Loan Borrowing shall be comprised
entirely of Base Rate Revolving Loans or LIBOR Revolving Loans, as the Borrower
may request in accordance herewith. The procedures specified in this paragraph
shall not apply to any Revolving Loan Borrowing with respect to a Drawing under
a Letter of Credit issued pursuant to Section 2.13.

               (ii) Promptly following receipt of a Revolving Loan Borrowing
     Request in accordance with this Section 2.2(b), the Administrative Agent
     shall advise the Revolving Loan Lender of the details thereof and of the
     amount of the Revolving Loan Lender's Loan to be made pursuant to the
     requested Revolving Loan Borrowing. The Revolving Loan Lender shall make
     the Revolving Loan to be made by it hereunder on the proposed date thereof
     by wire transfer of immediately available funds by 12:00 noon, New York
     City time, to the account of the Administrative Agent most recently
     designated by it for such purpose by notice to the Revolving Loan Lender.
     Upon satisfaction of the applicable conditions set forth in Section 4.2,
     the Administrative Agent shall make such Revolving Loans available to the
     Borrower by 2:00 p.m., New York City time, by wire transfer of such funds
     in accordance with instructions reasonably acceptable to the Administrative
     Agent provided by the Borrower. Notwithstanding the foregoing, if, at the
     time of the Borrowing of such Revolving Loan, a Default or Event of Default
     has occurred and is continuing and the Required Lenders have provided
     notice to the Administrative Agent and the Revolving Loan Lender that the
     Revolving Loans may not be made while such Default or Event of Default is
     continuing, the Administrative Agent shall not make such Revolving Loans
     available to the Borrower. The Revolving Loan Lender shall make the sole
     determination as to whether the applicable conditions to the obligation of
     the Revolving Loan Lender to make Revolving Loans set forth in Section 4.2
     have been satisfied.

               (iii) Unless the Administrative Agent shall have been notified in
     writing by the Revolving Loan Lender prior to the proposed date of a
     Revolving Loan Borrowing that the Revolving Loan Lender will not make
     available to the Administrative Agent such Revolving Loan Borrowing, the
     Administrative Agent may assume that the Revolving Loan Lender will make
     such amount available to the Administrative Agent on such date in
     accordance with Section 2.1(b)(ii) and may, in reliance upon such
     assumption, make available to the Borrower a corresponding amount. If the
     Revolving Loan Lender has not in fact made the Revolving Loan available to
     the Administrative Agent, the Revolving Loan Lender shall forthwith pay to
     the Administrative Agent on demand such corresponding amount with interest
     thereon, for each day from and including the date such amount is made
     available to the Borrower to but excluding the date of payment to the
     Administrative Agent, at the Federal Funds Rate. If the Revolving Loan
     Lender does not pay such amount within three (3) Business Days after the
     date of such Revolving Loan Borrowing, the Administrative Agent may make a
     demand therefor from the Borrower, and the Borrower shall, without
     limitation of the Borrower's rights


                                       4

<PAGE>

     against the defaulting Lender, pay such amount to the Administrative Agent,
     together with interest thereon from the date such amount was made available
     to the Borrower at the interest rate per annum applicable to the Revolving
     Loans advanced on the date of such Revolving Loan Borrowing. A notice of
     the Administrative Agent submitted to the Revolving Loan Lender or the
     Borrower with respect to any amounts owing under this paragraph shall be
     conclusive in the absence of manifest error.

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

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

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

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

     Each Notice of Revolving Loan Conversion must be received by the
Administrative Agent not later than 11:00 a.m., New York City time, three (3)
Business Days before the date of the requested conversion (and one (1) Business
Day before the date of conversion, in the case of a conversion to a Base Rate
Revolving Loan).

     Section 2.3. Interest.

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

          (b) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to 2% plus the highest rate applicable to the Loans as provided
in the above paragraph (a) of this Section 2.3 or if no Loans are then
outstanding, 4% plus the Base Rate. Accrued and unpaid interest on past due
amounts shall be due and payable on demand.

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


                                       5

<PAGE>

          (d) All interest under this Section 2.3 shall be computed on the basis
of a year of 360 days, except that interest computed by reference to the Base
Rate at times when the Base Rate is based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Base Rate or LIBOR shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

     Section 2.4. Interest Periods.

          (a) Subject to paragraphs (b) and (c) below, the Borrower shall select
the initial Interest Period for each LIBOR Loan in the relevant Borrowing
Request and shall select each subsequent Interest Period for such LIBOR Loan in
an irrevocable notice received by the Administrative Agent not later than 11:00
a.m., New York City time, three (3) Business Days before the start of that
Interest Period; provided that if an Event of Default has occurred and is
continuing at such time, in the discretion of the Administrative Agent such
Interest Period shall have a period of one (1) month.

          (b) The Term Loans shall at any given time be subject to a single
Interest Period. The initial Interest Period for a LIBOR Revolving Loan
disbursed after the initial Borrowing of LIBOR Revolving Loans shall end on the
same day as the last day of the then current Interest Period for the LIBOR
Revolving Loans previously outstanding, and on the last day of such Interest
Period, the LIBOR Revolving Loans shall be consolidated and shall thereafter
have the same Interest Period.

          (c) No Interest Period for a Term Loan shall extend beyond the
Maturity Date, and no Interest Period for a Revolving Loan shall extend beyond
the Maturity Date.

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

          (e) The initial Interest Period with respect to the Term Loans may, at
the Borrower's election, end on December 31, 2005.

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

     Section 2.5. Repayment of Loans.

          (a) Term Loans.

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


                                       6

<PAGE>

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

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

     Section 2.6. Use of Proceeds of Loans.

          (a) Initial Borrowing of Term Loans. The proceeds of the Borrowing of
Term Loans shall be used solely (i) to refinance certain Indebtedness incurred
by NACH and MANA in connection with the Acquisitions; (ii) to finance a one-time
equity distribution to the Investor; (iii) to pay fees payable on the date of
the Borrowing of Term Loans to the Lead Arrangers and the Administrative Agent;
(iv) to make payment of the Debt Service Reserve Required Balance into the Debt
Service Reserve Account as required hereunder; (v) to pay or reimburse the
Borrower for costs and expenses payable by the Borrower pursuant hereto in
connection with the closing of the Loans; and (vi) to retain as cash on the
books of the Borrower to pay for ongoing expenditures incurred in the ordinary
course of business.

          (b) Revolving Loans. The proceeds of the Revolving Loans shall be used
solely (i) to provide for the working capital and general corporate purposes of
the Borrower and its Subsidiaries (including capital expenditures, maintenance
and repairs); and (ii) to reimburse the Issuing Bank for Drawings.

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

     Section 2.7. Termination or Reduction of Commitments.

          (a) The Borrower may, upon notice to the Administrative Agent,
terminate the Commitments, or from time to time reduce the Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. three (3) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be (A) in the case of the Term
Loans, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in
excess thereof, and (B) in the case of the Revolving Loans, in an aggregate
amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii)
the Borrower may not reduce the Revolving Loan Commitments to an amount less
than the Letter of Credit Usage then outstanding. The Administrative Agent will
promptly notify the applicable Lenders of any such notice of termination or
reduction of any of the Commitments. Any reduction of the Term Loan Commitments
shall be made ratably among the Term Loan Lenders in accordance with their
respective Term Loan Commitments. All commitment fees accrued until the
effective date of any termination of the Commitments shall be paid on the
effective date of such termination.

          (b) If the Borrowing of Term Loans have not been made on or before
January 9, 2006, the Administrative Agent (acting at the direction of the
Required Lenders) may, by written notice to the Borrower, terminate the
Commitments of the Lenders with respect to each of the Loans, which termination
shall become effective immediately.


                                       7

<PAGE>

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

     Section 2.8. Prepayments.

          (a) Terms of All Prepayments. Except as otherwise provided in Section
2.8(b) for optional prepayments and Sections 2.8(c)(v) for mandatory prepayments
required to be paid from Excess Cash Flow and as otherwise provided in Section
3.3 for any mandatory prepayment resulting from illegality, all partial
prepayments of any of the Term Loans shall be allocated to prepay, on a pro rata
basis, the applicable Term Loans outstanding. Each prepayment of Loans shall be
accompanied by accrued interest on the amount prepaid, any additional amounts
required pursuant to Section 3.5 and any Hedging Termination Obligations payable
in connection therewith.

          (b) Optional Prepayments.

               (i) The Borrower may at any time or from time to time voluntarily
     prepay Loans in whole or in part without premium or penalty on any Interest
     Payment Date (subject to Section 3.5(ii)); provided that the Borrower shall
     deliver notice to the Administrative Agent (or, in the case of prepayment
     of a Revolving Loan, to the Revolving Loan Lender with a copy thereof to
     the Administrative Agent) of any prepayment hereunder, which notice must be
     received by the Administrative Agent or the Revolving Loan Lender, as the
     case may be (A) not later than 11:00 a.m. five (5) Business Days prior to
     any proposed date of prepayment of Term Loans, and (B) not later than 11:00
     a.m. three (3) Business Days prior to the proposed date of prepayment of
     Revolving Loans. Any prepayment shall (x) in the case of Term Loans, be in
     a principal amount of $1,000,000 or a whole multiple of $500,000 in excess
     thereof or, if less, the entire principal amount thereof then outstanding,
     and (y) in the case of Revolving Loans, be in a principal amount of
     $100,000 or a whole multiple of $50,000 in excess thereof or, if less, the
     entire principal amount thereof then outstanding. Each such notice shall be
     irrevocable and shall specify (A) the date and amount of such prepayment,
     (B) whether the prepayment is of Term Loans or Revolving Loans or a
     combination thereof, and, if a combination thereof, the amount of
     prepayment allocable to each, and (C) with respect to prepayments of
     Revolving Loans, the amounts to be applied to each Revolving Loan
     outstanding.

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

               (iii) Any prepayment pursuant to this Section 2.8(b) applied to
     prepay the Revolving Loans may be reborrowed.

          (c) Mandatory Prepayments.

               (i) If during any fiscal year of the Borrower, the aggregate
     cumulative amount of Net Asset Disposition Proceeds for such fiscal year
     exceeds $250,000, the Borrower shall, immediately after the completion of
     each sale or other


                                       8

<PAGE>

     disposition which results in such an excess or an increase in such an
     excess, (A) prepay the outstanding Term Loans and, if the Term Loans shall
     have been paid in full, (B) to the extent Revolving Loans are then
     outstanding, prepay such Revolving Loans (and, to the extent of any such
     prepayment, reduce the Revolving Loan Commitment), and (C) otherwise, Cash
     Collateralize the outstanding Letter of Credit Obligations, in an aggregate
     principal amount equal to one hundred percent (100%) of such excess or such
     increase in such excess. Notwithstanding the foregoing, the Borrower shall
     not be required to make a prepayment pursuant to this clause (i) with
     respect to any sale (a "RELEVANT SALE") if the Borrower advises the
     Administrative Agent in writing at the time the Net Asset Disposition
     Proceeds from such Relevant Sale are received that it intends to reinvest
     all or any portion of such Net Asset Disposition Proceeds in replacement
     assets to the extent (A) such Net Asset Disposition Proceeds are in fact
     committed to be reinvested by the Borrower pursuant to a purchase contract
     providing for the acquisition of such replacement assets that is executed
     by the Borrower and the related seller within 45 days from the date of such
     Relevant Sale and (B) the acquisition of such replacement assets occurs
     within 180 days from the date on which such purchase contract is so
     executed and delivered. If, at any time after the occurrence of a Relevant
     Sale and prior to the acquisition of the related replacement assets, the 45
     or 180 day period provided in clause (A) or (B) of the preceding sentence
     shall elapse without execution of the related purchase contract (in the
     case of clause (A)) or the occurrence of the related acquisition (in the
     case of clause (B)) or an Event of Default shall have occurred and be
     continuing, then the Borrower shall immediately prepay the Loans in the
     amount and in the manner described in the first sentence of this clause
     (i).

               (ii) If, at any time after the Closing Date, the Borrower or any
     of its Subsidiaries issues or incurs any Indebtedness for borrowed money,
     including Indebtedness evidenced by notes, bonds, debentures or other
     similar instruments, but excluding Permitted Indebtedness, the Borrower
     shall, immediately after such issuance or incurrence, (A) prepay the
     outstanding Term Loans and, if the Term Loans shall have been paid in full,
     (B) to the extent Revolving Loans are then outstanding, prepay such
     Revolving Loans (and, to the extent of any such prepayment, reduce the
     Revolving Loan Commitment), and (C) otherwise, Cash Collateralize the
     outstanding Letter of Credit Obligations, in an aggregate principal amount
     equal to one hundred percent (100%) of the Net Debt Proceeds of such
     Indebtedness.

               (iii) If, at any time after the Closing Date, the Borrower or any
     of its Subsidiaries issues or sells any Equity Securities (other than any
     issuance or sale specified in the proviso to the definition of Net Equity
     Proceeds or in connection with the funding of Expansion Capital
     Expenditures or the prepayment of Loans pursuant to Section 2.8(c)(vi)),
     the Borrower shall, immediately after such issuance or sale, (A) prepay the
     outstanding Term Loans and, if the Term Loans shall have been paid in full,
     (B) to the extent Revolving Loans are then outstanding, prepay such
     Revolving Loans (and, to the extent of any such prepayment, reduce the
     Revolving Loan Commitment), and (C) otherwise, Cash Collateralize the
     outstanding Letter of Credit Obligations, in an aggregate principal amount
     equal to one hundred percent (100%) of the Net Equity Proceeds of such
     Equity Securities.


                                       9

<PAGE>

               (iv) No later than three (3) Business Days following (x) the date
     of receipt by the Borrower or any of its Subsidiaries of any Net Insurance
     Proceeds (other than insurance proceeds in respect of business interruption
     or anticipated loss in revenue) or Net Condemnation Proceeds, or (y) if
     applicable, the end of the 180-day period described in the proviso below),
     the Borrower shall (A) prepay the outstanding Term Loans and, if the Term
     Loans shall have been paid in full, (B) to the extent Revolving Loans are
     then outstanding, prepay such Revolving Loans (and, to the extent of any
     such prepayment, reduce the Revolving Loan Commitment), and (C) otherwise,
     Cash Collateralize the outstanding Letter of Credit Obligations, in an
     amount equal to the aggregate amount of the sum of such Net Insurance
     Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any
     amounts used to repair, restore or replace assets in accordance with the
     immediately following proviso); provided that the Borrower shall not be
     obligated to make a prepayment under this clause (iv) if and to the extent
     that (i) the Borrower advises the Administrative Agent in writing at the
     time the applicable Loan Party receives such proceeds that such Loan Party
     intends to repair, restore or replace the assets from which such Net
     Insurance Proceeds or Net Condemnation Proceeds derived, and does so within
     180 days of receipt thereof (or such longer period as is reasonably
     required to complete such repair, restoration or replacement; provided that
     the applicable Loan Party shall have commenced such repair, restoration or
     replacement during such 180-day period and thereafter proceeds with all due
     diligence to complete such repair, restoration or replacement within a
     reasonable period of time acceptable to the Administrative Agent), it being
     understood that any Net Insurance Proceeds or Net Condemnation Proceeds
     retained by such Loan Party but not actually expended within such time
     period to repair, restore or replace the assets from which such Net
     Insurance Proceeds or Net Condemnation Proceeds derived shall at that time
     immediately be used to prepay the Loans in the amount and in the manner
     described in the first sentence of this clause (iv).

               (v) If, following a deposit of Excess Cash Flow to the Special
     Reserve Account pursuant to Section 6.1(q)(iii)(B), one or more of the
     conditions to Distribution set forth in Section 6.2(f)(i)(B) (the
     "DISTRIBUTION REQUIREMENTS") are not satisfied as of each of the succeeding
     two (2) consecutive Calculation Dates, all monies that have been on deposit
     in the Special Reserve Account for a period of two (2) consecutive fiscal
     quarters or longer shall be applied to prepay the Loans. All prepayments of
     the Loans then outstanding pursuant to this clause (v) shall be applied (A)
     to prepay the outstanding Term Loans and, if the Term Loans shall have been
     paid in full, (B) to the extent Revolving Loans are then outstanding,
     prepay such Revolving Loans (and, to the extent of any such prepayment,
     reduce the Revolving Loan Commitment), and (C) otherwise, to Cash
     Collateralize the outstanding Letter of Credit Obligation. All funds on
     deposit in the Special Reserve Account (other than any monies required to
     prepay Loans in accordance with Section 2.8(c)(v) or 2.8(c)(vi)) shall be
     released to the Borrower or at the Borrower's direction as Cash Available
     for Distribution if the Distribution Requirements are satisfied for each of
     such two (2) consecutive Calculation Dates, and the Borrower may make a
     Distribution of such funds.

               (vi) If, during the Leverage Ratio Test Period, any Applicable
     Leverage Ratio is not achieved, the Borrower shall (within two (2) Business
     Days after


                                       10

<PAGE>

     the Borrower have delivered a certified calculation of the Leverage Ratio
     for the applicable quarterly period pursuant to Section 6.1(a)(vii)),
     prepay the Loans from Excess Cash Flow, or from equity contributions by the
     Investor, in such amounts as are required to achieve such Applicable
     Leverage Ratio. All prepayments of the Loans then outstanding pursuant to
     this clause (vi) shall be applied (A) to prepay the outstanding Term Loans
     and, if the Term Loans shall have been paid in full, (B) to the extent
     Revolving Loans are then outstanding, prepay such Revolving Loans (and, to
     the extent of any such prepayment, reduce the Revolving Loan Commitment),
     and (C) otherwise, to Cash Collateralize the outstanding Letter of Credit
     Obligation.

               (vii) The proceeds of any termination payment or similar
     compensation received by any Subsidiary of the Borrower from an Airport
     Authority or any other party in respect of the termination of any FBO
     Lease, Management Contract or the Heliport Contract shall be applied,
     immediately upon receipt of such payment, (A) to prepay the outstanding
     Term Loans and, if the Term Loans shall have been paid in full, (B) to the
     extent Revolving Loans are then outstanding, prepay such Revolving Loans
     (and, to the extent of any such prepayment, reduce the Revolving Loan
     Commitment), and (C) otherwise, to Cash Collateralize the outstanding
     Letter of Credit Obligation; provided that no such prepayment shall be
     required if the Borrower makes a prepayment that cures an Event of Default
     relating to such Material Contract or Subsidiary as permitted by the last
     paragraph of Section 7.1.

     Section 2.9. Fees.

          (a) Commitment Fees. The Borrower agrees to pay (i) to the
Administrative Agent for the account of each Term Loan Lender a commitment fee
equal to 0.50% per annum on the daily amount of the Available Term Loan
Commitment of such Term Loan Lender during the period from and including the
Closing Date to but excluding the last day of the Term Loan Commitment Period,
and (ii) to the Revolving Loan Lender for its own account a commitment fee equal
to 0.50% per annum on the daily amount of the Available Revolving Loan
Commitment during the period from and including the Closing Date to but
excluding the last day of the Revolving Loan Commitment Period. Accrued
commitment fees shall be payable in arrears on the last Business Day of March,
June, September and December of each year, commencing on the first of such dates
to occur after the Closing Date, and on the last day of the applicable
Commitment Period. All commitment fees shall be calculated on the basis of a
year of 360 days and for the actual days elapsed (including the first day but
excluding the last day).

          (b) Letter of Credit Fees. The Borrower shall pay to the Revolving
Loan Lender a letter of credit fee for each Letter of Credit issued pursuant to
Section 2.13 at a rate per annum equal to the Applicable Margin for LIBOR
Revolving Loans multiplied by the daily maximum amount available to be drawn
under such Letter of Credit, calculated on the basis of a year of 360 days and
for the actual days elapsed (including the first day but excluding the last
day), for the period from date of issuance of such Letter of Credit until the
expiry or termination thereof. Such fee shall be payable in arrears on the last
Business Day of March, June, September and December of each year, commencing on
the first of such dates to occur after the issuance of a Letter of Credit
pursuant to Section 2.13, and on the Letter of Credit Expiration Date.


                                       11

<PAGE>

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

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

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

     Section 2.10. Evidence of Indebtedness; Notes.

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

     Section 2.11. Payments Generally.

          (a) Each payment by the Borrower hereunder (whether of principal,
interest, fees or any other amount) shall be made prior to 12:00 noon, New York
City time, on the date when due, in Dollars in immediately available funds,
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Any amounts received after such time on any date may, in the discretion
of the Administrative Agent or, with respect to Revolving Loans, the Revolving
Loan Lender, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All payments shall be made to the
account of the Administrative Agent (account number H79-740-222205) at Mizuho
Corporate Bank, Ltd. (ABA number 026-004-307) or such other account as may
hereafter be designated by the Administrative Agent in writing. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly upon receipt
thereof, in like funds as received.


                                       12

<PAGE>

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

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

     Section 2.12. Sharing of Payments.

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

     Section 2.13. Letter of Credit Facility.

          (a) Letter of Credit Commitment. Subject to the terms and conditions
set forth herein, the Issuing Bank agrees to issue standby Letters of Credit
under the Letter of Credit Facility for the account of the Borrower from time to
time prior to the Letter of Credit Expiration Date or, at any time when the
Revolving Loan facility is in effect, during the Revolving Loan Commitment
Period; provided that (i) no Letter of Credit pursuant to this Section 2.13
shall be issued prior to the Borrowing of the Term Loans (except as provided in
the last sentence of this clause (a)), (ii) the face amount of any such
requested Letter of Credit shall not, at the time of


                                       13

<PAGE>

issuance, exceed the Revolving Loan Commitment at any time when the Revolving
Loan facility is in effect; (iii) the aggregate outstanding Letter of Credit
Usage shall not exceed the Letter of Credit Sublimit at any time; and (iv) each
such Letter of Credit shall have an expiration date that is no later than the
date that is one (1) year from the date of issue, unless as otherwise agreed to
by the Issuing Bank; provided that no such Letter of Credit shall have an
expiration date later than the Letter of Credit Expiration Date. The obligation
of the Issuing Bank to issue Letters of Credit shall expire on the Letter of
Credit Expiration Date or, if the Revolving Loan facility is in effect, the last
day of the Revolving Loan Commitment Period. Each Letter of Credit pursuant to
this Section 2.13 shall be in a form reasonably acceptable to the Issuing Bank.

          (b) Procedure For Issuance of Letter of Credit. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit) pursuant to this Section 2.13, the Borrower shall
deliver to the Issuing Bank (with a copy thereof to the Administrative Agent)
(which request must be received by the Issuing Bank and the Administrative Agent
not later than 11:00 a.m., New York City time, three (3) Business Days before
the requested date of issuance, amendment, renewal or extension) an irrevocable
written request for the issuance of a Letter of Credit, or identifying the
Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
paragraph (a) of this Section 2.13), the amount of such Letter of Credit, the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit.

          (c) Revolving Loan Lender Participation. Immediately upon the issuance
of a Letter of Credit in accordance with this Section 2.13, the Issuing Bank
shall be deemed to have sold and transferred to the Revolving Loan Lender, and
the Revolving Loan Lender shall be deemed to have purchased and received from
the Issuing Bank, in each case irrevocably and without any further action by any
party, an undivided interest and participation in such Letter of Credit, each
Drawing and other Reimbursement Obligations of the Borrower in respect thereof
in an amount equal to the applicable Outstanding Amount then in effect. The
Issuing Bank shall promptly advise the Revolving Loan Lender of the changes in
the applicable Outstanding Amount or Letter of Credit Expiration Date and any
Drawing therefrom; provided that the failure to give such notice shall not limit
or impair the rights of the Issuing Bank hereunder and under the Loan Documents.

          (d) Payment of Drawing. Upon a Drawing, the Borrower shall be
obligated to pay to the Issuing Bank a Reimbursement Obligation in the amount of
the Drawing not later than 12:00 noon, New York City time, on the same Business
Day that the Drawing is made, if the Borrower shall have received notice of such
Drawing prior to 10:00 a.m., New York City time, on such date, or, if such
notice was received by the Borrower after such time, then not later than 12:00
noon, New York City time on the immediately following Business Day unless the
reimbursement is made by a Revolving Loan (and in the latter case such payment
shall include interest on the Reimbursement Obligation from the date of the
Drawing to such payment date). Unless the Borrower shall notify the Issuing
Bank, the Revolving Loan Lender and the Administrative Agent that such
Reimbursement Obligation will be paid by the Borrower without


                                       14

<PAGE>

using a Revolving Loan, the payment by the Issuing Bank of such Drawing shall be
deemed automatically to be a request for the making by the Revolving Loan Lender
of a Revolving Loan to the Borrower in the amount of such Drawing on the date of
such Drawing, and the Issuing Bank shall promptly so notify the Revolving Loan
Lender. The Revolving Loan Lender shall, on the Business Day of the Drawing,
make a Revolving Loan for the account of the Borrower in an amount equal to the
Drawing, the proceeds of which shall be applied to reimburse the Issuing Bank.
The obligation of the Revolving Loan Lender to so reimburse the Issuing Bank by
making a Revolving Loan shall be absolute and unconditional and shall not be
affected by the occurrence of an Event of Default or any other occurrence or
event. In the event that the Revolving Loan Lender fails to make available for
the account of the Issuing Bank the amount of such Revolving Loan, the Issuing
Bank shall be entitled to recover such amount on demand from such Lender
together with interest thereon at a rate equal to the daily average Federal
Funds Rate.

          (e) Conditions To Issuance of Letters of Credit. The obligation of the
Issuing Bank to issue any Letter of Credit pursuant to this Section 2.13 is
subject to the satisfaction, on the proposed issuance date, of the following
conditions precedent: (i) all representations and warranties of each Loan Party
contained in the Loan Documents shall be true, correct and accurate in all
respects on and as of such issuance date (except to the extent such
representations and warranties relate to an earlier date), and (ii) no Default
or Event of Default shall have occurred or be continuing.

          (f) Replacement of The Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the Revolving Loan Lender, the replaced Issuing Bank and the successor Issuing
Bank, and upon replacement of any outstanding Letters of Credit with
replacements issued by the successor Issuing Bank; provided that any successor
Issuing Bank shall have a credit rating for its Reference Debt that is
reasonably acceptable to the beneficiaries of the replacement Letters of Credit.
The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.9. From and after the effective date of any
such replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term "Issuing
Bank" shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.

                                   ARTICLE III

                           TAXES AND YIELD PROTECTION

     Section 3.1. Taxes.

          (a) Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including


                                       15

<PAGE>

deductions applicable to additional sums payable under this Section 3.1) the
Administrative Agent or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable Legal Requirements.

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

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

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

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


                                       16

<PAGE>

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

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

     Section 3.2. Alternate Rate of Interest.

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

     Section 3.3. Illegality.

     If any Lender determines that any Legal Requirement has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans,
or to determine or charge interest rates based upon LIBOR, then, on notice
thereof by such Lender to the Borrower (through the Administrative Agent, in the
case of any Term Loans), any obligation of such Lender to make or continue LIBOR
Loans or to convert Base Rate Revolving Loans to LIBOR Revolving Loans


                                       17

<PAGE>

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

     Section 3.4. Increased Costs.

          (a) If any Change in Law shall:

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

               (ii) impose on any Lender or the Issuing Bank or the London
     interbank market any other condition affecting this Agreement or Loans made
     by such Lender or any Letter of Credit issued by the Issuing Bank pursuant
     to Section 2.13;

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

          (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender or the Letters of Credit
issued by the Issuing Bank, to a level below that which such Lender or the
Issuing Bank or such Lender's or the Issuing Bank's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the Issuing Bank's policies and the policies of such Lender's or the Issuing
Bank's holding company with respect to


                                       18

<PAGE>

capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Bank, as applicable, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

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

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

     Section 3.5. Funding Losses.

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


                                       19

<PAGE>

     Section 3.6. Duty to Mitigate; Replacement of Lenders.

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

          (b) If the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1, or if any Lender requests compensation under Section 3.4, or if the
Borrower would be required to prepay the Loans of any Lender pursuant to Section
3.3, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.4), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from payments required to be made
pursuant to Section 3.1 or a claim for compensation under Section 3.4, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

     Section 3.7. Survival.

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

                                   ARTICLE IV

                              CONDITIONS PRECEDENT


                                       20

<PAGE>

     Section 4.1. Conditions Precedent to Initial Borrowing of Term Loans.

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

          (a) Principal Loan Documents.

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

               (A) this Agreement;

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

               (C) the Fee Letters;

               (D) the Collateral Agency Agreement;

               (E) the Security Agreement;

               (F) the Intellectual Property Security Agreement;

               (G) the Subsidiary Guaranty and the Contribution Agreement;

               (H) the Subsidiary Security Agreement;

               (I) the Pledge Agreements; and

               (J) all other Security Documents.

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

          (b) Base Case Projections. The Administrative Agent shall have
received the Base Case Projections of the Borrower, certified as such by a
Responsible Officer of the Borrower, approved in a certification by the Model
Auditor and in form and substance satisfactory to the Administrative Agent,
including therein projections of revenues, operating expenses, cash flow, debt
service, capital expenditures (which items shall be categorized to show
discretionary capital expenditures to be undertaken in the ordinary course of
business and Expansion Capital Expenditures) and other related items, and which
shall show a minimum projected Debt Service Coverage Ratio of at least 1.85 to
1.00 as of each Calculation Date


                                       21

<PAGE>

occurring on or after the Term Loan Disbursement Date, together with a
certification as of the Term Loan Disbursement Date by a Responsible Officer of
the Borrower that the Base Case Projections are based on reasonable assumptions
and prepared in good faith taking into account all information known to such
officer, after due inquiry. The Administrative Agent shall have received a
report of the Model Auditor satisfactory to the Administrative Agent regarding
the Model Auditor's audit of the Base Case Projections.

          (c) Operating Budget. The Administrative Agent shall have received a
business plan and operating budget for the calendar year 2006, showing in
reasonable detail all projected revenues and operating expenses (identifying
separately capital expenditures), debt service and other related items with
respect to the Borrower for such period on a monthly basis.

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

          (e) Hedging Arrangements. The Borrower shall have entered into Hedging
Agreements with the Hedging Banks and, as necessary, novation arrangements with
respect to the Existing Swaps on terms and with counterparties acceptable to the
Hedging Banks, all in a manner satisfactory to the Borrower and the
Administrative Agent, which Hedging Transactions shall implement a swap
establishing, in the aggregate, a fixed interest rate for at least 75% of the
Term Loans projected to be outstanding for the period from the date of such
Borrowing to the Maturity Date.

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

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

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

               (iii) a certificate of the Secretary or an Assistant Secretary
     (or comparable officer) of each Loan Party, dated the Term Loan
     Disbursement Date, certifying that (A) attached thereto is a true and
     correct copy of the bylaws, partnership agreement, limited liability
     company agreement or comparable document of each Loan Party as in effect on
     the Term Loan Disbursement Date; (B) attached thereto are true and correct
     copies of resolutions duly adopted by the board of directors or other
     governing body of each Loan Party (or other comparable enabling action) and
     continuing in effect, which authorize the execution, delivery and
     performance by each Loan Party of the Loan Documents to be executed by such
     Loan Party and the consummation of the transactions


                                       22

<PAGE>

     contemplated thereby; and (C) there are no proceedings for the dissolution
     or liquidation of each Loan Party; and

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

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

               (i) audited Financial Statements of (A) NACH and its Subsidiaries
     and (B) MANA and its Subsidiaries (each prepared on a consolidated basis)
     as of and for the year most recently ended more than 90 days prior to the
     date of the Term Loan Disbursement Date, unaudited Financial Statements of
     NACH and its Subsidiaries and MANA and its Subsidiaries (each prepared on a
     consolidated basis) as of and for the fiscal quarter most recently ended
     more than 45 days prior to the Term Loan Disbursement Date, each of which
     shall be certified by a Responsible Officer of the Borrower as being to his
     Actual Knowledge, after due inquiry, complete and correct in all material
     respects and fairly presenting the financial condition, results of
     operations and changes in cash flows of NACH or MANA, as applicable, and
     its respective Subsidiaries on such dates and for any interim periods then
     ended, in accordance with GAAP applied on a consistent basis;

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

               (iii) a certificate by the chief financial officer of the
     Borrower as to the financial condition and solvency of NACH and its
     Subsidiaries and MANA and its Subsidiaries (after giving effect to the
     incurrence of Indebtedness pursuant to the Loan Documents); and

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

          (h) Security Documents. All filings and recordings necessary, in the
opinion of the Administrative Agent, to perfect the security interests
contemplated to be granted to the Collateral Agent for the benefit of the
Secured Parties under the Security Documents shall have been made, and the
Administrative Agent shall have received evidence satisfactory to it that the
Security Documents are in full force and effect and the Liens contemplated by
the Security Documents are perfected and of first priority (except for any such
prior Liens which are


                                       23

<PAGE>

expressly permitted by this Agreement to be prior). The Administrative Agent
shall have received:

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

               (ii) except as otherwise provided in this Agreement, a control
     agreement for each bank at which the Borrower or any of its Subsidiaries
     maintains a deposit account, upon terms and provisions satisfactory to the
     Administrative Agent, each appropriately completed, duly executed by such
     Loan Party, and the Administrative Agent and acknowledged by the depositary
     bank to which addressed;

               (iii) except as otherwise provided in this Agreement, a control
     agreement for each securities account at which the Borrower or any of its
     Subsidiaries maintains a securities account, upon terms and provisions
     satisfactory to the Administrative Agent, each appropriately completed,
     duly executed by such Loan Party, and the Administrative Agent and
     acknowledged by the securities intermediary to which addressed;

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

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

          (i) Opinions of Counsel. The Administrative Agent shall have received
a favorable written opinion, addressed to the Administrative Agent, the
Collateral Agent, the Issuing Bank and each Lender and dated the date of the
Term Loan Disbursement Date, of:

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

               (ii) Shipman & Goodwin LLP, special Connecticut counsel to
     certain of the Loan Parties;

               (iii) Phelps Dunbar LLP, special Louisiana counsel to certain of
     the Loan Parties;


                                       24

<PAGE>

               (iv) Strasburger & Price, LLP, special Texas counsel to certain
     of the Loan Parties;

               (v) Lewis & Roca LLP, special Nevada counsel to certain of the
     Loan Parties; and

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

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

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

          (k) Accounts; Funding of Reserves.

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

               (ii) The Borrower shall have funded the Debt Service Reserve
     Account with the initial Debt Service Reserve Required Balance, other than
     any portion thereof that will be wired by the Administrative Agent to the
     Collateral Agent out of the proceeds of the Borrowing of Term Loans or
     deposited therein by the Collateral Agent from any reserve account
     maintained in respect of the Indebtedness refinanced by the Term Loans;
     provided that in lieu of a cash deposit to the Debt Service Reserve
     Account, the Borrower may fund all or any portion of the initial Debt
     Service Reserve Required Balance with a Debt Service Reserve Letter of
     Credit issued by an Acceptable Issuer pursuant to Section 6.1(s) of this
     Agreement.

          (l) Governmental Approvals And Material Contracts. All Governmental
Authorizations with respect to the operation of the businesses of the Borrower
and its Subsidiaries shall be in full force and effect without change or
amendment since the dates of their respective approval by the Administrative
Agent, except as consented to in writing by the Required Lenders or as otherwise
permitted pursuant to this Agreement. There shall not be any default under any
Material Contract or Governmental Authorization that could reasonably be
expected to have a Material Adverse Effect or permit any party to a Material
Contract to terminate such document or suspend its performance thereunder.


                                       25
<PAGE>

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

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

          (o) Bank Accounts. The Borrower shall have made appropriate
arrangements to cause all cash now or hereafter deposited in the master
disbursement account (account no. 3936827626) (the "master disbursement
account") held by MANA at Bank of America, N.A. to be transferred directly into
the Concentration Account no less frequently than on a daily basis; provided
that funds required to pay working capital costs may be retained in the master
disbursement account in amounts reasonably satisfactory to the Administrative
Agent.

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

     Section 4.2. Conditions Precedent to All Loans.

     The obligation of each Lender to advance Loans on a Disbursement Date
(including the disbursement of Term Loans on the Term Loan Disbursement Date),
other than a Loan resulting from a Drawing on a Letter of Credit as provided in
Section 2.13, is subject to the satisfaction of the following conditions
precedent:

          (a) Initial Revolving Loan Borrowing And Letter of Credit. With
respect to the initial Borrowing of Revolving Loans and the initial issuance of
a Letter of Credit pursuant to Section 2.13, the Borrowing of Term Loans shall
have occurred or shall concurrently occur.

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

          (c) Representation And Warranties. All representations and warranties
of the Borrower and the other Loan Parties, as the case may be, contained in the
Loan Documents shall be true, correct and accurate on and as of the applicable
Disbursement Date (except to the extent such representations and warranties
relate to an earlier date, in which case, such representations and warranties
shall be true in all material respects as of such date).

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


                                       26

<PAGE>

          (e) No Material Adverse Change. Since the date of the most recent
audited Financial Statements provided to the Administrative Agent, no event or
circumstance shall have occurred which, individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect.

          (f) Debt Service Reserve Account. The Debt Service Reserve Account
shall have been funded in an amount equal to not less than the Debt Service
Reserve Required Balance.

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

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that:

     Section 5.1. Due Incorporation, Qualification, etc.

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

     Section 5.2. Authority.

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

     Section 5.3. Enforceability.

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


                                       27

<PAGE>

     Section 5.4. Non-Contravention.

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

     Section 5.5. Approvals; No Other Business.

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

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

          (c) Except as set forth on Schedule 5.5, no Governmental Authorization
is required for either (A) the pledge or grant by any Loan Party of the Liens
purported to be created in favor of the Collateral Agent for the benefit of the
Secured Parties in connection herewith or any other Loan Document or (B) the
exercise by the Collateral Agent of any rights or remedies in respect of any
Collateral (whether specifically granted or created pursuant to any of the
Security Documents or created or provided for by any Governmental Rule), except
for (1) such Governmental Authorizations that have been obtained and are in full
force and effect and fully disclosed to Administrative Agent in writing, and (2)
filings or recordings contemplated in connection with this Agreement or any
Security Document.


                                       28

<PAGE>

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

     Section 5.6. No Violation or Default.

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

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

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

     Section 5.7. Litigation.

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

     Section 5.8. Possession Under Leases; Title.

          (a) Schedule 5.8 lists all material oral or written leases, including
the FBO Leases, subleases, licenses, concession agreements or other use or
occupancy agreements pursuant to which the Borrower and its Subsidiaries lease
to or from any other party any real property, including all renewals,
extensions, modifications or supplements to any of the foregoing or
substitutions for any of the foregoing (collectively, the "LEASES"), and, if
applicable, identifies each of the municipal airports to which they relate. The
Borrower and its Subsidiaries have complied with all material obligations under
all leases to which they are a party and enjoy peaceful and undisturbed
possession under such leases. Neither the Borrower nor any of its Subsidiaries
own any real property.

          (b) The Borrower and its Subsidiaries own and have good and marketable
title, or a valid leasehold interest in, all Property necessary in their
businesses as currently conducted and as currently proposed to be conducted.
Such Properties are subject to no Liens other than Permitted Liens.


                                       29

<PAGE>

     Section 5.9. Financial Statements.

     The Financial Statements of the Borrower and its Subsidiaries (prepared on
a consolidated basis) which have been delivered to the Administrative Agent in
accordance with Section 6.1, (i) are in accordance with the books and records of
such Loan Parties, which have been maintained in accordance with good business
practice; (ii) have been prepared in conformity with GAAP subject in the case of
unaudited Financial Statements only to normal year-end audit adjustments and the
absence of footnotes, none of which, if provided, would reflect a material
adverse change in the business, assets, financial condition or operating
performance of such Loan Parties taken as a whole; and (iii) fairly present in
all material respects the financial conditions and results of operations of such
Loan Parties, respectively, as of the date thereof and for the period covered
thereby. Neither the Borrower nor any of its Subsidiaries have any contingent
obligations, liability for taxes or other outstanding obligations (including
obligations in respect of off-balance sheet transactions) required to be shown
on an annual or quarterly Financial Statement, as applicable, in accordance with
GAAP, which, in any such case, are material in the aggregate, except as
disclosed in the audited Financial Statements dated December 31, 2004, furnished
to the Administrative Agent prior to the Closing Date, or in the Financial
Statements delivered to the Administrative Agent pursuant to clause (i) or (ii)
of Section 6.1(a) or otherwise disclosed in writing to the Administrative Agent.

     Section 5.10. Creation, Perfection and Priority of Liens.

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

     Section 5.11. Equity Securities.

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


                                       30

<PAGE>

     Section 5.12. No Agreements to Sell Assets; Etc.

     Neither the Borrower nor any of its Subsidiaries have any legal obligation,
absolute or contingent, to any Person to sell the assets of such Loan Party
(except as permitted by Section 6.2(c)), or to effect any merger, consolidation
or other reorganization of any such Loan Party (except as permitted by Section
6.2(d)) or to enter into any agreement with respect thereto.

     Section 5.13. Employee Benefit Plans.

          (a) No Employee Benefit Plan is a Plan. Except as set forth on
Schedule 5.13, as of the Closing Date, neither the Borrower nor any of its
Subsidiaries have (i) any liability with respect to any post-retirement benefit
under any Employee Benefit Plan which is an employee welfare benefit plan (as
defined in section 3(1) of ERISA), other than liability for health plan
continuation coverage described in Part 6 of Title I of ERISA, or (ii) any
liability which is reasonably expected to have a Material Adverse Effect.

          (b) Except for compliance failures which may be corrected under the
Employee Plans Compliance Resolution System without a Material Adverse Effect,
each Employee Benefit Plan complies, in both form and operation, in all material
respects, with its terms, ERISA and the IRC, and, to the knowledge of the
Borrower, no condition exists or event has occurred with respect to any such
plan which would result in the incurrence by the Borrower or any of its
Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which
would result in a Material Adverse Effect. Each Employee Benefit Plan, related
trust agreement, arrangement and commitment of the Borrower or any of its
Subsidiaries or any ERISA Affiliate is legally valid and binding and in full
force and effect. To the best knowledge of the Borrower or any other Loan Party,
as of the Closing Date no Employee Benefit Plan is being audited or investigated
by any government agency or is subject to any pending or threatened material
claim or suit, other than claims for benefits in the ordinary course. None of
the Borrower, its Subsidiaries, the ERISA Affiliates or any fiduciary of any
Employee Benefit Plan has, individually or in the aggregate, engaged in a
prohibited transaction under section 406 of ERISA or section 4975 of the IRC
which would result in a Material Adverse Effect to the Loan Parties, taken as a
whole.

          (c) Except as set forth on Schedule 5.13, none of the Borrower or any
of its Subsidiaries or the ERISA Affiliates contributes to or has any material
contingent obligations to any Multiemployer Plan. None of the Borrower or any of
its Subsidiaries or the ERISA Affiliates has incurred any material liability
(including secondary liability) to any Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan under section 4201
of ERISA or as a result of a sale of assets described in section 4204 of ERISA.
None of the Borrower or any of its Subsidiaries or the ERISA Affiliates has been
notified that any Multiemployer Plan is in reorganization or insolvent under and
within the meaning of section 4241 or section 4245 of ERISA or that any
Multiemployer Plan intends to terminate or has been terminated under section
4041A of ERISA.


                                       31

<PAGE>

     Section 5.14. Other Regulations.

     Neither the Borrower nor any of its Subsidiaries is subject to regulation
under the Investment Company Act of 1940, the Public Utility Holding Company Act
of 1935, the Federal Power Act, the Interstate Commerce Act, any state public
utilities code or to any other Governmental Rule limiting its ability to incur
Indebtedness.

     Section 5.15. Patent and Other Rights.

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

     Section 5.16. Governmental Charges.

     Each of the Borrower and its Subsidiaries has filed or caused to be filed,
all tax returns which are required to be filed by it. Each of the Borrower and
its Subsidiaries has paid, or made provision for the payment of, all taxes and
other Governmental Charges which have or may have become due pursuant to said
returns or otherwise and all other indebtedness, except such Governmental
Charges or indebtedness, if any, which are being contested in good faith and as
to which adequate reserves (determined in accordance with GAAP) have been
established. Proper and accurate amounts have been withheld by each such Loan
Party from its employees for all periods in full and complete compliance with
the tax, social security and unemployment withholding provisions of applicable
federal, state, local and foreign law and such withholdings have been timely
paid to the respective Governmental Authorities. Neither the Borrower nor any of
its Subsidiaries has executed or filed with the Internal Revenue Service or any
other Governmental Authority any agreement or other document extending, or
having the effect of extending, the period for assessment or collection of any
taxes or Governmental Charges.

     Section 5.17. Margin Stock.

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


                                       32

<PAGE>

extend credit, directly or indirectly, to any Person for the purpose of
purchasing or carrying any Margin Stock.

     Section 5.18. Subsidiaries, Etc.

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

     Section 5.19. Solvency, Etc.

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

     Section 5.20. Labor Matters.

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

     Section 5.21. Contracts.

          (a) Schedule 5.21 lists all of the following contracts ("CONTRACTS")
of the Borrower and each of its Subsidiaries as of the Closing Date:

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

               (ii) each lease of real property to which any of the Borrower or
     its Subsidiaries is a party, including all FBO Leases, and each lease of
     personal property to which any of the Borrower or its Subsidiaries is a
     party that in any such case has rent payable by such Loan Party after the
     date hereof in excess of $100,000 during any twelve-month period;

               (iii) each Management Contract and the Heliport Contract;


                                       33

<PAGE>

               (iv) all other contracts and agreements relating to the airport
     services businesses of the Borrower and its Subsidiaries pursuant to which
     any of the Borrower or its Subsidiaries, individually or collectively, are
     obligated to spend (whether by direct payment or through rendering services
     or otherwise) or have a contractual right to receive revenues in excess of,
     $100,000 during any twelve-month period;

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

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

               (vii) each material contract that is not for the purchase, sale
     or license of goods or services in the ordinary course of business
     consistent with past practice;

               (viii) each policy of insurance; and

               (ix) each other agreement which has aggregate expenditure
     obligations of $150,000 or more to any Person.

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

          (c) Except as disclosed in Schedule 5.21, no material supplier to or
landlord of any of the Borrower or its Subsidiaries, including any party to the
FBO Leases, Management Contracts or the Heliport Contract, or any Governmental
Authority, has taken, and neither the Borrower nor any of its Subsidiaries has
received, any written notice that, any material supplier to or landlord of any
of the Borrower or its Subsidiaries, including any party to any of the FBO
Leases, Management Contracts or the Heliport Contract, or any Governmental
Authority,


                                       34

<PAGE>

contemplates taking, any steps to terminate the business relationship of any of
the Borrower or its Subsidiaries with such supplier or landlord, including any
party to the FBO Leases, Management Contracts or the Heliport Contract, which
would reasonably be expected to have a Material Adverse Effect.

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

     Section 5.22. No Material Adverse Effect.

     No event has occurred and no condition exists which is reasonably likely to
have a Material Adverse Effect.

     Section 5.23. Accuracy of Information Furnished.

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

     Section 5.24. Brokerage Commissions.

     No person other than Macquarie Securities (USA) Inc. ("MSUSA") is entitled
to receive any brokerage commission, finder's fee or similar fee or payment in
connection with the extensions of credit contemplated by this Loan Agreement as
a result of any agreement entered into by any Loan Party. No brokerage or other
fee, commission or compensation is to be paid by the Lenders with respect to the
extensions of credit contemplated hereby as a result of any agreement entered
into by a Loan Party, and the Borrower agrees to indemnify the Administrative
Agent and the Lenders against any such claims for brokerage fees or commissions
and to pay all expenses including, without limitation, reasonable attorney's
fees incurred by the Administrative Agent and the Lenders in connection with the
defense of any action or proceeding brought to collect any such brokerage fees
or commissions.

     Section 5.25. Policies of Insurance.

     Schedule 5.25 sets forth a true and complete listing of all insurance
maintained by the Borrower and its Subsidiaries as of the Closing Date. Such
insurance has not been terminated and is in full force and effect, and each of
such Loan Parties has taken all action required to be


                                       35

<PAGE>

taken as of the date of this Agreement to keep unimpaired its rights thereunder
in all material respects. The Properties of the Borrower and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Loan Parties in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower and
its Subsidiaries operate.

     Section 5.26. Bank Accounts and Securities Accounts.

     Schedule 5.26 sets forth a true and complete listing of all bank accounts
and securities accounts maintained by the Borrower and its Subsidiaries as of
the Closing Date.

     Section 5.27. Agreements with Affiliates and Other Agreements.

     Except as disclosed on Schedule 5.27, none of the Borrower and its
Subsidiaries has entered into and, as of the Term Loan Disbursement Date, does
not contemplate entering into, any material agreement or contract with any
Affiliate of such Person except upon terms at least as favorable to such Loan
Party as an arms-length transaction with unaffiliated Persons, based on the
totality of the circumstances. None of such Loan Parties is a party to or is
bound by any Contractual Obligation or is subject to any restriction under its
respective charter or formation documents, which could reasonably be expected to
have a Material Adverse Effect.

     Section 5.28. No Indebtedness.

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

     Section 5.29. Environmental Matters.

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


                                       36

<PAGE>

     Section 5.30. Fuel Payment Arrangements. Each Subsidiary of the Borrower
operating a Non-Eligible FBO is obligated to pay, and does pay, the purchase
price for aviation fuel within three (3) days after delivery, and each other
Subsidiary of the Borrower operating an FBO is obligated to pay, and does pay,
the purchase price for aviation fuel within seven (7) days after delivery. All
such aviation fuel is purchased on the basis of the prevailing market price at
the time of delivery.

                                   ARTICLE VI

                                    COVENANTS

     Section 6.1. Affirmative Covenants.

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

          (a) Financial Statements; Operating Reports; Financial Certifications.
The Borrower shall furnish to the Administrative Agent and each Lender the
following:

               (i) as soon as available and in no event later than ninety (90)
     days after the close of each fiscal year of the Borrower, (A) copies of the
     audited Financial Statements of the Borrower and its Subsidiaries (which
     shall be prepared on a consolidated basis, except in respect of the
     Financial Statements for the 2005 fiscal year, for which separate Financial
     Statements for NACH and its Subsidiaries and MANA and its Subsidiaries may
     be provided) for such year, in the case of such consolidated Financial
     Statements, audited by KPMG LLP or another recognized firm of independent
     certified public accountants acceptable to the Administrative Agent
     (without a "going concern" or like qualification or exception and without
     any qualification or exception as to the scope of such audit) to the effect
     that such Financial Statements present fairly in all material respects the
     financial condition and results of operations of the Borrower and its
     Subsidiaries on a consolidated basis in accordance with GAAP consistently
     applied, which Financial Statements shall be accompanied by a narrative
     from management of the Borrower which discusses results for such period,
     and (B) copies of the unqualified opinions and, to the extent delivered,
     management letters delivered by such accountants in connection with all
     such Financial Statements;

               (ii) as soon as available and in no event later than forty-five
     (45) days after the last day of each of the first three fiscal quarters of
     each fiscal year of the Borrower, copies of the Financial Statements of the
     Borrower and its Subsidiaries (which shall be prepared on a consolidated
     basis except in respect of the Financial Statements for the 2005 fiscal
     year, for which separate Financial Statements for NACH and its Subsidiaries
     and MANA and its Subsidiaries may be provided) for such quarter and for the
     fiscal year to date, certified by the president, chief financial officer or
     treasurer of the Borrower to present fairly in all material respects the
     financial condition, results of


                                       37

<PAGE>

     operations and other information reflected therein and to have been
     prepared in accordance with GAAP (subject to normal year-end audit
     adjustments and the absence of notes);

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

               (iv) contemporaneously with the delivery of the Financial
     Statements and the monthly operating report required by the foregoing
     clauses (i), (ii) and (iii), a compliance certificate of the president,
     chief financial officer or treasurer of the Borrower which states that no
     Default or Event of Default has occurred and is continuing or, if any
     Default or Event of Default has occurred and is continuing, a statement as
     to the nature thereof and what action the Borrower proposes to take with
     respect thereto;

               (v) no later than thirty (30) days after each Calculation Date, a
     certificate of the president, chief financial officer or treasurer of the
     Borrower, in substantially the form of Exhibit D-1 (a "DEBT SERVICE
     COVERAGE RATIO CERTIFICATION"), certifying as to the Backward Debt Service
     Coverage Ratio for the Calculation Period ending on such Calculation Date
     and the Forward Debt Service Coverage Ratio for the succeeding twelve-month
     period commencing on the day following such Calculation Date, together with
     reasonably detailed information and calculations attached thereto
     supporting such certification;

               (vi) no later than thirty (30) days after each Calculation Date
     during the EBITDA Test Period, a certificate of the president, chief
     financial officer or treasurer of the Borrower, in substantially the form
     of Exhibit D-2 (an "EBITDA CERTIFICATION"), certifying as to the EBITDA for
     the twelve-month period ending on such Calculation Date, together with
     reasonably detailed information and calculations attached thereto
     supporting such certification;

               (vii) no later than thirty (30) days after each Calculation Date
     during the Leverage Ratio Test Period, a compliance certificate of the
     president, chief financial officer or treasurer of the Borrower in
     substantially the form of Exhibit D-3 (a "LEVERAGE RATIO CERTIFICATION")
     certifying as to the Leverage Ratio for the twelve months ending on such
     Calculation Date, together with reasonably detailed information and
     calculations attached thereto supporting such certification; and

               (viii) contemporaneously with delivery of the Financial
     Statements required by the foregoing clauses (i) and (ii), a certificate of
     the president, chief financial officer or treasurer of the Borrower
     attaching a statement of all Expansion Capital Expenditures made during the
     previous fiscal quarter and the source of funds therefor and certifying
     that all such expenditures complied with Section 6.2(r).


                                       38

<PAGE>

          (b) Other Notices and Reports. The Borrower shall furnish to the
Administrative Agent and each Lender the following, each in such form and such
detail as the Administrative Agent or the Required Lenders shall reasonably
request:

               (i) in no event later than five (5) Business Days after any of
     the Borrower or its Subsidiaries knows of the occurrence or existence of
     (A) any Reportable Event under any Plan or Multiemployer Plan, (B) any
     actual or threatened litigation, suits, claims, disputes or investigations
     against any of the Borrower or its Subsidiaries involving potential
     monetary damages payable by any such Loan Party of $500,000 or more (alone
     or in the aggregate) or in which injunctive relief or similar relief is
     sought, which relief, if granted, could be reasonably expected to have a
     Material Adverse Effect, (C) any other event or condition which, either
     individually or in the aggregate, could be reasonably expected to have a
     Material Adverse Effect, including (I) breach or non-performance of, or any
     default under, a Contractual Obligation of any of the Borrower or its
     Subsidiaries; (II) any dispute, litigation, investigation, proceeding or
     suspension between any of the Borrower or its Subsidiaries and any
     Governmental Authority or Airport Authority; or (III) the commencement of,
     or any material development in, any litigation or proceeding affecting any
     of the Borrower or its Subsidiaries or any Material Contract, including
     pursuant to any applicable Environmental Laws; (D) any Default or Event of
     Default, or (E) any material change in accounting policies of or financial
     reporting practices by the applicable Loan Party. Each notice pursuant to
     this Section 6.1(b) shall be accompanied by a statement of a Responsible
     Officer of the Borrower setting forth details of the occurrence referred to
     therein and stating what action the Borrower has taken and proposes to take
     with respect thereto. Each notice pursuant to this Section 6.1(b) shall
     describe with particularity any and all provisions of this Agreement or
     other Loan Document that have been breached;

               (ii) as soon as available, and in any event not later than the
     last Business Day of each fiscal year of the Borrower, (A) an annual
     operating budget for the following fiscal year for each operational
     location of the Borrower and its Subsidiaries, and (B) projected
     consolidated Financial Statements of the Borrower and its Subsidiaries for
     the following fiscal year;

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

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


                                       39

<PAGE>

               (v) as soon as possible prior to the occurrence of any event or
     circumstance that would require a prepayment pursuant to Section 2.8(c), a
     statement of a Responsible Officer of the Borrower setting forth the
     details thereof;

               (vi) (A) as soon as possible and in no event later than five (5)
     Business Days after the receipt thereof by any of the Borrower or its
     Subsidiaries, a copy of any notice, summons, citations or other written
     communications concerning any actual, alleged, suspected or threatened
     violation of any Environmental Law, or any liability of any such Loan Party
     for Environmental Damages, where any such violation is reasonably likely to
     involve compliance costs in excess of $100,000 with respect to each such
     violation or to have a Material Adverse Effect; and (B) promptly after the
     occurrence thereof, notice of (x) any use, release, discharge, generation
     or storage of any Hazardous Material at, from, on or under any property
     owned or leased by any of the Borrower or its Subsidiaries that,
     individually or in the aggregate, could reasonably be expected to have a
     Material Adverse Effect and (y) the incurrence of any expense or loss by
     any Governmental Authority or Airport Authority in connection with the
     assessment, containment or removal or remediation of any Hazardous Material
     for which expense or loss, individually or in the aggregate, could
     reasonably be expected to have a Material Adverse Effect; and

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

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

               (ix) as soon as possible and in no event later than five (5)
     Business Days after any of the Borrower or its Subsidiaries becomes aware
     thereof, the occurrence of any event giving rise (or that could reasonably
     be expected to give rise) to a claim under any insurance policy required to
     be maintained with respect to the Business of more than $250,000, with
     copies of any document relating thereto (including copies of any such
     claim) in the possession or control of the Borrower;

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

          (c) Books and Records. The Borrower shall keep, and shall cause each
of its Subsidiaries to keep, at all times proper books of record and account in
which full, true and


                                       40

<PAGE>

correct entries will be made of their respective transactions and assets and
business in accordance with GAAP.

          (d) Inspections. The Borrower shall permit, and shall cause each of
its Subsidiaries to permit, the Administrative Agent and each Lender, or any
agent or representative thereof, upon reasonable notice and during normal
business hours (except that if an Event of Default shall have occurred and be
continuing, no such notice is required), to visit and inspect any of the
properties and offices of the Borrower or its Subsidiaries, to conduct audits of
any or all of the Collateral, to examine the books and records of the Borrower
or its Subsidiaries and make copies thereof, and to discuss the affairs,
finances and business of the Borrower or its Subsidiaries with, and to be
advised as to the same by, their officers, auditors and accountants, all at such
times and intervals as the Administrative Agent or any Lender may reasonably
request. The Borrower may have a representative attend any meeting with the
Borrower's independent accountants so long as such right does not unreasonably
delay the scheduling of any meeting. Inspections pursuant to this Section 6.1(d)
shall be at the Borrower's expense with respect to one (1) inspection in any
calendar year and with respect to all inspections and audits during the
existence of a Default or Event of Default.

          (e) Insurance. The Borrower shall cause its Subsidiaries to do the
following:

               (i) carry and maintain insurance during the term of this
     Agreement of the types, in the amounts and subject to such deductibles and
     other terms customarily carried from time to time by others engaged in
     substantially the same business as such Person and operating in the same
     geographic area as such Person, including, but not limited to, fire, public
     liability, property damage and worker's compensation;

               (ii) without limiting the foregoing, carry and maintain insurance
     during the term of this Agreement of the types, in no lower amounts and
     subject to no higher deductibles as are carried by the Borrower and its
     Subsidiaries as of the Closing Date unless the Administrative Agent shall
     have otherwise consented in writing (which consent shall not be
     unreasonably withheld); provided that the Borrower shall be permitted to
     consolidate the insurance policies carried by MANA and its Subsidiaries
     with the insurance policies currently carried by the Borrower without
     violating this clause (ii); and provided, further, that promptly following
     such consolidation, the Borrower shall submit to the Administrative Agent
     an updated summary of all insurance coverage showing changes to the
     insurance policies resulting from such consolidation, as certified by a
     Responsible Officer of the Borrower, which summary must be reasonably
     satisfactory to the Administrative Agent.

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

               (iv) carry and maintain each policy for such insurance with (A) a
     company which is rated A- or better by A.M. Best and Company, with
     unimpaired policyholders' surplus of $50 million or more, at the time such
     policy is placed and at the


                                       41

<PAGE>

     time of each annual renewal thereof or (B) any other insurer which is
     reasonably satisfactory to the Administrative Agent; and

               (v) obtain and maintain endorsements reasonably acceptable to the
     Administrative Agent for such insurance naming the Administrative Agent and
     the Collateral Agent as additional insured and (with respect to those
     insurance policies in which the naming of a first loss payee is market
     standard in the insurance industry with respect to airport services
     businesses) the Collateral Agent as first loss payee; provided that, at any
     time the Collateral Agent receives proceeds of any such insurance as first
     loss payee, the Administrative Agent shall promptly instruct the Collateral
     Agent to apply such proceeds in accordance with Section 6.1(n); and

provided that if any of the Subsidiaries of the Borrower shall fail to maintain
insurance in accordance with this Section 6.1(e), or if any of the Subsidiaries
of the Borrower shall fail to provide the required endorsements with respect
thereto, the Administrative Agent shall have the right (but shall be under no
obligation) to procure such insurance and the Borrower agrees to reimburse the
Administrative Agent for all reasonable costs and expenses of procuring such
insurance. All such policies as to which the Collateral Agent is named as an
additional insured or loss payee, as the case may be, shall (i) provide that the
same shall not be cancelled, materially modified or terminated for non-payment
of any premium without at least ten (10) days' prior written notice to each
insured and each loss payee named therein (for war risks coverage, seven (7)
days or such lesser period as is customarily available), (ii) where commercially
available, contain a breach-of-warranty clause providing that the respective
interests of the Collateral Agent or any other additional insured or loss payee
shall not be invalidated by any action or inaction of the Collateral Agent, the
Lenders, the Administrative Agent or any other Person, (iii) insure the
Collateral Agent and any other additional insured or loss payee regardless of
any breach or violation by the Borrower or any of its Subsidiaries or any other
Person of any warranties, declarations, or conditions contained in the policies
related to such insurance, (iv) provide that the insurer thereunder waives all
right of subrogation against the Collateral Agent and waives any right of
set-off or counterclaim against the Collateral Agent and any other right of
deduction against the Collateral Agent, whether by attachment or otherwise;
provided, further, that the insurer may proceed against third parties at any
time and against the Borrower at such time as the Obligations are paid in full,
(v) be primary without right of contribution from any other insurance carried by
or on behalf of the Collateral Agent, any Lender or the Administrative Agent
with respect to any interest in the Collateral, (vi) provide that no Person
other than the Borrower or its Subsidiaries (or, to the extent an Airport
Authority is required under a Material Contract to pay premiums on behalf of the
Borrower or any of its Subsidiaries, such Airport Authority) shall have any
liability for any premiums with respect thereto, and (vii) provide that inasmuch
as the policies are written to cover more than one insured, all terms and
conditions, insuring agreements and endorsements, with the exception of limits
of liability, shall operate in the same manner as if there were a separate
policy covering each insured. The Administrative Agent shall not, by reason of
accepting, rejecting, approving or obtaining insurance incur any liability for
the existence, nonexistence, form or legal sufficiency thereof, the solvency of
any insurer, or the payment of any losses.

All proceeds of insurance policies provided or obtained by the Borrower or any
of its Subsidiaries (whether or not required to be carried under the Loan
Documents) other than with


                                       42

<PAGE>

respect to coverage for business interruption, anticipated loss in revenue,
workers' compensation, employees' liability and general liability, in respect of
any Material Loss shall be paid by the respective insurers directly to the Loss
Proceeds Account or, if received by the Borrower or any such Subsidiary, shall
promptly be transferred to the Loss Proceeds Account and disbursed in accordance
with Section 6.2(n).

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

          (g) Use of Proceeds. The Borrower shall use the proceeds of the Loans
only for the respective purposes set forth in Section 2.6. The Borrower shall
not use any part of the proceeds of any Loan, directly or indirectly, for the
purpose of purchasing or carrying any Margin Stock or for the purpose of
purchasing or carrying or trading in any securities under such circumstances as
to involve the Borrower, any Lender or the Administrative Agent in a violation
of Regulations T, U or X issued by the Federal Reserve Board.

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


                                       43

<PAGE>

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

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

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


                                       44

<PAGE>

the Administrative Agent with respect to each such Person and the matters set
forth in this clause (k).

          (l) Hedging Agreements.

               (i) The Borrower shall enter into Hedging Agreements and, as
     necessary, novation arrangements on terms and with counterparties
     acceptable to the Hedging Banks, with one or more of the Hedging Banks in
     accordance with the requirements of Section 4.1(e).

               (ii) If at any time (A) the most recent Forward Debt Service
     Coverage Ratio is less than 2.0x and (B) the Reference Rate is more than
     2.0% above the Reference Rate as of the Closing Date, the Administrative
     Agent may request the Borrower to enter into additional Hedging
     Transactions with one or more Hedging Banks implementing a swap fixing the
     interest rate for the portion, if any, of the principal Term Loans then
     outstanding that have not been previously hedged for the remaining period
     to the Maturity Date. The Borrower shall comply with any such request no
     later than fifteen (15) days after such request is delivered to the
     Borrower.

               (iii) The Borrower will not, and will not permit any of its
     Subsidiaries to, enter into any Hedging Agreements except in accordance
     with this Section 6.1(l).

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

          (n) Event of Loss.

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

               (ii) If a Material Loss occurs, unless the appropriate Loan Party
     elects not to restore such Property and such restoration, repair,
     replacement or rebuilding is not required under Prudent Industry Practice
     to operate and maintain such Loan Party's business operations at the
     applicable airport (in which event the Net Insurance Proceeds or Net
     Condemnation Proceeds, as the case may be, shall be applied to a mandatory
     prepayment of the Loans in accordance with Section 2.8(c)(iv)), the
     Borrower shall promptly (and in any event within 30 days after the
     occurrence of the Event of Loss) deliver to the Administrative Agent a
     Restoration Plan and, upon approval thereof by the Administrative Agent,
     commence and diligently pursue the Restoration. If the plan of


                                       45

<PAGE>

     restoration as submitted by the Borrower does not qualify as a Restoration
     Plan or is not approved by the Administrative Agent in accordance with this
     clause, the Borrower and the Administrative Agent shall enter into
     negotiations in good faith with a view to agreeing on mutually acceptable
     terms of the Restoration Plan.

               (iii) Funds on deposit in the Loss Proceeds Account that are to
     be made available for restoration work pursuant to a Restoration Plan as
     set forth in clause (ii) above will be disbursed to pay the cost of the
     Restoration upon receipt by the Administrative Agent of a certificate of
     the Borrower certifying that: (A) all of the restoration work already
     completed was done substantially in compliance with the approved
     Restoration Plan, (B) the sum requested is required to pay for costs
     incurred in connection with such restoration work (giving a description of
     the services and materials provided in connection with such restoration
     work), (C) the sum requested, when added to all amounts with respect to the
     relevant casualty event previously paid out of the Concentration Account or
     by the applicable Loan Party out of its Operating Accounts, does not exceed
     the aggregate amount then due and payable with respect to the restoration
     work done as of the date of such certificate, (D) the amount of net
     proceeds with respect to the Event of Loss remaining in the Concentration
     Account or the applicable Loan Party's Operating Accounts, together with
     any other amounts deposited in such accounts by the Borrower or any other
     Person or otherwise irrevocably committed to be made available to the
     Borrower as equity funds or Permitted Subordinated Debt (in each case, by
     the Investor or an Affiliate thereof or a Person that has at least an
     investment grade long-term unsecured (and not credit enhanced) debt rating
     or other credit status satisfactory to the Required Lenders) for the
     purpose of such restoration are anticipated to be sufficient to complete
     the restoration work in accordance with the Restoration Plan, (v) there
     exists no mechanic's, materialmen's or other Liens on the affected Property
     arising out of the Restoration (except which are not yet due, adequately
     bonded, Permitted Liens or as are being contested pursuant to Permitted
     Contest Provisions), or if the same do exist, they will be discharged with
     the funds received from the requested payment, and (vi) no Default or Event
     of Default has occurred and is continuing.

          (o) Environmental Management System. The Borrower shall cause the MANA
Subsidiaries to conduct their business operations in compliance with the
environmental management system presently in place for the Borrower's businesses
other than the MANA Subsidiaries, which environmental management system shall at
all times incorporate at least the following elements: a board-approved
environmental policy; designated personnel assigned to assess, achieve and
maintain material compliance with Environmental Laws; a reporting system to
ensure monitoring and oversight by management; and systematic record keeping and
management review of budgets and expenses relating to cleanup and compliance
with Environmental Laws. The Borrower shall certify the completeness and
implementation of such a program on or before one hundred twenty (120) days
after the Closing Date. Upon the Administrative Agent's reasonable request, and
at the Borrower's sole cost and expense, the Borrower shall obtain and provide
to the Administrative Agent a written evaluation of an environmental consulting
firm reasonably acceptable to the Administrative Agent, confirming that the
environmental management system is reasonable and customary, and could
reasonably


                                       46

<PAGE>

be expected to identify, remedy and manage material environmental liabilities
and/or cleanup obligations.

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

          (q) Cash Management Procedures; Payments to Reserve Accounts.

               (i) The Borrower hereby confirms that its Subsidiaries have
     previously established in the respective names of such Subsidiaries the
     bank accounts listed as "OPERATING ACCOUNTS" specified on Schedule 5.26
     (each such account, an "OPERATING ACCOUNT"). The Borrower and its
     Subsidiaries shall maintain or cause to be maintained the Operating
     Accounts, and shall deposit or cause to be deposited into the Operating
     Accounts all Operating Revenues and all other amounts received by the Loan
     Parties from any source whatsoever, in each case, promptly upon receipt
     thereof. Each Operating Account shall be linked to the Concentration
     Account and cash from each Operating Account shall be transferred into the
     Concentration Account on a daily or (as agreed to with the Administrative
     Agent, weekly) basis. None of the Operating Accounts may be closed unless
     the funds then on deposit in such Account are transferred to another
     Operating Account or to a new Operating Account established and maintained
     in accordance with clause (ii) below.

               (ii) Any Subsidiary of the Borrower may establish additional
     Operating Accounts as necessary or desirable for its business; provided
     that if an Operating Account is established with a bank with which such
     Subsidiary maintains an Operating Account as of the Closing Date, such bank
     shall be organized under the laws of the United States of America or any
     state thereof having a combined capital and surplus of not less than
     $500,000,000 unless the Administrative Agent consents to such bank. Any new
     bank with which an Operating Account shall be established shall be
     required, upon the opening of such Operating Account, to (i) enter into a
     Control Agreement, substantially in the form of Exhibit F hereto with such
     changes thereto as may be requested or approved by the Administrative Agent
     and the Borrower (or such other form as is reasonably acceptable to the
     Administrative Agent, such bank and the Borrower), with the Borrower and
     the Collateral Agent and carry out such further acts as the Administrative
     Agent may reasonably request in order to perfect the security interest of
     the Collateral Agent in the relevant accounts and (ii) agrees to provide
     monthly and annual statements as to such Operating Account to the
     Administrative Agent concurrently with the delivery thereof to the
     applicable Subsidiary.

               (iii) The Borrower shall cause amounts held in the Concentration
     Account to be withdrawn and transferred at the following times and for the
     following purposes:


                                       47
<PAGE>

               (A) On each Quarterly Funds Transfer Date, the Borrower shall
          cause to be transferred to the Debt Service Reserve Account from
          available Excess Cash Flow an amount equal to, if a positive number,
          (A) the then current Debt Service Reserve Required Balance, minus (B)
          the funds then on deposit in the Debt Service Reserve Account.

               (B) The Borrower shall cause to be transferred to the Special
          Reserve Account such amounts of Excess Cash Flow, after application of
          amounts in accordance with the preceding clause (A) and in such manner
          as are required pursuant to Sections 6.2(f)(ii) and 6.2(f)(iii).

               (C) Subject to Sections 2.8(c)(v) and 2.8(c)(vi), promptly (and
          in any event within five (5) Business Days) after the Debt Service
          Coverage Ratio has been calculated for each fiscal quarter of the
          Borrower, the Borrower shall cause to be transferred to the
          Distribution Account all Cash Available for Distribution; provided
          that if the Borrower is permitted to make a Distribution of such
          amounts to the Investor in accordance with Section 6.2(f)(i), such
          amounts may be paid by the Borrower directly to the Investor.

               (iv) The Borrower and the other Loan Parties hereby agree that
     the Administrative Agent is authorized to withdraw and transfer funds from
     the Concentration Account to effect the payments described in paragraphs
     (A), (B) and (C) above in the event the Borrower does not cause such funds
     to be transferred in a timely or otherwise appropriate manner; provided
     that the Borrower shall under no circumstances be relieved from its
     obligations under Section 6.1(q)(iii).

          (r) Assignment of Material Contracts. As promptly as possible after
the Closing Date, the Borrower shall request, or shall cause each relevant
Subsidiary to request, in writing, and the Borrower shall use, or shall cause
each relevant Subsidiary to use, all commercially reasonable efforts to obtain
from each Airport Authority, a written consent with respect to the collateral
assignment of the relevant Subsidiary's interest in each FBO Lease, to the
extent required under the terms of each such FBO Lease. The Borrower hereby
agrees that to the extent any such consent is obtained, it shall promptly
following receipt thereof (and in any event, no later than ten (10) Business
Days thereafter) and at its own cost and expense, cause the execution and
recording of a leasehold deed of trust or mortgage relating to such FBO Lease,
and deliver to the Collateral Agent any and all agreements, documents,
instruments, filings and writings deemed necessary by the Collateral Agent, or
as the Collateral Agent may reasonably request from time to time in its sole
discretion, to evidence, perfect or protect the Secured Parties' rights and
security interests in and to the FBO Leases. The Borrower hereby authorizes the
Collateral Agent to execute, deliver and file any such agreement, document,
instrument, filing or writing.

          (s) Debt Service Reserve Required Balance.

               (i) Subject to clause (ii) below, the Borrower shall deposit to
     the Debt Service Reserve Account the initial Debt Service Reserve Required
     Balance (less any funds transferred thereto by the Collateral Agent from
     any reserve account


                                       48

<PAGE>

     maintained in respect of the Indebtedness refinanced by the Term Loans) and
     shall thereafter transfer funds to the Debt Service Reserve Account in
     accordance with Section 6.1(q)(iii)(A).

               (ii) The Borrower shall be permitted to maintain the Debt Service
     Reserve Required Balance by any combination (except as otherwise provided
     in clause (iii) below) of available cash on deposit in the Debt Service
     Reserve Account and a Debt Service Reserve Letter of Credit maintained in
     effect by the Borrower; provided that the Debt Service Reserve Letter of
     Credit shall not be a Letter of Credit issued under the Letter of Credit
     Facility. The Borrower shall notify the Administrative Agent at least
     forty-five (45) days prior to the expiration of the Debt Service Reserve
     Letter of Credit provided pursuant to this Section 6.2(s). Any Debt Service
     Reserve Letter of Credit shall be unconditionally drawable by the
     Administrative Agent if any of the following occurs: (A) in the event, and
     to the extent, of any shortfall in the payment of Debt Service when due;
     (B) in the event the entity that has issued the Debt Service Reserve Letter
     of Credit suffers an L/C Issuer Event, thirty (30) days after the
     occurrence of such L/C Issuer Event, and (C) the occurrence of any Event of
     Default and acceleration of the Loans and/or exercise of remedies under the
     Security Documents.

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

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

          (t) Operating Accounts.

               (i) Subject to the following sentence, the Borrower shall at all
     times, at its sole cost and expense, cause its Subsidiaries holding the
     following bank accounts to (x) in the case of the account described in
     clause (A) below, cause all cash in such account (except for an amount to
     be agreed upon with the Administrative Agent to be reserved for working
     capital purposes) to be transferred into the Concentration Account no less
     frequently than on a daily basis, and (y) in the case of the accounts
     described in clauses (B), (C), (D) and (E) below, cause all cash in such
     account (except for an amount to be agreed upon with the Administrative
     Agent to be reserved for working capital purposes) to be transferred into
     the Concentration Account no less frequently than on a weekly basis: (A)
     the deposit account (no. 015-00042903) held by Atlantic Aviation
     Corporation at JPMorgan Chase Bank, (B) the deposit account (no.
     0517005305) held by Flightways of Long Island, Inc. at State Bank of Long
     Island, (C) the accounts (nos. 4000063107 and 4945014702) held by Palm
     Springs FBO Two LLC at Wells Fargo Bank, (D) the account (no. 4945037083)
     held by Newport FBO Two LLC at Wells Fargo


                                       49

<PAGE>

     Bank, and (E) the accounts and associated lockboxes (nos. 56-0349-5287,
     56-0081-4457 and 56-0081-6524) held by Atlantic Aviation Corporation at PNC
     Bank; provided that with respect to the accounts at PNC Bank described in
     clause (E), if at any time the balance in any such account exceeds $25,000,
     the Borrower shall cause the transfer of cash from such account to the
     Concentration Account to occur on a daily basis. The Borrower, at its sole
     cost and expense, shall cause its Subsidiaries to close each of the
     accounts described in clauses (A) through (E) above and transfer the full
     balance in each such account to an Operating Account that is subject to a
     Control Agreement or to a new Operating Account established and maintained
     in accordance with Section 6.1(q)(ii) by no later than June 30, 2006. The
     Borrower shall have delivered to the Administrative Agent such
     documentation in form and substance reasonably satisfactory to the
     Administrative Agent evidencing the completion of the actions required
     pursuant to this clause (i).

               (ii) As soon as practicable after the Closing Date, the Borrower
     shall, at its sole cost and expense, cause each deposit account held by
     MANA or any of its Subsidiaries at Bank of America, N.A. to be closed, and
     the balance of funds in such accounts to be withdrawn and deposited in a
     new collections account established with Wachovia Bank, N.A. (the "MANA
     Collections Account") which shall be opened in accordance with Section
     6.1(q)(ii). The Borrower shall cause MANA and its Subsidiaries to deposit
     or cause to be deposited into the MANA Collections Account all Operating
     Revenues and all other amounts received by MANA and its Subsidiaries from
     any source whatsoever, in each case, promptly upon receipt thereof. The
     MANA Collections Account shall be linked to the Concentration Account and
     cash in the MANA Collections Account shall be transferred into the
     Concentration Account no less frequently than on a daily basis. The MANA
     Collections Account shall not be closed without the prior written consent
     of the Administrative Agent.

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

          (u) Extension of Material Contracts. The Borrower shall cause each of
its Subsidiaries operating an FBO Lease, Management Contract or the Heliport
Contract to exercise all available extension and renewal rights under each such
contract except with the prior written consent of the Required Lenders.

          (v) Pledge of Equity Interests in Certain Subsidiaries. If the
Borrower is unable to obtain the consent of the Airport Authority of
Brainard-Hartford Airport for the pledge of the Equity Securities of each
Subsidiary of the Borrower party to the FBO Leases at such airport (currently,
Brainard Airport Services, Inc. and Charter Oak Aviation, Inc.) within 30 days
after the Closing Date, the Borrower shall, at its sole cost, promptly cause
each such Subsidiary


                                       50

<PAGE>

to be directly and wholly-owned by a single-purpose entity owning only the stock
of such Subsidiary (which entity shall also be a Subsidiary of the Borrower).
The Equity Securities of each such immediate parent entity shall be pledged in
favor of the Collateral Agent to secure the Obligations.

     Section 6.2. Negative Covenants.

     Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower will not, and will not permit any
of its Subsidiaries to do, any of the following, unless the Required Lenders
shall have otherwise consented in writing:

          (a) Indebtedness and Guarantee Obligations. None of the Borrower or
its Subsidiaries shall create, incur, assume or permit to exist any Indebtedness
or Guarantee Obligations except for the following ("PERMITTED INDEBTEDNESS"):

               (i) Indebtedness or Guarantee Obligations of the Borrower or its
     Subsidiaries under the Loan Documents;

               (ii) Indebtedness of the Borrower or its Subsidiaries listed in
     Schedule 6.2(a) and existing on the date of this Agreement, with all such
     Indebtedness identified in Schedule 6.2(a) as being repaid in connection
     with the Borrowing of Term Loans having been repaid concurrently with such
     Borrowing;

               (iii) Guarantee obligations of the Borrower or any of its
     Subsidiaries in respect of Permitted Indebtedness of any of the Borrower or
     its Subsidiaries;

               (iv) Permitted Subordinated Debt of the Borrower;

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

               (vi) Indebtedness incurred to finance the purchase, construction
     or improvement of fixed or capital assets, including obligations under
     Capital Leases (which shall be deemed to exist if the Indebtedness is
     incurred at or within 90 days before or after the purchase or construction
     of the capital asset); provided that the aggregate principal amount of such
     Indebtedness, for the Borrower and its Subsidiaries taken as a whole,
     incurred after the Closing Date shall not exceed $2,000,000 outstanding at
     any time.

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

          (b) Liens, Negative Pledges. None of the Borrower or its Subsidiaries
shall create, incur, assume or permit to exist any Lien on or with respect to
any Property of the Borrower or its Subsidiaries, in either case whether now
owned or hereafter acquired, except for the following ("PERMITTED LIENS"):


                                       51

<PAGE>

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

               (ii) Liens listed in Schedule 6.2(b) and existing on the date
     hereof, all of which Liens that secure Indebtedness that is identified in
     Schedule 6.2(a) as being repaid in connection with the Borrowing of Term
     Loans shall be terminated concurrently with such Borrowing;

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

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

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

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

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

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

               (ix) Liens arising in connection with any letters of credit
     issued with respect to any Material Contracts and/or insurance policies
     that are required to be


                                       52

<PAGE>

     maintained by the Borrower or its Subsidiaries pursuant to the terms
     thereof, and Liens of the Airport Authorities as provided in the Material
     Contracts or under applicable law.

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

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

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

               (iii) sales or other dispositions by the Borrower or any of its
     Subsidiaries of Investments permitted by Section 6.2(e)(ii) for not less
     than fair market value;

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

               (v) the termination of the FBO currently operated by General
     Aviation of New Orleans L.L.C. (the "Lakefront Lessee") at the New Orleans
     Lakefront Airport and the sale or other disposition by such Subsidiary of
     property and equipment used in the business of such FBO for not less than
     fair market value; provided that if terminating such FBO shall require the
     Lakefront Lessee to make a termination or similar payment to the relevant
     Airport Authority, such termination shall require the prior written consent
     of the Required Lenders.

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

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


                                       53

<PAGE>

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

               (ii) Investments listed in Schedule 6.2(e) existing on the date
     hereof;

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

               (iv) deposit accounts established and maintained in accordance
     with Section 6.2(k) which are subject to control agreements, upon terms and
     provisions satisfactory to the Administrative Agent, which have been
     executed by the applicable Loan Party, the Collateral Agent and the
     depositary bank at which such account is maintained; and

               (v) securities accounts established and maintained in accordance
     with Section 6.2(k) which are subject to control agreements, upon terms and
     provisions satisfactory to the Administrative Agent, which have been
     executed by the applicable Loan Party, the Collateral Agent and the
     securities intermediary at which such account is maintained.

          (f)  Distributions.

               (i) None of the Borrower or its Subsidiaries shall make any
     Distributions or set apart any sum for any such purpose, except:

               (A) a Subsidiary of the Borrower may make Distributions to
          another Subsidiary of the Borrower or to the Borrower,

               (B) the Borrower may make cash Distributions to the Investor in
          an amount equal to Cash Available for Distribution as of any
          Calculation Date within thirty-five (35) days following such
          Calculation Date if each of the following conditions has been met: (A)
          the Backward Debt Service Coverage Ratio as of such Calculation Date,
          modified to exclude from the calculation of Net Cash Flow any equity
          contributions referred to in clause (b) of the definition of "Net Cash
          Flow", is equal to or greater than 1.50 to 1.00, and the Forward Debt
          Service Coverage Ratio as of such Calculation Date, modified to
          exclude from the calculation of Net Cash Flow any equity contributions
          referred to in clause (b) of the definition of "Net Cash Flow", is
          equal to or greater than 1.50 to 1.00, each as evidenced by a
          certificate delivered by the Borrower to the Administrative Agent no
          later than five (5) Business Days prior to the proposed date of
          Distribution; (B) with respect to any Calculation Date occurring
          during the EBITDA Test Period, no Lock-up Event has occurred and is
          continuing as of such Calculation Date; (C) no Lock-up Period is
          outstanding as of such Calculation Date; (D) no Default or Event of
          Default shall have occurred and be continuing as of the date of such
          Distribution or shall result from the making of the proposed
          Distribution; (E) all mandatory prepayments of the Loans, if any, for
          such fiscal quarter shall have been paid to the Administrative Agent;
          (F) the Debt Service Reserve Required Balance is fully reserved with
          either a cash deposit to the Debt Service


                                       54

<PAGE>

          Reserve Account or a Debt Service Reserve Letter of Credit issued in
          accordance with Section 6.1(s) or any combination thereof); and (G)
          the Administrative Agent has received notice from the Borrower of such
          Distribution in writing certifying that the foregoing conditions (A)
          through (F) have been met; and

               (C) the Borrower may make a Distribution to the Investor with
          proceeds of the Borrowing of Term Loans on the Term Loan Disbursement
          Date.

               (ii) If, as of any Calculation Date, any one or more of the
     conditions to Distribution set forth in Section 6.2(f)(i)(B) shall not be
     satisfied, the Borrower shall promptly (and in any event not later than two
     (2) Business Days after the Borrower has delivered a certified calculation
     of the Debt Service Coverage Ratios for such Calculation Date pursuant to
     Section 6.1(a)(v)) transfer to the Collateral Agent for deposit in the
     Special Reserve Account cash in an amount equal to the Excess Cash Flow as
     of such Calculation Date, for application to the mandatory prepayment of
     Loans in accordance with Section 2.8(c)(v).

               (iii) If a Lock-up Event occurs in respect of any Calculation
     Date during the EBITDA Test Period, the Borrower shall promptly (and in any
     event not later than two (2) Business Days after the Borrower has delivered
     a certified calculation of the EBITDA as of such Calculation Date pursuant
     to Section 6.1(a)(vi)), transfer to the Collateral Agent for deposit in the
     Special Reserve Account cash in an amount equal to the Excess Cash Flow as
     of such Calculation Date and, on each succeeding Calculation Date occurring
     during the Lock-up Period, cash in an amount equal to the Excess Cash Flow
     as of such Calculation Date, for application to the mandatory prepayment of
     Loans in accordance with Section 2.8(c)(v).

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

          (h) Payments of Indebtedness. None of the Borrower or its Subsidiaries
shall (i) prepay, redeem, purchase, defease or otherwise acquire or satisfy in
any manner prior to the scheduled due date thereof any Indebtedness (other than
Permitted Indebtedness so long as no Default or Event of Default is then
existing or would result from such prepayment, and the Obligations); (ii) amend,
modify or otherwise change the terms of any document, instrument or agreement
evidencing Indebtedness (other than Permitted Indebtedness so long as no Default
or Event of Default is then existing or would result from such prepayment, and
the Obligations) so as to accelerate any scheduled payment thereof or (iii)
without limiting the generality of the provisions of Section 6.2(m), amend,
modify or otherwise change the payment terms of the


                                       55

<PAGE>

Acquisition Agreements in a manner materially adverse to the Borrower without
the prior consent of the Administrative Agent acting at the direction of the
Required Lenders.

          (i)  ERISA. None of the Borrower or its Subsidiaries shall:

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

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

               (iii) incur or allow to exist any accumulated funding deficiency
     (within the meaning of section 412 of the IRC or section 302 of ERISA);

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

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

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

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

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

          (k) Accounts. None of the Borrower or its Subsidiaries shall maintain
banking accounts or securities accounts other than (i) the Accounts, (ii) the
bank accounts and securities accounts listed in Schedule 5.26, and (iii)
additional bank accounts and securities accounts established after the Closing
Date for the working capital needs of the Borrower or any of its Subsidiaries
which are subject to control agreements, upon terms and provisions satisfactory
to the Administrative Agent, which have been executed by the applicable Loan
Party, the Collateral Agent and the depositary bank or securities intermediary
at which such account is maintained.

          (l) Accounting Changes. None of the Borrower or its Subsidiaries shall
change (i) its fiscal year (currently January 1 through December 31) or (ii) its
accounting practices except as required by GAAP.


                                       56

<PAGE>

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

          (n) Joint Ventures. None of the Borrower or its Subsidiaries shall
enter into any Joint Venture.

          (o) Management Fees; Non-Cash Allocations. None of the Borrower or its
Subsidiaries shall pay any management fees other than (i) management fees paid
by a Loan Party to another Loan Party or Loan Parties and (ii) third-party
facility management fees approved by the Board of Directors of the Borrower and
the Administrative Agent (such approval by the Administrative Agent not to be
unreasonably withheld); provided that the foregoing shall not preclude
reasonable non-cash allocation of costs to the Borrower by MIC.

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

          (q) Sales and Leaseback; off-Balance Sheet Financing. None of the
Borrower or its Subsidiaries shall engage in (i) any sale and leaseback
transaction with respect to any of its Property of any character, whether now
owned or hereafter acquired or (ii) any off-balance sheet transaction or other
similar transaction.

          (r) Expansion Capital Expenditures. None of the Borrower or its
Subsidiaries shall incur or pay for any Expansion Capital Expenditures unless
such expenditures are paid with funds transferred from the Distribution Account,
financed by Indebtedness permitted in accordance with Section 6.2(a)(iv) or
funded by equity contributions made by the Investor.

                                  ARTICLE VII

                           EVENTS OF DEFAULT; REMEDIES


                                       57

<PAGE>

     Section 7.1. Events of Default.

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

          (a) (i) the Borrower shall fail to pay any principal of any Loan or
any Reimbursement Obligation or any Hedging Termination Obligation when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise, or (ii) the Borrower shall fail
to pay any interest on any Loan or any Hedging Obligation, when and as the same
shall become due and payable, or shall fail to transfer any amounts to the
Collateral Agent when and as required in accordance with Section 6.1(q) and such
failure shall continue unremedied for a period of three (3) Business Days, or
(iii) the Borrower shall fail to pay any fee or any other amount (other than the
amounts referred to in clause (i) or (ii) above), and such failure shall
continue unremedied for a period of three (3) Business Days after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the
request of the Required Lenders); provided that no Event of Default shall occur
pursuant to this Section 7.1(a)(i) with respect to any failure to prepay Loans
pursuant to Section 2.8(c)(vi) unless such failure shall continue unremedied for
a period of six (6) consecutive months.

          (b) the Borrower shall fail to comply with any covenant or agreement
contained in Section 6.1(d), Section 6.1(g), Section 6.1(h)(i), Section 6.1(i),
Section 6.1(j), Section 6.1(k), or Section 6.2; or

          (c) at any time, funds on deposit in any Account are used by or on
behalf of the Borrower other than for the purposes expressly specified in this
Agreement or are withdrawn by or at the direction of the Borrower other than as
expressly permitted pursuant to the Collateral Agency Agreement; or

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

          (e) any insurance required to be maintained pursuant to Section 6.1(e)
of this Agreement is terminated, ceases to be valid and in full force and effect
or is amended or otherwise modified in any manner so as could reasonably be
expected to have a Material Adverse Effect, unless replacement insurance with
coverages and other terms substantially similar to the previous insurance and
meeting the requirements of Section 6.1(e) of this Agreement is procured within
thirty (30) days of such event.

          (f) the Borrower or any other Loan Party shall fail to comply with any
covenant or agreement under this Agreement or under any other Loan Document
(other than those specified in subsections (a), (b), (c), (d) or (e) above), and
such failure is not remedied within 30 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of the Required Lenders) or, if the failure is capable of remedy, such longer
period as may be agreed to between the Administrative Agent in its discretion
and the applicable Loan Party so long as the applicable Loan Party is diligently
pursuing such remedy


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<PAGE>

and such extension of time does not result or could not reasonably be expected
to result in a Material Adverse Effect; or

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

          (h) any of the Borrower or its Subsidiaries shall (i) fail to make any
payment on account of any Indebtedness of such Person (other than the
Obligations or Permitted Subordinated Indebtedness) when due (whether at
scheduled maturity, by required prepayment, upon acceleration or otherwise) and
such failure shall continue beyond any grace period provided with respect
thereto, if the amount of such Indebtedness exceeds $500,000 or the effect of
such failure is to cause, or permit the holder or holders thereof to cause, such
Indebtedness of the Borrower or any of its Subsidiaries (other than the
Obligations or Permitted Subordinated Indebtedness) in an aggregate amount
exceeding $500,000 to become redeemable, liquidated, due or otherwise payable
(whether at scheduled maturity, by required prepayment, upon acceleration or
otherwise) and/or to be secured by cash collateral or (ii) otherwise fail to
observe or perform any agreement, term or condition contained in any agreement
or instrument relating to any Indebtedness of such Person (other than the
Obligations or Permitted Subordinated Indebtedness), or any other event shall
occur or condition shall exist, if the effect of such failure, event or
condition is to cause, or permit the holder or holders thereof to cause, such
Indebtedness of the Borrower or any of its Subsidiaries (other than the
Obligations or Permitted Subordinated Indebtedness) in an aggregate amount
exceeding $500,000 to become redeemable, liquidated, due or otherwise payable
(whether at scheduled maturity, by required prepayment, upon acceleration or
otherwise) and/or to be secured by cash collateral; or

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

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


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<PAGE>

          (k) a final judgment that is not covered by available insurance as
acknowledged in writing by the provider of such insurance or as certified to the
Administrative Agent by an independent insurance broker or carrier satisfactory
to the Administrative Agent is entered against any of the Borrower or its
Subsidiaries in excess of $500,000 and such judgment remains unsatisfied without
procurement of a stay of execution for more than 30 days after its entry; or

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

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

          (n) a Change of Control shall occur; or

          (o) any party to a Material Contract shall fail to perform or observe
in any respect the terms, covenants, obligations or conditions contained in such
Material Contract or shall materially breach or otherwise be in default under
such Material Contract, which failure, breach or default shall have remained
unremedied beyond the applicable grace or cure period, if any, provided in such
Material Contract, and such failure continues for a period of 30 days after
notice from the Administrative Agent or, if the failure is capable of remedy,
such longer period as may be agreed to between the Administrative Agent in its
discretion and the applicable Loan Party so long as the applicable party is
diligently pursuing such remedy and such extension of time does not or could not
reasonably be expected to result in a Material Adverse Effect; provided that any
such event occurring with respect to a party other than a Loan Party shall be
deemed an Event of Default only if such event had or could reasonably be
expected to have a Material Adverse Effect; or

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


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<PAGE>

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

          (r) any Governmental Authorization necessary (i) for the execution,
delivery and performance by any Loan Party of any of the Loan Documents or
Material Documents to which it is a party, or for the performance by any such
Loan Party of its material rights and obligations thereunder or (ii) for the
ownership, leasing or operation of any material portion of the business of the
Loan Parties (determined on a consolidated basis) as conducted as of the Closing
Date, shall be revoked, terminated, withdrawn, suspended or materially modified,
unless such Governmental Authorization is reinstated within ten (10) days after
the occurrence of such event (or such longer period as is necessary to reinstate
such Governmental Authorization, so long as the applicable Loan Party is
diligently pursuing such reinstatement and such extension of time does not
result or could reasonably be expected to result in a Material Adverse Effect);
or

          (s) any substantial portion of the Property of the Borrower or any of
its Subsidiaries (determined on a consolidated basis) is seized, condemned,
nationalized or appropriated without fair value being paid therefor (or made up
through equity contributions) so as to allow replacement of such Property and/or
prepayment of Obligations and to allow the Borrower in the Administrative
Agent's reasonable judgment to continue satisfying its obligations hereunder and
under the other Loan Documents; or

          (t) the Backward Debt Service Coverage Ratio shall be less than or
equal to 1.20 to 1.00 as of the end of any fiscal quarter of the Borrower; or

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

     Any Event of Default referred to in Section 7.1(o), (p) or (q) affecting
one or more FBOs (other than a Non-Eligible FBO) may, at any time prior to
acceleration of the Loans under Section 7.2(a)(ii), be cured by prepayment in
accordance with Section 2.8(b) of a portion of the Term Loans equal to (i) the
Term Loans outstanding as of the date on which such Event of Default occurred
multiplied by (ii) the Proportional EBITDA Contribution of such FBO(s),
whereupon the Borrower Subsidiary or Borrower Subsidiaries party to the FBO
Leases at the affected FBO locations shall be released from the Loan Documents;
provided that such method of cure may be exercised as to any FBO only if the
Proportional EBITDA Contribution of such FBO, when added to the Proportional
EBITDA Contribution of any other FBO(s) as to which such method of cure is
concurrently exercised, does not exceed the Maximum Release Percentage. Any such
prepayment shall be made solely out of Cash Available for Distribution as of the
end of the most recent fiscal quarter of the Borrower or from new equity
contributions from the Investor to the Borrower, or a combination thereof. For
the avoidance of doubt, the cure right permitted by this paragraph shall not be
available with respect to the Non-Eligible FBOs, and may not be exercised more
than once during the period from the Term Loan


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Disbursement Date through and including the date on which all Obligations have
been indefeasibly paid in full and the Commitments under this Agreement have
terminated.

     Section 7.2. Remedies Upon Event of Default.

          (a) If any Event of Default occurs and is continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall:
(i) by notice to the Borrower, declare the Commitments to be terminated,
whereupon the same shall forthwith terminate (except that any such termination
shall not affect the obligation of each Revolving Loan Lender to reimburse the
Issuing Bank in respect of any Drawing under a Letter of Credit issued pursuant
to Section 2.13 prior to such termination); (ii) by notice to the Borrower,
declare the entire unpaid principal amount of the Loans (together with all
accrued and unpaid interest thereon and any other amount then due under the Loan
Documents) and all other Obligations to be forthwith due and payable, whereupon
such amounts shall become and be forthwith due and payable, without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly waived
by the Borrower; and/or (iii) instruct the Collateral Agent to foreclose on any
or all of the Collateral and/or proceed to enforce all remedies available to the
Administrative Agent (or Collateral Agent) pursuant to the Loan Documents or
otherwise as a matter of law. Notwithstanding the foregoing, if an Event of
Default referred to in Section 7.1(i) or (j) shall occur with respect to the
Borrower, automatically and without notice the actions described in clauses (i)
and (ii) above shall be deemed to have occurred.

          (b) Without limiting the rights of the Administrative Agent set forth
in paragraph (a) above or elsewhere in this Agreement, if any Event of Default
or Revolver Event of Default occurs and is continuing, the Revolving Loan Lender
(with respect to the Revolving Loans only and irrespective of any action or
inaction taken with respect to the Term Loans) may, by notice to the Borrower
(in the case of a Revolver Event of Default which is not otherwise an Event of
Default, given not later than fifteen (15) days of the Revolving Loan Lender
receiving written notice of the occurrence of such Revolver Event of Default),
(i) declare the Revolving Loan Commitments to be terminated, whereupon the same
shall forthwith terminate (except that any such termination shall not affect the
obligation of the Revolving Loan Lender to reimburse the Issuing Bank in respect
of any Drawing under a Letter of Credit issued pursuant to Section 2.13 prior to
such termination); and/or (ii) declare the entire unpaid principal amount of the
Revolving Loans (together with all accrued and unpaid interest thereon and any
other amount then due under the Loan Documents) and all other Obligations owing
to the Revolving Loan Lender to be forthwith due and payable, whereupon such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly waived
by the Borrower. Any such acceleration of the Obligations owed to the Revolving
Loan Lender shall not alter or affect the limitations on remedies specified in
paragraph (c) below.

          (c) Subject to paragraph (d) below, no Financing Party may, except
with the prior consent of the Required Lenders (i) enforce any security interest
created or evidenced by any Security Document or require the Administrative
Agent to enforce any such security interest (provided that the foregoing shall
not limit any right of setoff by a Lender permitted hereunder); (ii) sue for or
institute any creditor's process (including an injunction, garnishment,
execution or levy, whether before or after judgment) in respect of any
Obligation (whether or not for the


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payment of money) owing to it under or in respect of any Loan Document; (iii)
take any step for the winding-up, administration of or dissolution of, or any
insolvency proceeding in relation to, the Borrower, or for a voluntary
arrangement, scheme of arrangement or other analogous step in relation to the
Borrower, or (iv) apply for any order for an injunction or specific performance
in respect of the Borrower in relation to any of the Loan Documents.

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

     Section 7.3. Waiver of Event of Default.

     Any Event of Default may be waived as provided in Section 10.1. No waiver
of any Event of Default shall constitute a waiver of any other or any succeeding
Event of Default except to the extent specifically provided in such waiver.

                                  ARTICLE VIII

                              ADMINISTRATIVE AGENT

     Section 8.1. Appointment and Authorization of Administrative Agent.

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


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     Section 8.2. Delegation of Duties.

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

     Section 8.3. Liability of Administrative Agent.

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

     Section 8.4. Reliance by Administrative Agent.

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


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     Section 8.5. Notice of Default.

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

     Section 8.6. Credit Decision; Disclosure of Information.

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


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     Section 8.7. Indemnification.

     To the extent that the Borrower fails to pay any amount required to be paid
by it to the Administrative Agent or any Indemnitee, each Financing Party
severally agrees to pay to the Administrative Agent or such Indemnitee such
Financing Party's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount. The undertaking in this Section 8.7 shall survive termination of the
Commitments, the payment of all Obligations and the resignation of the
Administrative Agent.

     Section 8.8. Administrative Agent in Its Individual Capacity.

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

     Section 8.9. Collateral Agency Agreement.

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

     Section 8.10. Successor Administrative Agent.

     The Administrative Agent may resign as Administrative Agent upon 30 days'
prior written notice to the Lenders, and the Administrative Agent may be removed
at any time for cause by the Required Lenders. If the Administrative Agent
resigns under this Agreement or if the Administrative Agent is removed, the
Required Lenders shall appoint from among the


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Lenders a successor administrative agent for the Lenders, which successor
administrative agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor administrative
agent is appointed prior to the effective date of the resignation or removal of
the Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent, and the retiring Administrative Agent's appointment,
powers and duties as Administrative Agent shall be terminated. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VIII and Section 10.3 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement. If no successor administrative
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation or
removal, the retiring Administrative Agent's resignation or removal shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

     Section 8.11. Lead Arrangers.

     The Lead Arrangers shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, to the extent it is a
Lender or the Administrative Agent, those applicable to all Lenders or the
Administrative Agent, as the case may be, as such. Each Lender acknowledges that
it has not relied, and will not rely, on the Lead Arrangers in deciding to enter
into this Agreement or in taking or not taking action hereunder.

                                   ARTICLE IX

                              HEDGING ARRANGEMENTS

     Section 9.1. Hedging Payments.

     Each Hedging Bank agrees that it shall not (i) demand (other than as may be
necessary in order to exercise any right to terminate any Hedging Transaction
pursuant to a Hedging Agreement as permitted under Section 9.2 or required under
Section 9.3) or receive payment, prepayment or repayment of, or any distribution
in respect of, or on account of, any of the Hedging Obligations in cash or in
kind, or apply any money or property in or towards the discharge of any Hedging
Obligations except for scheduled payments arising under the terms of the Hedging
Agreements, or (ii) permit to exist or receive any security interest or any
financial support (including the giving of any guarantee or the making of any
deposit or payment) for or in respect of any of the Hedging Obligations other
than under the Loan Documents.


                                       67
<PAGE>

     Section 9.2. Voluntary Termination.

     Each Hedging Bank agrees that it may terminate a Hedging Transaction
pursuant to a Hedging Agreement only upon the occurrence of any of the following
events: (i) the Administrative Agent has declared that all of the amounts
outstanding under the Loan Documents are immediately due and payable or such
acceleration has occurred without notice from the Administrative Agent pursuant
to Section 7.2(a), (ii) the Required Lenders have directed the Administrative
Agent to seek a lifting of the automatic stay or any other stay in any
Bankruptcy Proceeding so as to permit an acceleration of all of the amounts
outstanding under the Loan Documents pursuant to Section 7.2(a), (iii) early
termination is permitted in accordance with the terms of such Hedging Agreement
by the Hedging Bank in the event it becomes unlawful for such Hedging Bank to
perform any absolute or contingent obligation under such Hedging Agreement, (iv)
early termination is permitted in accordance with the terms of such Hedging
Agreement upon the occurrence of a tax event or tax event upon merger, (v) the
Administrative Agent has requested such termination in accordance with Section
9.3, (vi) the Loans are repaid in full, or (vii) an Event of Default occurs
under Section 7.1(a) with respect to the Hedging Agreements entered into by such
Hedging Bank.

     Section 9.3. Involuntary Termination or Reduction.

          (a) If the Administrative Agent has declared that all of the amounts
outstanding under the Loan Documents are immediately due and payable or such
acceleration has occurred without notice from the Administrative Agent pursuant
to Section 7.2(a), each Hedging Bank agrees that, at the written request of the
Administrative Agent (acting at the direction of the Required Lenders), such
Hedging Bank shall exercise its rights to terminate all hedging transactions
under each Hedging Agreement to which it is a party.

          (b) If the aggregate notional amounts hedged under the Hedging
Agreements exceed by more than ten percent (10%) of the aggregate principal
amount of the Loans for a period of more than sixty (60) days, the Borrower
shall reduce the amounts hedged under the Hedging Agreements (allocated ratably
among the Hedging Agreements according to the respective amounts hedged
thereunder) to a level equal to 100% of the Loans outstanding.

     Section 9.4. Agreement to be Bound by Loan Documents; Benefit of Lien of
Security Documents.

     By entering into a Hedging Agreement entitling it to the benefits of the
Loan Documents, each Hedging Bank shall be deemed to have agreed to be bound by
the provisions set forth in this Agreement and the Collateral Agency Agreement
applicable to Hedging Banks and Financing Parties. So long as the terms thereof
are in compliance with this Agreement, each Hedging Agreement shall be secured
by the Liens created by the Security Documents on a pari passu basis.

                                   ARTICLE X

                                  MISCELLANEOUS


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<PAGE>

     Section 10.1. Amendments; Waivers.

          (a) No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Borrower or any
other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or other applicable Loan Party, as the case
may be, and acknowledged by the Administrative Agent; provided that no such
amendment, waiver or consent shall: (i) extend or increase the Commitment of any
Lender without the written consent of such Lender; (ii) postpone any date fixed
by this Agreement or any other Loan Document for any payment or mandatory
prepayment of principal, interest, fees or other amounts due to the Lenders (or
any of them), or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender directly affected thereby; (iii)
reduce the principal of, or the rate of interest specified herein on, any Loan,
or any fees or other amounts payable hereunder or under any other Loan Document,
or change any financial ratio or the manner of calculation of any financial
ratio (including any change in any applicable defined term) used in determining
the amount of any mandatory prepayment that would result in a reduction of any
such prepayment, without the written consent of each Lender directly affected
thereby; (iv) change Section 2.12 in a manner that would alter the pro rata
sharing of payments required thereby without the written consent of each Lender;
(v) change any provision of this Section 10.1 or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; (vi) release any Guarantor from the Subsidiary Guaranty, or (vii)
release all or any material part of the Collateral without the written consent
of each Lender and Hedging Bank (except that (A) any release in connection with
a sale or other disposition of Collateral authorized by Section 6.2(c) shall not
require the approval of any Lender or Hedging Bank) and (B) any amendment,
waiver or consent which modifies the terms of Section 6.2(c) (including any
modification relating to the prepayment of proceeds from any such sale or other
disposition) shall require the consent of the Required Lenders); and provided,
further, that (A) no amendment, waiver or consent shall, without the written
consent of the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document, (B) no amendment, waiver or consent shall, without the
written consent of the Issuing Bank in addition to the Lenders required above,
affect the rights or duties of the Issuing Bank under this Agreement or any
other Loan Document (C) no amendment, waiver or consent shall, without the
written consent of each Hedging Bank directly affected thereby in addition to
the Lenders required above, affect the rights or duties of such Hedging Bank
under this Agreement or any other Loan Document, and (D) any separate fee
agreement between the Borrower and the Administrative Agent in its capacity as
such or between the Borrower and the Lead Arrangers in their capacities as such
may be amended or modified by such parties; and provided, further, that any
waiver of conditions precedent set forth in Section 4.1(h) which relate to the
perfection of a security interest in Collateral can be waived by the
Administrative Agent in its discretion, provided that such condition shall
instead be satisfied after the Term Loan Disbursement Date, and within time
periods established by the Administrative Agent in its discretion; and provided,
further, that (A) no amendment, waiver or consent shall, without the written
consent of the Revolving Loan Lender, in addition to the Lenders required above,
be effective for purposes of determining the obligation of the Revolving Loan
Lender to make Revolving Loans or the existence or non-existence of a Revolver
Event of Default, or the rights of the Revolving Loan Lender specified in


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<PAGE>

Section 7.2(b), and (B) no amendment, waiver or consent shall, without the
written consent of the Issuing Bank, in addition to the Lenders required above,
be effective for purposes of determining the obligation of the Issuing Bank to
issue Letters of Credit.

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

     Section 10.2. Notices.

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

               (i) if to the Borrower:

               North America Capital Holding Company
               6504 International Parkway
               Suite 1100
               Plano, Texas 75093
               Attention: Chris C. Dierks
               Telephone: (972) 447-4205
               Facsimile: (972) 447-4229

               with a copy to:

               Macquarie Infrastructure Company Inc.
               125 West 55th Street
               New York, New York 10019
               Attention: David Mitchell
               Telephone: (212) 548-2753
               Facsimile: (212) 581-8037


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<PAGE>

               and

               Pillsbury Winthrop Shaw Pittman LLP
               1650 Tysons Boulevard
               McLean, Virginia 22102
               Attention: Craig E. Chason, Esq.
               Telephone: (703) 770-7947
               Facsimile: (703) 770-7901

               (ii) if to the Administrative Agent:

               Mizuho Corporate Bank, Ltd.
               Project Finance
               1251 Avenue of the Americas, 32 Fl.,
               New York, New York 10020
               Attention: Willie Freeman, Vice President
               Telephone: (212) 282-3547
               Facsimile: (212) 282-3618

               and

               Mizuho Corporate Bank, Ltd.
               Loan Administration
               1800 Plaza Ten
               Jersey City, New Jersey 07311
               Attention: Betty Ali, Vice President
               Telephone: (201) 626-9820
               Facsimile: (201) 626-9935

               (iii) if to the Revolving Loan Lender or the Issuing Bank:

               Mizuho Corporate Bank, Ltd.
               Loan Administration
               1800 Plaza Ten
               Jersey City, New Jersey 07311
               Attention: Betty Ali, Vice President
               Telephone: (201) 626-9820
               Facsimile: (201) 626-9935

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

          (b) Loan Documents may be transmitted and/or signed by facsimile. The
effectiveness of any such documents and signatures shall, subject to applicable
Legal Requirements, have the same force and effect as manually-signed originals
and shall be binding on all Loan Parties, the Administrative Agent and the
Lenders. The Administrative Agent may


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<PAGE>

also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided that the failure to request or
deliver the same shall not limit the effectiveness of any facsimile document or
signature.

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

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

     Section 10.3. Expenses; Indemnity; Damage Waiver.

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

          (b) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, and each of the officers, directors, employees, agents,
attorneys-in-fact and Affiliates of any of the foregoing Persons (each such
Person being called an "INDEMNITEE") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of any Loan Document or
any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated thereby, (ii) any Commitment, Loan
or Letter of Credit issued pursuant to Section 2.13 or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under any such Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by any Loan Party, or liability under
any Environmental Laws related in any way to any Loan Party, or (iv) any actual
or


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<PAGE>

prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. As
used in this clause (b), the term "fees, charges and disbursements of any
counsel for any Indemnitee" shall include allocable costs and expenses of such
Indemnitees's in-house legal counsel and staff (to the extent in substitution
for, and not duplicative of, outside counsel and outside appraisal, audit,
environmental and other similar services).

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

          (d) All amounts due under this Section 10.3 shall be payable not later
than ten (10) Business Days after written demand therefor.

          (e) The agreements in this Section 10.3 shall survive the termination
of the Commitments and repayment of all other Obligations.

     Section 10.4. Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this Section 10.4. Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section 10.4) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) (i) Any Lender may assign to one or more Eligible Assignees
approved by the Administrative Agent and (so long as no Event of Default is
continuing) the Borrower (which approvals shall not be unreasonably withheld or
delayed) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that (A) no approval of the Administrative Agent shall be required
for any assignment to an assignee that is a Lender immediately prior to giving
effect to such assignment, (B) each assignee Lender shall provide appropriate
assurances and indemnities to the Issuing Bank as it may reasonably require with
respect to any continuing obligation to


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<PAGE>

purchase participation interests in any Drawing or other Reimbursement
Obligation, (C) except in the case of an assignment to a Lender or an Affiliate
of a Lender or an assignment of the entire remaining amount of the assigning
Lender's Loans and Commitment, the amount of the Loans and Commitment of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents; (D) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement; (E) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Assumption, together with a processing and recordation fee of $3,500 and any
required tax forms; and (F) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.

               (ii) Subject to acceptance and recording thereof pursuant to
     paragraph (b)(iv) of this Section 10.4, from and after the effective date
     specified in each Assignment and Assumption the assignee thereunder shall
     be a party hereto and, to the extent of the interest assigned by such
     Assignment and Assumption, have the rights and obligations of a Lender
     under this Agreement, and the assigning Lender thereunder shall, to the
     extent of the interest assigned by such Assignment and Assumption, be
     released from its obligations under this Agreement (and, in the case of an
     Assignment and Assumption covering all of the assigning Lender's rights and
     obligations under this Agreement, such Lender shall cease to be a party
     hereto but shall continue to be entitled to the benefits of Sections 3.1,
     3.3, 3.4 and 10.3). Upon request, the Borrower (at its expense) shall
     execute and deliver a Note to the assignee Lender. Any assignment or
     transfer by a Lender of rights or obligations under this Agreement that
     does not comply with this Section 10.4 shall be treated for purposes of
     this Agreement as a sale by such Lender of a participation in such rights
     and obligations in accordance with paragraph (c) of this Section 10.4.

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

               (iv) Upon its receipt of a duly completed Assignment and
     Assumption and required tax forms executed by an assigning Lender and an
     Eligible Assignee, the assignee's completed Administrative Questionnaire
     (unless the assignee shall already be a Lender hereunder) and the
     processing and recordation fee referred to in paragraph (b)(i) of this
     Section 10.4, the Administrative Agent shall accept such Assignment and
     Assumption and record the information contained therein in the Register. No
     assignment


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<PAGE>

     shall be effective for purposes of this Agreement unless it has been
     recorded in the Register as provided in this paragraph.

          (c) (i) Any Lender may, without the consent of or notice to the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (each, a "PARTICIPANT") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.1(a) that affects such Participant. Subject to Paragraph (c)(ii) of this
Section 10.4, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.1, 3.3 and 3.4 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to Paragraph (b) of this
Section 10.4.

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

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section 10.4 shall not apply to any such pledge
or assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

     Section 10.5. Confidentiality.

     Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any Governmental
Authority, (c) to the extent


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<PAGE>

required by applicable laws or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement or any other Loan Document,
(e) in connection with the exercise of any remedies hereunder or under any other
Loan Document or any suit, action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section 10.5, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or its advisers, or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information becomes publicly available other than as a result of
a breach of this Section 10.5. For the purposes of this Section, "INFORMATION"
means all information received from the Borrower relating to any Loan Party or
its business, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrower or any of its Affiliates that is not prohibited from
transmitting the information to the Administrative Agent or such Lender by a
contractual or legal obligation. Any Person required to maintain the
confidentiality of Information as provided in this Section 10.5 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

     Section 10.6. Limitation on Interest.

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

     Section 10.7. Right of Setoff.

     If an Event of Default shall have occurred and be continuing, each Lender
and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured;
provided that if any such set off is effected prior to acceleration of the Loans
pursuant to Section 7.2 and all Events of Default are cured prior to any such
acceleration, such set off (other than any portion thereof that has been applied
against


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<PAGE>

matured Obligations) shall be rescinded and the deposits and other amounts so
set off (other than such portion) shall be restored to the Borrower, without
interest, not later than three (3) Business Days after the Administrative Agent
has notified the Lenders in writing that no Event of Default is continuing or,
if the benefit of such set off has been shared by the Lenders in accordance with
Section 2.12, promptly after such Lender receives the corresponding payments
from other Lenders. The rights of each Lender under this Section 10.7 are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     Section 10.8. Nonliability of Lenders.

     The Borrower acknowledges and agrees that:

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

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

     Section 10.9. Limitation of Recourse.

     There shall be full recourse to the Borrower and all of its assets and
properties for the liabilities of the Borrower under this Agreement, any Notes
and the other Loan Documents, subject to clauses (i) and (iv) of the following
sentence, in no event shall the Investor or any of their Affiliates (other than
any Loan Party) (collectively, the "NON-RECOURSE PARTIES"), or any officer or
director of the Borrower, be personally liable or obligated for such liabilities
and obligations of the Borrower, except as may be specifically provided in any
other Loan Document to which such Non-Recourse Party is a party. Nothing herein
contained shall limit or be construed to (i) release any Non-Recourse Party from
liability for its fraudulent actions or misappropriation of funds by it or
willful misconduct or for reimbursement of any Distribution made to it in
violation of Section 6.2(f), or from any of its obligations or liabilities under
any agreement executed by such Non-Recourse Party in its individual capacity in
connection with any Loan Document, (ii) limit or impair the exercise of remedies
with respect to any Collateral, (iii) limit the liability of any Person who is a
party to a Loan Document with respect to such


                                       77

<PAGE>

liability as may arise by reason of the terms and conditions of such Loan
Document (but subject to any limitation of liability contained in such Loan
Document), or (iv) require the Financing Parties to indemnify the Non-Recourse
Parties for liabilities or claims that may be independently asserted against
them. The provisions of this Section 10.9 shall survive the termination of this
Agreement.

     Section 10.10. Integration.

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

     Section 10.11.    Survival of Representations and Warranties.

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

     Section 10.12. Governing Law.

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

     Section 10.13. Submission To Jurisdiction; Waiver of Jury Trial.

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

          (b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter


                                       78

<PAGE>

have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (a) of this
Section 10.13. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

          (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.2. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

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

     Section 10.14. Severability.

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

     Section 10.15. Headings.

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

     Section 10.16. Counterparts.

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

                           [signature pages to follow]


                                       79
<PAGE>

     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.

                                        NORTH AMERICA CAPITAL HOLDING COMPANY,
                                        as Borrower


                                        By: /s/ Peter Stokes
                                            ------------------------------------
                                        Name: Peter Stokes
                                        Title: President


                                        By: /s/ Heidi Mortensen
                                            ------------------------------------
                                        Name: Heidi Mortensen
                                        Title: Secretary

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Administrative Agent


                                        By: /s/ Peter Capitelli
                                            ------------------------------------
                                        Name: Peter Capitelli
                                        Title: Senior Vice President

<PAGE>

                                        THE GOVERNOR AND COMPANY OF THE
                                        BANK OF IRELAND,
                                        as Term Loan Lender


                                        By: /s/ James Tremant
                                            ------------------------------------
                                        Name: James Tremant
                                        Title: Director


                                        By: /s/ David Donnelly
                                            ------------------------------------
                                        Name: David Donnelly
                                        Title: Director

<PAGE>

                                        BAYERISCHE LANDESBANK,
                                        New York Branch, as Term Loan Lender


                                        By: /s/ Thomas Augustin
                                            ------------------------------------
                                        Name: Thomas Augustin
                                        Title: Vice President


                                        By: /s/ Norman McClave
                                            ------------------------------------
                                        Name: Norman McClave
                                        Title: First Vice President

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Term Loan Lender


                                        By: /s/ Peter Capitelli
                                            ------------------------------------
                                        Name: Peter Capitelli
                                        Title: Senior Vice President

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Revolving Loan Lender
                                        and Issuing Bank


                                        By: /s/ Peter Capitelli
                                            ------------------------------------
                                        Name: Peter Capitelli
                                        Title: Senior Vice President

<PAGE>

                                        MACQUARIE BANK LIMITED,
                                        as Term Loan Lender


                                        By: /s/ John Anthony
                                            ------------------------------------
                                        Name: John Anthony
                                        Title: Manager


                                        By: /s/ Tim Hallam
                                            ------------------------------------
                                        Name: Tim Hallam
                                        Title: Associate Director,
                                               Investment Banking Group

<PAGE>

                                                                      APPENDIX A

                     DEFINITIONS AND RULES OF INTERPRETATION

<PAGE>

                           SCHEDULES TO LOAN AGREEMENT

Unless the context otherwise requires, all capitalized terms used in these
disclosure Schedules shall have the respective meanings assigned to them in this
Agreement. No reference to or disclosure of any item or other matter in these
Schedules shall be construed as an admission or indication that such item or
other matter is material or that such item or other matter is required to be
referred to or disclosed pursuant to this Agreement. Certain agreements and
other matters are listed herein, notwithstanding the fact that, because they do
not rise above applicable materiality thresholds or otherwise, they are not
required to be listed by the terms of this Agreement. No reference or listing in
these Schedules to any agreement or document shall be construed as an admission
or indication that such agreement or document is enforceable or currently in
effect or that there are any obligations remaining to be performed or any rights
that may be exercised under such agreement or document (provided that such
statement does not limit any representation or warranty contained in any Loan
Document to the effect that any agreement or document is enforceable against any
Person or is in full force and effect). References to any document herein that
has been previously delivered to the Administrative Agent or to Orrick,
Herrington & Sutcliffe LLP are qualified in their entirety by the document
itself.

The disclosures contained in these schedules are intended only to list those
items required to be listed in the Sections of this Agreement corresponding to
the number of the schedule, and to qualify and limit the representations and
warranties of the Borrower contained in this Agreement, and shall not be deemed
to expand in any way the scope or effect of any of such representations or
warranties.
<PAGE>

                                                                    Schedule A-1
                                                               to Loan Agreement

                                  SCHEDULE A-1

                                   FBO LEASES

MIDWAY

1.   Facilities Lease and Use Agreement dated as of September 23, 2003, between
     the City of Chicago and Atlantic Aviation Corporation for property located
     at Chicago Midway Airport.

TETERBORO

2.   Use and Occupancy Agreement dated as of January 1, 1986, between Johnson
     Controls World Services, Inc. (successor by assignment to Pan American
     World Airways, Inc.) and Atlantic Aviation Corporation (successor by
     assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988,
     January 23, 1995, May 27, 1999 and August 23, 2000, for property located at
     Teterboro Airport.

3.   Use and Occupancy Agreement dated as of February 14, 1979, between Johnson
     Controls World Services Inc. (successor by assignment to Pan American World
     Airways, Inc.) and Atlantic Aviation Corporation, as amended and
     supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18,
     1999, August 1, 1999, and August 23, 2000, for property located at
     Teterboro Airport.

BRIDGEPORT

4.   Lease and Operation Agreement dated as of September 1, 1995, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 1 and
     2).

5.   Lease and Operation Agreement dated as of September 5, 2002, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 3 and
     4).

HARTFORD

6.   Operating Agreement dated as of May 2, 1996, between the State of
     Connecticut Department of Transportation and Brainard Airport Services,
     Inc. d/b/a Million Air for management of Air One, Inc. and Charter Oak
     Aviation, Inc. at Hartford-Brainard Airport.

7.   Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport. Brainard was assigned Air One's obligations
     under a January 11, 1999, Purchase Agreement.

8.   Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended


                                  Sched.A-1-1

<PAGE>

     on February 26, 1991, July 21, 1995, and October 6, 1999, for property
     located at Hartford-Brainard Airport.

PHILADELPHIA AND NORTHEAST PHILADELPHIA

9.   Lease Development, & Operating Agreement dated as of December 8, 1998,
     between City of Philadelphia and Atlantic Aviation Flight Support, Inc.
     (f/k/a Atlantic Aviation PHL, Inc.), as amended on May 27, 1999, July 1,
     1999, October 6, 1999, September 29, 2000, September 6, 2001, and
     _________, 2001 (Sixth Amendment), for properties located at Philadelphia
     International Airport and Northeast Philadelphia Airport.

HOBBY

10.  Lease Agreement dated August 25, 1970, between City of Houston and Atlantic
     Aviation Corporation, as amended and supplemented on February 3, 1972, July
     19, 1972, October 19, 1976, February 12, 1979, and November 2, 2000
     (countersigned date), for property located at William P. Hobby Airport.

11.  Lease Agreement dated as of November 9, 1993, between City of Houston and
     Atlantic Aviation Corporation, as amended on February 6, 1997, for property
     located at William P. Hobby Airport.

FARMINGDALE

12.  Lease Agreement dated November 19, 1987, between the New York State
     Department of Transportation and Flightways of Long Island, Inc., as
     amended on January 21, 1992, October 15, 1992, September 30, 1993, May 10,
     1993, February 11, 1994, and December 24, 1997, for property located at
     Republic Airport.

NEW ORLEANS INTERNATIONAL AIRPORT

13.  Lease dated September 7, 1977, between City of New Orleans and General
     Aviation Corporation, as amended on November 5, 1986, for property located
     at New Orleans International Airport.

14.  FBO Lease and Use Agreement dated effective March 23, 2001, between New
     Orleans Aviation Board and General Aviation, L.L.C., successor by merger to
     General Aviation Corporation, as amended on March 22, 2002, for property
     located at New Orleans International Airport.

NEW ORLEANS LAKEFRONT

15.  Contract of Lease dated February 1, 1995, between Board of Commissioners of
     Orleans Levee District and General Aviation of New Orleans, Inc. for
     property located at New Orleans Lakefront Airport.

16.  Lease Agreement dated February 27, 2004, by and between Board of
     Commissioners of Orleans Levee District and General Aviation of New
     Orleans, L.L.C. d/b/a Atlantic Aviation for property (Tidewater Hangar) at
     New Orleans Lakefront Airport.

PALM SPRINGS

17.  Indenture of Lease and Aeronautical Concession Agreement effective December
     15, 1981 between the City of Palm Springs, California and Jimsair Aviation
     Services, Inc., as


                                  Sched.A-1-2

<PAGE>

     modified by that certain Amendment No. 1 dated September 18, 1986, as
     further modified by that certain Option Agreement dated September 18, 1986
     between the City of Palm Springs and Jimsair Aviation Services, Inc., as
     further modified by that certain Consent to Assignment and Encumbrance of
     Ground Lease Interest dated March 17, 1994 among the City of Palm Springs
     and Dorfinco Corporation and Air Sources, Inc.

JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

18.  FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, and that
     certain Fourth Amendment to FBO Lease dated December 19, 2002 executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant.

PITTSBURGH INTERNATIONAL AIRPORT

19.  Lease Agreement (No. 38925), dated January 28, 1998, by and between the
     County of Allegheny and American Port Services, Inc.; amended by Amendment
     Agreement, dated July 12, 1999; amended by Second Amendment, dated
     September 13, 2001; and further amended by Letter, dated August 24, 2000,
     from the County of Allegheny, revising Exhibit A to confirm surveyed lease
     areas; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)

20.  License Agreement (No. 38926), dated January 28, 1998, by and between the
     County of Allegheny, as licensor, and American Port Services, Inc., as
     licensee; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)

LOUISVILLE INTERNATIONAL AIRPORT

21.  Fixed Base Operator Lease and Concession Agreement, dated March 20, 1996,
     by and between the Regional Airport Authority of Louisville and Jefferson
     County and Johnson Controls World Services, Inc., as amended by First
     Amendment, dated October 14, 1996, to the Fixed Base Operator Lease and
     Concession Agreement dated March 20, 1996, by and between the Regional
     Airport Authority of Louisville and Jefferson County and Johnson Controls
     World Services, Inc.; assigned by the Assignment of Contract, Amendment and
     Consent, dated July 30, 1997, by and among the Regional Airport Authority
     of Louisville and Jefferson County, Johnson Controls World Services, Inc.
     and American Port Services, Inc.; and further amended by Letter Agreement,
     dated July 10, 2001, by and between Regional Airport Authority of
     Louisville and Jefferson County and American Port Services, Inc.; and
     assigned by Consent dated November 1, 2002, by the


                                  Sched.A-1-3

<PAGE>

     Regional Airport Authority of Louisville and Jefferson County in favour of
     American Port Services Inc and Macquarie Aviation North America 2 Inc.
     (Louisville)

GULFPORT-BILOXI REGIONAL AIRPORT

22.  Amended Fixed Base Operator Lease with U.S. Aviation Corporation, dated May
     1, 1991, by and between the Gulfport-Biloxi Regional Airport Authority and
     U.S. Aviation Corporation, which amends and restates the lease, dated
     February 8, 1980, entered into by the Gulfport-Biloxi Regional Airport
     Authority with Aero International, Inc.; assigned by Assignment and
     Assumption of Leases, dated as of September 18, 2000, between U.S.
     Aviation, Inc. as assignor and American Port Services, Inc., as assignee;
     and consented to by Consent to Assignment and Estoppel Certificate, dated
     September 15, 2000, by the Gulfport-Biloxi Regional Airport Authority to
     and in favor of U.S. Aviation, Inc. and American Port Services, Inc. and
     assigned by Assignment and Assumption of Leases dated November 5, 2002 by
     and between American Port Services Inc and Macquarie Aviation North America
     2 Inc. (Gulfport)

23.  Fixed Base Operator Lease, dated September 3, 1997, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services, Inc.
     and U.S. Aviation, Inc. and assigned by Assignment and Assumption of Leases
     dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Ramp Lease, Gulfport)

24.  Bare Ground Lease for Fuel Farm, dated March 5, 1999, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services, Inc.
     and U.S. Aviation, Inc. and assigned by Assignment and Assumption of Leases
     dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Fuel Farm Lease, Gulfport)

BURLINGTON AIRPORT

25.  Lease between the City of Burlington, Airport Realty Associates and Valley
     Air Services, Inc., dated February 19, 1986; modified by Modification of
     Lease, dated September 13, 1989; further modified by Second Modification of
     Lease Agreement, dated September 13, 1989; further modified by Third
     Modification of Lease Agreement, dated January 11, 1992; assigned to HCA
     Airport Realty, LLC by a Deed of Transfer and Assignment of Leases, dated
     March 14, 1997; sublet to Valley Air Services, Inc. by Sublease, dated
     March 14, 1997, between HCA Airport Realty, LLC and Valley Air Services,
     Inc.;


                                  Sched.A-1-4

<PAGE>

     assignment and sublet consented to by Consent to Assignment and Assumption
     of Leases, dated March 14, 1997; amended by Letter Agreement, dated March
     14, 1997, by and among the City of Burlington, HCA Airport Realty, LLC and
     Valley Air Services, Inc.; further modified by Fourth Modification of Lease
     Agreement, dated November 25, 1997; further assigned by Assignment of
     Leases and Agreement, dated July 2, 2001, by and between HCA Airport
     Realty, LLC, Valley Air Services, Inc. and HCA Aircraft Services, LLC, as
     assignors, Amports Avcenters, Inc., as assignee and American Port Services,
     Inc.; and assignment consented to and lease further modified by Consent to
     Assignment and Assumption of Leases and Lease Amendment Agreement, dated
     July 2, 2001, by and among the City of Burlington, American Port Services,
     Inc., Amports Avcenters, Inc., Valley Air Services, Inc., HCA Airport
     Realty, LLC and HCA Aircraft Services, LLC.; as guaranteed by Macquarie
     Airports North America Inc under Termination and Release Agreement dated
     October 28, 2002 by the City of Burlington, Vermont in favor of American
     port Services Inc and Macquarie Airports North America Inc. (Heritage East
     Lease, Burlington)

26.  Fixed Base Operator and Lease Agreement between the City of Burlington and
     HCA Aircraft Services, LLC, dated November 25, 1997; sublet to Valley Air
     Services, Inc. by Sublease, dated as of November 25, 1997; modified by
     Letter Agreement, dated September 14, 1998, by and among the City of
     Burlington, HCA Airport Realty, LLC, HCA Aircraft Services, LLC, Valley Air
     Services, Inc., Valet Air Services, Inc., Neagley & Chase Construction
     Company and Burlington Community Development Corporation; assigned by
     Assignment of Leases and Agreement, dated July 2, 2001, by and among
     American Port Services, Inc., Amports Avcenters, Inc., as assignee, Valley
     Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft Services, LLC,
     as assignors; and assignment consented to and lease further modified by
     Consent to Assignment and Assumption of Leases and Lease Amendment
     Agreement, dated July 2, 2001, by and among the City of Burlington,
     American Port Services, Inc., Amports Avcenters, Inc., Valley Air Services,
     Inc., HCA Airport Realty, LLC and HCA Aircraft Services, LLC.; as
     guaranteed by Macquarie Airports North America Inc under Termination and
     Release Agreement dated October 28, 2002 by the City of Burlington, Vermont
     in favor of American port Services Inc and Macquarie Airports North America
     Inc. (Heritage West Lease, Burlington)

27.  Lease Agreement(1) between Burlington Community Development Corporation and
     HCA Aircraft Services, LLC, dated November 25, 1997; Subordination,
     Attornment and Non-Disturbance Agreement, dated November 25, 1997, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC and Burlington
     Community Development Corporation; sublet to Valley Air Services, Inc. by
     Sublease, dated as of November 25, 1997; modified by Letter Agreement,
     dated September 14, 1998, by and among the City of Burlington, HCA Airport
     Realty, LLC, HCA Aircraft Services, LLC, Valley Air Services, Inc., Valet
     Air Services, Inc., Neagley & Chase Construction Company and

----------
(1)  This Lease is actually a sublease which is subject to Ground Lease and
     Agency Agreement, dated as of November 25, 1997, between the City of
     Burlington and Burlington Community Development Corporation.


                                  Sched.A-1-5

<PAGE>

     Burlington Community Development Corporation; assigned by Assignment of
     Leases and Agreement, dated July 2, 2001, by and among American Port
     Services, Inc., Amports Avcenters, Inc., as assignee, Valley Air Services,
     Inc., HCA Airport Realty, LLC and HCA Aircraft Services, LLC, as assignors;
     and assignment consented to and further modified by Consent to Assignment
     and Assumption of Leases and Lease Amendment Agreement, dated July 2, 2001,
     by and among the City of Burlington, American Port Services, Inc., Amports
     Avcenters, Inc., Valley Air Services, Inc., HCA Airport Realty, LLC and HCA
     Aircraft Services, LLC, and by Letter Agreement, dated July 3, 2001, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC, Burlington
     Community Development Corporation and Amports Avcenters, Inc.; as
     guaranteed by Macquarie Airports North America Inc under Termination and
     Release Agreement dated October 28, 2002 by the City of Burlington, Vermont
     in favor of American port Services Inc and Macquarie Airports North America
     Inc. (North Hangar Lease, Burlington)

28.  Consent to Assignment and Assumption of Leases and Lease Amendment
     Agreement, dated July 2, 2001 between the City of Burlington, Vermont;
     American Port Services, Inc., a Delaware corporation having a principal
     place of business in Baltimore, Maryland; Amports Avcenters, Inc., a
     Delaware corporation qualified to do business in Vermont; Valley Air
     Services, Inc. d/b/a Heritage Flight, a Vermont corporation qualified to do
     business in Vermont; HCA Airport Realty, LLC, a Vermont limited liability
     company qualified to do business in Vermont, and HCA Aircraft Services,
     LLC, a Vermont limited liability company qualified to do business in
     Vermont.

29.  Second Amendment to Leases and Agreement Respecting Environmental Matters
     by and between BTV AvCenter, Inc. (d/b/a FBO Avcenter-Burlington, and
     formerly known as Amports Avcenters, Inc.); Macquarie Airports North
     America, Inc.; and the City of Burlington, Vermont, dated August 10, 2004

NEW CASTLE AIRPORT

30.  Lease Agreement(1), dated September 25, 1987, by and between New Castle
     County and Dawn Aeronautics, Inc., assigned by Assignment of Lease, dated
     November 12, 1996, by and between Dawn Aeronautics, Inc., as assignor to
     Dawn Aero, Inc., as assignee; and Memorandum of Lease, dated August 10,
     1998, by and between Delaware River and Bay Authority and Dawn Aero, Inc.
     (New Castle)

31.  Lease Agreement, dated February 2, 1997, between The Delaware River and Bay
     Authority, as lessor, and Dawn Aero, Inc, as lessee, as amended by letter,
     dated June 26, 2002, confirming extension of the lease. (Brett Road Lease,
     New Castle)

----------
(1)  This Lease is actually a sublease which is subject to a (i) Ground Lease,
     dated June 30, 1995, by and between New Castle County and Delaware River
     and Bay Authority, and (ii) Instrument of Transfer between the United
     States of America and Levy Court of New Castle County, Delaware, dated
     April 29, 1949, recorded in Deed Record C, Volume 49, Page 75.


                                  Sched.A-1-6
<PAGE>

MCCARRAN INTERNATIONAL AIRPORT

32.  Lease Agreement, dated June 18, 1996, the County of Clark, a political
     subdivision of the State of Nevada, and Eagle Aviation Resources Ltd., a
     Nevada limited liability company.


                                  Sched. A-1-7
<PAGE>

                                                                    Schedule A-2
                                                               to Loan Agreement

                                  SCHEDULE A-2

                   MANAGEMENT CONTRACTS AND HELIPORT CONTRACT

ATLANTIC CITY INTERNATIONAL AIRPORT

1.   Management Agreement for the Operation of the Atlantic City International
     Airport, dated August 20, 2001, by and between South Jersey Transportation
     Authority and American Port Services, Inc. ; and assigned by Consent dated
     October 22, 2002, by the South Jersey Transportation Authority in favour of
     American Port Services Inc and Macquarie Aviation North America 2 Inc.

REPUBLIC AIRPORT

2.   Management and Operation of Republic Airport Agreement, dated April 1,
     2000, between the People of the State of New York and American Port
     Services, Inc., as supplemented by Supplemental Agreement No. 1, effective
     as of April 1, 2001, between the People of the State of New York, acting by
     and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc.; and as further
     supplemented by Supplemental Agreement No. 2, effective as of April 1,
     2002, between the People of the State of New York, acting by and through
     the Commissioner of Transportation and the Department of Transportation,
     and American Port Services, Inc; as assigned by Consent dated September 13,
     2002, by the The People of the Sate of New York acting by and through the
     Department of Transportation in favour of American Port Services Inc and
     Macquarie Aviation North America 2 Inc.

3.   Engineering and Capital Project Management Agreement, dated April 1, 2000,
     between the People of the State of New York, acting by and through the
     Department of Transportation and American Port Services, Inc.; as
     supplemented by Supplemental Agreement No. 1 for Capital Facilities
     Development, dated April 1, 2001, between the People of the State of New
     York acting by and through the Commissioner of Transportation and the
     Department of Transportation and American Port Services, Inc., Supplemental
     Agreement No. 2 for Capital Facilities Development, effective as of October
     24, 2001, between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. as further supplemented by
     Supplemental Agreement No. 3 for Capital Facilities Development, effective
     as of February 1, 2002, between the People of the State of New York, acting
     by and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. and as further
     supplemented by Supplemental Agreement No. 4 for Capital Facilities
     Development, effective as of May 1, 2002, between the People of the State
     of New York, acting by and through the Commissioner of Transportation and
     the Department of


                                   Sch. A-2-1

<PAGE>

     Transportation, and American Port Services, Inc. ; as assigned by Consent
     dated September 13, 2002, by the The People of the Sate of New York acting
     by and through the Department of Transportation in favour of American Port
     Services Inc and Macquarie Aviation North America 2 Inc.(2); as further
     supplemented by Supplemental Agreement No. 5 for Capital Facilities
     Development, effective as of March 28, 2003, between the People of the
     State of New York, acting by and through the Commissioner of Transportation
     and the Department of Transportation, and Macquarie Aviation North America
     2, Inc.(3); as extended by Contract Extension Memorandum dated December 3,
     2004 by and between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and Macquarie Aviation North America 2, Inc.; as further
     supplemented by Supplemental Agreement No. 6 for Capital Facilities
     Development, effective as of August 8, 2005, between the People of the
     State of New York, acting by and through the Commissioner of Transportation
     and the Department of Transportation, and Macquarie Aviation North America
     2, Inc.; as further supplemented by Supplemental Agreement No. 7 for
     Capital Facilities Development, effective as of September 19, 2005, between
     the People of the State of New York, acting by and through the Commissioner
     of Transportation and the Department of Transportation, and Macquarie
     Aviation North America 2, Inc.; as further supplemented by Supplemental
     Agreement No. 8 for Capital Facilities Development, effective as of October
     12, 2005, between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and Macquarie Aviation North America 2, Inc.; and as
     further supplemented by Supplemental Agreement No. 9 for Capital Facilities
     Development, effective as of [date pending], between the People of the
     State of New York, acting by and through the Commissioner of Transportation
     and the Department of Transportation, and Macquarie Aviation North America
     2, Inc. (4)

TETERBORO AIRPORT

4.   Agreement to Perform Operations and Maintenance at the Port Authority
     Teterboro Airport, dated September 15, 2000, between the Port Authority of
     New York and New Jersey and American Port Services, Inc., as supplemented
     by Letter, dated October 7, 2002, from Cile Pace to Oswin Moore increasing
     Management Fee thereunder. ; as assigned by Assignment with Assumption and
     Consent Agreement dated November 27, 2002, by and among The Port Authority
     of New York and New Jersey, American Port Services Inc and Macquarie
     Aviation North America 2 Inc.

5.   Use and Occupancy Agreement (File No. TA-306), dated December 1, 1999,
     between Johnson Controls World Services, Inc. and American Port Services,
     Inc., as consented to by Consent Agreement, dated December 15, 1999, by and
     among Johnson Controls World Services, Inc., The Port Authority of New York
     and New Jersey and American Port Services, Inc.; and as supplemented by
     Supplemental Agreement, dated August 23, 2000, by and

----------
(2)  The State's signature to Supplemental No. 8 is expected in the near future.

(3)  This Supplemental No. 9 is fully negotiated and is expected to be executed
     by both parties in the near future.

(4)  The State's signature to Supplemental No. 4 is expected in the near future.


                                   Sch. A-2-2

<PAGE>

     between The Port Authority of New York and New Jersey and American Port
     Services, Inc. ; as assigned by Assignment with Assumption and Consent
     Agreement dated November 27, 2002, by and among The Port Authority of New
     York and New Jersey, American Port Services Inc and Macquarie Aviation
     North America 2 Inc.

TWEED - NEW HAVEN AIRPORT

6.   Management Agreement for the Operation of Tweed-New Haven Airport, dated
     July 1, 1998, between the Tweed-New Haven Airport Authority and American
     Port Services, Inc.; as assigned by Consent and Agreement dated September
     18, 2002, by and between Tweed-New Haven Airport Authority, American Port
     Services Inc and Macquarie Aviation North America 2 Inc.

WESTCHESTER COUNTY AIRPORT

7.   Contract for the Management and Operation of Westchester County Airport,
     dated June 26, 1996, between the County of Westchester and Johnson Controls
     World Services, Inc., as assigned by the Assignment Agreement, dated July
     1997, between the County of Westchester, Johnson Controls World Services,
     Inc. and American Port Services, Inc.; as assigned by Consent and Agreement
     dated December 12, 2002, by and between County of Westchester, American
     Port Services Inc and Macquarie Aviation North America Inc.

ALBANY INTERNATIONAL AIRPORT

8.   Airport Management Services Agreement dated July 13, 2005 by and between
     the Albany County Airport Authority and Macquarie Aviation North America 2,
     Inc.

34TH STREET HELIPORT

9.   Operating Agreement between New York City Economic Development Corporation
     and Macquarie Aviation North America, Inc. a/k/a Avports, dated as of
     September 1, 2005


                                   Sch. A-2-3

<PAGE>

                                                                    Schedule A-3
                                                               to Loan Agreement

                                  SCHEDULE A-3

                               MATERIAL CONTRACTS

Each item set forth on Schedule A-1 (other than the Lease Agreement dated
February 27, 2004, by and between Board of Commissioners of Orleans Levee
District and General Aviation of New Orleans, L.L.C. d/b/a Atlantic Aviation for
property (Tidewater Hangar) at New Orleans Lakefront Airport (Item #16)).

Each item set forth on Schedule A-2.

Amports Purchase Agreement

Executive Air Purchase Agreement

Eagle Aviation Purchase Agreement

GAH Purchase Agreement

Lease Agreement dated as of December 19, 2001, between CB Parkway Business
Center IV, Ltd. and Executive Air Support, Inc., as amended on March 15, 2002,
for office space located at 6504 International Parkway, Suite, 1100, Plano,
Texas

Airport Dealer Supply Contract dated July 24, 2002, between Chevron Texaco
Global Aviation and Executive Air Support, Inc.

FBO Fuel Service and Support Agreement between Air Petro Corporation and Newport
Beach FBO 2, LLC dba Newport Jet Center, dated May 1, 2004

Branded Airport Dealer Supply Contract between ChevronTexaco Products Company
and Eagle Aviation Resources, Ltd., dated January 18, 2005

Aviation Fuel Supply Agreement, dated January 1, 2001, between Avfuel
Corporation and Amports-Louisville.

Aviation Fuel Supply Agreement, dated February 1, 2001, between Avfuel
Corporation and American Port Services-Pittsburgh.

Aviation Fuel Supply Agreement, dated January 1, 2001, between Avfuel
Corporation and Amports-Wilmington.

Aviation Fuel Supply Agreement, dated September 1, 2001, between Avfuel
Corporation and Amports AvCenters, Inc., dba FBO AvCenter-Burlington.


                                   Sch. A-3-1

<PAGE>

Aviation Dealer Products Sales Agreement, dated June 25, 2003, between
Exxonmobil Oil Corporation and Macquarie Aviation America 2, Inc.

Amendment Agreement, dated April 6, 2004, between Exxonmobil Oil Corporation and
Macquarie Aviation North America 2, Inc.

DESC Contract, dated August 13, 2001, between Specialty Fuels Division (DESC-PH)
and American Port Services, Inc., dba/FBO AvCenter-Louisville.

Agreement for Fueling Services, dated November 1, 2000, between Southwest
Airlines Co. and FBO AvCenter-Louisville.

DESC Contract, dated April 1, 2004, between Specialty Fuels Division (DESC-PH)
and Macquarie Aviation North America 2, Inc., dba/FBO AvCenter-Gulfport.

DESC Contract, dated April 1, 2004, between Specialty Fuels Division (DESC-PH)
and Macquarie Aviation North America 2, Inc., dba/FBO AvCenter-Gulfport.

DESC Contract, dated April 6, 2001, between Specialty Fuels Division (DESC-PH)
and American Port Services, Inc., dba/FBO AvCenter-Gulfport/Biloxi.

DESC Contract, dated August 13, 2001, between Specialty Fuels Division (DESC-PH)
and American Port Services, Inc., dba/FBO AvCenter-Louisville.


                                   Sch. A-3-2

<PAGE>

                                                                    Schedule 2.1
                                                               to Loan Agreement

                         COMMITMENTS AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                             TERM LOAN    REVOLVING    REVOLVING
                                TERM LOAN     PRO RATA      LOAN       LOAN PRO
           LENDER              COMMITMENT      SHARE     COMMITMENT   RATA SHARE
           ------             ------------   ---------   ----------   ----------
<S>                           <C>            <C>         <C>          <C>
The Governor and Company of
   Bank of Ireland            $ 80,000,000     26.67%    $        0       0.00%
Bayerische Landesbank         $ 80,000,000     26.67%    $        0       0.00%
Mizuho Corporate Bank, Ltd.   $ 80,000,000     26.67%    $5,000,000     100.00%
Macquarie Bank Limited        $ 60,000,000     20.00%    $        0       0.00%
                              ------------     -----     ----------     ------
Total                         $300,000,000       100%    $5,000,000        100%
                              ============     =====     ==========     ======
</TABLE>


                                   Sch. 2.1-1

<PAGE>

                                                                    Schedule 5.5
                                                               to Loan Agreement

                                  SCHEDULE 5.5

                       FBO / MANAGEMENT CONTRACTS CONSENTS

A.   Consents are required under the following agreements in order to assign any
     of such agreements, or any rights thereunder, as contemplated by the
     Agreement:

     MIDWAY

1.   Facilities Lease and Use Agreement dated as of September 23, 2003, between
     the City of Chicago and Atlantic Aviation Corporation for property located
     at Chicago Midway Airport.

     TETERBORO

2.   Use and Occupancy Agreement dated as of January 1, 1986, between Johnson
     Controls World Services, Inc. (successor by assignment to Pan American
     World Airways, Inc.) and Atlantic Aviation Corporation (successor by
     assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988,
     January 23, 1995, May 27, 1999 and August 23, 2000, for property located at
     Teterboro Airport.

3.   Use and Occupancy Agreement dated as of February 14, 1979, between Johnson
     Controls World Services Inc. (successor by assignment to Pan American World
     Airways, Inc.) and Atlantic Aviation Corporation, as amended and
     supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18,
     1999, August 1, 1999, and August 23, 2000, for property located at
     Teterboro Airport.

     BRIDGEPORT

4.   Lease and Operation Agreement dated as of September 1, 1995, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 1 and
     2).

5.   Lease and Operation Agreement dated as of September 5, 2002, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 3 and
     4).

     HARTFORD

6.   Operating Agreement dated as of May 2, 1996, between the State of
     Connecticut Department of Transportation and Brainard Airport Services,
     Inc. d/b/a Million Air for management of Air One, Inc. and Charter Oak
     Aviation, Inc. at Hartford-Brainard Airport.


                                  Sched. 5.5-1

<PAGE>

7.   Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport. Brainard was assigned Air One's obligations
     under a January 11, 1999, Purchase Agreement.

8.   Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended on February 26, 1991, July 21, 1995, and October
     6, 1999, for property located at Hartford-Brainard Airport.

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

9.   Lease Development, & Operating Agreement dated as of December 8, 1998,
     between City of Philadelphia and Atlantic Aviation Flight Support, Inc.
     (f/k/a Atlantic Aviation PHL, Inc.), as amended on May 27, 1999, July 1,
     1999, October 6, 1999, September 29, 2000, September 6, 2001, and
     _________, 2001 (Sixth Amendment), for properties located at Philadelphia
     International Airport and Northeast Philadelphia Airport.

     HOBBY

10.  Lease Agreement dated August 25, 1970, between City of Houston and Atlantic
     Aviation Corporation, as amended and supplemented on February 3, 1972, July
     19, 1972, October 19, 1976, February 12, 1979, and November 2, 2000
     (countersigned date), for property located at William P. Hobby Airport.

11.  Lease Agreement dated as of November 9, 1993, between City of Houston and
     Atlantic Aviation Corporation, as amended on February 6, 1997, for property
     located at William P. Hobby Airport.

     FARMINGDALE

12.  Lease Agreement dated November 19, 1987, between the New York State
     Department of Transportation and Flightways of Long Island, Inc., as
     amended on January 21, 1992, October 15, 1992, September 30, 1993, May 10,
     1993, February 11, 1994, and December 24, 1997, for property located at
     Republic Airport.

     NEW ORLEANS INTERNATIONAL AIRPORT

13.  Lease dated September 7, 1977, between City of New Orleans and General
     Aviation Corporation, as amended on November 5, 1986, for property located
     at New Orleans International Airport.

14.  FBO Lease and Use Agreement dated effective March 23, 2001, between New
     Orleans Aviation Board and General Aviation, L.L.C., successor by merger to
     General Aviation Corporation, as amended on March 22, 2002, for property
     located at New Orleans International Airport.

     NEW ORLEANS LAKEFRONT


                                  Sched. 5.5-2

<PAGE>

15.  Contract of Lease dated February 1, 1995, between Board of Commissioners of
     Orleans Levee District and General Aviation of New Orleans, Inc. for
     property located at New Orleans Lakefront Airport.

16.  Lease Agreement dated February 27, 2004, by and between Board of
     Commissioners of Orleans Levee District and General Aviation of New
     Orleans, L.L.C. d/b/a Atlantic Aviation for property (Tidewater Hangar) at
     New Orleans Lakefront Airport.

     PALM SPRINGS

17.  Indenture of Lease and Aeronautical Concession Agreement effective December
     15, 1981 between the City of Palm Springs, California and Jimsair Aviation
     Services, Inc., as modified by that certain Amendment No. 1 dated September
     18, 1986, as further modified by that certain Option Agreement dated
     September 18, 1986 between the City of Palm Springs and Jimsair Aviation
     Services, Inc., as further modified by that certain Consent to Assignment
     and Encumbrance of Ground Lease Interest dated March 17, 1994 among the
     City of Palm Springs and Dorfinco Corporation and Air Sources, Inc., as
     further modified by that certain Estoppel and Consent Regarding Lease and
     Option to Lease No. 1764, dated as of December 1, 2004, among the City of
     Palm Springs, Palm Springs FBO Two LLC, a Delaware limited liability
     company, d.b.a. Million Air Palm Springs, and North America Capital Holding
     Company,

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

18.  FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, that certain
     Fourth Amendment to FBO Lease dated December 19, 2002 executed by the
     County of Orange as Lessor and Newport FBO Two, LLC, as Tenant, and that
     certain Fifth Amendment to FBO Lease dated January 14, 2005, executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant..

     MCCARRAN INTERNATIONAL AIRPORT

19.  Lease Agreement, dated June 18, 1996, the County of Clark, a political
     subdivision of the State of Nevada, and Eagle Aviation Resources Ltd., a
     Nevada limited liability company.

     PITTSBURGH INTERNATIONAL AIRPORT

20.  Lease Agreement (No. 38925), dated January 28, 1998, by and between the
     County of Allegheny and American Port Services, Inc.; amended by Amendment
     Agreement, dated July 12, 1999; amended by Second Amendment, dated
     September 13, 2001; and further amended by Letter, dated August 24, 2000,
     from the County of Allegheny, revising


                                  Sched. 5.5-3

<PAGE>

     Exhibit A to confirm surveyed lease areas; as assigned by Assignment
     Agreement dated November 5, 2002 by and between Alleghany County Airport
     Authority, American Port Services Inc and Macquarie Aviation north America
     2 Inc. (Pittsburgh)

21.  License Agreement (No. 38926), dated January 28, 1998, by and between the
     County of Allegheny, as licensor, and American Port Services, Inc., as
     licensee; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)

     LOUISVILLE INTERNATIONAL AIRPORT

22.  Fixed Base Operator Lease and Concession Agreement, dated March 20, 1996,
     by and between the Regional Airport Authority of Louisville and Jefferson
     County and Johnson Controls World Services, Inc., as amended by First
     Amendment, dated October 14, 1996, to the Fixed Base Operator Lease and
     Concession Agreement dated March 20, 1996, by and between the Regional
     Airport Authority of Louisville and Jefferson County and Johnson Controls
     World Services, Inc.; assigned by the Assignment of Contract, Amendment and
     Consent, dated July 30, 1997, by and among the Regional Airport Authority
     of Louisville and Jefferson County, Johnson Controls World Services, Inc.
     and American Port Services, Inc.; and further amended by Letter Agreement,
     dated July 10, 2001, by and between Regional Airport Authority of
     Louisville and Jefferson County and American Port Services, Inc.; and
     assigned by Consent dated November 1, 2002, by the Regional Airport
     Authority of Louisville and Jefferson County in favour of American Port
     Services Inc and Macquarie Aviation North America 2 Inc. (Louisville)

     GULFPORT-BILOXI REGIONAL AIRPORT

23.  Amended Fixed Base Operator Lease with U.S. Aviation Corporation, dated May
     1, 1991, by and between the Gulfport-Biloxi Regional Airport Authority and
     U.S. Aviation Corporation, which amends and restates the lease, dated
     February 8, 1980, entered into by the Gulfport-Biloxi Regional Airport
     Authority with Aero International, Inc.; assigned by Assignment and
     Assumption of Leases, dated as of September 18, 2000, between U.S.
     Aviation, Inc. as assignor and American Port Services, Inc., as assignee;
     and consented to by Consent to Assignment and Estoppel Certificate, dated
     September 15, 2000, by the Gulfport-Biloxi Regional Airport Authority to
     and in favor of U.S. Aviation, Inc. and American Port Services, Inc. and
     assigned by Assignment and Assumption of Leases dated November 5, 2002 by
     and between American Port Services Inc and Macquarie Aviation North America
     2 Inc. (Gulfport)

24.  Fixed Base Operator Lease, dated September 3, 1997, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services,


                                  Sched. 5.5-4

<PAGE>

     Inc. and U.S. Aviation, Inc. and assigned by Assignment and Assumption of
     Leases dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Ramp Lease, Gulfport)

25.  Bare Ground Lease for Fuel Farm, dated March 5, 1999, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services, Inc.
     and U.S. Aviation, Inc. and assigned by Assignment and Assumption of Leases
     dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Fuel Farm Lease, Gulfport)

     BURLINGTON AIRPORT

26.  Lease between the City of Burlington, Airport Realty Associates and Valley
     Air Services, Inc., dated February 19, 1986; modified by Modification of
     Lease, dated September 13, 1989; further modified by Second Modification of
     Lease Agreement, dated September 13, 1989; further modified by Third
     Modification of Lease Agreement, dated January 11, 1992; assigned to HCA
     Airport Realty, LLC by a Deed of Transfer and Assignment of Leases, dated
     March 14, 1997; sublet to Valley Air Services, Inc. by Sublease, dated
     March 14, 1997, between HCA Airport Realty, LLC and Valley Air Services,
     Inc.; assignment and sublet consented to by Consent to Assignment and
     Assumption of Leases, dated March 14, 1997; amended by Letter Agreement,
     dated March 14, 1997, by and among the City of Burlington, HCA Airport
     Realty, LLC and Valley Air Services, Inc.; further modified by Fourth
     Modification of Lease Agreement, dated November 25, 1997; further assigned
     by Assignment of Leases and Agreement, dated July 2, 2001, by and between
     HCA Airport Realty, LLC, Valley Air Services, Inc. and HCA Aircraft
     Services, LLC, as assignors, Amports Avcenters, Inc., as assignee and
     American Port Services, Inc.; and assignment consented to and lease further
     modified by Consent to Assignment and Assumption of Leases and Lease
     Amendment Agreement, dated July 2, 2001, by and among the City of
     Burlington, American Port Services, Inc., Amports Avcenters, Inc., Valley
     Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft Services,
     LLC.; as guaranteed by Macquarie Airports North America Inc under
     Termination and Release Agreement dated October 28, 2002 by the City of
     Burlington, Vermont in favor of American port Services Inc and Macquarie
     Airports North America Inc. (Heritage East Lease, Burlington)

27.  Fixed Base Operator and Lease Agreement between the City of Burlington and
     HCA Aircraft Services, LLC, dated November 25, 1997; sublet to Valley Air
     Services, Inc. by Sublease, dated as of November 25, 1997; modified by
     Letter Agreement, dated September 14, 1998, by and among the City of
     Burlington, HCA Airport Realty, LLC, HCA Aircraft Services, LLC, Valley Air
     Services, Inc., Valet Air Services, Inc., Neagley & Chase Construction
     Company and Burlington Community Development Corporation;


                                  Sched. 5.5-5

<PAGE>

     assigned by Assignment of Leases and Agreement, dated July 2, 2001, by and
     among American Port Services, Inc., Amports Avcenters, Inc., as assignee,
     Valley Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft
     Services, LLC, as assignors; and assignment consented to and lease further
     modified by Consent to Assignment and Assumption of Leases and Lease
     Amendment Agreement, dated July 2, 2001, by and among the City of
     Burlington, American Port Services, Inc., Amports Avcenters, Inc., Valley
     Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft Services, LLC.
     ; as guaranteed by Macquarie Airports North America Inc under Termination
     and Release Agreement dated October 28, 2002 by the City of Burlington,
     Vermont in favor of American port Services Inc and Macquarie Airports North
     America Inc. (Heritage West Lease, Burlington)

28.  Lease Agreement between Burlington Community Development Corporation and
     HCA Aircraft Services, LLC, dated November 25, 1997; Subordination,
     Attornment and Non-Disturbance Agreement, dated November 25, 1997, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC and Burlington
     Community Development Corporation; sublet to Valley Air Services, Inc. by
     Sublease, dated as of November 25, 1997; modified by Letter Agreement,
     dated September 14, 1998, by and among the City of Burlington, HCA Airport
     Realty, LLC, HCA Aircraft Services, LLC, Valley Air Services, Inc., Valet
     Air Services, Inc., Neagley & Chase Construction Company and Burlington
     Community Development Corporation; assigned by Assignment of Leases and
     Agreement, dated July 2, 2001, by and among American Port Services, Inc.,
     Amports Avcenters, Inc., as assignee, Valley Air Services, Inc., HCA
     Airport Realty, LLC and HCA Aircraft Services, LLC, as assignors; and
     assignment consented to and further modified by Consent to Assignment and
     Assumption of Leases and Lease Amendment Agreement, dated July 2, 2001, by
     and among the City of Burlington, American Port Services, Inc., Amports
     Avcenters, Inc., Valley Air Services, Inc., HCA Airport Realty, LLC and HCA
     Aircraft Services, LLC, and by Letter Agreement, dated July 3, 2001, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC, Burlington
     Community Development Corporation and Amports Avcenters, Inc. ; as
     guaranteed by Macquarie Airports North America Inc under Termination and
     Release Agreement dated October 28, 2002 by the City of Burlington, Vermont
     in favor of American port Services Inc and Macquarie Airports North America
     Inc. (North Hangar Lease, Burlington)

     NEW CASTLE AIRPORT

29.  Lease Agreement, dated September 25, 1987, by and between New Castle County
     and Dawn Aeronautics, Inc., assigned by Assignment of Lease, dated November
     12, 1996, by and between Dawn Aeronautics, Inc., as assignor to Dawn Aero,
     Inc., as assignee; and Memorandum of Lease, dated August 10, 1998, by and
     between Delaware River and Bay Authority and Dawn Aero, Inc. (New Castle)

30.  Lease Agreement, dated February 2, 1997, between The Delaware River and Bay
     Authority, as lessor, and Dawn Aero, Inc, as lessee, as amended by letter,
     dated June 26, 2002, confirming extension of the lease. (Brett Road Lease,
     New Castle)


                                  Sched. 5.5-6

<PAGE>

     ATLANTIC CITY INTERNATIONAL AIRPORT

31.  Management Agreement for the Operation of the Atlantic City International
     Airport, dated August 20, 2001, by and between South Jersey Transportation
     Authority and American Port Services, Inc. ; and assigned by Consent dated
     October 22, 2002, by the South Jersey Transportation Authority in favour of
     American Port Services Inc and Macquarie Aviation North America 2 Inc.

     REPUBLIC AIRPORT

32.  Management and Operation of Republic Airport Agreement, dated April 1,
     2000, between the People of the State of New York and American Port
     Services, Inc., as supplemented by Supplemental Agreement No. 1, effective
     as of April 1, 2001, between the People of the State of New York, acting by
     and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc.; and as further
     supplemented by Supplemental Agreement No. 2, effective as of April 1,
     2002, between the People of the State of New York, acting by and through
     the Commissioner of Transportation and the Department of Transportation,
     and American Port Services, Inc; as assigned by Consent dated September 13,
     2002, by the The People of the Sate of New York acting by and through the
     Department of Transportation in favour of American Port Services Inc and
     Macquarie Aviation North America 2 Inc.

33.  Engineering and Capital Project Management Agreement, dated April 1, 2000,
     between the People of the State of New York, acting by and through the
     Department of Transportation and American Port Services, Inc.; as
     supplemented by Supplemental Agreement No. 1 for Capital Facilities
     Development, dated April 1, 2001, between the People of the State of New
     York acting by and through the Commissioner of Transportation and the
     Department of Transportation and American Port Services, Inc., Supplemental
     Agreement No. 2 for Capital Facilities Development, effective as of October
     24, 2001, between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. as further supplemented by
     Supplemental Agreement No. 3 for Capital Facilities Development, effective
     as of February 1, 2002, between the People of the State of New York, acting
     by and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. and as further
     supplemented by Supplemental Agreement No. 4 for Capital Facilities
     Development, effective as of May 1, 2002, between the People of the State
     of New York, acting by and through the Commissioner of Transportation and
     the Department of Transportation, and American Port Services, Inc. ; as
     assigned by Consent dated September 13, 2002, by the The People of the Sate
     of New York acting by and through the Department of Transportation in
     favour of American Port Services Inc and Macquarie Aviation North America 2
     Inc.; as further supplemented by Supplemental Agreement No. 5 for Capital
     Facilities Development, effective as of March 28, 2003, between the People
     of the State of New York, acting by and through the Commissioner of
     Transportation and the Department of Transportation, and Macquarie Aviation
     North America 2, Inc.; as


                                  Sched. 5.5-7

<PAGE>

     extended by Contract Extension Memorandum dated December 3, 2004 by and
     between the People of the State of New York, acting by and through the
     Commissioner of Transportation and the Department of Transportation, and
     Macquarie Aviation North America 2, Inc.; as further supplemented by
     Supplemental Agreement No. 6 for Capital Facilities Development, effective
     as of August 8, 2005, between the People of the State of New York, acting
     by and through the Commissioner of Transportation and the Department of
     Transportation, and Macquarie Aviation North America 2, Inc.; as further
     supplemented by Supplemental Agreement No. 7 for Capital Facilities
     Development, effective as of September 19, 2005, between the People of the
     State of New York, acting by and through the Commissioner of Transportation
     and the Department of Transportation, and Macquarie Aviation North America
     2, Inc.; as further supplemented by Supplemental Agreement No. 8 for
     Capital Facilities Development, effective as of October 12, 2005, between
     the People of the State of New York, acting by and through the Commissioner
     of Transportation and the Department of Transportation, and Macquarie
     Aviation North America 2, Inc.; and as further supplemented by Supplemental
     Agreement No. 9 for Capital Facilities Development, effective as of [date
     pending], between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and Macquarie Aviation North America 2, Inc.

     TETERBORO AIRPORT

34.  Agreement to Perform Operations and Maintenance at the Port Authority
     Teterboro Airport, dated September 15, 2000, between the Port Authority of
     New York and New Jersey and American Port Services, Inc., as supplemented
     by Letter, dated October 7, 2002, from Cile Pace to Oswin Moore increasing
     Management Fee thereunder. ; as assigned by Assignment with Assumption and
     Consent Agreement dated November 27, 2002, by and among The Port Authority
     of New York and New Jersey, American Port Services Inc and Macquarie
     Aviation North America 2 Inc.

     TWEED - NEW HAVEN AIRPORT

35.  Management Agreement for the Operation of Tweed-New Haven Airport, dated
     July 1, 1998, between the Tweed-New Haven Airport Authority and American
     Port Services, Inc.; as assigned by Consent and Agreement dated September
     18, 2002, by and between Tweed-New Haven Airport Authority, American Port
     Services Inc and Macquarie Aviation North America 2 Inc.

     WESTCHESTER COUNTY AIRPORT

36.  Contract for the Management and Operation of Westchester County Airport,
     dated June 26, 1996, between the County of Westchester and Johnson Controls
     World Services, Inc., as assigned by the Assignment Agreement, dated July
     1997, between the County of Westchester, Johnson Controls World Services,
     Inc. and American Port Services, Inc.; as


                                  Sched. 5.5-8

<PAGE>

     assigned by Consent and Agreement dated December 12, 2002, by and between
     County of Westchester, American Port Services Inc and Macquarie Aviation
     North America Inc.

     ALBANY INTERNATIONAL AIRPORT

37.  Airport Management Services Agreement dated July 13, 2005 by and between
     the Albany County Airport Authority and Macquarie Aviation North America 2,
     Inc.

     34TH STREET HELIPORT

38.  Operating Agreement between New York City Economic Development Corporation
     and Macquarie Aviation North America, Inc. a/k/a Avports, dated as of
     September 1, 2005


                                  Sched. 5.5-9

<PAGE>

B.   Consent is required under the following agreement in order to pledge the
     capital stock of Charter Oak Aviation, Inc., as contemplated by the
     Agreement:

     Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended on February 26, 1991, July 21, 1995, and October
     6, 1999, for property located at Hartford-Brainard Airport.

C.   Consent is required under the following agreement in order to pledge the
     capital stock of Brainard Airport Services, Inc., as contemplated by the
     Agreement:

     Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport.

D.   Consent is required under the following agreement to in order to pledge the
     membership interests of Newport FBO Two LLC, as contemplated by the
     Agreement:

     FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, that certain
     Fourth Amendment to FBO Lease dated December 19, 2002 executed by the
     County of Orange as Lessor and Newport FBO Two, LLC, as Tenant, and that
     certain Fifth Amendment to FBO Lease dated January 14, 2005, executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant.


                                   Sch. 5.5-1

<PAGE>

E.   Consents are required under the following agreements in order to encumber
     the premises, including improvements thereon, as contemplated by the
     Agreement:

     MIDWAY

1.   Facilities Lease and Use Agreement dated as of September 23, 2003, between
     the City of Chicago and Atlantic Aviation Corporation for property located
     at Chicago Midway Airport.

     TETERBORO

2.   Use and Occupancy Agreement dated as of January 1, 1986, between Johnson
     Controls World Services, Inc. (successor by assignment to Pan American
     World Airways, Inc.) and Atlantic Aviation Corporation (successor by
     assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988,
     January 23, 1995, May 27, 1999 and August 23, 2000, for property located at
     Teterboro Airport.

3.   Use and Occupancy Agreement dated as of February 14, 1979, between Johnson
     Controls World Services Inc. (successor by assignment to Pan American World
     Airways, Inc.) and Atlantic Aviation Corporation, as amended and
     supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18,
     1999, August 1, 1999, and August 23, 2000, for property located at
     Teterboro Airport.

4.   Agreement to Perform Operations and Maintenance at the Port Authority
     Teterboro Airport, dated September 15, 2000, between the Port Authority of
     New York and New Jersey and American Port Services, Inc., as supplemented
     by Letter, dated October 7, 2002, from Cile Pace to Oswin Moore increasing
     Management Fee thereunder. ; as assigned by Assignment with Assumption and
     Consent Agreement dated November 27, 2002, by and among The Port Authority
     of New York and New Jersey, American Port Services Inc and Macquarie
     Aviation North America 2 Inc.

     BRIDGEPORT

5.   Lease and Operation Agreement dated as of September 1, 1995, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 1 and
     2).

6.   Lease and Operation Agreement dated as of September 5, 2002, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 3 and
     4).

     HARTFORD

7.   Operating Agreement dated as of May 2, 1996, between the State of
     Connecticut Department of Transportation and Brainard Airport Services,
     Inc. d/b/a Million Air for


                                   Sch. 5.5-2

<PAGE>

     management of Air One, Inc. and Charter Oak Aviation, Inc. at
     Hartford-Brainard Airport.

8.   Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport. Brainard was assigned Air One's obligations
     under a January 11, 1999, Purchase Agreement.

9.   Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended on February 26, 1991, July 21, 1995, and October
     6, 1999, for property located at Hartford-Brainard Airport.

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

10.  Lease Development, & Operating Agreement dated as of December 8, 1998,
     between City of Philadelphia and Atlantic Aviation Flight Support, Inc.
     (f/k/a Atlantic Aviation PHL, Inc.), as amended on May 27, 1999, July 1,
     1999, October 6, 1999, September 29, 2000, September 6, 2001, and
     _________, 2001 (Sixth Amendment), for properties located at Philadelphia
     International Airport and Northeast Philadelphia Airport.

     FARMINGDALE

11.  Lease Agreement dated November 19, 1987, between the New York State
     Department of Transportation and Flightways of Long Island, Inc., as
     amended on January 21, 1992, October 15, 1992, September 30, 1993, May 10,
     1993, February 11, 1994, and December 24, 1997, for property located at
     Republic Airport.

     NEW ORLEANS INTERNATIONAL AIRPORT

12.  Lease dated September 7, 1977, between City of New Orleans and General
     Aviation Corporation, as amended on November 5, 1986, for property located
     at New Orleans International Airport.

13.  FBO Lease and Use Agreement dated effective March 23, 2001, between New
     Orleans Aviation Board and General Aviation, L.L.C., successor by merger to
     General Aviation Corporation, as amended on March 22, 2002, for property
     located at New Orleans International Airport.

     NEW ORLEANS LAKEFRONT

14.  Contract of Lease dated February 1, 1995, between Board of Commissioners of
     Orleans Levee District and General Aviation of New Orleans, Inc. for
     property located at New Orleans Lakefront Airport.

15.  Lease Agreement dated February 27, 2004, by and between Board of
     Commissioners of Orleans Levee District and General Aviation of New
     Orleans, L.L.C. d/b/a Atlantic Aviation for property (Tidewater Hangar) at
     New Orleans Lakefront Airport.

     PALM SPRINGS


                                   Sch. 5.5-3

<PAGE>

16.  Indenture of Lease and Aeronautical Concession Agreement effective December
     15, 1981 between the City of Palm Springs, California and Jimsair Aviation
     Services, Inc., as modified by that certain Amendment No. 1 dated September
     18, 1986, as further modified by that certain Option Agreement dated
     September 18, 1986 between the City of Palm Springs and Jimsair Aviation
     Services, Inc., as further modified by that certain Consent to Assignment
     and Encumbrance of Ground Lease Interest dated March 17, 1994 among the
     City of Palm Springs and Dorfinco Corporation and Air Sources, Inc., as
     further modified by that certain Estoppel and Consent Regarding Lease and
     Option to Lease No. 1764, dated as of December 1, 2004, among the City of
     Palm Springs, Palm Springs FBO Two LLC, a Delaware limited liability
     company, d.b.a. Million Air Palm Springs, and North America Capital Holding
     Company,

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

17.  FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, that certain
     Fourth Amendment to FBO Lease dated December 19, 2002 executed by the
     County of Orange as Lessor and Newport FBO Two, LLC, as Tenant, and that
     certain Fifth Amendment to FBO Lease dated January 14, 2005, executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant.

     MCCARRAN INTERNATIONAL AIRPORT

18.  Lease Agreement, dated June 18, 1996, the County of Clark, a political
     subdivision of the State of Nevada, and Eagle Aviation Resources Ltd., a
     Nevada limited liability company.

     PITTSBURGH INTERNATIONAL AIRPORT

19.  Lease Agreement (No. 38925), dated January 28, 1998, by and between the
     County of Allegheny and American Port Services, Inc.; amended by Amendment
     Agreement, dated July 12, 1999; amended by Second Amendment, dated
     September 13, 2001; and further amended by Letter, dated August 24, 2000,
     from the County of Allegheny, revising Exhibit A to confirm surveyed lease
     areas; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)

20.  License Agreement (No. 38926), dated January 28, 1998, by and between the
     County of Allegheny, as licensor, and American Port Services, Inc., as
     licensee; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)


                                   Sch. 5.5-4

<PAGE>

     NEW CASTLE AIRPORT

21.  Lease Agreement, dated September 25, 1987, by and between New Castle County
     and Dawn Aeronautics, Inc., assigned by Assignment of Lease, dated November
     12, 1996, by and between Dawn Aeronautics, Inc., as assignor to Dawn Aero,
     Inc., as assignee; and Memorandum of Lease, dated August 10, 1998, by and
     between Delaware River and Bay Authority and Dawn Aero, Inc. (New Castle)

22.  Lease Agreement, dated February 2, 1997, between The Delaware River and Bay
     Authority, as lessor, and Dawn Aero, Inc, as lessee, as amended by letter,
     dated June 26, 2002, confirming extension of the lease. (Brett Road Lease,
     New Castle)

     REPUBLIC AIRPORT

23.  Management and Operation of Republic Airport Agreement, dated April 1,
     2000, between the People of the State of New York and American Port
     Services, Inc., as supplemented by Supplemental Agreement No. 1, effective
     as of April 1, 2001, between the People of the State of New York, acting by
     and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc.; and as further
     supplemented by Supplemental Agreement No. 2, effective as of April 1,
     2002, between the People of the State of New York, acting by and through
     the Commissioner of Transportation and the Department of Transportation,
     and American Port Services, Inc; as assigned by Consent dated September 13,
     2002, by the The People of the Sate of New York acting by and through the
     Department of Transportation in favour of American Port Services Inc and
     Macquarie Aviation North America 2 Inc.

     TWEED - NEW HAVEN AIRPORT

24.  Management Agreement for the Operation of Tweed-New Haven Airport, dated
     July 1, 1998, between the Tweed-New Haven Airport Authority and American
     Port Services, Inc.; as assigned by Consent and Agreement dated September
     18, 2002, by and between Tweed-New Haven Airport Authority, American Port
     Services Inc and Macquarie Aviation North America 2 Inc.

     WESTCHESTER COUNTY AIRPORT

25.  Contract for the Management and Operation of Westchester County Airport,
     dated June 26, 1996, between the County of Westchester and Johnson Controls
     World Services, Inc., as assigned by the Assignment Agreement, dated July
     1997, between the County of Westchester, Johnson Controls World Services,
     Inc. and American Port Services, Inc.; as assigned by Consent and Agreement
     dated December 12, 2002, by and between County of Westchester, American
     Port Services Inc and Macquarie Aviation North America Inc.


                                   Sch. 5.5-5

<PAGE>

     34TH STREET HELIPORT

26.  Operating Agreement between New York City Economic Development Corporation
     and Macquarie Aviation North America, Inc. a/k/a Avports, dated as of
     September 1, 2005


                                   Sch. 5.5-6
<PAGE>

                                                                    Schedule 5.7
                                                               to Loan Agreement

                                  SCHEDULE 5.7

                           LITIGATION AND PROCEEDINGS

1.   During May 2001, Brant Motorsports, Inc. ("Brant") filed a lawsuit against
     Atlantic Aviation Corporation ("Atlantic") in the Court of Common Pleas of
     Blair County, Pennsylvania, case number 200 1-GN3237, for non payment of
     fees for the sponsorship of a race car owned and operated by Brant.
     Atlantic has responded to the lawsuit and is in the discovery process.
     Atlantic has a $250,000 reserve for this matter.

2.   Bridgeport Airport Services, Inc. ("Bridgeport") has filed a declaratory
     judgment action against the Town of Stratford, Connecticut in January 2003.
     The action seeks a declaration that Bridgeport is not responsible for
     payment of real property taxes to the Town of Stratford because it is not
     the owner of the property, and further, that the owner of the property is
     tax exempt.

3.   On June 19, 2002 Dawn Macvicar as Administrator for the estate of Gregory
     Macvicar filed a lawsuit against Million Air Interlink, Executive, and
     several other defendants in the Supreme Court of the State of New York,
     County of New York Index No. 110136/02. This case was filed as a result of
     an aircraft crash on May 21, 2000. Executive is being defended by its
     insurance carrier in this matter and has responded to the lawsuit. The
     plaintiff has agreed to settle the case, which settlement will result in no
     additional liability to Executive. This settlement agreement is subject to
     approval by the Supreme Court of the State of New York.

4.   A second lawsuit related to the same matter in Item 3 was filed by Cana
     Basat Colon as Administrator for the estate of Can Basat in the Supreme
     Court of the State of New York, County of New York. Executive is being
     defended by its insurance carrier in this matter and has responded to the
     lawsuit. The plaintiff has agreed to settle the case, which settlement will
     result in no additional liability to Executive. This settlement agreement
     is subject to approval by the Supreme Court of the State of New York.

5.   On February 5, 2005, a Challenger aircraft crashed during take off at
     Teterboro airport. The aircraft skidded off the end of the runway, through
     a fence, across several lanes of traffic and came to rest in a warehouse.
     Certain individuals allege injuries sustained as a result of this accident
     and have filed actions naming several defendants, including one or more
     subsidiaries of the Borrower.

6.   Atlantic received a letter dated July 8, 1999, from the attorney for
     Arrendadora International S.A. de C.V. ("Arrendadora") claiming that
     Atlantic had wrongly levied upon and converted a 1967 Learjet Model 24XR
     owned by Arrendadora, which had been


                                    Sch. 5.7

<PAGE>

     housed at Atlantic's facility at Hobby Airport in Houston. By letter dated
     September 29, 1999, Arrendadora's attorney threatened litigation in this
     matter if it were not resolved. By letter from its attorney dated October
     11, 1999, Atlantic denied liability and threatened a counterclaim for
     non-payment of sums owed relating to the storage of the aircraft. Atlantic
     continues to dispute this claim. Litigation was filed in Harris County
     Texas by Arrendadora on July 13, 2001. Atlantic has responded to the
     lawsuit and is in the discovery process.

7.   On June 4, 2003, AJM Contractors, Inc. filed a complaint against E.P.
     Guidi, Inc., Atlantic, Port of New York Authority, et al., Docket Number
     BER-L-004048-03, pending in the Superior Court of New Jersey Law Division,
     Bergen County. This lawsuit is by a subcontractor for additional funds
     allegedly due in connection with construction work performed at Atlantic's
     FBO located at Teterboro Airport, New Jersey. The subcontractor seeks the
     amount of $206,439.24. The lawsuit is being handled by counsel for the
     general contractor, E.P. Guidi, Inc. on behalf of both the general
     contractor and Atlantic.

8.   The Town of Babylon's petition seeking an injunction barring completion of
     a hangar facility at Republic Airport was dismissed in the action entitled
     Town of Babylon v. New York State Dep't of Transp., Index No. 25100/04. The
     Town of Babylon has appealed that ruling and the appeal is currently being
     briefed by the parties.

9.   Complaint filed on January 25, 2005, by Corporacion Sambil naming Eagle
     Canyon Airlines d/b/a Las Vegas Executive Air Terminal as a Defendant

     District Court, Clark County, Nevada
     Case No. A498583
     Department No. 13

10.  The following individuals have asserted claims against Macquarie Airports
     North America Inc. and/or its subsidiaries for injuries allegedly suffered
     as a result of accidents on property operated by Macquarie Airports North
     America Inc. and/or its subsidiaries:

     Florence Jasudowicz

     Dorothy Y. Wender

     Jeanne P. Turnow

     Alfred J. Richards/Gloria R. Richards

     Keith Feldman/Ethel Feldman

     Emil Miele/Sandra Miele

     Mildred Kay Shotsberger/John Shotsberger

     Rosaleen Sorento

     Carol Mendalski/Eugene Mendalski

     Rose Cicatelil


                                    Sch. 5.7

<PAGE>

                                                                    Schedule 5.8
                                                               to Loan Agreement

                                  SCHEDULE 5.8

                                     LEASES

FBO Leases

     See items set forth on Schedule A-1.

Management Contracts

     See items set forth on Schedule A-2.

Other Real Property Agreements

Executive Air Support:

1.   Lease Agreement dated as of December 19, 2001, between CB Parkway Business
     Center IV, Ltd. and Executive Air Support, Inc., as amended on March 15,
     2002 and further amended on January 10, 2005, for office space located at
     6504 International Parkway, Suite, 1100, Plano, Texas.

2.   Hangar Facilities Lease dated as of January 30, 1987, between General
     Aviation Corporation, as lessor, and Freeport-McMoRan Inc., as lessee, for
     a portion of property located at New Orleans International Airport.

3.   Office Rental Agreement - Republic Airport dated November 1, 2000, between
     Airlink, Inc. and Flightways of Long Island, Inc. d/b/a Million Air.

4.   Hangar Development Operation and Use Agreement dated January 4, 2004,
     between Talon Air Services, LLC, Talon Air, Inc. and Flightways of Long
     Island, Inc.

5.   Lease Agreement between Aero New Orleans, LLC and General Aviation, LLC
     commencing on January 1, 2003, for property located at New Orleans
     International Airport.

6.   Lease Agreement dated July 1, 2001, between CSC Transport, Inc. and
     Flightways of Long Island, Inc. d/b/a Million Air.

7.   Lease Agreement dated February 21, 2000, between Flightways of Long Island,
     Inc. d/b/a Million Air and East Coast Aviation Services, Ltd. d/b/a
     Executive Airlines (now assigned to Michael S. Peragine).


                                    Sch. 5.8

<PAGE>

8.   Use and Occupancy Agreement dated April 1, 2003, between Bridgeport Airport
     Services, Inc. and Privatair.

9.   Use and Occupancy Agreement dated July 1, 2002, between Bridgeport Airport
     Services, Inc. and Privatair.

10.  Use and Occupancy License Agreement dated February 1, 2001, between
     Atlantic Aviation Flight Support, Inc. and Hortman Aviation, Inc.

11.  Use and Occupancy Agreement dated October 1, 2002, between Atlantic
     Aviation Corporation and Verizon Services Corp.

12.  Use and Occupancy Agreement dated February 28, 2003, between Atlantic
     Aviation Corporation and Atlantic Aviation Flight Services, Inc.

13.  Use and Occupancy Agreement dated March 1, 2003, between Atlantic Aviation
     Corporation and Kelso Aviation.

14.  Use and Occupancy Agreement dated June 5, 2002, between Atlantic Aviation
     Corporation and Flight Options.

15.  Use and Occupancy Agreement dated March 1, 2002, between Atlantic Aviation
     Corporation and Loral Spacecom Corp.

16.  Use and Occupancy Agreement dated March 1, 2003, between Atlantic Aviation
     Corporation and Pro Flite.

17.  Use and Occupancy Agreement dated March 1, 2003, between Atlantic Aviation
     Corporation and 711 Air Corporation.

18.  Use and Occupancy Agreement dated November 14, 2000, between Atlantic
     Aviation Corporation and Sony Aviation, Inc.

General Aviation:

1.   Leaseback Agreement between Air Sources, Inc. and Jacqueline Nightingale as
     Trustee of the Leon R. Nightingale Family Trust dated June 2, 1998.

Louisville (Andalex):

1.   Lease and Security Agreement Assignment and Assumption Agreement and
     General Instrument of Transfer dated 8th September, 2004 by and between
     Andalex Resources, Inc., a Delaware Corporation and Macquarie Aviation
     North America 2, Inc. d/b/a AvPorts, a Delaware Corporation.

2.   Lease dated 12th day of December, 1995, by and between Regional Airport
     Authority of Louisville and Jefferson County, a body politic and corporate
     existing pursuant to KRS Chapter 183, and Andalex Resources, Inc., a
     Delaware corporation.


                                    Sch. 5.8

<PAGE>

3.   First Amendment to Lease is dated 8th day of September, 2004 by and between
     the Louisville Regional Airport Authority, formerly known as The Regional
     Airport Authority, formerly known as The Regional Airport Authority of
     Louisville and Jefferson County, a body politic and corporate and Macquarie
     Aviation North America 2, Inc., d/b/a Avports.

4.   Assignment & Assumption Agreement dated the 8th day of September, 2004, by
     and between The Louisville Regional Airport Authority f/k/a the Regional
     Airport Authority of Louisville and Jefferson County, a body politic and
     corporate, and Macquarie Aviation North America 2, Inc. d/b/a Avports, a
     Delaware corporation.

5.   Consent to Lease and Security Agreement Assignment and Assumption Agreement
     and General Instrument of Transfer and Partial Release dated September 8,
     2004, by and among Andalex Resources, Inc. a Delaware corporation,
     Macquarie Aviation North America 2, Inc., a Delaware corporation, and the
     Louisville Regional Airport Authority.

6.   Acknowledgement and Confirmation FBO Agreement of Extension between
     Louisville Regional Airport Authority and Macquarie Aviation North America
     2, Inc.

7.   Lease and Security Agreement Assignment and Assumption Agreement and
     General Instrument of Transfer dated September 8, 2004, by and between
     Andalex Resources, Inc., a Delaware corporation, and Macquarie Aviation
     North America 2, Inc. d/b/a Avports, a Delaware corporation.

Louisville (Republic):

1.   All Agreements pertaining to the Republic Airline, Inc. transaction, by and
     between Republic, Macquarie Aviation North America 2, Inc. and the
     Louisville Regional Airport Authority, dated September 30, 2003 and
     including the Hangar and Office Complex Participation Agreement; the Hangar
     and Complex Lease Agreement; the Hangar and Office Sublease Agreement; the
     Consent to Hangar and Office Sublease Agreement; the Services an, Supply
     and Hangar 2 Sublease Agreement and Consent; the Amendment to FBO Lease and
     Concession Agreement and the Republic Permit.

Pittsburgh:

1.   By and between Macquarie Aviation North America 2 Inc. d/b/a AvPorts, d/b/a
     FBO AvCenter Pittsburgh, a Delaware corporation, and Corporate Air LLC a
     Pennsylvania corporation.

Wilmington:


                                    Sch. 5.8

<PAGE>

1.   Lease dated on or about April 26, 2005 between the Delaware River and Bay
     Authority and ILG AvCenter, Inc. for premises known as 600 Brett Road at
     New Castle County Airport, Delaware.

Corporate Leases

Teterboro Administration Office

1.   Use and Occupancy Agreement (File N. TA-306), dated December 1, 1999
     between Johnson Controls World Services Inc. and American Port Services
     Inc., as consented to by Consent Agreement, dated 15th day of December 1999
     by and among Johnson Controls World Services Inc., The Port Authority of
     New York and New Jersey, and American Port Services Inc.; as supplemented
     by Supplemental Agreement, dated August 23, 2000, by and between The Port
     Authority of New York and New Jersey and American Port Services, Inc., as
     assigned by Assignment with Assumption and Consent Agreement, dated
     November 27, 2002, by and among The Port Authority of New York and New
     Jersey, American Port Services, Inc., and Macquarie Aviation North America
     2, Inc; and as extended by Letter Agreement, dated November 7, 2003, by and
     between The Port Authority of New York and New Jersey and Macquarie
     Aviation North America 2, Inc.

World Trade Center Corporate Office

1.   Lease Agreement dated April 14, 2004, by and between Maryland Port
     Administration and Macquarie Aviation North America 2, Inc.


                                    Sch. 5.8

<PAGE>

                                                                   Schedule 5.10
                                                               to Loan Agreement

                                  SCHEDULE 5.10

                             EXCEPTIONS AS TO LIENS

A.   Consents are required under the following agreements in order to assign any
     of such agreements, or any rights thereunder, as contemplated by the
     Agreement:

     MIDWAY

1.   Facilities Lease and Use Agreement dated as of September 23, 2003, between
     the City of Chicago and Atlantic Aviation Corporation for property located
     at Chicago Midway Airport.

     TETERBORO

2.   Use and Occupancy Agreement dated as of January 1, 1986, between Johnson
     Controls World Services, Inc. (successor by assignment to Pan American
     World Airways, Inc.) and Atlantic Aviation Corporation (successor by
     assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988,
     January 23, 1995, May 27, 1999 and August 23, 2000, for property located at
     Teterboro Airport.

3.   Use and Occupancy Agreement dated as of February 14, 1979, between Johnson
     Controls World Services Inc. (successor by assignment to Pan American World
     Airways, Inc.) and Atlantic Aviation Corporation, as amended and
     supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18,
     1999, August 1, 1999, and August 23, 2000, for property located at
     Teterboro Airport.

     BRIDGEPORT

4.   Lease and Operation Agreement dated as of September 1, 1995, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 1 and
     2).

5.   Lease and Operation Agreement dated as of September 5, 2002, between City
     of Bridgeport and Bridgeport Airport Services, Inc. d/b/a Million Air
     Bridgeport for property located at Sikorsky Memorial Airport (Hangars 3 and
     4).

     HARTFORD

6.   Operating Agreement dated as of May 2, 1996, between the State of
     Connecticut Department of Transportation and Brainard Airport Services,
     Inc. d/b/a Million Air for management of Air One, Inc. and Charter Oak
     Aviation, Inc. at Hartford-Brainard Airport.

7.   Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport.


                                    Sch. 5.10

<PAGE>

     Brainard was assigned Air One's obligations under a January 11, 1999,
     Purchase Agreement.

8.   Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended on February 26, 1991, July 21, 1995, and October
     6, 1999, for property located at Hartford-Brainard Airport.

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

9.   Lease Development, & Operating Agreement dated as of December 8, 1998,
     between City of Philadelphia and Atlantic Aviation Flight Support, Inc.
     (f/k/a Atlantic Aviation PHL, Inc.), as amended on May 27, 1999, July 1,
     1999, October 6, 1999, September 29, 2000, September 6, 2001, and
     _________, 2001 (Sixth Amendment), for properties located at Philadelphia
     International Airport and Northeast Philadelphia Airport.

     HOBBY

10.  Lease Agreement dated August 25, 1970, between City of Houston and Atlantic
     Aviation Corporation, as amended and supplemented on February 3, 1972, July
     19, 1972, October 19, 1976, February 12, 1979, and November 2, 2000
     (countersigned date), for property located at William P. Hobby Airport.

11.  Lease Agreement dated as of November 9, 1993, between City of Houston and
     Atlantic Aviation Corporation, as amended on February 6, 1997, for property
     located at William P. Hobby Airport.

     FARMINGDALE

12.  Lease Agreement dated November 19, 1987, between the New York State
     Department of Transportation and Flightways of Long Island, Inc., as
     amended on January 21, 1992, October 15, 1992, September 30, 1993, May 10,
     1993, February 11, 1994, and December 24, 1997, for property located at
     Republic Airport.

     NEW ORLEANS INTERNATIONAL AIRPORT

13.  Lease dated September 7, 1977, between City of New Orleans and General
     Aviation Corporation, as amended on November 5, 1986, for property located
     at New Orleans International Airport.

14.  FBO Lease and Use Agreement dated effective March 23, 2001, between New
     Orleans Aviation Board and General Aviation, L.L.C., successor by merger to
     General Aviation Corporation, as amended on March 22, 2002, for property
     located at New Orleans International Airport.

     NEW ORLEANS LAKEFRONT

15.  Contract of Lease dated February 1, 1995, between Board of Commissioners of
     Orleans Levee District and General Aviation of New Orleans, Inc. for
     property located at New Orleans Lakefront Airport.


                                    Sch. 5.10

<PAGE>

16.  Lease Agreement dated February 27, 2004, by and between Board of
     Commissioners of Orleans Levee District and General Aviation of New
     Orleans, L.L.C. d/b/a Atlantic Aviation for property (Tidewater Hangar) at
     New Orleans Lakefront Airport.

     PALM SPRINGS

17.  Indenture of Lease and Aeronautical Concession Agreement effective December
     15, 1981 between the City of Palm Springs, California and Jimsair Aviation
     Services, Inc., as modified by that certain Amendment No. 1 dated September
     18, 1986, as further modified by that certain Option Agreement dated
     September 18, 1986 between the City of Palm Springs and Jimsair Aviation
     Services, Inc., as further modified by that certain Consent to Assignment
     and Encumbrance of Ground Lease Interest dated March 17, 1994 among the
     City of Palm Springs and Dorfinco Corporation and Air Sources, Inc., as
     further modified by that certain Estoppel and Consent Regarding Lease and
     Option to Lease No. 1764, dated as of December 1, 2004, among the City of
     Palm Springs, Palm Springs FBO Two LLC, a Delaware limited liability
     company, d.b.a. Million Air Palm Springs, and North America Capital Holding
     Company,

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

18.  FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, that certain
     Fourth Amendment to FBO Lease dated December 19, 2002 executed by the
     County of Orange as Lessor and Newport FBO Two, LLC, as Tenant, and that
     certain Fifth Amendment to FBO Lease dated January 14, 2005, executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant..

     MCCARRAN INTERNATIONAL AIRPORT

19.  Lease Agreement, dated June 18, 1996, the County of Clark, a political
     subdivision of the State of Nevada, and Eagle Aviation Resources Ltd., a
     Nevada limited liability company.

     PITTSBURGH INTERNATIONAL AIRPORT

20.  Lease Agreement (No. 38925), dated January 28, 1998, by and between the
     County of Allegheny and American Port Services, Inc.; amended by Amendment
     Agreement, dated July 12, 1999; amended by Second Amendment, dated
     September 13, 2001; and further amended by Letter, dated August 24, 2000,
     from the County of Allegheny, revising Exhibit A to confirm surveyed lease
     areas; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)


                                    Sch. 5.10

<PAGE>

21.  License Agreement (No. 38926), dated January 28, 1998, by and between the
     County of Allegheny, as licensor, and American Port Services, Inc., as
     licensee; as assigned by Assignment Agreement dated November 5, 2002 by and
     between Alleghany County Airport Authority, American Port Services Inc and
     Macquarie Aviation north America 2 Inc. (Pittsburgh)

     LOUISVILLE INTERNATIONAL AIRPORT

22.  Fixed Base Operator Lease and Concession Agreement, dated March 20, 1996,
     by and between the Regional Airport Authority of Louisville and Jefferson
     County and Johnson Controls World Services, Inc., as amended by First
     Amendment, dated October 14, 1996, to the Fixed Base Operator Lease and
     Concession Agreement dated March 20, 1996, by and between the Regional
     Airport Authority of Louisville and Jefferson County and Johnson Controls
     World Services, Inc.; assigned by the Assignment of Contract, Amendment and
     Consent, dated July 30, 1997, by and among the Regional Airport Authority
     of Louisville and Jefferson County, Johnson Controls World Services, Inc.
     and American Port Services, Inc.; and further amended by Letter Agreement,
     dated July 10, 2001, by and between Regional Airport Authority of
     Louisville and Jefferson County and American Port Services, Inc.; and
     assigned by Consent dated November 1, 2002, by the Regional Airport
     Authority of Louisville and Jefferson County in favour of American Port
     Services Inc and Macquarie Aviation North America 2 Inc. (Louisville)

     GULFPORT-BILOXI REGIONAL AIRPORT

23.  Amended Fixed Base Operator Lease with U.S. Aviation Corporation, dated May
     1, 1991, by and between the Gulfport-Biloxi Regional Airport Authority and
     U.S. Aviation Corporation, which amends and restates the lease, dated
     February 8, 1980, entered into by the Gulfport-Biloxi Regional Airport
     Authority with Aero International, Inc.; assigned by Assignment and
     Assumption of Leases, dated as of September 18, 2000, between U.S.
     Aviation, Inc. as assignor and American Port Services, Inc., as assignee;
     and consented to by Consent to Assignment and Estoppel Certificate, dated
     September 15, 2000, by the Gulfport-Biloxi Regional Airport Authority to
     and in favor of U.S. Aviation, Inc. and American Port Services, Inc. and
     assigned by Assignment and Assumption of Leases dated November 5, 2002 by
     and between American Port Services Inc and Macquarie Aviation North America
     2 Inc. (Gulfport)

24.  Fixed Base Operator Lease, dated September 3, 1997, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services, Inc.
     and U.S. Aviation, Inc. and assigned by Assignment and Assumption of Leases
     dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Ramp Lease, Gulfport)


                                    Sch. 5.10

<PAGE>

25.  Bare Ground Lease for Fuel Farm, dated March 5, 1999, between the
     Gulfport-Biloxi Regional Airport Authority and U.S. Aviation Corporation;
     assigned by Assignment and Assumption of Leases, dated as of September 18,
     2000, by and between U.S. Aviation, Inc., as assignor to American Port
     Services, Inc., as assignee; and consented to by Consent of Assignment and
     Estoppel Certificate, dated September 15, 2000, by the Gulfport-Biloxi
     Regional Airport Authority to and in favor of American Port Services, Inc.
     and U.S. Aviation, Inc. and assigned by Assignment and Assumption of Leases
     dated November 5, 2002 by and between American Port Services Inc and
     Macquarie Aviation North America 2 Inc. (Fuel Farm Lease, Gulfport)

     BURLINGTON AIRPORT

26.  Lease between the City of Burlington, Airport Realty Associates and Valley
     Air Services, Inc., dated February 19, 1986; modified by Modification of
     Lease, dated September 13, 1989; further modified by Second Modification of
     Lease Agreement, dated September 13, 1989; further modified by Third
     Modification of Lease Agreement, dated January 11, 1992; assigned to HCA
     Airport Realty, LLC by a Deed of Transfer and Assignment of Leases, dated
     March 14, 1997; sublet to Valley Air Services, Inc. by Sublease, dated
     March 14, 1997, between HCA Airport Realty, LLC and Valley Air Services,
     Inc.; assignment and sublet consented to by Consent to Assignment and
     Assumption of Leases, dated March 14, 1997; amended by Letter Agreement,
     dated March 14, 1997, by and among the City of Burlington, HCA Airport
     Realty, LLC and Valley Air Services, Inc.; further modified by Fourth
     Modification of Lease Agreement, dated November 25, 1997; further assigned
     by Assignment of Leases and Agreement, dated July 2, 2001, by and between
     HCA Airport Realty, LLC, Valley Air Services, Inc. and HCA Aircraft
     Services, LLC, as assignors, Amports Avcenters, Inc., as assignee and
     American Port Services, Inc.; and assignment consented to and lease further
     modified by Consent to Assignment and Assumption of Leases and Lease
     Amendment Agreement, dated July 2, 2001, by and among the City of
     Burlington, American Port Services, Inc., Amports Avcenters, Inc., Valley
     Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft Services,
     LLC.; as guaranteed by Macquarie Airports North America Inc under
     Termination and Release Agreement dated October 28, 2002 by the City of
     Burlington, Vermont in favor of American port Services Inc and Macquarie
     Airports North America Inc. (Heritage East Lease, Burlington)

27.  Fixed Base Operator and Lease Agreement between the City of Burlington and
     HCA Aircraft Services, LLC, dated November 25, 1997; sublet to Valley Air
     Services, Inc. by Sublease, dated as of November 25, 1997; modified by
     Letter Agreement, dated September 14, 1998, by and among the City of
     Burlington, HCA Airport Realty, LLC, HCA Aircraft Services, LLC, Valley Air
     Services, Inc., Valet Air Services, Inc., Neagley & Chase Construction
     Company and Burlington Community Development Corporation; assigned by
     Assignment of Leases and Agreement, dated July 2, 2001, by and among
     American Port Services, Inc., Amports Avcenters, Inc., as assignee, Valley
     Air Services, Inc., HCA Airport Realty, LLC and HCA Aircraft Services, LLC,
     as assignors; and assignment consented to and lease further modified by
     Consent to Assignment and


                                    Sch. 5.10

<PAGE>

     Assumption of Leases and Lease Amendment Agreement, dated July 2, 2001, by
     and among the City of Burlington, American Port Services, Inc., Amports
     Avcenters, Inc., Valley Air Services, Inc., HCA Airport Realty, LLC and HCA
     Aircraft Services, LLC. ; as guaranteed by Macquarie Airports North America
     Inc under Termination and Release Agreement dated October 28, 2002 by the
     City of Burlington, Vermont in favor of American port Services Inc and
     Macquarie Airports North America Inc. (Heritage West Lease, Burlington)

28.  Lease Agreement between Burlington Community Development Corporation and
     HCA Aircraft Services, LLC, dated November 25, 1997; Subordination,
     Attornment and Non-Disturbance Agreement, dated November 25, 1997, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC and Burlington
     Community Development Corporation; sublet to Valley Air Services, Inc. by
     Sublease, dated as of November 25, 1997; modified by Letter Agreement,
     dated September 14, 1998, by and among the City of Burlington, HCA Airport
     Realty, LLC, HCA Aircraft Services, LLC, Valley Air Services, Inc., Valet
     Air Services, Inc., Neagley & Chase Construction Company and Burlington
     Community Development Corporation; assigned by Assignment of Leases and
     Agreement, dated July 2, 2001, by and among American Port Services, Inc.,
     Amports Avcenters, Inc., as assignee, Valley Air Services, Inc., HCA
     Airport Realty, LLC and HCA Aircraft Services, LLC, as assignors; and
     assignment consented to and further modified by Consent to Assignment and
     Assumption of Leases and Lease Amendment Agreement, dated July 2, 2001, by
     and among the City of Burlington, American Port Services, Inc., Amports
     Avcenters, Inc., Valley Air Services, Inc., HCA Airport Realty, LLC and HCA
     Aircraft Services, LLC, and by Letter Agreement, dated July 3, 2001, by and
     among The Howard Bank, N.A., HCA Aircraft Services, LLC, Burlington
     Community Development Corporation and Amports Avcenters, Inc. ; as
     guaranteed by Macquarie Airports North America Inc under Termination and
     Release Agreement dated October 28, 2002 by the City of Burlington, Vermont
     in favor of American port Services Inc and Macquarie Airports North America
     Inc. (North Hangar Lease, Burlington)

     NEW CASTLE AIRPORT

29.  Lease Agreement, dated September 25, 1987, by and between New Castle County
     and Dawn Aeronautics, Inc., assigned by Assignment of Lease, dated November
     12, 1996, by and between Dawn Aeronautics, Inc., as assignor to Dawn Aero,
     Inc., as assignee; and Memorandum of Lease, dated August 10, 1998, by and
     between Delaware River and Bay Authority and Dawn Aero, Inc. (New Castle)

30.  Lease Agreement, dated February 2, 1997, between The Delaware River and Bay
     Authority, as lessor, and Dawn Aero, Inc, as lessee, as amended by letter,
     dated June 26, 2002, confirming extension of the lease. (Brett Road Lease,
     New Castle)

     ATLANTIC CITY INTERNATIONAL AIRPORT


                                    Sch. 5.10

<PAGE>

31.  Management Agreement for the Operation of the Atlantic City International
     Airport, dated August 20, 2001, by and between South Jersey Transportation
     Authority and American Port Services, Inc. ; and assigned by Consent dated
     October 22, 2002, by the South Jersey Transportation Authority in favour of
     American Port Services Inc and Macquarie Aviation North America 2 Inc.

     REPUBLIC AIRPORT

32.  Management and Operation of Republic Airport Agreement, dated April 1,
     2000, between the People of the State of New York and American Port
     Services, Inc., as supplemented by Supplemental Agreement No. 1, effective
     as of April 1, 2001, between the People of the State of New York, acting by
     and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc.; and as further
     supplemented by Supplemental Agreement No. 2, effective as of April 1,
     2002, between the People of the State of New York, acting by and through
     the Commissioner of Transportation and the Department of Transportation,
     and American Port Services, Inc; as assigned by Consent dated September 13,
     2002, by the The People of the Sate of New York acting by and through the
     Department of Transportation in favour of American Port Services Inc and
     Macquarie Aviation North America 2 Inc.

33.  Engineering and Capital Project Management Agreement, dated April 1, 2000,
     between the People of the State of New York, acting by and through the
     Department of Transportation and American Port Services, Inc.; as
     supplemented by Supplemental Agreement No. 1 for Capital Facilities
     Development, dated April 1, 2001, between the People of the State of New
     York acting by and through the Commissioner of Transportation and the
     Department of Transportation and American Port Services, Inc., Supplemental
     Agreement No. 2 for Capital Facilities Development, effective as of October
     24, 2001, between the People of the State of New York, acting by and
     through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. as further supplemented by
     Supplemental Agreement No. 3 for Capital Facilities Development, effective
     as of February 1, 2002, between the People of the State of New York, acting
     by and through the Commissioner of Transportation and the Department of
     Transportation, and American Port Services, Inc. and as further
     supplemented by Supplemental Agreement No. 4 for Capital Facilities
     Development, effective as of May 1, 2002, between the People of the State
     of New York, acting by and through the Commissioner of Transportation and
     the Department of Transportation, and American Port Services, Inc. ; as
     assigned by Consent dated September 13, 2002, by the The People of the Sate
     of New York acting by and through the Department of Transportation in
     favour of American Port Services Inc and Macquarie Aviation North America 2
     Inc.; as further supplemented by Supplemental Agreement No. 5 for Capital
     Facilities Development, effective as of March 28, 2003, between the People
     of the State of New York, acting by and through the Commissioner of
     Transportation and the Department of Transportation, and Macquarie Aviation
     North America 2, Inc.; as extended by Contract Extension Memorandum dated
     December 3, 2004 by and between the People of the State of New York, acting
     by and through the Commissioner of


                                    Sch. 5.10

<PAGE>

     Transportation and the Department of Transportation, and Macquarie Aviation
     North America 2, Inc.; as further supplemented by Supplemental Agreement
     No. 6 for Capital Facilities Development, effective as of August 8, 2005,
     between the People of the State of New York, acting by and through the
     Commissioner of Transportation and the Department of Transportation, and
     Macquarie Aviation North America 2, Inc.; as further supplemented by
     Supplemental Agreement No. 7 for Capital Facilities Development, effective
     as of September 19, 2005, between the People of the State of New York,
     acting by and through the Commissioner of Transportation and the Department
     of Transportation, and Macquarie Aviation North America 2, Inc.; as further
     supplemented by Supplemental Agreement No. 8 for Capital Facilities
     Development, effective as of October 12, 2005, between the People of the
     State of New York, acting by and through the Commissioner of Transportation
     and the Department of Transportation, and Macquarie Aviation North America
     2, Inc.; and as further supplemented by Supplemental Agreement No. 9 for
     Capital Facilities Development, effective as of [date pending], between the
     People of the State of New York, acting by and through the Commissioner of
     Transportation and the Department of Transportation, and Macquarie Aviation
     North America 2, Inc.

     TETERBORO AIRPORT

34.  Agreement to Perform Operations and Maintenance at the Port Authority
     Teterboro Airport, dated September 15, 2000, between the Port Authority of
     New York and New Jersey and American Port Services, Inc., as supplemented
     by Letter, dated October 7, 2002, from Cile Pace to Oswin Moore increasing
     Management Fee thereunder. ; as assigned by Assignment with Assumption and
     Consent Agreement dated November 27, 2002, by and among The Port Authority
     of New York and New Jersey, American Port Services Inc and Macquarie
     Aviation North America 2 Inc.

     TWEED - NEW HAVEN AIRPORT

35.  Management Agreement for the Operation of Tweed-New Haven Airport, dated
     July 1, 1998, between the Tweed-New Haven Airport Authority and American
     Port Services, Inc.; as assigned by Consent and Agreement dated September
     18, 2002, by and between Tweed-New Haven Airport Authority, American Port
     Services Inc and Macquarie Aviation North America 2 Inc.

     WESTCHESTER COUNTY AIRPORT

36.  Contract for the Management and Operation of Westchester County Airport,
     dated June 26, 1996, between the County of Westchester and Johnson Controls
     World Services, Inc., as assigned by the Assignment Agreement, dated July
     1997, between the County of Westchester, Johnson Controls World Services,
     Inc. and American Port Services, Inc.; as assigned by Consent and Agreement
     dated December 12, 2002, by and between County of Westchester, American
     Port Services Inc and Macquarie Aviation North America Inc.


                                    Sch. 5.10

<PAGE>

     ALBANY INTERNATIONAL AIRPORT

37.  Airport Management Services Agreement dated July 13, 2005 by and between
     the Albany County Airport Authority and Macquarie Aviation North America 2,
     Inc.

     34TH STREET HELIPORT

38.  Operating Agreement between New York City Economic Development Corporation
     and Macquarie Aviation North America, Inc. a/k/a Avports, dated as of
     September 1, 2005

B.   Consent is required under the following agreement in order to pledge the
     capital stock of Charter Oak Aviation, Inc., as contemplated by the
     Agreement:

     Lease and Operating Agreement dated as of September 10, 1990, between the
     State of Connecticut, Department of Transportation and Charter Oak
     Aviation, Inc., as amended on February 26, 1991, July 21, 1995, and October
     6, 1999, for property located at Hartford-Brainard Airport.

C.   Consent is required under the following agreement in order to pledge the
     capital stock of Brainard Airport Services, Inc., as contemplated by the
     Agreement:

     Lease and Operating Agreement dated as of October 29, 1985, between the
     State of Connecticut, Department of Transportation and Air One, Inc., as
     amended on June 26, 1991, and November 10, 1997, for property located at
     Hartford-Brainard Airport.

D.   Consent is required under the following agreement to in order to pledge the
     membership interests of Newport FBO Two LLC, as contemplated by the
     Agreement:

     FBO Lease dated October 24, 1994, by and between County of Orange and Pan
     Western, Ltd., a California limited partnership, as amended by that certain
     First Amendment to Ground Lease between County of Orange and Pan Western,
     Ltd., dated November 19, 1996, that certain Second Amendment to FBO Lease
     between County of Orange and Pan Western, Ltd., dated March 24, 1998, that
     certain Third Amendment to FBO Lease dated March 24, 1998 executed by the
     County of Orange as Lessor and Pan Western, Ltd., as Tenant, that certain
     Fourth Amendment to FBO Lease dated December 19, 2002 executed by the
     County of Orange as Lessor and Newport FBO Two, LLC, as Tenant, and that
     certain Fifth Amendment to FBO Lease dated January 14, 2005, executed by
     the County of Orange as Lessor and Newport FBO Two, LLC, as Tenant.

E.   See Schedule 6.2(b) for a listing of existing Liens.


                                    Sch. 5.10

<PAGE>

                                                                   Schedule 5.13
                                                               to Loan Agreement

                                  SCHEDULE 5.13

                             EMPLOYEE BENEFIT PLANS

(a)  Executive sponsors a retiree medical and life insurance plan available to
     certain employees for Atlantic Aviation Corporation. Currently, the plan is
     funded as required to pay benefits and, at December 31, 2004 and 2003, the
     plan had no assets. Executive accounts for postretirement healthcare and
     life insurance benefits in accordance with SFAS No. 106, Employers'
     Accounting for Postretirement Benefits Other Than Pensions. The accumulated
     benefit obligation at December 31, 2004 and 2003, using an assumed discount
     rate of 5.75% and 6%, was approximately $0.7 million and $0.8 million,
     respectively, and the net periodic postretirement benefit cost during 2004
     and 2003 were $82,000 and $102,000, using an assumed discount rate of 6%
     and 6.75% respectively. The post retirement benefit cost was determined
     using January 1, 2004 and 2003 data. There have been no changes in plan
     provisions during 2004 or 2003. For measurement purposes, a 12% annual rate
     of increase in the per capita cost of covered health care benefits was
     assumed for 2004 and assumed to decrease gradually to 5% by 2013 and remain
     at that level thereafter.

     Executive sponsors a Medicare Supplement Plan that is a premium payment
     plan with six participants.

     The provisions of certain employment contracts provide for limited periods
     during which health care coverage is continued following termination of the
     contracts.

     The Company has a Savings and Investment Plan (the Plan) that qualifies
     under Section 401(k) of the Internal Revenue Code. Substantially, all
     full-time, nonunion employees and, pursuant to union contracts, many union
     employees are eligible to participate by electing to contribute 1% to 6% of
     gross pay to the Plan. Under the Plan, the Company is required to make
     contributions equal to 50% of employee contributions, up to a maximum of 6%
     of eligible employee compensation. Employees may elect to contribute to the
     Plan an additional 1% to 9% of gross pay that is not subject to match by
     the Company. Company matching contributions totaled approximately $74,000,
     $52,000, $4,000, $120,000 and $172,000 during the periods January 1, 2004
     through July 29, 2004, July 30, 2004 through December 22, 2004 and December
     23, 2004 through December 31, 2004 and during fiscal 2003 and 2002,
     respectively. The Company may make discretionary contributions to the plan;
     however, there were no discretionary contributions made during fiscal 2004,
     2003 and 2002.

(b)  Union employees located at Philadelphia International and Teterboro
     Airports are covered by the International Association of Machinists
     National Pension Fund.


                                    Sch. 5.13

<PAGE>

(c)  Union employees of Macquarie Aviation North America 2 Inc. located at
     Republic Airport and Atlantic City Airport are covered by union benefit
     plans.


                                    Sch. 5.13

<PAGE>

                                                                   Schedule 5.15
                                                               to Loan Agreement

                                  SCHEDULE 5.15

                              INTELLECTUAL PROPERTY

Trademark Applications

     1.   78496654 (ATLANTIC, Classes 35, 37, 39, 43 and 45)*

     2.   78496659 (ATLANTIC, Stylized, Classes 35, 37, 39, 43 and 45)*

     3.   78496783 (A Design Mark, Classes 35, 37, 39, 43 and 45)

     4.   78496786 (ATLANTIC & A Design, Classes 35, 37, 39, 43 and 45)*

     5.   78496770 (A ATLANTIC & Design, Classes 35, 37, 39, 43 and 45)*

     *    Provisionally refused by the United States Patent and Trademark
          Office.

Patents

     U.S. Patent Number 4,783,025, Emergency Medical Service-Interior for
     Aircraft dated November 8, 1988

Trade Names

     General Aviation of New Orleans has registered the trade names "General
     Lubricants" and "General Aviation of Louisiana" with the State of
     Louisiana.

     Eagle Aviation Resources, Ltd. has filed fictitious business names
     "Atlantic - Las Vegas" and "Atlantic Aviation - Las Vegas" in Clark County,
     Nevada.


                                   Sch. 5.15
<PAGE>

                                                                   Schedule 5.18
                                                               to Loan Agreement

                                  SCHEDULE 5.18

                                  SUBSIDIARIES

EXECUTIVE AIR SUPPORT, INC.
State of Incorporation:          Delaware
Shares Authorized:               30,000,000 shares of Common Stock, $.01 par
                                 value
                                 20,000,000 shares of Preferred Stock, $.01 par
                                 value
Issued and Outstanding Stock:    1,895,684 shares of Common Stock owned by
                                 Borrower
                                 18,508,784 shares of Series A Preferred Stock
                                 owned by Borrower

ATLANTIC AVIATION HOLDING CORPORATION
State of Incorporation:          Delaware
Shares Authorized:               300,000 shares of Common Stock, $.01 par value
                                 1,000 shares of Preferred Stock, $.01 par value
Issued and Outstanding Stock:    10 shares of Common Stock owned by Executive

ATLANTIC AVIATION FLIGHT SUPPORT, INC.
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, no par value
   Issued and Outstanding Stock: 1,000 shares of Common Stock owned by Atlantic
                                 Aviation Holding Corporation

ATLANTIC AVIATION PHILADELPHIA, INC.
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, $.01 par value


                                    Sch. 5.18

<PAGE>

   Issued and Outstanding Stock: 100 shares of Common Stock owned by Atlantic
                                 Aviation Holding Corporation

ATLANTIC AVIATION CORPORATION
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, $.01 par value
                                 1,000 shares of Preferred Stock, $.01 par value
Issued and Outstanding Stock:    100 shares of Common Stock owned by Atlantic
                                 Aviation Holding Corporation

FLIGHTWAYS OF LONG ISLAND, INC.
State of Incorporation:          New York
Shares Authorized:               200 shares of Common Stock, no par value
Issued and Outstanding Stock:    200 shares of Common Stock owned by Executive

BRAINARD AIRPORT SERVICES, INC.
State of Incorporation:          Connecticut
Shares Authorized:               20,000 shares of Common Stock, no par value
Issued and Outstanding Stock:    100 shares of Common Stock owned by Executive

BRIDGEPORT AIRPORT SERVICES, INC.
State of Incorporation:          Connecticut
Shares Authorized:               1,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    500 shares of Common Stock owned by Executive

CHARTER OAK AVIATION, INC.
State of Incorporation:          Connecticut
Shares Authorized:               5,000 shares of Common Stock, no par value
Issued and Outstanding Stock:    200 shares of Common Stock owned by Executive


                                   Sch. 5.18

<PAGE>

FLI SUBSIDIARY, LLC
State of Formation:              Delaware
Units Authorized:                1,000 Units
Issued and Outstanding Units:    1,000 Units owned by Flightways of Long Island,
                                 Inc.

AAC SUBSIDIARY, LLC
State of Formation:              Delaware
Units Authorized:                1,000 Units
Issued and Outstanding Units:    1,000 Units owned by Atlantic Aviation
                                 Corporation

GENERAL AVIATION, L.L.C.
State of Formation:              Louisiana
Units Authorized:                1,000 Units
Issued and Outstanding Units:    1,000 Units owned by Executive

GENERAL AVIATION OF NEW ORLEANS, L.L.C.
State of Formation:              Louisiana
Units Authorized:                1,000 Units
Issued and Outstanding Units:    1,000 Units owned by Executive

GENERAL AVIATION HOLDINGS, LLC
State of Formation:              Delaware
Units Authorized:                8,000,000 Units
Issued and Outstanding Units:    7,187,148 owned by Borrower

PALM SPRINGS FBO TWO LLC
State of Formation:              Delaware
Units Authorized:                1,000
Issued and Outstanding Units:    1,000 Units owned by Borrower


                                    Sch. 5.18

<PAGE>

NEWPORT FBO TWO LLC
State of Formation:              Delaware
Units Authorized:                1,000
Issued and Outstanding Units:    1,000 Units owned by General Aviation Holdings,
                                 LLC

EAGLE AVIATION RESOURCES, LTD.
State of Formation:              Nevada
Units Authorized:                1,000
Issued and Outstanding Units:    1,000 Units owned by Borrower

MACQUARIE AIRPORTS NORTH AMERICA INC.
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    30 shares of Common Stock owned by Borrower

MACQUARIE AVIATION NORTH AMERICA INC.
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    30 shares of Common Stock owned by Macquarie
                                 Airports North America Inc.

MACQUARIE AVIATION NORTH AMERICA 2 INC.
State of Incorporation:          Delaware
Shares Authorized:               1,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    30 shares of Common Stock owned by Macquarie
                                 Airports North America Inc.

ILG AVCENTER, INC.
State of Incorporation:          Delaware


                                    Sch. 5.18

<PAGE>

Shares Authorized:               1,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    203 shares of Common Stock owned by Macquarie
                                 Aviation North America 2 Inc.

BTV AVCENTER, INC.
State of Incorporation:          Delaware
Shares Authorized:               5,000 shares of Common Stock, $.01 par value
Issued and Outstanding Stock:    100 shares of Common Stock owned by Macquarie
                                 Aviation North America 2 Inc.

Atlantic Aviation Overseas, Ltd. is a subsidiary of Executive Air Support, Inc.,
for which dissolution papers have been filed and will become effective on
December 29, 2005..


                                    Sch. 5.18

<PAGE>

                                                                   Schedule 5.21
                                                               to Loan Agreement

                                  SCHEDULE 5.21

                                    CONTRACTS

See items set forth on Schedule A-1

See items set forth on Schedule A-2

See items set forth on Schedule 5.8

Operating Leases - $100,000 or More in Aggregate Commitments

     MIDWAY

1.   Lease Agreement #4109815-001 dated October 15, 2000, by and between
     Atlantic Aviation Flight Support, Inc. and GE Capital relating to 2001
     Rampmaster Fuel Truck

     FARMINGDALE

2.   Lease Agreements (Garsite Unit #3617 and #3615) dated March 7, 2002, by and
     between Atlantic Aviation Flight Support, Inc. and Aviation Equipment
     Company relating to two 2002 International 4900 Fuel Trucks

Other Capital Leases

     JOHN WAYNE

1.   FBO Fuel Service and Support Agreement between Air Petro Corporation and
     Newport Beach FBO 2, LLC dba Newport Jet Center, dated May 1, 2004.

2.   Master Lease Agreement Refuelers between Air Petro Corporation and Newport
     Beach FBO 2, LLC dba Newport Jet Center, dated April 29, 2004.

Material Contracts - $150,000 or More in Aggregate Commitments

1.   Agreement Between Atlantic Aviation PHL, INC. and International Association
     Of Machinists And Aerospace Workers, AFL-CIO, Maintenance and Service and
     Office and Clerical Employees, Effective June 16, 2001. This agreement
     expired June 15, 2004. The terms of this agreement have been extended until
     June 15, 2007, and amended.

2.   Agreement Between Atlantic Aviation Corporation (Teterboro, New Jersey) and
     International Association Of Machinists And Aerospace Workers, AFL-CIO,
     Maintenance and Service and Office and Clerical Employees, Effective June
     16, 2001.


                                    Sch. 5.21

<PAGE>

     This agreement expired June 15, 2004. The terms of this agreement have been
     extended until June 15, 2007, and amended.

3.   Aviation Fuel Tank Farm Operating Agreement dated September 1, 2003,
     between ChevronTexaco Global Aviation and Atlantic Aviation Corporation.

4.   Airport Dealer Supply Contract dated July 24, 2002, between Chevron Texaco
     Global Aviation and Executive Air Support, Inc.

5.   Matco System Access Agreement dated February 18, 2002, between Midway
     Airlines' Terminal Consortium and Atlantic Aviation, Inc.

6.   Encompass Card Program Agreement dated December 10, 2002, between American
     Express Incentive Services, L.L.C. and Executive Air Support, Inc.

7.   Agreement dated December 12, 2002, between Executive Air Support, Inc. and
     American Express Incentive Services, L.L.C. for "ebility."

8.   FlightExplorer Sales Order dated May 1, 2003, between Atlantic Aviation and
     Flight Explorer.

9.   Agreement with Addendum dated September 1, 2002, between Atlantic Aviation
     and WSI Pilotbrief Services.

10.  Agreement Addendum dated February 19, 2002, between Executive Air Support,
     Inc. and Amstat Corporation.

11.  Master Fixed Base Operator (FBO) Agency Agreement dated November 18, 2002,
     between Executive Air Support and The Hertz Corporation.

12.  Employment/severance agreements with: Louis T. Pepper, Susan C. Sommers,
     Glen Gross, Timothy Bannon, John Santomauro, Hal Cone, JoAnn Dubroc.

13.  Employment/severance agreements between Macquarie Aviation North America 2,
     Inc on the one hand and on the other individually with Oswin E. Moore,
     Clive R. P. Lowe, John Harden, Charles W. Kurtz, and George Bacigalupo.

14.  Independent Contractor Agreement for finance and accounting services with
     Brenda Barteck.13.

15.  On or about July 13, 2004, Atlantic Aviation Corporation entered into a
     Termination Agreement with the City of Philadelphia Department of Commerce,
     Division of Aviation relating to the cleanup of the Tinicum fuel farm at
     Philadelphia International Airport.

16.  Agreement (Standard Form of Agreement Between Owner and Construction
     Manager) dated July 22, 2003, between Atlantic Aviation Flight Support,
     Inc. and Lincoln Aviation Management and Consulting, LLC for construction
     at Chicago Midway Airport.

17.  Data Center Hosting Agreement between SBC Internet Services, Inc. and
     Executive Air Support, Inc.

18.  Data Center Hosting Agreement between SBC Internet Services, Inc. and
     Executive Air Support, Inc.


                                    Sch. 5.21

<PAGE>

Material Contracts - Not in the Ordinary Course of Business

1.   Stock Purchase Agreement by and among Macquarie Investment Holdings, Inc.,
     Executive Air Support, Inc. and the Shareholders named therein, dated April
     28, 2004, as assigned to Borrower, and the related transaction documents,
     including, but not limited to, the Side Letter Agreement, dated July 29,
     2004, and the Escrow Agreement, dated July 29, 2004.

2.   Amended and Restated Stock Purchase Agreement, dated June 7, 2004, between
     Macquarie Investment Holdings, Inc. and Macquarie Infrastructure Assets
     Inc.

3.   Memorandum of Understanding, dated July 29, 2004, by and between the People
     of the State of New York, acting by and through the Department of
     Transportation, Macquarie Aviation North America 2, Inc. and Borrower.

4.   Indemnification Agreement, dated July 29, 2004, by and between Macquarie
     Aviation North America 2, Inc. and Borrower.

5.   Membership Interest Purchase Agreement, dated August 18, 2004, among
     Borrower and Merced Partners Limited Partnership, Michael Phegley and Craig
     Foster, as amended August 20, 2004, August 24, 2004 and December 29, 2004.

Other Material Agreements (Macquarie Airports North America Inc.)

1.   All those Agreements (as amended) that were assigned to GIF from American
     Port Services (and listed in the SPA), as amended by a Consent dated
     October 4, 2002 and a subsequent amendment dated August 8, 2003 together
     with a letter agreement dated April 1, 2004 and attachments, as amended
     from time to time.

2.   Master Lease Agreement dated October 15, 2001 between Fortbrand Services,
     Inc. a New York corporation and America Port Services, Inc. a Delaware
     Corporation, as amended from time to time.

3.   Agreement dated this 4th day of May, 2005 by and between Macquarie Aviation
     North America 2, Inc. d.b.a. FBO AvCenter PIT, a Delaware Corporation with
     its principal offices located at 300 Horizon Drive, Airside Business Park,
     Moon Township, PA 15108, hereinafter referred to as "Contractor", and
     Southwest Airlines Co., a Texas Corporation with its principal offices
     located at 2702 Love Field Drive, Dallas, TX 75235, hereinafter referred to
     as "Airline."

4.   Contract between FBO Avcenter Pittsburgh and International Association of
     Machinists and Aerospace Workers District Lodge 83 Local Lodge 52 Effective
     Date: October 1, 2004

5.   Agreement dated August 1, 2004, between Macquarie Aviation North America,
     Inc., d.b.a. FBO Avcenter and The Teamsters Automotive Chauffeurs, Parts,
     Garage, Office


                                    Sch. 5.21

<PAGE>

     Clerical, Airline, Health Care, Petroleum Industry, Produce, Bakery and
     Industrial Workers, within Western Pennsylvania and Joint Council #40.

6.   Master Equipment Lease Agreement between Aircraft Deicing Solutions and
     Macquarie Aviation North America 2, Inc. dba FBO Avcenter dated May 1, 2005

7.   Equipment Rental Agreement between FBO AvCenter and Global Ground Support
     for deicier Truck RE12-1298-0003 dated October 1, 2004.

8.   Aviation Dealer Product Sales Agreement as amended; Fueling Truck Rental;
     Aviation Mobile Equipment Lease and Associated Agreements Between
     ExxonMobil Corporation and Macquarie Aviation North America 2, Inc. dated
     September 1, 2003

9.   US Government Fueling contract: DESC sp0600-04D-0091 effective April 1,
     2004

10.  License Agreement dated January 27, 2005 by and between The Delaware River
     and Bay Authority and FBO AvCenter extending contract DAP 04-03.

11.  Letter agreement dated September 13, 2004 between FBO AvCenter Wilmington
     and Bluewater Aviation.

12.  Equipment lease dated April 20, 2005 between GSE Services LLC as Lessor and
     Macquarie Aviation North America 2, Inc. as Lessee.

13.  US Government Fueling Contract DESC into-plane contract 0600-04-R-0123; and
     DESC Into-Truck 0600-05-D-4031

14.  Agreement dated June 1, 1996, by and between Johnson Controls World
     Services Inc. and Ground Handling Inc (in which GHI undertakes to provide
     certain ground handling services at Westchester Airport); as assigned by
     Agreement dated August 1, 1997, by and among Johnson Controls World
     services, Ground Handling, Inc., and American Port Services Inc; and as
     assigned by Consent and Agreement dated December 12, 2002, by and between
     County of Westchester, American Port Services Inc and Macquarie Aviation
     North America Inc.

15.  Republic Airport Collective Bargaining Agreement by and between American
     Port Services, Inc and the International Union of Operating Engineers
     Locals 30, 30A, 30B, 30C, and 30D (Awaiting Union signature)

16.  Atlantic City Collective Bargaining Agreement dated May 1, 2004, by and
     between Macquarie Aviation North America 2, Inc d/b/a AvPorts and the
     International Union of Operating Engineers Locals 68, 68A, and 68B.

17.  Teterboro Collective Bargaining Agreement dated September 1, 2004, by and
     between Macquarie Aviation North America 2, Inc and the Transport Workers
     Union


                                    Sch. 5.21
<PAGE>

18.  Teterboro Collective Bargaining Agreement (expired) dated July 9, 2001 by
     and between American Port Services and the International Brotherhood of
     Teamsters (being renegotiated)

19.  Westchester Airport Collective Bargaining Agreement dated July 19, 2005 by
     and between Macquarie Aviation North America 2, Inc, and Local I-62 of the
     International Association of Fire Fighters, Inc.

Insurance Policies

See items set forth on Schedule 5.25.

                     TERM/RENEWAL INFORMATION FOR FBO LEASES

<TABLE>
<CAPTION>
FBO Location           Terms of Lease and Renewal Options
------------           ----------------------------------
<S>                    <C>
1.  Midway             9/23/03-5/1/20; may be extended for no more than five additional years upon
                       mutual agreement
2.  Teterboro TA-191   Pursuant to Supplement No. 2, the term of TA-191 is coterminous with TA-121 (No.
                       3 below)

3.  Teterboro TA-121   2/14/79-12/2019; contract sets forth 20 years after completion of construction
                       as set forth in Supplement No. 4 to Teterboro Airport Agreement TA-121

4.  Bridgeport         9/1/95-9/30/05; two additional five-year renewal periods, provided tenant is not
                       in default at time of renewal; exercise of option requires 90 days' written
                       notice

5.  Bridgeport         9/5/02-9/30/11; two additional five-year renewal periods, provided tenant is not
                       in default at time of renewal; exercise of option requires 90 days' written
                       notice

6.  Hartford           7/1/95-9/30/10; two additional five-year options; option must be exercised no
                       less than six months prior to expiration of then existing lease

7.  Hartford           10/1/85-9/30/10; two additional five-year options upon written notice during the
                       three-month period preceding the last six months of the 25th and 30th years

8.  Hartford           3/23/90-3/22/15; two additional five-year extensions to be agreed upon mutually
                       acceptable terms; notice of exercise of option required no sooner than twelve
                       months nor later than nine months prior to 3/22/15 and 3/22/20, respectively
</TABLE>


                                   Sch. 5.21

<PAGE>

<TABLE>
<S>                    <C>
9.  Philadelphia       12/8/98-12/8/18; two additional renewal periods of five years and three years
    NE Philadelphia    with notice one year prior to expiration of lease or lease renewal

10. Houston            8/25/70-11/2/09; One additional renewal period of four years at Lessee's option

11. Farmingdale        5/1/87-7/31/15, option to extend for additional period of up to 10 years if
                       Lessee expends $5.6 million in capital investment in the facility over the
                       ten-year period from 12/24/97-12/24/07

12. NOIA               10/1/77-11/4/06; option to extend for one ten-year period with 90 days' written
                       notice prior to 8/6/06

13. NOIA               Term is occupancy date through 20 year period thereafter [contract is undated,
                       but notary stamp on signature page indicates date of 3/23/01]; two five-year
                       option periods based on investment in leasehold improvements of $200,000 for
                       each five-year extension (subject to reduction), up to maximum occupancy of 30
                       years

14. Lakefront          2/1/95-1/31/00; three five-year options upon mutual agreement

15. Lakefront          2/27/04-1/20/07; per the contract, there are no options to renew this lease

16. Palm Springs       12/15/81 - 12/14/31; per the contract, there are no options to renew this lease

17. John Wayne         11/1/94 - 10/31/14; per the contract, there are no options to renew this lease

18. Las Vegas          1/1/96 - 12/31/2025

19. Louisville         Four 5-year terms from 6/96 - 6/2016.  All options to extend through to 2016
                       have been exercised.

20. Pittsburgh         Lease -- 29 years and 11 months from 6/2001
                       License -- 10 years from 6/2001, with four 5-year option periods

21. Gulfport           58 months remaining from 1/31/2005 under the FBO lease, and from 11/30/2004
                       under the fuel farm lease

22. Burlington         Through 7/1/2025 with two 5-year automatic renewal terms

23. Wilmington         9/27/87 - 9/27/2007 (Initial term) subject to four 5-year extension
</TABLE>


                                   Sch. 5.21

<PAGE>

<TABLE>
<S>                    <C>
                       periods

24. East 34th          10 years from the end of the "Improvements Phase", defined as the earlier of the
    Street Heliport    completion of specified improvements or 24 months from 9/1/2005, for a total of
                       up to 12 years plus a 6 month extension, subject to further agreement between
                       the parties.
</TABLE>

Letters of Credit

1. $273,036.00 letter of credit number SM212629W issued by Wachovia Bank,
National Association in favor of County of Orange expiring March 16, 2006.

2. $51,760.00 letter of credit number SM205312W issued by Wachovia Bank,
National Association in favor of City of Chicago expiring September 19, 2006.

3. $638,441.00 letter of credit number SM415409C issued by First Union National
Bank, expiring December 28, 2005 and supported by cash held on deposit at First
Union National Bank, in favor of the City of Philadelphia.

4. $261,706.00 letter of credit number 3060475 issued by Bank of America and
supported by cash held on deposit at Bank of America, in favor of Allegheny
County Airport Authority.

5. $50,000.00 letter of credit number 3052169 issued by Bank of America,
expiring October 31, 2006 and supported by cash held on deposit at Bank of
America, in favor of American Casualty Company of Reading, PA.

6. $1,000,000.00 letter of credit number 22703101120WLB issued by WestLB AG, New
York Branch and confirmed by National City (confirmation #: ECL068942), expiring
March 31, 2007 in favor of the Regional Airport Authority of Louisville and
Jefferson County.

Promissory Notes

1. That certain Promissory Term Note dated June 26, 2001, in the original
principal amount of $300,000 executed by General Aviation Corporation
(predecessor of General Aviation LLC) payable to Texaco Aviation Corporation
(now payable to Avfuel Corporation).

2. That certain Promissory Note dated August 5, 2002, in the original principal
amount of $534,073.12 executed by Executive Air Support, Inc. payable to Chevron
Texaco Global Aviation.


                                    Sch. 5.21

<PAGE>

                                                                   Schedule 5.25
                                                               to Loan Agreement

                                  SCHEDULE 5.25

                                    INSURANCE

See attached.


                                    Sch. 5.25

<PAGE>

                                                                   Schedule 5.26
                                                               to Loan Agreement

                                  SCHEDULE 5.26

                      BANK ACCOUNTS AND SECURITIES ACCOUNTS

<TABLE>
<CAPTION>
             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
<S>                                       <C>                         <C>             <C>
Macquarie Aviation North America 2 Inc.   Bank of America             3936827626      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827668      Depository

Macquarie Aviation North America 2 Inc.   Bank of America             3936827655      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827642      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827639      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936830435      Depository

Macquarie Aviation North America Inc.     Bank of America             3936830448      Disbursement

ILG Avcenter, Inc.                        Bank of America             3936827671      Disbursement

ILG Avcenter, Inc.                        Bank of America             3936830451      Disbursement

BTV Avcenter, Inc.                        Bank of America             3936827684      Depository

BTV Avcenter, Inc.                        Bank of America             3936830464      Disbursement

Atlantic Aviation Corporation             J.P. Morgan Chase Bank      015-00042903    Houston (HOU)

Atlantic Aviation Corporation             Fifth Third Bank            7512941639      Midway - (MDW)

General Aviation L.L.C.                   Hibernia National Bank      812062875       Hangar (FMI) MSY

Eagle Aviation Resources, Ltd.            Nevada State Bank           710004516       General Account

Eagle Aviation Resources, Ltd.            Nevada State Bank           710004524       Payroll

Eagle Aviation Resources, Ltd.            Nevada State Bank           085107217       Money Market Account
</TABLE>


                                   Sch. 5.26

<PAGE>

<TABLE>
<CAPTION>
             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
<S>                                       <C>                         <C>             <C>
Atlantic Aviation Corporation             PNC Bank                    56-0349-5287    Operating (and
                                                                                      associated lockbox)

Atlantic Aviation Corporation             PNC Bank                    56-0081-4457    Disbursing (and
                                                                                      associated lockbox)

Atlantic Aviation Corporation             PNC Bank                    56-0081-6524    Dental Claims (and
                                                                                      associated lockbox)

Flightways of Long Island, Inc.           State Bank of Long Island   0517005305      Operating - L.I.

Atlantic Aviation                         Wachovia Bank               2000015139922   Awards

Atlantic Aviation (MSY)                   Wachovia Bank               2000017797443   International(MSY)

Atlantic Aviation (New Orleans

Lakefront)                                Wachovia Bank               2000017797456   Lakefront(NEW)

Atlantic Aviation (Palm Springs)          Wachovia Bank               2000022996271   Palm Springs (PSP)

Atlantic Aviation (Newport)               Wachovia Bank               2000022996268   Orange County (SNA)

Atlantic Aviation (Lockbox)               Wachovia Bank               2000015139935   Lockbox

Atlantic Aviation (Bridgeport)            Wachovia Bank               2000011060228   Bridgeport (BDR)

Executive Air Support, Inc.               Wachovia Bank               2000003397925   Concentration

Executive Air Support, Inc.               Wachovia Bank               2000011042660   Operating ZBA-Payables

Executive Air Support, Inc.               Wachovia Bank               2000011042673   Payroll ZBA

Executive Air Support,                    Wachovia Bank               2000011043258   Petty Cash Checking
Inc./Atlantic Aviation

Atlantic Aviation                         Wachovia Bank               2000011060244   Cigna Med-Dental

Executive Air Support, Inc.               Wachovia Bank               2000003268216   Operating-Misc Dep.

Atlantic Aviation (Farmingdale)           Wachovia Bank               2000011042657   Long Island ACH

Atlantic Aviation (Hartford)              Wachovia Bank               2000011060231   Hartford (HFD)

Atlantic Aviation (Houston)               Wachovia Bank               2000011060189   Houston (HOU)

Atlantic Aviation (Midway)                Wachovia Bank               2000011060176   Midway (MDW)

Atlantic Aviation (Philadelphia)          Wachovia Bank               2000011060202   Philadelphia (PHL)
</TABLE>


                                   Sch. 5.26

<PAGE>

<TABLE>
<CAPTION>
             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
<S>                                       <C>                         <C>             <C>
Atlantic Aviation (Philadelphia
Northeast)                                Wachovia Bank               2000011060215   NE Philadelphia (PNE)

Atlantic Aviation (Teterboro)             Wachovia Bank               2000011060192   Teterboro (TEB)

Palm Springs FBO Two LLC                  Wells Fargo Bank            4945014702      Palm Springs (PSP)

Palm Springs FBO Two LLC                  Wells Fargo Bank            4000063107      Concentration

Newport FBO Two LLC                       Wells Fargo Bank            4945037083      Orange County (SNA)
</TABLE>


                                    Sch. 5.26

<PAGE>

                                                                   Schedule 5.27
                                                               to Loan Agreement

                                  SCHEDULE 5.27

                           AGREEMENTS WITH AFFILIATES

None.


                                    Sch. 5.27

<PAGE>

                                                                   Schedule 5.29
                                                               to Loan Agreement

                                  SCHEDULE 5.29

                              ENVIRONMENTAL MATTERS

Reference is made to the matters described in the following reports:

ATLANTIC AVIATION

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Chicago Midway Airport (5200 and 5236 West 63rd Street, Chicago,
     Illinois) dated April 16, 2004, prepared by Environmental Strategies
     Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Teterboro Airport (233 Industrial Avenue, Teterboro, New Jersey) dated
     April 19, 2004, prepared by Environmental Strategies Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation FBO located
     at Sikorsky Airport (One Main Street, Hartford, Connecticut) dated April
     14, 2002, prepared by Environmental Strategies Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Brainard Airport (399 Industrial Avenue, Hartford, Connecticut)
     dated April 19, 2004, prepared by Environmental Strategies Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Philadelphia International Airport (8375 Enterprise Avenue, Philadelphia,
     Pennsylvania) dated April 16, 2004, prepared by Environmental Strategies
     Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Northeast Philadelphia Airport (9800 Ashton Avenue,
     Philadelphia, Pennsylvania) dated April 15, 2004, prepared by Environmental
     Strategies Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Hobby Airport (7930 Airport Boulevard, Houston, Texas) dated
     April 15, 2004, prepared by Environmental Strategies Consulting LLC.


                                    Sch. 5.29

<PAGE>

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Republic Airport (NYS Route 109, East Farmingdale, New York) dated April
     19, 2004, prepared by Environmental Strategies Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     New Orleans International Airport (4000 Bainbridge Drive, Kenner,
     Louisiana) dated April 13, 2004, prepared by Environmental Strategies
     Consulting LLC.

-    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     New Orleans Lakefront Airport (8408 Igor Sikorsky Drive, New Orleans,
     Louisiana) dated April 13, 2004, prepared by Environmental Strategies
     Consulting LLC.

-    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation Corporation, Inc. ("Atlantic
     Aviation") fixed base operation ("FBO") located at Chicago Midway Airport
     (5200 and 5236 West 63rd Street, Chicago, Cook County, Illinois)

-    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at William P.
     Hobby Airport (7930 Airport Boulevard, Houston, Harris County, Texas) lease
     by AAC.

-    Phase I Environmental Site Assessment dated November 17, 1999, prepared by
     C. H. Guernsey & Company for Million Air ("Million Air")
     Mini-Terminal/Reservation Facility located at Republic Airport in East
     Farmingdale, New York (District 100, Section 071, Block 1, Lot 5, Suffolk
     County, New York).

-    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Philadelphia
     International Airport (8375 Enterprise Avenue, Philadelphia, Philadelphia
     County, Pennsylvania).

-    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Teterboro
     Airport (233 Industrial Avenue, Bergen County, Teterboro, New Jersey).

-    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Northeast
     Philadelphia Airport (2700 Grant Avenue, Philadelphia, Philadelphia County,
     Pennsylvania).

-    Phase I Environmental Site Assessment dated February 24, 2000, prepared by
     C. H. Guernsey & Company for Million Air FBO located at Brainard Airport,
     Hartford, Hartford County, Connecticut (City of Hartford Parcel
     Identification 232003001).

-    Phase I Environmental Site Assessment dated February 24, 2000, prepared by
     C. H. Guernsey & Company for Million Air storage and maintenance facilities
     located at Sikorsky Memorial Airport, Stratford, Fairfield County,
     Connecticut.

-    Phase I Environmental Site Assessment dated December 2003, prepared by ENSR
     Corporation for Atlantic Aviation Services FBO located at Lakefront Airport
     (8227 Lloyd Stearman Drive, New Orleans, New Orleans Parish, Louisiana).


                                    Sch. 5.29

<PAGE>

-    Phase I Environmental Site Assessment dated December 2003, prepared by ENSR
     Corporation for Atlantic Aviation Services FBO located at New Orleans
     International Airport (200 Crofton Road, Kenner, Jefferson Parish,
     Louisiana).

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Sikorsky Memorial Airport
     (Main Street, Stratford, Connecticut)

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Republic Airport (NYS
     Route 109, East Farmingdale, New York)

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for FBO located at Brainard Airport (58 Lindbergh Drive,
     Hartford, Connecticut).

-    Phase I Environmental Site Assessment dated April 2002, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at 7930 Airport Boulevard,
     Houston, Texas.

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Consulting and Engineering for Atlantic Aviation FBO located at 5200 and
     5236 West 63rd Street, Chicago, Illinois.

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at NE Philadelphia Airport,
     Philadelphia, Pennsylvania.

-    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation Corporation FBO located at Philadelphia
     International Airport (8375 Enterprise Avenue, Philadelphia, Pennsylvania
     19153)

-    Phase I Environmental Site Assessment dated April 2002, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Teterboro Airport (233
     Industrial Avenue, Teterboro, New Jersey)

GENERAL AVIATION

-    Environmental Strategies Consulting, 2004. Phase I Environmental Site
     Assessment Draft Report of Million Air FBO, Palm Springs International
     Airport, 145 South Gene Autry Trail, Palm Springs, CA. July 19, 2004.

-    Earth Systems Southwest, 2002. Phase I Environmental Site Assessment
     Update, Million Air Facility, Palm Springs Airport, 145 South Gene Autry
     Trail, Palm Springs, CA. April 15, 2002.

-    Earth Systems Southwest, 1999. Phase I Environmental Site Assessment
     Report, Million Air Fuel Storage Facility, Palm Springs Airport, Palm
     Springs, CA. September 15, 1999.


                                    Sch. 5.29

<PAGE>

-    Environmental Strategies Consulting, 2004. Phase I Environmental Site
     Assessment Draft Report of Newport Beach FBO, Newport Jet Center, John
     Wayne Airport, 19711 Campus Drive, Santa Ana, CA. July 19, 2004.

-    SECOR International, 2002. Phase I Environmental Site Assessment Update
     Report, Newport Aviation Center, 19531, 19711, and 19851 Campus Drive, John
     Wayne Airport, Santa Ana, CA. April 19, 2002.

-    SECOR International, 2000. Phase I Environmental Site Assessment Report,
     Newport Aviation Center, 19531, 19711, and 19851 Campus Drive, John Wayne
     Airport, Santa Ana, CA. November 7, 2000.

LAS VEGAS FBO

     Draft Phase I Environmental Site Assessment, Las Vegas FBO, Las Vegas
Executive Air Terminal, McCarren Int'l Airport, 275 East Tropicana Avenue, Las
Vegas Nevada (May 3, 2005).

AVPORTS

-    Phase I Environmental Site Assessment of FBO 34th Street Metroport (499
     West 34th & FDR Drive, New York, New York) dated July 3, 2002, prepared by
     Environmental Strategies Corporation

-    Phase I Environmental Site Assessment of FBO Avcenter leasehold (4313 Hewes
     Avenue, Gulfport Mississippi) dated July 8, 2002, prepared by Environmental
     Strategies Corporation.

-    Phase I Environmental Site Assessment of American Ports Services, Inc. FBO
     Avcenter Standiford Field (1131 Standiford Avenue, Louisville, Kentucky)
     dated July 9, 2002, prepared by Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of FBO Aviation Center (300 Horizon
     Drive, Moon Township, Pennsylvania) dated July 10, 2002, prepared by
     Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of FBO Avcenter Facility (1130
     Airport Drive, South Burlington, Vermont) dated July 9, 2002, prepared by
     Environmental Strategies Corporation.


                                    Sch. 5.29

<PAGE>

-    Phase I Environmental Site Assessment of Amports (100 Atlantic City
     International Airport, Egg Harbor, New Jersey) dated July 3, 2002, prepared
     by Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of Amports Tweed New Haven Regional
     Airport (155 Burr Street, New Haven, Connecticut) dated July 3, 2002,
     prepared by Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of Amports Teterboro Airport (399
     Industrial Avenue, Teterboro, New Jersey) dated July 8, 2002, prepared by
     Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of Avcenter Leasehold (120 Old
     Churchman's Road, New Castle, Deleware) dated July 8, 2002, prepared by
     Environmental Strategies Corporation.

-    Phase I Environmental Site Assessment of Amports Westchester County Airport
     (240 Airport Road, White Plains, New York) dated July 11, 2002, prepared by
     Environmental Strategies Corporation.

-    Phase 1 Environmental Site Assessment East 34th Street Heliport, December
     2004.

-    Limited Phase II Environmental Site Assessment Report for Aboveground
     Storage Tank Farm, Louisville International Airport, Kentucky.


                                    Sch. 5.29

<PAGE>

                                                                 Schedule 6.2(a)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(A)

                              EXISTING INDEBTEDNESS

Letters of Credit

1. $273,036.00 letter of credit number SM212629W issued by Wachovia Bank,
National Association in favor of County of Orange expiring March 16, 2006.

2. $51,760.00 letter of credit number SM205312W issued by Wachovia Bank,
National Association in favor of City of Chicago expiring September 19, 2006.

3. $638,441.00 letter of credit number SM415409C issued by First Union National
Bank, expiring December 28, 2005 and supported by cash held on deposit at First
Union National Bank, in favor of the City of Philadelphia.

4. $261,706.00 letter of credit number 3060475 issued by Bank of America and
supported by cash held on deposit at Bank of America, in favor of Allegheny
County Airport Authority.

5. $50,000.00 letter of credit number 3052169 issued by Bank of America,
expiring October 31, 2006 and supported by cash held on deposit at Bank of
America, in favor of American Casualty Company of Reading, PA.

6. $1,000,000.00 letter of credit number 22703101120WLB issued by WestLB AG, New
York Branch and confirmed by National City (confirmation #: ECL068942), expiring
March 31, 2007 in favor of the Regional Airport Authority of Louisville and
Jefferson County.

Promissory Notes

1. That certain Promissory Term Note dated June 26, 2001, in the original
principal amount of $300,000 executed by General Aviation Corporation
(predecessor of General Aviation LLC) payable to Texaco Aviation Corporation
(now payable to Avfuel Corporation).

2. That certain Promissory Note dated August 5, 2002, in the original principal
amount of $534,073.12 executed by Executive Air Support, Inc. payable to
CHEVRONTEXACO Global Aviation.


                                  Sch. 6.2(a)-1
<PAGE>

                                                                 Schedule 6.2(b)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(B)

                                 EXISTING LIENS

<TABLE>
<CAPTION>
        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
----------------------   ----------------------   --------------------   --------------------   -------------------
<S>                      <C>                      <C>                    <C>                    <C>
   ATLANTIC AVIATION       Secretary of State             UCC-1            General Electric           Equipment
 FLIGHT SUPPORT, INC.           Illinois            Filing # 1964092      Capital Corporation
                                                     Date: 3/23/2000

   ATLANTIC AVIATION     Secretary of State New           UCC-1            Progress Leasing      Furniture/Equipmant
 FLIGHT SUPPORT, INC.            Jersey            Filing # 5723280 FS          Company
                                                     Date: 8/20/2002

   ATLANTIC AVIATION       Secretary of State             UCC-1                 City of           Personal Property
  PHILADELPHIA, INC.            Delaware           Filing # 2032403 2    Philadelphia, acting     and all Fixtures
                                                     Date: 2/6/2002           through its          located at the
                                                                             Department of         Leased Premises
                                                                          Commerce, Division
                                                                              of Aviation

EXECUTIVE AIR SUPPORT,     Secretary of State             UCC-1          ChevronTexaco Global         Equipment
         INC.                   Delaware            Filing #2320678 0    Aviation, a Division       (2 vehicles)
                                                    Date: 12/23/1992      of Chevron U.S.A.,
                                                                                 Inc.

 NORTH AMERICA CAPITAL     Secretary of State             UCC-1              Yamaha Motor       Golf cart equipment:
    HOLDING COMPANY             Delaware            Filing #5325929 9      Corporation, USA         JUO-0103414;
                                                    Date: 10/20/2005                                JUO-0103476;
                                                                                                  JUO-0103416; and
                                                                                                    JUO-0103477.

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132616           Co., L.P.
                                                    Date: 06/06/2002

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132628           Co., L.P.
                                                    Date: 06/06/2002

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132631           Co., L.P.
                                                    Date: 06/06/2002

   ATLANTIC AVIATION       Department of State          Tax Lien          Department of State       Tax Lien for
      CORPORATION               New York              Warrant ID#:                                    $2,107.08
                                                   E-004516628-W001-6
                                                        7/18/2005

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4304822 FS    Equipment Finance,
                                                    Date: 12/13/2000       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4375852 FS    Equipment Finance,
                                                    Date: 04/26/2001       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4382602 FS    Equipment Finance,
                                                    Date: 05/10/2001       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1            Arc Distributors           Equipment
      CORPORATION               Illinois           Filing # 9985328 FS
                                                    Date: 07/07/2005
</TABLE>


                                  Sch. 6.2(b)-1

<PAGE>

<TABLE>
<CAPTION>
        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
----------------------   ----------------------   --------------------   --------------------   -------------------
<S>                      <C>                      <C>                    <C>                    <C>
   ATLANTIC AVIATION       Secretary of State             UCC-1             Siemens Credit         Communications
      CORPORATION               Delaware            Filing # 0002944          Corporation             equipment
                                                    Date: 01/14/2000

   ATLANTIC AVIATION       Secretary of State             UCC-1             Canon Financial         Fax equipment
      CORPORATION               Delaware            Filing # 10017637       Services, Inc.
                                                    Date: 12/29/2000

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 10155486       Services, Inc.            equipment
                                                    Date: 02/23/2001

   ATLANTIC AVIATION       Secretary of State             UCC-1          Court Square Leasing     Office furniture
      CORPORATION               Delaware            Filing # 10273503            Corp.
                                                    Date: 03/22/2001

   ATLANTIC AVIATION       Secretary of State             UCC-1           Aviation Equipment      Aircraft refueler
      CORPORATION               Delaware            Filing # 21663743          Co., L.P.           and associated
                                                    Date: 06/06/2002                                  equipment

   ATLANTIC AVIATION       Secretary of State             UCC-1           Aviation Equipment      Aircraft refueler
      CORPORATION               Delaware            Filing # 21664691          Co., L.P.           and associated
                                                    Date: 06/06/2002                                  equipment

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 33299800       Services, Inc.            equipment
                                                    Date: 12/15/2003

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 40319717       Services, Inc.            equipment
                                                    Date: 02/05/2004

   ATLANTIC AVIATION       Secretary of State             UCC-1           US Express Leasing,     Camera and video
      CORPORATION               Delaware            Filing # 51759589            Inc.                 equipment
                                                    Date: 06/08/2005

  MACQUARIE AVIATION       Department of State          Tax Lien          Department of State   Tax Lien for $928.01
 NORTH AMERICA 2 INC.           New York              Warrant ID#:
                                                   E-023599249-W003-1
                                                        10/3/2005

  MACQUARIE AVIATION       Department of State          Tax Lien          Department of State     Tax Lien for $100
 NORTH AMERICA 2 INC.           New York              Warrant ID#:
                                                   E-023599249-W004-5
                                                        10/3/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1              Hancock Bank             Equipment
 NORTH AMERICA 2 INC.          Mississippi        Filing #20050089105A
                                                    Date: 05/09/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Inter-Tel Leasing,       Communications
 NORTH AMERICA 2 INC.           Delaware            Filing # 30663685            Inc.                 equipment
                                                    Date: 03/18/2003

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,    Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 51061804            Inc.                  deicer)
                                                    Date: 03/29/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,     Equipment (floor
 NORTH AMERICA 2 INC.           Delaware            Filing # 51157594            Inc.                 scrubber)
                                                    Date: 04/08/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,     Equipment (ground
 NORTH AMERICA 2 INC.           Delaware            Filing # 53247492            Inc.               power units)
                                                    Date: 10/20/2005
</TABLE>


                                  Sch. 6.2(b)-2

<PAGE>

<TABLE>
<CAPTION>
        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
----------------------   ----------------------   --------------------   --------------------   -------------------
<S>                      <C>                      <C>                    <C>                    <C>
  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615276         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615334         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615359         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615425         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615482         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615730         Corporation             refueler)
                                                    Date: 11/22/2005
</TABLE>


                                  Sch. 6.2(b)-3

<PAGE>

                                                                 Schedule 6.2(e)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(E)

                              EXISTING INVESTMENTS

None.


                                  Sch. 6.2(e)-1