***Confidential***





**MEMBERSHIP
      INTEREST PURCHASE AGREEMENT**


**(STEWART)**




THIS
      MEMBERSHIP INTEREST PURCHASE AGREEMENT (together with the exhibits and schedules
      hereto, this “ **Agreement** ”)
      is
      entered into as of December 21, 2006 (the “ **Effective
      Date** ”),
      by
      and between DAVID G. PRICE, a resident of the State of California (“ **Seller** ”),
      and
      MACQUARIE FBO HOLDINGS LLC, a Delaware limited liability company (“ **Buyer** ”).
      Unless otherwise defined in the Agreement, capitalized terms used in this
      Agreement are defined in **Exhibit “A** .”




**RECITALS**




A.  Seller
      owns all of the equity interests, including any and all rights to acquire any
      such equity interests (collectively, the “ **Membership
      Interests** ”),
      of
      Supermarine of Stewart, LLC, a Delaware limited liability company (the
“ **Company** ”).




B.  The
      Company owns and operates a fixed base operation at Stewart International
      Airport located in New Windsor, New York (the “ **Facility** ”).
      The
      business operations relating to the Facility are hereinafter referred to as
      the
“ **Business** .”




C.  Seller
      is
      the Chairman and Chief Executive Officer of American Airports Corporation,
      a
      California corporation (“ **AAC** ”).




D.  Buyer
      desires to acquire from Seller, and Seller desires to sell and transfer to
      Buyer, all of the Membership Interests on the terms and subject to the
      conditions set forth herein.




E.  Contemporaneously
      with the execution and delivery of this Agreement, Buyer, Seller, Dallas P.
      Price-Van Breda, a resident of the State of California, and Supermarine
      Aviation, Ltd., a California corporation, have entered into a separate agreement
      (the “ **Santa
      Monica Purchase Agreement** ”),
      pursuant to which Buyer has the right to acquire a fixed base operation owned
      by
      Seller, Dallas P. Price-Van Breda and Supermarine Aviation, Ltd. at the Santa
      Monica Municipal Airport located in Santa Monica, California.




**AGREEMENT**




THEREFORE,
      in consideration of the foregoing and the mutual agreements and covenants set
      forth below, the Parties hereby agree as follows:




**ARTICLE
      1**




**PURCHASE
      AND SALE OF MEMBERSHIP INTERESTS**




1.1  Acquisition .
      Subject
      to the terms and conditions of this Agreement, Buyer agrees to purchase, and
      Seller agrees to sell, convey, assign, transfer and deliver to Buyer, the
      Membership Interests, free and clear of all Encumbrances, on the Closing Date.


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1.2  Assignment
      of Membership Interests .
      The
      sale and transfer of the Membership Interests will be effected by delivery
      by
      Seller to Buyer of an Assignment of Limited Liability Company Membership
      Interests in the form attached hereto as **Exhibit
      “B** . ”




**ARTICLE
      2**




**PURCHASE
      PRICE; OTHER CONSIDERATION**




2.1  Purchase
      Price . Subject
      to adjustment as set forth in Section
      2.2 below,
      the aggregate amount to be paid by Buyer at the Closing in consideration for
      the
      Membership Interests shall be Nineteen Million Dollars ($19,000,000) (the **“Purchase
      Price”** ).
      The
      amount of Two Hundred Fifty Thousand Dollars ($250,000) (the **“Escrow
      Funds”** )
      shall
      be delivered to an escrow account with the Escrow Agent, to be held by the
      Escrow Agent for a period of one (1) year from the Closing Date, pursuant
      to the terms of an escrow agreement substantially in the form attached hereto
      as **Exhibit
      “C”** (the
      “ **Escrow
      Agreement** ”)
      and
      the balance of the Purchase Price (the **“Closing
      Funds”** )
      shall
      be delivered to Seller or, at Seller’s direction, to any third parties in
      satisfaction of Funded Indebtedness.




2.2  Adjustment
      to Purchase Price .




(a)  The
      Purchase Price shall be subject to adjustment pursuant to this Section
      2.2 ,
      with
      such adjustment being referred to as the “ **Closing
      Net Working Capital Adjustment.** ”
The
      Closing Net Working Capital Adjustment shall be the positive or negative amount
      by which the Closing Net Working Capital (as defined below) differs from One
      Dollar ($1.00) (the “ **Target
      Closing Net Working Capital** ”),
      provided, however, no adjustment shall be made unless such difference is more
      than Twenty-Five Thousand Dollars ($25,000). If the Closing Net Working Capital
      exceeds the Target Closing Net Working Capital, then the Closing Net Working
      Capital Adjustment shall be positive; and if the Closing Net Working Capital
      is
      less than the Target Closing Net Working Capital, then the Closing Net Working
      Capital Adjustment shall be negative. Seller shall estimate in good faith the
      Closing Net Working Capital, as of the Closing, and deliver such estimate,
      together with an unaudited balance sheet of the Company as of the Closing Date
      (prepared in a manner consistent with and using all of the same accounting
      principles, practices, methodologies and policies used in the preparation of
      the
“Unaudited 2006 Statements” (defined below) and the example set forth on Schedule
      2.2(a) (the
“ **Accounting
      Principles** ”))
      to
      Buyer no later than two (2) Business Days before the Closing Date. If the
      difference between such estimate and the Target Closing Net Working Capital
      is
      more than Twenty-Five Thousand Dollars ($25,000), then the full amount of such
      difference shall be added to or deducted from, as the case may be, the Closing
      Funds. Any such adjustment is referred to herein as the “ **Estimated
      Net Working Capital Adjustment.** ”
The
      Closing Net Working Capital shall be finally determined in accordance with Section
      2.2(b) and (e) .




(b)  Promptly
      after the Closing, Seller shall cause to be prepared a balance sheet of the
      Company as of the Closing Date (the “ **Closing
      Date Balance Sheet** ”).
      The
      Closing Date Balance Sheet shall be prepared in accordance with the Accounting
      Principles. The
      Parties acknowledge that the sole purpose for determining Closing Net Working
      Capital is to adjust the Purchase Price so as to reflect the difference, if
      any,
      between the actual net working capital of the Company as of the Closing Date
      and
      the Target Closing
      Net Working Capital . For
      purposes of this Agreement, “ **Closing
      Net Working Capital** ”
shall
      mean the
      Company’s current assets minus current liabilities, calculated in a manner
      consistent with and using all of the Accounting Principles, as of the Effective
      Time. On
      the
      Closing Date, the Company shall have a cash balance of at least One Hundred
      Thousand Dollars ($100,000). Subject to the requirements of the previous
      sentence, nothing contained in this Agreement, including the provisions of Article 2 and Article 5 ,
      shall
      prohibit Company from distributing cash on hand from time to time from and
      after
      the date hereof to Closing.


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(c)  Seller
      shall provide to Buyer, within sixty (60) days after Closing, (i) a copy of
      the
      Closing Date Balance Sheet, and (ii) a calculation of (A) the actual Closing
      Net
      Working Capital Adjustment (“ **Actual
      Net Working Capital Adjustment** ”);
      (B)
      the amount, if any, by which the Estimated Net Working Capital Adjustment is
      less than the Actual Net Working Capital Adjustment (an “ **Adjustment
      in Favor of Seller** ”);
      and
      (C) the amount, if any, by which the Estimated Net Working Capital Adjustment
      is
      greater than the Actual Net Working Capital Adjustment (an “ **Adjustment
      in Favor of Buyer** ”)
      (such
      materials, the “ **Seller
      Adjustment Notice** ”).




(d)  Seller
      shall allow Buyer and his representatives access at all reasonable times to
      the
      Company’s personnel, properties, books and records, schedules and calculations
      relating to the Closing Date Balance Sheet and the Actual Net Working Capital
      Adjustment for the purpose of reviewing the Seller Adjustment Notice and the
      Closing Date Balance Sheet and confirming the accuracy of the preparation
      thereof. In the event that Buyer provides notice (“ **Buyer
      Objection Notice** ”)
      to
      Seller no later than sixty (60) days after receipt of the Seller Adjustment
      Notice that Buyer disputes Seller’s determination of the Actual Net Working
      Capital Adjustment, the Adjustment in Favor of Seller or the Adjustment in
      Favor
      of Buyer, Seller and Buyer shall then meet and negotiate in good faith to
      resolve such dispute, such negotiation to begin as soon as practicable (but
      in
      any case, no later than thirty (30) days) after Seller’s receipt of the Buyer
      Objection Notice; provided, that, either (i) Buyer shall promptly pay any amount
      of an Adjustment in Favor of Seller that is not in dispute, or (ii) Seller
      shall
      promptly pay any amount of an Adjustment in Favor of Buyer that is not in
      dispute.




(e)  In
      the
      event that Buyer and Seller are not able to resolve such dispute within
      forty-five (45) days after the date on which Buyer provides Seller with the
      Buyer Objection Notice, then either Seller or Buyer may refer the issues in
      dispute to a neutral mutually acceptable independent accounting firm for
      resolution (the “ **Referee** ”).
      The
      decision of such issues by the Referee shall be final and binding on the
      Parties. The Parties shall submit their positions on the dispute to the Referee
      within thirty (30) days after referral, and shall direct the Referee to decide
      the dispute within fifteen (15) days after submission to it. The fees and
      expenses of the Referee shall be paid one-half by Buyer and one-half by Seller.
      Buyer and Seller shall direct the Referee to promptly provide invoices of all
      such fees and expenses directly to Seller and Buyer.


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(f)  After
      final determination, either (i) Buyer shall pay to Seller the amount of any
      Adjustment in Favor of Seller, or (ii) Seller shall pay to Buyer any Adjustment
      in Favor of Buyer. Any such payment is hereinafter referred to as the
“ **Final
      Payment.** ”




(g)  Any
      Final
      Payment shall be made by wire transfer of immediately available funds within
      three (3) Business Days after its final determination in accordance with this Section
      2.2 to
      account(s) specified by Buyer and Seller to receive the Final Payment; provided,
      however, that neither Buyer nor Seller shall be required to make any payment
      by
      wire transfer in an amount less than One Hundred Thousand Dollars ($100,000)
      and
      may issue a check written against immediately available funds in lieu of a
      wire
      transfer for such payment.




2.3  Withholding . Buyer
      shall be entitled to deduct and withhold from the consideration otherwise
      payable pursuant to this Agreement to any holder of Membership
      Interests  such
      amounts as Buyer or its agent are required to deduct and withhold under the
      Code, or any provision of state, local, provincial or foreign Tax Law, or
      pursuant to other applicable judgments, decrees, injunctions or orders, with
      respect to the making of such payment. To the extent that amounts are so
      withheld by Buyer or its agent ,
      and are
      paid to the appropriate governmental authority ,
      such
      withheld amounts shall be treated for all purposes of this Agreement as having
      been paid to the holder of Membership Interests in respect of whom such
      deduction and withholding was made by Buyer or its agent.




2.4  Transaction
      Taxes .
      Each
      party shall pay all transfer, registration, stamp, documentary, recording and
      similar taxes, if any, that become due and payable by such party under
      applicable Laws in connection with the transactions contemplated by this
      Agreement, including the assignment or transfer of the Membership Interests
      for
      the Purchase Price, and each party shall, at his or its own expense, file
      all
      necessary Tax Returns and other documentation with respect to all such Taxes
      and
      fees and, if required by applicable Law, each other party will execute and
      deliver, and will cause its Affiliates to join in the execution and delivery
      of,
      any such Tax Returns and other documentation.




**ARTICLE
      3**




**SELLER’S
      REPRESENTATIONS AND WARRANTIES**




For
      the
      purposes of this Agreement, the phrase “ **to
      the best of Seller’s knowledge** ”
or
      words of similar import shall mean the actual knowledge of the individuals
      listed on **Exhibit
      “D”** hereto
      as well as the knowledge of any of such individuals with respect to a particular
      matter if a prudent individual would be expected to discover or otherwise become
      aware of it after reasonable inquiry. Subject to the foregoing and as an
      inducement to Buyer to enter into this Agreement, Seller represents and warrants
      to Buyer that as of the date hereof and as of the Closing:




3.1  Organization .
      The
      Company is a limited liability company duly organized or formed, validly
      existing and in good standing under the Laws of the State of Delaware. The
      Company does not have any Subsidiaries. The
      Company has all requisite power and authority to own and operate the Business
      as
      conducted as of the date hereof, and to own, operate and lease the properties
      and assets owned, operated or leased by the Company and used in the Business.
      The Company is not required to be licensed or qualified to do business in any
      jurisdictions other than the States of Delaware and New York. Attached to **Schedule
      3.1(i)** are
      complete and correct copies of the Charter Documents for the Company as
      currently in effect. The officers and directors of the Company are listed on **Schedule
      3.1(ii)** .


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3.2  Power
      and Authority .
      Seller
      has full power and authority to own the Membership Interests, to execute and
      deliver this Agreement and the Transaction Documents and to perform his
      obligations hereunder or thereunder.




3.3  Authorization;
      No Breach .
      The
      execution, delivery and performance of this Agreement has been, and the
      execution, delivery and performance of the Transaction Documents to which Seller
      is a party as of the Closing will have been, duly and validly authorized by
      Seller, and this Agreement constitutes, and each of the Transaction Documents
      to
      which Seller is a party as of the Closing will constitute, a valid and binding
      obligation of Seller, enforceable against Seller in accordance with their
      respective terms (except as may be limited by bankruptcy, insolvency,
      reorganization and other similar laws and equitable principles relating to
      or
      limiting creditors’ rights generally). The execution, delivery and performance
      of this Agreement and the Transaction Documents, and the consummation of the
      transactions hereunder and thereunder, will not, except as set forth on **Schedule
      3.3(a)** ,
      (a) violate, conflict with, result in a breach or constitute a default, or
      give rise to any right of amendment, termination, cancellation or acceleration
      (with or without due notice or lapse of time, or both), under the Company’s
      Charter Documents, any Law to which Seller is subject or any agreement to which
      the Company is a party or to which it or its assets are otherwise bound
      (including the Material Contracts), or (b) require any authorization,
      notice, consent or approval of, or action or filing with, any
      Person. Except
      as set forth on **Schedule 3.3(b)** ,
      no
      consent, approval, order or authorization of or registration, declaration,
      notice or filing with or exemption by any court, administrative agency or
      commission or other governmental authority or instrumentality, whether local,
      domestic or foreign is required by or with respect to Seller or the Company
      in
      connection with the execution and delivery of this Agreement and the Transaction
      Documents by Seller, or the consummation of the transactions contemplated hereby
      or thereby.




3.4  Absence
      of Undisclosed Liabilities .




(a)  Other
      than as disclosed on the Liabilities Schedule, **Schedule
      3.4(a)** ,
      the
      Company does not have any liabilities or obligations of any nature whatsoever,
      whether accrued or absolute, contingent or otherwise, and whether due or to
      become due, except (i) liabilities and obligations that arise in the
      ordinary course of business, consistent with past practices, under contracts
      described on the Leases Schedule and the Contracts Schedule and under contracts
      not required to be described on the Contracts Schedule (other than through
      any
      breach or default by the Company), (ii) liabilities and obligations
      reflected in the Financial Statements, and (iii) liabilities and
      obligations of the Company that have arisen after the date of the Financial
      Statements in the ordinary course of business, consistent with past practices
      (other than through any breach or default by the Company) that do not exceed
      Fifty Thousand Dollars ($50,000) in the aggregate.




-5-


(b)  Except
      as
      set forth on **Schedule
      3.4(b)** ,
      the
      Company does not have any Funded Indebtedness. As of the Closing Date, the
      Company will not owe money to any other party pursuant to a loan agreement
      or
      promissory note or otherwise have any Funded Indebtedness.




3.5  Capitalization
      of the Company; Title to Membership Interests .




(a)  Seller
      is
      the unconditional and sole legal, beneficial, record and equitable owner of
      the
      Membership Interests, and has full power and authority to sell and transfer
      the
      Membership Interests free and clear of all Encumbrances.




(b)  The
      Membership Interests constitute all of the issued and outstanding equity in
      the
      Company. All such Membership Interests are duly authorized, validly issued,
      fully paid and non-assessable, were issued in conformity with applicable Laws
      and are free and clear of all Encumbrances.




(c)  There
      are
      no outstanding warrants, options, rights, other securities, agreements,
      subscriptions, or other commitments, arrangements or undertakings pursuant
      to
      which the Company, Seller or any other Person is or may become obligated to
      issue, deliver or sell, or cause to be issued, delivered or sold, any additional
      membership interests or other securities of the Company.




3.6  Financial
      Statements .




(a)  Attached
      to **Schedule
      3.6(a)** hereto
      are the (a) unaudited financial statements for the Company for the year ended
      December 31, 2005 (the “ **Unaudited
      2005 Statements** ”),
      and
      (b) unaudited financial statements for the Company for the nine (9)-month period
      ended September 30, 2006 (the “ **Unaudited
      2006 Statements** ”
and
      collectively with the Unaudited 2005 Statements, the “ **Unaudited
      Financial Statements** ”).
      The
      Unaudited Financial Statements have been prepared in accordance with the books
      and records of the Company and consistent with past practices. The Unaudited
      Financial Statements fairly present the financial condition and results of
      operation of the Business for the period ended December 31, 2005 and for the
      nine (9)-month period ending September 30, 2006, as the case may be.




(b)  On
      or
      prior to Closing, Seller will have delivered to Buyer (i) combined financial
      statements for the Company and its affiliates that are parties to the Santa
      Monica Purchase Agreement, audited by Lesley, Thomas, Schwarz & Postma,
      Inc., for the period ended December 31, 2005 (the “ **Audited
      Statements** ”),
      and
      (ii) unaudited financial statements for the Company for each month-end that
      has
      occurred since, or will occur after, September 30, 2006, and prior to the
      Closing Date (the “ **Interim
      Unaudited Statements** ”
and
      collectively with the Unaudited Financial Statements and the Audited Statements,
      the “ **Financial
      Statements** ”).
      The
      Audited Statements and the Interim Unaudited Statements will be prepared in
      accordance with the books and records of the Company and consistent with past
      practices. The Audited Statements will have been prepared in accordance with
      GAAP consistently applied throughout the period involved and fairly present
      the
      financial condition and results of operation of the Business for the period
      ended December 31, 2005. The Interim Unaudited Statements will fairly present
      the financial condition and results of operation of the Business for the period
      then ending. The Audited Statements and the Interim Unaudited Statements will
      be
      attached to **Schedule
      3.6(b)(ii)** hereto.




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(c)  Except
      as
      set forth on **Schedule 3.6(c)** ,
      the
      Company’s accounts receivable arose, and all accounts receivable that will be
      outstanding as of the Closing Date shall have arisen, from bona fide
      transactions in the ordinary course of business. The reserves for accounts
      receivables set forth in the Financial Statements have been established
      consistently with the Company’s historical accounting practices.




3.7  Absence
      of Certain Changes or Events .
      Since
      December 31, 2005, and except as disclosed in **Schedule
      3.7** ,
      the
      Business has been operated in the ordinary course and there has not been
      any:




(a)  sale,
      assignment or transfer, other than in the ordinary course of business and
      consistent with past practices, of any assets of the Company;




(b)  acquisition
      by merger, consolidation with, purchase of substantially all of the assets
      or
      capital stock of, or any other acquisition of any material assets or business
      of, any corporation, partnership, association or other business organization
      or
      division thereof;




(c)  change
      in
      accounting methods or practices by the Company;




(d)  termination
      of, or any amendment or modification to, any Material Contract or Permit, in
      any
      case that is adverse in any material respect to the Company, or entry into
      any
      material borrowing, capital contribution or capital financing
      transaction;




(e)  increase
      in salary, bonuses or other compensation payable or to become payable to any
      officer or employee of the Company, except in the ordinary course of business,
      consistent with past practices, and the Company has not (i) entered into any
      Benefit Plan or Benefit Agreement, employment, severance, or other agreements
      relating to compensation or fringe benefits, (ii) adopted or changed any
      existing Benefit Plan or Benefit Arrangement or (iii) advanced or loaned any
      money to any officer or employee of the Company;




(f)  strike,
      walkout, labor trouble or threat thereof, or any other new or continued event,
      development or condition of any character with respect to the employees engaged
      in the Business which has affected or could reasonably be expected to affect
      materially and adversely the Business;




(g)  cancellation
      or waiver of any right material to the operation of the Business or any
      cancellation or waiver of any debts or claims of substantial value or any
      cancellation or waiver of any debts or claims against any officer, manager
      or
      employee of the Company;




-7-


(h)  payment,
      discharge or satisfaction of any liability or obligation (whether accrued,
      absolute, contingent or otherwise), other than the scheduled payment, discharge
      or satisfaction, in the ordinary course of business, of liabilities or
      obligations shown or reflected on the Financial Statements or incurred in the
      ordinary course of business since December 31, 2005;




(i)  deferral
      of any capital expenditure or capital improvements that is reasonably required
      for the operation of the Business;




(j)  adverse
      change, or, to the best of Seller’s knowledge, threat of any adverse change, in
      the Company’s relations with, or any loss, or, to the best of Seller’s
      knowledge, threat of loss of, the Company’s landlords, suppliers, clients or
      customers which, individually or in the aggregate, has been or could reasonably
      be expected to be materially adverse to the Company;




(k)  write-offs
      as uncollectible of any notes owed to the Company or accounts receivable of
      the
      Company or write-downs of the value of any asset or inventory by the Company
      other than in immaterial amounts or in the ordinary course of business
      consistent with past practice and at a rate no greater than the rate applicable
      during the twelve (12) months ended on December 31, 2005;




(l)  creation,
      incurrence, assumption or guarantee by the Company of any material obligations
      or liabilities (whether absolute, accrued, contingent or otherwise and whether
      due or to become due), except in the ordinary course of business, or any
      creation, incurrence, assumption or guarantee by the Company of any indebtedness
      for borrowed money;




(m)  any
      damage, destruction or loss that has affected, or could reasonably be expected
      to affect, materially and adversely the Facility or the Business;




(n)  any
      agreement by the Company or Seller to do any of the foregoing; or




(o)  event
      or
      condition that has had, or could reasonably be expected to have, material
      adverse effect on (a) the business, assets, operations, financial condition
      or liabilities of the Company or the Business, taken as a whole; (b) the
      ability of Seller to perform any of its material obligations under any of the
      Transaction Documents; (c) the rights and remedies of Buyer under this
      Agreement, the other Transaction Documents or any related document, instrument
      or agreement; or (d) the validity of any of the Transaction
      Documents.


3.8  Real
      Property; Personal Property .




(a)  The
      Leases Schedule, **Schedule
      3.8(a)(i)** ,
      lists
      all oral or written leases, including the Ground Lease, subleases, licenses,
      concession agreements or other use or occupancy agreements pursuant to which
      the
      Company leases 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 (each a “ **Lease** ”
and
      collectively, the “ **Leases** ”).
      The
      Leases are in full force and effect, have not been modified, supplemented,
      amended or assigned, and are enforceable by and against the Company and all
      other parties thereto for the periods (terms) listed on **Schedule
      3.8(a)(i)** .
      Seller
      has delivered to Buyer complete and accurate copies of each of the Leases
      (including all amendments, supplements and material correspondence related
      thereto). A complete and accurate copy of the Ground Lease is attached to **Schedule
      3.8(a)(ii)** hereto.
      Neither Seller nor the Company has (i) received any notice that the Company
      is
      in default under, or not in compliance with any material provision of, any
      Lease, that the Company may be subject to any special assessments or that there
      may be any material changes in property tax or land use law affecting any such
      Leases, or (ii) delivered any notice to another party alleging any default
      under, or failure to comply with any material provision of, any Lease. To the
      best of Seller’s knowledge, no event has occurred that, with notice, the passage
      of time or both, would constitute a default by the Company under, or failure
      of
      the Company to comply with a material provision of, any of the Leases, or
      otherwise give any party a right of termination or modification thereof. The
      Company has timely prepared and, as applicable, filed with the proper third
      parties, all material statements and reports as required by the Leases, and
      each
      such statement or report is correct in all material respects. The
      Company does not own any fee interest in any real property.




-8-


(b) (i)  Neither
      Seller nor the Company has received notice of any threatened condemnation
      proceedings, lawsuits or administrative actions relating to any of the real
      property used in the Business or any other matters which do or could reasonably
      be expected to adversely affect the current use, occupancy or value thereof,
      and
      there an no pending or, to the best of Seller’s knowledge, threatened
      condemnation proceedings, lawsuits or administrative actions relating to any
      of
      the real property used in the Business or any other matters which do or could
      reasonably be expected to adversely affect the current use, occupancy or value
      thereof.




(ii)  To
      the
      best of Seller’s knowledge, all facilities, buildings, improvements and other
      structures used in the Business are located on the real property. All present
      uses and operations of such real property and the structures by the Company
      comply in all material respects with all applicable zoning, land-use, building,
      fire, labor, safety, subdivision and other governmental requirements and all
      deed or other title covenants or restrictions applicable thereto. Neither Seller
      nor the Company has received any notice or report that any of the leased real
      property or any of the structures used in the Business, or the use, occupancy
      or
      operation thereof by Seller or the Company, violate any governmental
      requirements or deed or other title, covenants or restrictions.




(iii)  The
      Company has obtained all approvals of governmental authorities (including
      certificates of use and occupancy, licenses and permits) required in connection
      with the construction, ownership, use, occupation and operation of the leased
      real property and the structures thereon used in the Business, and all equipment
      owned or used by the Company. Neither Seller nor the Company has received notice
      that any of the leased real property or any of the structures thereon used
      in
      the Business is dependent upon or benefit from any “non-conforming use” or
      similar zoning classification.




-9-


(iv)  Other
      than in the ordinary course of business, there are no parties other than the
      Company in possession of any of the leased real property or any portion thereof,
      and, other than in the ordinary course of business, there are no leases,
      subleases, licenses, concessions or other agreements, written or oral, granting
      to any party or parties the right of use or occupancy of any of the leased
      real
      property or any portion thereof.




(v)  The
      legal
      descriptions for the real property contained in the Leases adequately describe
      the leased real property subject thereto. All structures on the leased real
      property are located within the boundary lines of the leased real property
      and
      no structures, facilities or other improvements on any parcel adjacent to any
      of
      the leased real property encroach onto any of the leased real property. All
      structural, mechanical and other physical systems related to the leased real
      property are in good operating condition and repair, reasonable wear and tear
      excepted, in all material respects.




(vi)  Seller
      has delivered true, complete and correct copies of any and all geotechnical,
      mechanical, architectural or similar reports, or other documents possessed
      by or
      in the control of Seller or the Company pertaining to the structural, mechanical
      and other physical systems related to the leased real property. Except for
      such
      reports or documents, there has been no investigation, study, audit, test,
      review or other analysis (other than environmental reports described in Section
      3.16) conducted by, for, or provided to Seller or the Company in relation to
      the
      Business; and




(vii)  Except
      as
      set forth on **Schedule
      3.8(b)(vii)** ,
      the
      Company is not subject to or bound by any obligation or commitment (written
      or
      oral) to make any capital expenditures that exceed One Hundred Thousand Dollars
      ($100,000) individually or in the aggregate.




(c)  Attached
      hereto as **Schedule
      3.8(c)** is a
      complete and accurate list of all furniture, equipment, leasehold improvements,
      motor vehicles and all other tangible personal property owned or leased by
      the
      Company that the Company has reflected in its books and records in accordance
      with generally accepted accounting principles (the “ **Personal
      Property** ”).




(d)  The
      Company has good title to its Personal Property, free and clear of any
      Encumbrances except as set forth on **Schedule
      3.8(d)(i)** .
      The
      Company has valid titles and registrations for each motor vehicle included
      in
      the Personal Property, copies of which have been delivered to Buyer. Except
      as
      set forth on **Schedule
      3.8(d)(ii)** ,
      the
      Company owns or leases from unrelated third parties all assets and properties,
      and has all operational capabilities, that are used in or necessary to the
      operation of the Business.




3.9  Tax
      Matters .




(a)  The
      Company has filed (or had filed on its behalf) all Tax Returns required to
      have
      been filed by it or with respect to it i n
      the
      manner prescribed by applicable laws. All such Tax Returns were true, correct
      and complete in all respects. The Company has timely paid in full (or had timely
      paid in full on its behalf) all Taxes required to have been paid by it or with
      respect to it, or which could affect Seller’s ability to consummate the
      transaction contemplated hereby, whether or not shown as due on such Tax
      Returns. With respect to the Company, neither Seller nor the Company has
      received notice of any claim made by a governmental authority in a jurisdiction
      where the Company does not file Tax Returns that it is or may be subject to
      taxation by that jurisdiction. Except as set forth in **Schedule 3.9** ,
      the
      Company has not requested or obtained any extension of time within which to
      file
      any Tax Return, which Tax Return has not since been filed. Except as set forth
      in **Schedule 3.9** ,
      there
      are no Encumbrances on any of the Membership Interests in or assets, rights
      or
      properties of the Company that arose in connection with any failure (or alleged
      failure) to pay any Tax other than Encumbrances for Taxes not yet due and
      payable.




-10-


(b)  The
      Company has complied
      in all respects with all applicable laws, rules and regulations relating to
      withholding Taxes, including all information reporting and backup withholding requirements
      (including the maintenance of required records with respect thereto), and has,
      within the time and manner prescribed by law, withheld and paid, when due all
      Taxes from payments made to its employees, agents, contractors, creditors,
      interest holders or other third parties as required by Law.




(c)  There
      is
      no proceeding or audit pending or, to the best of Seller’s knowledge, threatened
      by any governmental authority with respect to any Taxes or Tax Returns of the
      Company.




(d)  To
      the
      best of Seller’s knowledge, there are no existing circumstances that, if known
      to governmental authorities, could reasonably be expected to result in the
      assertion of any claim for Taxes against the Company by any governmental
      authority with respect to any period for which Tax Returns have been filed
      or
      Tax is required to have been paid. Neither the Company nor any Affiliate of
      the
      Company (with respect to the Company) has received a written ruling from a
      governmental authority relating to any Tax or entered into a written agreement
      with a governmental authority relating to any Tax that could have a continuing
      effect with respect to any taxable period for which the Company has not filed
      a
      Tax Return. No property of the Company is property that the Company or any
      party
      to this transaction is or will be required to treat as being owned by another
      Person pursuant to the provisions of Section 168(f)(8) of the Code (as in effect
      prior to its amendment by the Tax Reform Act of 1986) or is “tax-exempt use
      property” within the meaning of Section 168 of the Code.




(e)  Except
      as
      set forth in **Schedule 3.9** ,
      the
      Company has not waived any statute of limitations for assessment or collection
      with respect to any Tax or Tax Return or agreed to any extension of time with
      respect to a Tax assessment or deficiency, which has continuing
      effect.




(f)  The
      Company is not and has not been a party to any Tax allocation, Tax sharing
      or
      similar agreement or arrangement, is not and has not been a member of a group
      of
      entities required to file Tax Returns on a combined, consolidated or unitary
      basis, and does not have any liability for Taxes owing by any other Person,
      including, without limitation by contract or as a transferee or successor of
      such other Person by merger or otherwise.




-11-


(g)  Seller
      has made available to Buyer complete and accurate copies of all of the following
      materials related to the Company (during periods ending after January 1, 2003):
      (i) all income Tax Returns, (ii) all examination reports relating to Taxes,
      (iii) all annual statements of Taxes, (iv) all written rulings received from
      any
      governmental authority relating to any Tax, and (v) all written agreements
      entered into with any governmental authority relating to any Tax. Seller has
      made available to Buyer complete and accurate copies of all monthly and
      quarterly statements of Taxes during the period from January 1, 2005 to
      September 30, 2006. To the extent specifically requested by Buyer, Seller has
      made available to Buyer: (i) complete and accurate copies of all other Tax
      Returns related to the Company, and (ii) complete and accurate copies of all
      documents described in the previous sentence without regard to the period to
      which they relate. **Schedule
      3.9** identifies all Tax Returns that the Company has filed (during periods ending
      after January 1, 2003) and the taxable period covered by each such Tax Return,
      and identifies those Tax Returns or periods that have been audited or are
      currently the subject of an audit by a governmental authority.




(h)  Since
      the
      date of its formation, the Company has been an entity which is disregarded
      for
      federal tax purposes as separate from its owner pursuant to Treas. Reg.
§301.7701-2(b)(1)(ii).




(i)  Neither
      the Company nor the Subsidiary (nor, to the best of Seller’s knowledge, any
      officer or director of the Company) has been a party to or participated in
      any
      way in a transaction that could be described as a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4(b) (including without
      limitation, any “listed transaction”) or any confidential corporate Tax shelter
      within the meaning of Treasury Regulation Section 1.6111-2, nor has any Tax
      item
      or any Tax strategy that has been derived from or related to any such
      transaction been reflected in any Tax Return of the Company (or, to the best
      of
      Seller’s knowledge, any Tax Return of any officer or director of the
      Company).




3.10  Contracts
      and Commitments .




(a)  Except
      as
      set forth in the Contracts Schedule, **Schedule
      3.10** ,
      the
      Company is not a party to or otherwise bound by any contract or agreement,
      written or oral:




(i)  for
      a
      bonus, pension, profit sharing, retirement, deferred compensation, medical
      or
      life insurance plan, membership purchase or option or any other plans or
      arrangements providing for benefits of any type to employees (either current
      or
      former) of the Company;




(ii)  for
      collective bargaining or with any labor union;




(iii)  for
      the
      borrowing of money or mortgaging, pledging or encumbering any of the Company’s
      assets;




(iv)  for
      the
      lending or investing of funds to or in other persons or entities;




-12-


(v)  granting
      any power of attorney (irrevocable or otherwise) to any Person for any purpose
      relating to the Business or the Company’s assets, other than powers of attorney
      given to regulatory authorities in connection with routine qualifications to
      do
      business; or




(vi)  with
      an
      Affiliate of Seller or the Company (other than the Company’s Charter Documents).




(b)  The
      Contracts Schedule lists each of the Material Contracts. For purposes of this
      Agreement, “ **Material
      Contracts** ”
      includes the following:




(i)  any
      and
      all contracts for the sale of goods or services with a value in excess of (A)
      Fifty Thousand Dollars ($50,000) individually, (B) with respect to any one
      entity, One Hundred Thousand Dollars ($100,000) in the aggregate, or (C) Ten
      Thousand Dollars ($10,000) and which is not terminable without penalty by or
      on
      behalf of the Company on less than ninety (90) days’ notice;




(ii)  any
      and
      all contracts, agreements, licenses, leases (other than the Leases), sales
      and
      purchase orders and other legally binding commitments (x) that obligate the
      Company to pay, assume, guaranty or secure an amount in excess of (A) Fifty
      Thousand Dollars ($50,000) individually, (B) with respect to any one entity,
      One
      Hundred Thousand Dollars ($100,000) in the aggregate, or (C) Ten Thousand
      Dollars ($10,000) and which is not terminable without penalty by or on behalf
      of
      the Company on less than ninety (90) days’ notice or (y) pursuant to which the
      Company buys or sells aviation fuel;




(iii)  any
      and
      all contracts between the Company on the one hand and any Affiliate of the
      Company on the other hand (other than the Company’s Charter
      Documents);




(iv)  any
      and
      all broker, distributor, dealer, representative or agency
      agreements;




(v)  any
      and
      all insurance policies insuring the Business, the Facility or any of the
      Company’s assets (collectively, the “ **Insurance
      Policies** ”);




(vi)  any
      and
      all employment, non-competition or consulting agreement;




(vii)  each
      contract containing covenants purporting to materially limit the freedom of
      the
      Company to compete in any line of business or in any geographic
      area;




(viii)  each
      contract that is not for the purchase, sale or license of goods or services
      in
      the ordinary course of business consistent with past practice, including any
      factoring agreements;




(ix)  each
      partnership, joint venture or other similar agreement or arrangement to which
      the Company is a party;




-13-


(x)  any
      and
      all agreements requiring a loan or advance by the Company; and




(xi)  any
      other
      contract or agreement that is material to the Business or the financial
      condition or results of operations of the Company.




(c)  Seller
      has delivered to Buyer true and complete copies of all written Material
      Contracts, together with all amendments, supplements and material correspondence
      related thereto. The Contracts Schedule includes a description of the material
      terms of each Material Contract that is oral. The Material Contracts are in
      full
      force and effect and are enforceable against the Company and all other parties
      thereto. Except as set forth on the Contracts Schedule, neither Seller nor
      the
      Company has (i) received any notice that it is in default under, or not in
      compliance with any material provision of, any Material Contract, or
      (ii) delivered any notice to another party alleging any default under, or
      failure to comply with any material provision of, any Material Contract. To
      the
      best of Seller’s knowledge, no event has occurred that, with notice, the passage
      of time or both, could reasonably be expected to constitute a default by the
      Company or any other party under, or failure of the Company or any other party
      to comply with a material provision of, any of the Material Contracts, or
      otherwise give any party a right of termination or modification thereof. The
      Company has timely prepared and, as applicable, filed with the proper third
      parties, all material statements and reports as required by the Material
      Contracts, and each such statement or report is correct in all material
      respects.




(d)  Set
      forth
      on **Schedule 3.10(d)** is a
      list of the ten (10) largest customers of the Company by gallons of fuel
      purchased in the 2005 calendar year.




(e)  Except
      as
      disclosed on **Schedule 3.10(e)** ,
      to the
      best of Seller’s knowledge, no material supplier to or landlord of the Company,
      including any party to the Ground Lease, or any governmental entity has taken,
      and neither Seller nor the Company has received any notice that, any material
      supplier to or landlord of the Company, including any party to the Ground Lease,
      or any governmental entity contemplates taking, any steps to terminate or
      materially alter the business relationship of Company with such supplier or
      landlord, including any party to the Ground Lease.




(f)  The
      Insurance Policies are in full force and effect and shall remain in full force
      and effect until 11:59 p.m. on the day following the Closing Date. Except as
      set
      forth on **Schedule
      3.10(f)** ,
      there
      are no claims related to or arising out of the operation of the Business pending
      under any Insurance Policies. To the best of Seller’s knowledge, no event has
      occurred, and no condition or circumstances exist, that could reasonably be
      expected to (with or without notice or lapse of time) give rise to or serve
      as a
      basis for any claims related to or arising out of the operation of the Business
      under the Insurance Policies.




(g)  The
      Company does not have, directly or indirectly, any (i) interest in the
      outstanding stock or ownership interests of any corporation or in any
      partnership, joint venture or other entity, or (ii) agreement,
      understanding, contract or commitment relating to an interest in any such
      entity.




-14-


3.11  Litigation;
      Proceedings .
      Except
      as set forth in **Schedule
      3.11** ,
      neither
      the Company nor Seller has received notice or service of process regarding
      or
      otherwise been named as a party to any pending action, suit, proceeding,
      judgment, order or governmental investigation. To the best of Seller’s
      knowledge, no such action, suit, proceeding or governmental investigation has
      been threatened. The
      Company is not subject to or in violation of any judgment, decree, injunction
      or
      order.




3.12  Brokerage .
      No
      agent, broker, finder, or investment or commercial banker engaged by or on
      behalf of Seller or the Company is or will be entitled to any brokerage
      commission, finders’ fees or similar compensation from the Company or Buyer as a
      result of this Agreement or any of the transactions contemplated
      herein.




3.13  Employee
      Benefit Plans.




(a)  “ **Benefit
      Plans** ”
means:
      (i) each plan, program, agreement or arrangement for the provision of
      executive compensation, deferred or incentive compensation, profit sharing,
      bonus, employee assistance, supplemental retirement, severance, vacation,
      sickness, disability, death, fringe benefit, insurance, medical or other
      benefits (whether provided through insurance, on a funded or unfunded basis,
      or
      otherwise) to any current or former employee, director, consultant or
      independent contractor, or any dependent, survivor or beneficiary with respect
      to any of the foregoing, which is maintained, administered or contributed to
      by
      the Company or any ERISA Affiliate of the Company; (ii) each Employee
      Pension Benefit Plan which has been maintained, administered or contributed
      to
      by the Company or any ERISA Affiliate in the past six (6) years (the
“ **Pension
      Plans** ”);
      and
      (iii) each Employee Welfare Benefit Plan which is currently maintained,
      administered or contributed to by the Company or any ERISA Affiliate (such
      plans, together with Employee Welfare Benefit Plans which were previously
      maintained, administered or contributed to by the Company or an ERISA Affiliate,
      collectively, the “ **Welfare
      Plans** ”).




(b) (i)  Each
      Benefit Plan that is sponsored, maintained or contributed to by the Company
      or
      with respect to which the Company has or may have any liability is listed on **Schedule
      3.13(b)(i)** (hereinafter referred to as the “ **Company
      Benefit Plans** ”).




(ii)  Each
      Pension Plan other than the 401(k) Plan is listed on **Schedule
      3.13(b)(ii)** .




(iii)  Each
      ERISA Affiliate is identified on **Schedule 3.13(b)(iii).**




(c)  Each
      Pension Plan that covers any Company Employee or any manager, officer, agent,
      consultant or professional adviser to the Company, and which is intended to
      qualify under Section 401(a) of the Code so qualifies. No Pension Plan has
      ever held any Company securities.




-15-


(d)  To
      the
      best of Seller’s knowledge, each Company Benefit Plan (and each related trust,
      insurance contract or fund) has been administered in all material respects
      in
      accordance with its governing instruments and all applicable Laws. To the best
      of Seller’s knowledge, except as set forth in **Schedule 3.13(d)** ,
      all
      reports and information relating to each Company Benefit Plan required to be
      filed with a governmental authority have been timely filed and are accurate
      in
      all material respects and all reports and information relating to each such
      Company Benefit Plan required to be disclosed or provided to participants or
      their beneficiaries have been timely disclosed or provided. No officer, manager,
      agent or employee of the Company or any ERISA Affiliate has made any oral or
      written representation which is inconsistent with the terms of any Company
      Benefit Plan which may be binding on such plan or the Company. To the best
      of
      Seller’s knowledge, there are no restrictions or limitations on the right of the
      Company or any ERISA Affiliate to terminate or decrease (prospectively) the
      level of benefits under any Company Benefit Plan after the Closing Date without
      liability to the Company or any participant or beneficiary thereunder. The
      Company may, without cost, withdraw the Company Employees from any Benefit
      Plan
      which is not sponsored by the Company. No Benefit Plan covering Company
      Employees imposes withdrawal charges, redemption fees, contingent deferred
      sales
      charges or similar expenses triggered by termination of the plan or cessation
      of
      participation or withdrawal of employees thereunder.




(e)  To
      the
      best of Seller’s knowledge, except as set forth in **Schedule 3.13(e)** ,
      all
      contributions, premiums or other payments due under the terms of each Benefit
      Plan or required by applicable Law have been made within the time due. All
      unpaid amounts attributable to any Company Benefit Plan for any period prior
      to
      the Closing Date will be accrued on the Company’s consolidated books and records
      in accordance with GAAP. There have been no Prohibited Transactions with respect
      to any Benefit Plan which could result in liability to Buyer, the Company,
      any
      employees of Buyer or any Company Employees. There has been no breach of
      fiduciary duty (including violations under Part 4 of Title I of ERISA) with
      respect to any Benefit Plan which could result in liability to Buyer, the
      Company, any employees of Buyer or any Company Employees. No action, suit,
      proceeding, hearing or investigation relating to any Company Benefit Plan (other
      than routine claims for benefits) is pending or, to the best of Seller’s
      knowledge, has been threatened, and Seller has no knowledge of any fact that
      could form the basis for such action, suit, proceeding, hearing or
      investigation.




(f)  Except
      as
      set forth on **Schedule
      3.13(f)** ,
      neither
      the Company, nor any ERISA Affiliate has ever sponsored, maintained, contributed
      to, had any obligation to contribute to, or had any other liability under or
      with respect to any: (i) Employee Pension Benefit Plan covered by Title IV
      of
      ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) Employee
      Welfare Benefit Plan which provides health, life or other coverage for former
      directors, officers or employees (or any spouse or former spouse or other
      dependent thereof), other than benefits required by COBRA, (iii) “voluntary
      employees beneficiary association” within the meaning of Section 501(c)(9)
      of the Code or any other “welfare benefit fund” as defined in
      Section 419(e) of the Code, (iv) a nonqualified deferred compensation plan
      within the meaning of Code Section 409A for the benefit of anyone who has
      provided services with respect to the Business or (v) “multiemployer plan” as
      defined in ERISA Section 3(37) or any “multiple employer welfare arrangement” as
      defined in Section 3(40)(A) of ERISA.




-16-


3.14  Employee
      Matters .




(a)  Except
      for AAC corporate or headquarters employees (including John Meehan and Scott
      Wardle), **Schedule 3.14(a)(i)** contains
      a complete and correct list of all employees and independent contractors who
      are
      currently engaged in operating the Business (the “ **Company
      Employees** ”)
      and
      the employer, date of hire, 2006 compensation paid or payable and accrued
      vacation time, sick leave and other paid time off of each such Company Employee.
      Except as set forth on **Schedule 3.14(a)(ii)** ,
      (i) the terms of employment or engagement of all Company Employees and
      managers, agents, consultants and professional advisers to the Company are
      such
      that their employment or engagement may be terminated at will with notice given
      at any time and without liability for payment of compensation or damages,
      (ii) there are no severance payments which are or could become payable to
      any such person under the terms of any oral or written agreement or commitment
      or any Law, custom, trade or practice, (iii) there are no other agreements,
      contracts or commitments, oral or written, between the Company and any such
      Person, and (iv) as of the date hereof, to the best of Seller’s knowledge, no
      Company Employee has any plans to terminate his or her employment with the
      Company or AAC. **Schedule
      3.14(a)(iii)** lists
      all of the Company Employees who are currently on leave relating to work-related
      injuries and/or receiving disability benefits under any Benefit
      Plan.




(b)  Neither
      the Company nor ACC is, nor has either of them ever been, bound by or subject
      to
      (and none of their respective assets or properties are bound by or subject
      to)
      any arrangement with any labor union or other collective bargaining
      representative. With respect to each of the Company and AAC, there is no pending
      or, to the best of Seller’s knowledge, threatened (i) union organizational
      activity or other labor or employment dispute against or affecting the Company
      or AAC, or (ii) application for certification of a collective bargaining
      agent.




(c)  All
      persons classified by the Company as independent contractors do satisfy and
      have
      satisfied the requirements of Law to be so classified, and the Company has
      fully
      and accurately reported its compensation on IRS Forms 1099 when required to
      do
      so. No individual who has performed services for or on behalf of the Company
      and
      who has been treated by the Company as an independent contractor is classifiable
      as a “leased employee” within the meaning of Section 414(n)(2) of the Code
      with respect to the Company.




3.15  Compliance
      with Laws; Permits .
      The
      Company has complied, and the use and operation of the Facility are in
      compliance, in all material respects, with all applicable Laws which affect
      the
      Business, and has timely filed with the proper authorities all material
      statements and reports required by the Laws to which the Business is subject.
      Except as set forth in **Schedule 3.15** ,
      the
      Company holds all permits, licenses, certificates, approvals, registrations,
      franchises, rights, qualifications and other authorizations of federal, state
      and local governments, agencies and regulatory authorities required or advisable
      for the conduct of the Business as operated to the date hereof (collectively,
      the “ **Permits** ”).  **Schedule
      3.15** sets
      forth a complete and accurate list of each Permit. Except as set forth in **Schedule 3.15** ,
      the
      Company does not (1) hold any Permit issued by the Federal Aviation
      Administration or by the U.S. Department of Transportation or (2) own or
      lease aircraft or (3) operate aircraft for a third party under a management
      agreement or other similar arrangement. Except as set forth in **Schedule 3.15** ,
      neither
      Seller nor the Company has received any notice of any (x) order, rule or
      directive, or any proposed order, rule or directive, issued by any governmental
      authority against the Company, or (y) threatened legal or regulatory proceeding
      which could adversely affect the Business or assets of the Company, or any
      Permit required to be obtained and maintained by the Company.




-17-


3.16  Environmental
      Matters .
      Except
      as set forth in **Schedule
      3.16** ,
      Seller
      represents and warrants that:




(a)  The
      Company materially complies, and at all times during Seller’s ownership of the
      Membership Interests has been in material compliance, with applicable
      Environmental Laws and there are no circumstances that will prevent such
      compliance in the future;




(b)  Neither
      Seller nor the Company has received any written request for information, or
      has
      been notified that it is a potentially responsible party, under the CERCLA,
      or
      any similar state or local law with respect to any on-site or offsite
      location;




(c)  The
      Company has obtained all required Environmental Permits relating to the
      Business, enabling the Business to operate as of the Closing Date in the
      ordinary course of business;




(d)  Neither
      Seller nor the Company has received any notice, notification, demand, request
      for information, citation, summons, complaint or order and, to the best of
      Seller’s knowledge, there is no violation, claim, demand, litigation, proceeding
      or governmental investigation (whether pending or threatened) arising from
      applicable Environmental Laws relating to the Company. The Company is not
      subject to any judgment, decree, order, or consent agreement relating to
      compliance with any Environmental Laws, or the cleanup of Hazardous Materials
      under any Environmental Laws;




(e)  Seller
      has delivered true, complete and correct copies of any and all reports, or
      other
      documents possessed by or in the control of Seller or the Company pertaining
      to
      the environmental condition of the Facility, Hazardous Materials on the Facility
      and regarding the Company’s compliance with applicable Environmental Laws.
      Except for such reports or documents, there has been no investigation, study,
      audit, test, review or other analysis (including any Phase I environmental
      assessments) conducted by, for, or provided to Seller or the Company with
      respect to matters affecting the environment, health or safety in relation
      to
      the Business; and




(f)  Except
      as
      set forth in **Schedule
      3.16(f)(i)** ,
      to the
      best of Seller’s knowledge, the Facility does not contain and the Company does
      not otherwise operate any underground storage tanks. Except as set forth in **Schedule
      3.16(f)(ii)** ,
      to the
      best of Seller’s knowledge, there have been no discharges, emissions, spilling,
      leaking, pouring, emptying, or other releases of Hazardous Materials which
      are
      or were reportable by Seller or the Company under any Environmental
      Laws.




-18-


3.17  Affiliate
      Transactions .
      Except
      as set forth in **Schedule
      3.17** ,
      no
      Affiliate of the Company nor any member, manager, officer, director or equity
      holder of any thereof, is party to any agreement, transaction or understanding
      (other than the Company’s Charter Documents) with the Company. Except pursuant
      to the Company’s Charter Documents, the consummation of the transactions
      contemplated by this Agreement will not (either alone, or upon the occurrence
      of
      any act or event, or with the lapse of time, or both) result in any benefit
      or
      payment (severance or other) arising or becoming due from the Company to any
      Person other than Seller in accordance with the terms of this
      Agreement.




3.18  Intellectual
      Property Rights . **Schedule
      3.18** lists
      all of the Intellectual Property owned or licensed by the Company and used
      in
      connection with its Business. The use by the Company of the Intellectual
      Property does not infringe any rights of any third party and no activity of
      any
      third party infringes upon the rights of the respective Company with respect
      to
      any of the Intellectual Property. Neither
      Seller nor the Company has received notice of any claims asserted by any Person
      with respect to challenging the ownership, validity, enforceability or use
      of
      the Intellectual Property, nor, to the best of Seller’s knowledge, are there any
      valid grounds for any such bona fide claims. To the extent the Company uses
      any
      Intellectual Property owned by a third party, the Company has a license with
      such third party for the use of such Intellectual Property and is not in default
      under any such license.




3.19  Bank
      Accounts; Powers of Attorney . **Schedule
      3.19** lists
      each bank, trust company, savings institution, brokerage firm, mutual fund
      or
      other financial institution with which the Company has an account or safe
      deposit or lock box and the names and identification of all persons authorized
      to draw on it or to have access to it as of the Closing Date. Except
      as
      set forth on **Schedule 3.19** ,
      neither
      the Company nor any of its managers or officers, has any power of attorney
      with
      respect to the Business outstanding.




3.20  Fuel
      Volume Records .
      True
      and correct copies of the Company’s fuel volume records and gross receipt
      statements as filed with the relevant airport authority for the period from
      January 1, 2005 through September 30, 2006 are attached as **Schedule
      3.20** .
      Such
      statements accurately reflect the volume of fuel sold and revenues earned by
      the
      Company during such period and were prepared in accordance with the Company’s
      books and records.




3.21  Disclosure .
      To the
      best of Seller’s knowledge, no representations or warranties by Seller in this
      Agreement or in any document, exhibit, statement, certificate or schedule which
      is furnished or to be furnished by Seller in connection with the Closing of
      the
      transactions herein contemplated, (i) contains or will contain any untrue
      statement of a material fact, or (ii) omits or will omit to state, when
      read in conjunction with all of the information contained in this Agreement,
      the
      Schedules hereto and the other Transaction Documents, any material fact
      necessary to make the statements or facts contained therein not
      misleading.




-19-


**ARTICLE
      4**




**BUYER’S
      REPRESENTATIONS AND WARRANTIES**




As
      an
      inducement to Seller to enter into this Agreement, Buyer represents and warrants
      to Seller that:




4.1  Organization .
      Buyer
      is a limited liability company duly formed, validly existing and in good
      standing under the Laws of the State of Delaware.




4.2  Power
      and Authority .
      Buyer
      has full power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder. Any
      third-party approvals or consents which may be required for Buyer to enter
      into
      this Agreement or to consummate the transaction contemplated hereby have been,
      or will prior to Closing, be obtained by Buyer.




4.3  Authorization;
      No Breach .
      The
      execution, delivery and performance of this Agreement has been duly and validly
      authorized by Buyer, and this Agreement constitutes a valid and binding
      obligation of Buyer, enforceable against Buyer in accordance with its terms
      (except as may be limited by bankruptcy, insolvency, reorganization and other
      similar laws and equitable principles relating to or limiting creditors’ rights
      generally). The
      execution, delivery and performance of this Agreement, and the consummation
      of
      the transactions hereunder, will not violate, conflict with, result in a
      breach or constitute a default under Buyer’s Charter Documents, any Law to which
      Buyer is subject or any agreement to which Buyer is a party.




4.4  Reliance .
      Buyer
      has relied solely upon its expertise, experience, due diligence review and
      the
      written representations and warranties contained in this Agreement. Buyer has
      not relied upon any oral representations by Seller, Seller’s agents or
      representatives, or any agents, representatives or employees of the Company
      in
      entering into or executing this Agreement. Buyer further acknowledges that
      no
      Person acting on behalf of Seller is authorized to make, and that no Person
      has
      made, any representation, agreement, statement, warranty, guarantee or promise
      regarding the real property used in the Business or the transaction contemplated
      herein, except as otherwise expressly provided herein. No representation,
      warranty, agreement, statement, guarantee or promise, if any, made by any Person
      acting on behalf of Seller which is not contained in this Agreement will be
      valid or binding on Seller.




4.5  Securities
      Laws .
      Buyer
      acknowledges and is aware of the following:




(a)  No
      federal or state agency has made any finding or determination as to the fairness
      of the purchase of the Membership Interests nor any recommendation or
      endorsement of the Membership Interests;




(b)  Buyer
      is
      purchasing the Membership Interests for long-term investment for its own account
      only and not with a view to, or for resale in, any “distribution” within the
      meaning of the Securities Act of 1933, as amended (the “Act”); and




(c)  The
      purchase and sale of the Membership Interests is being made in reliance upon
      exemptions from the registration requirements of the Act and any and all
      applicable state securities laws. Because the Membership Interests have not
      been
      registered, Buyer understands and agrees that the Membership Interests cannot
      be
      sold by it until registered under the Act and applicable State securities law
      unless an exemption from such registration is available and that a legend
      reflecting this fact will be placed on all certificates representing the
      Membership Interests.




-20-


4.6  Brokerage .
      No
      agent, broker, finder, or investment or commercial banker engaged by or on
      behalf of Buyer is or will be entitled to any brokerage commission, finders’
fees or similar compensation from Seller as a result of this Agreement or any
      of
      the transactions contemplated herein.




4.7  Litigation .
      There
      is no action, suit, proceeding, judgment or order pending or, to the best of
      Buyer’s knowledge, threatened against or affecting Buyer before any federal,
      state, municipal or other governmental court or agency which would have a
      material adverse effect on Buyer’s performance under this Agreement or the
      consummation of the transactions contemplated hereby.




**ARTICLE
      5**




**PRE-CLOSING
      COVENANTS**




5.1  Affirmative
      Covenants .
      Prior
      to the Closing, Seller shall, or shall cause the Company to, as
      applicable:




(a)  use
      commercially reasonable efforts to obtain all consents and approvals from any
      parties that may be necessary or reasonably requested by Buyer to consummate
      the
      transactions contemplated by this Agreement, including without limitation the
      consent of ExxonMobil Oil Corporation to the assignment of (i) that certain
      Aviation Dealer Products Sales Agreement, dated February 6, 2004, between
      ExxonMobil Oil Corporation and Rifton Management LLC, and (ii) that certain
      Aviation Product Buyback Agreement, dated August 2, 2004, by and between
      ExxonMobil Oil Corporation and Rifton Management LLC, in each case from Rifton
      Management LLC to the Company;




(b)  conduct
      the Business only in the usual and ordinary course of business and consistent
      with past practices, including, without limitation, consistent with past
      practices in respect of managing working capital (including billing and
      collection of receivables and payment of payables);




(c)  use
      commercially reasonable efforts to keep in full force and effect the Company’s
      existence and all rights, franchises, Permits and Intellectual Property rights
      relating to or pertaining to the Business;




(d)  use
      commercially reasonable efforts to retain the Company’s employees and preserve
      the Company’s present business relationships;




(e)  maintain
      the Personal Property in customary repair, order and condition and in the event
      of any casualty, loss or damage to any of the Personal Property prior to
      Closing, either repair or replace such assets with assets of comparable quality
      or transfer to Buyer at Closing the proceeds of any insurance recovery with
      respect thereto;




-21-


(f)  maintain
      the Company’s books, accounts and records in accordance with past custom and
      practice as applied by Seller and the Company, on a consistent basis;




(g)  maintain
      all Insurance Policies; and




(h)  not
      be in
      material default under any Material Contract, Lease or Permit, or cure any
      such
      material default within the applicable cure period.




5.2  Notification
      of Certain Events . Seller
      shall promptly give Buyer written notice of the existence or occurrence of
      any
      condition which would make any representation or warranty made by Seller
      contained herein untrue as of the date of this Agreement or any subsequent
      date
      as if made on and as of such subsequent date (except for those representations
      and warranties which address matters only as of a particular date) or which
      might reasonably be expected to prevent the consummation of the transactions
      contemplated hereby. No notification made pursuant to this Section 5.2 shall be
      deemed to cure any breach of any representation or warranty, nor shall any
      such
      notification be considered to constitute or give rise to a waiver by Buyer
      of
      any condition set forth in this Agreement.




5.3  Access .
      Prior
      to Closing, Seller will (a) during ordinary business hours and in a
      commercially reasonable manner, permit Buyer and its authorized representatives
      to have access to the Facility and the Company’s books, records and key
      personnel, (b) furnish, as soon as reasonably practicable, to Buyer or its
      authorized representatives such other information in Seller’s possession with
      respect to the Company as Buyer may from time to time reasonably request, and
      (c) otherwise reasonably cooperate in the examination of the Company by
      Buyer.




5.4  Negative
      Covenants .
      From
      the Effective Date to the Closing Date, Seller shall not permit the Company
      to,
      and Seller shall not, with respect to the Company, without the prior written
      consent of Buyer, which consent shall not be unreasonably withheld or
      delayed:




(a)  transfer
      or sell any assets that are material, individually or in the aggregate, outside
      the ordinary course of business consistent with past practices;




(b)  assume,
      guarantee, endorse or otherwise become liable or responsible for any
      indebtedness of any other Person;




(c)  incur
      or
      agree to incur any obligation or liability, or make any capital expenditures
      or
      commitments with respect thereto, in each case that are material, individually
      or in the aggregate, except those obligations, liabilities and capital
      expenditures set forth on **Schedule
      5.4(c)** ;




(d)  defer
      any
      capital expenditure or capital improvements that is reasonably required for
      the
      operation of the Business;




(e)  make
      any
      loans, or investments in, any other Person;




(f)  pledge
      or
      otherwise mortgage any assets or allow any Encumbrance thereupon, in each case
      that are material individually or in the aggregate;




-22-


(g)  terminate,
      amend or fail to renew any Permits;




(h)  terminate,
      amend or fail to renew any Insurance Policies;




(i)  amend,
      modify or terminate any Material Contract, in any case that is adverse in any
      material respect to the Company;




(j)  except
      as
      set forth on **Schedule
      5.4(j),** increase
      the compensation, benefits or other remuneration of any current officers or
      key
      employees, or enter into any employment or consulting contract or arrangement
      with any person which is not terminable at will, without penalty or continuing
      obligation;




(k)  adopt
      a
      plan of complete or partial liquidation, dissolution, merger, consolidation,
      restructuring, recapitalization or other reorganization of the Company;




(l)  alter
      through merger, liquidation, reorganization, restructuring or any other fashion
      the ownership of the Membership Interests by Seller;




(m)  except
      as
      set forth in **Schedule 5.4(m)** ,
      make,
      change or revoke any Tax election or make any agreement or settlement with
      any
      taxing authority, enter
      into any closing agreement, settle any Tax claim or assessment relating to
      the
      Company, consent to any extension or waiver of the limitation period applicable
      to any Tax claim or assessment, or take any other similar action relating to
      the
      filing of any Tax Return ;




(n)  except
      as
      expressly contemplated in this Agreement, take any action or permit to occur
      any
      event described in Section 3.7 ;




(o)  take
      any
      action or omit to take any action which will result in a violation of any
      applicable Law or cause a breach of any Material Contract, Lease, Permit or
      representation or warranty set forth in Article
      3 ;




(p)  bill
      for
      goods or services, or take any action to collect any accounts receivable, or
      run
      down inventory, in any case outside the ordinary course of business or
      inconsistent with past practices, or defer payment of any accounts payable
      for
      more than thirty (30) days after receipt of any invoice with respect thereto;
      or




(q)  enter
      into any agreement, or otherwise commit, to do any of the
      foregoing.




5.5  No
      Shop .
      From
      the Effective Date through the Closing, Seller shall not sell or otherwise
      transfer any of the Membership Interests to any other Person, and neither Seller
      nor the Company, or any of their Affiliates, officers, manager, employees,
      representatives or agents, shall, directly or indirectly, solicit, initiate
      or
      participate in any way in discussions or negotiations with, or provide any
      information or assistance to, any Person or group of Persons (other than Buyer
      and its Affiliates) concerning any acquisition of an equity interest in, or
      in a
      merger, consolidation, liquidation, dissolution, disposition of assets (other
      than in the ordinary course of business and as specifically permitted pursuant
      to this Agreement) of Company, or any disposition of any of the Membership
      Interests (other than pursuant to the transactions contemplated by this
      Agreement), or assist or participate in, facilitate or encourage any effort
      or
      attempt by any other Person to do or seek to do any of the foregoing .




-23-


5.6  HSR
      Filings . Buyer
      and Seller will, as promptly as practicable following the execution and delivery
      of this Agreement, file with the Federal Trade Commission and the Department
      of
      Justice the notification and report forms, if any, required for the transactions
      contemplated hereby pursuant to the HSR Act. Any such notification and report
      forms will be in substantial compliance with the requirements of the HSR Act.
      Each Party shall furnish to the other Party such necessary information and
      reasonable assistance as the other may request in connection with its
      preparation of any filing or submission which is necessary under the HSR Act.
      Each Party shall keep the other apprised of the status of any communications
      with, and inquiries or requests for additional information from, the Federal
      Trade Commission and Department of Justice. Buyer shall pay the filing fees
      applicable to filings required by the HSR Act in connection with the
      transactions contemplated by this Agreement.




5.7  Benefit
      Plans .
      Upon
      Buyer’s request, Seller shall cause the Company to take action prior to the
      Closing Date to terminate the Benefit Plans that it sponsors and to withdraw
      Company Employees from participation in any Benefit Plans that it does not
      sponsor.




5.8  Employees .




(a)  Seller
      shall cause AAC or the Company to provide Buyer’s representatives with
      reasonable access to Company Employees and books and records relating thereto
      for the purpose of interviewing such individuals for prospective employment
      with
      the Company, Buyer or a Buyer Affiliate after the Closing.




(b)  Prior
      to
      Closing, Buyer shall, or shall cause one or more of its Affiliates
      (collectively, the “ **New
      Employer** ”)
      to:




(i)  make
      offers to such Company Employees that it desires to hire at the Closing, with
      compensation and benefits (including Group Health Plan coverage) on the same
      basis as such benefits are provided to comparable employees of Buyer and its
      Affiliates (the “ **Offerees** ”);
      and




(ii)  permit
      such Offerees that accept such offers of employment as of the Closing (the
      “ **Hired
      Employees** ”)
      to
      elect to transfer their accumulated and unused vacation and other paid time
      off
      to the books of a New Employer, or, in the event that a Hired Employee fails
      to
      elect to cause such transfer, cause the Company to reimburse AAC for the payment
      by AAC to the Hired Employees of such accumulated and unused vacation and other
      paid time off; provided ,
      that
      the Closing Net Working Capital shall be adjusted to reflect the assumption
      of
      such liabilities by the New Employer or the obligation to pay AAC.




(c)  Seller
      shall cause the management of the Company and AAC to use good faith efforts
      to
      persuade all Offerees to accept offers from a New Employer as soon as
      practicable before the Closing.




-24-


**ARTICLE
      6**




**CLOSING
      CONDITIONS - BUYER**




6.1  Conditions
      to Closing .
      The
      obligation of Buyer to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction of the following conditions on or
      before the Closing Date:




(a)  The
      representations and warranties set forth in Article
      3 and the
      information set forth in the schedules to this Agreement shall have been true
      and correct in all material respects as of the effective date of this Agreement
      and shall be true and correct in all material respects as of the Closing Date
      as
      though made on the Closing Date, except for those representations and warranties
      which address matters only as of a particular date, which shall continue to
      be
      true and correct in all material respects as of that particular date, and Seller
      shall have delivered to Buyer a certificate to that effect;




(b)  Seller
      and the Company shall have performed or complied with all of the covenants
      and
      agreements required under this Agreement, and Seller shall have delivered to
      Buyer a certificate to that effect;




(c)  No
      order
      of any court or administrative agency shall be in effect which restrains or
      prohibits the transactions contemplated hereby, and there shall not have been
      threatened, nor shall there be pending, any action or proceeding by or before
      any court or governmental agency or other regulatory or administrative agency
      or
      commission: (i) challenging any of the transactions contemplated by this
      Agreement or seeking monetary relief by reason of the consummation of such
      transactions; (ii) by any present or former owner of any equity interest in
      the Company (whether through a derivative action or otherwise) against Seller,
      the Company or any officer, manager or member of the Company; or
      (iii) which could reasonably be expected to have a material adverse effect
      on the business or condition (financial or otherwise) of the
      Company;




(d)  Seller
      shall have executed and delivered to Buyer original or facsimile counterparts
      of
      each Transaction Document to which it is a party, and the Escrow Agent shall
      have executed and delivered to Buyer original or facsimile counterparts to
      the
      Escrow Agreement, in each case in accordance with the provision in Section
      8.1 permitting the use of facsimile copies;




(e)  Any
      and
      all governmental approvals and all consents by third parties that are required
      for the transfer of the Membership Interests and the consummation of the
      transactions contemplated hereby, shall have been obtained and no such approval
      or consent shall have been conditioned upon the modification in any material
      respect, cancellation or termination of any Material Contract, Lease or Permit
      or shall impose on Buyer or the Company any material condition, provision,
      requirement or additional cost not presently imposed upon Seller or the Company
      or any condition that would be materially more restrictive after the Closing
      than the conditions presently imposed on Seller or the Company, as the case
      may
      be;




-25-


(f)  Buyer
      shall have received reasonable confirmation from Seller (including payoff
      letters from each of the Company’s lenders) that all Funded Indebtedness has
      been, or will be in connection with the Closing, satisfied in full and of the
      absence of any and all Encumbrances affecting the Company, the Facility or
      Business, including without limitation, the written acknowledgment and agreement
      by the holder of the Rifton Note to the assumption by AAC of the Company’s
      obligations, and the substitution of AAC as primary obligor, under the Rifton
      Note;




(g)  All
      necessary filings pursuant to the HSR Act shall have been made and all
      applicable waiting periods thereunder shall have expired or been terminated;




(h)  Seller
      shall have delivered to Buyer the Audited Statements and the Interim Unaudited
      Statements, and there shall be no material differences between the Audited
      Statements and the Unaudited 2005 Statements;




(i)  Seller
      shall have delivered an opinion of counsel, dated as of the Closing Date and
      addressed to Buyer, substantially in the form set forth as **Exhibit
      “E”** ;




(j)  Seller
      shall have delivered to Buyer a tax certificate complying with Treas. Reg.
      1.1445-2(b)(2) stating that Seller is not a “foreign person” within the meaning
      of Section 1445 of the Code;




(k)  Buyer
      shall have received a good standing certificate and copies of the Charter
      Documents of the Company from Seller, in each case dated as of a date not more
      than thirty (30) days prior to the Closing Date, and the original minute books
      of the Company which shall contain complete and accurate records of all material
      actions by the Company and its members and managers;




(l)  Buyer
      shall have received an estoppel letter from the authority with jurisdiction
      over
      the Facility, addressed to Macquarie Infrastructure Company, Inc., and its
      subsidiaries and their lenders, consenting to the transactions contemplated
      hereby and confirming (i) a true, correct and complete copy of the Ground Lease
      (which shall be attached to the estoppel letter), (ii) the term of the Ground
      Lease, (iii) that no breach or default exists under the Ground Lease, and no
      amounts are past due thereunder, (iv) that the authority has not repudiated
      the
      Ground Lease and (v) that the Ground Lease is in full force and effect; provided , that ,
      Seller
      and the Company shall have used commercially reasonable efforts to obtain,
      in
      addition, confirmation from the authority that (x) no additional capital
      expenditures are required under the Ground Lease and (y) no subsidence has
      occurred at the Facility or the runways or aprons appurtenant
      thereto;




(m)  Buyer
      shall have received such information and certifications from Seller, the Company
      and the Company’s accountants to enable Buyer and its Affiliates to prepare any
      and all disclosure material as may be required by applicable federal securities
      Laws and regulations promulgated by the Securities and Exchange Commission
      pursuant thereto (including financial statements and related notes in
      compliance with federal securities Laws), including consents of the Company’s
      accountants to the inclusion of such financial statements in appropriate filings
      with the Securities and Exchange Commission;




-26-


(n)  The
      transactions contemplated by the Santa Monica Purchase Agreement shall have
      been
      consummated;




(o)  Buyer
      shall have received a release and waiver from Seller, in the form of **Exhibit
      “F”;**




(p)  Buyer
      shall have received written resignations from each of the officers and directors
      listed on **Schedule
      3.1(ii)** ,
      which
      resignations shall be effective as of the Closing Date;




(q)  A
      sufficient number of Company Employees to operate and conduct the Facility
      and
      the Business as operated and conducted as of the Effective Date shall have
      accepted employment with the Company, Buyer or a Buyer Affiliate on or prior
      to
      the Closing;




(r)  The
      Company shall have terminated any and all management agreements entered into
      by
      and between the Company and AAC; **** and




(s)  there
      shall not have been any material adverse change with respect to the Facility
      or
      the Business since June 30, 2006.




6.2  Waiver
      of Conditions . Any
      conditions specified in Section
      6.1 may be
      waived by Buyer in writing.




**ARTICLE
      7**




**CLOSING
      CONDITIONS - SELLER**




7.1  Conditions
      to Closing .
      The
      obligation of Seller to consummate the transactions contemplated by this
      Agreement is subject to the satisfaction of the following conditions on or
      before the Closing Date:




(a)  Buyer
      shall have delivered the Closing Funds, as adjusted pursuant to Section
      2.2(a) ,
      to
      Seller or, at Seller’s direction, to any third parties in satisfaction of Funded
      Indebtedness, and the Escrow Funds to the Escrow Agent, in each case in
      accordance with the terms of this Agreement;




(b)  The
      representations and warranties set forth in Article
      4 shall
      have been true and correct in all material respects as of the effective date
      of
      this Agreement and shall be true and correct in all material respects as of
      the
      Closing Date as though made on the Closing Date, except for those
      representations and warranties which address matters only as of a particular
      date, which shall continue to be true and correct in all material respects
      as of
      that particular date, and Buyer shall have delivered to Seller a certificate
      to
      that effect;




-27-


(c)  Buyer
      shall have performed or complied with all of the covenants and agreements
      required under this Agreement, and Buyer shall have delivered to Seller a
      certificate to that effect;




(d)  Buyer
      shall have received no notice of legal action or proceeding which shall have
      been instituted or overtly threatened by any governmental agency seeking to
      restrain, prohibit, invalidate or otherwise affect the consummation of the
      transactions contemplated by this Agreement;




(e)  Buyer
      shall have executed and delivered to Seller original or facsimile counterparts
      of each Transaction Document to which it is a party and the Escrow Agent shall
      have executed and delivered to Seller original or facsimile counterparts to
      the
      Escrow Agreement, in each case in accordance with the provision in Section
      8.1 permitting the use of facsimile copies;




(f)  Seller
      shall have received a good standing certificate and a copy of the Charter
      Documents and resolutions of the managing member (or other authorizing actions
      or instruments) of Buyer authorizing the execution, delivery and performance
      by
      Buyer of this Agreement and the transactions contemplated by this Agreement,
      and
      an incumbency certificate evidencing the authority and specimen signature of
      each manager or officer of Buyer executing this Agreement and any other
      certificate provided pursuant to this Section
      7.1 ,
      each in
      form and substance reasonably satisfactory to Seller and certified by the
      secretary or an assistant secretary of Buyer (or another responsible officer
      of
      Buyer) as of the Closing Date. Such certification shall state that such Charter
      Documents and resolutions (or other authorizing actions or instruments) have
      not
      been amended, modified, revoked or rescinded and are in full force and effect
      on
      and as of the Closing Date and that all proceedings required to be taken on
      the
      part of Buyer in connection with the transactions contemplated by this Agreement
      have been duly authorized and taken;




(g)  All
      necessary filings pursuant to the HSR Act shall have been made and all
      applicable waiting periods thereunder shall have expired or been terminated;




(h)  Seller
      shall have received the release of AAC by SWF Airport Acquisition, Inc.
      ( **“SWFAA”** )
      of any
      and all obligations of AAC to SWFAA under the Assignment, Extension and
      Modification Agreement (the **“AEM
      Agreement”** )
      dated
      April 25, 2005 among SWFAA, AAC and the Company ,
      and
      under the Hangar 112 Lease, the Hangar 118 Lease, the FBO Agreement and the
      Commercial Operating Permit, each as defined in the AEM Agreement whether
      such obligations arose or arise prior to or after the Closing. Buyer shall
      use
      commercially reasonable efforts to assist Seller in obtaining such
      release;




(i)  Seller
      shall have received the release of AAC by Rifton Management, LLC ( **“Rifton”** )
      of any
      and all obligations of AAC to Rifton under the Asset Purchase Agreement dated
      January 12, 2005 between AAC and Rifton (the “ **Rifton
      Agreement** ”).
      The
      Company shall use commercially reasonable efforts, including without limitation,
      its guarantee of the obligations of AAC under the Rifton Agreement, to obtain
      such release;




-28-


(j)  Buyer
      (i)
      shall have received acceptable results of a final Phase I Environmental Site
      Assessment prepared in accordance with the ASTM E 1527-05 Standard for the
      property leased by the Company (the “ **Southwest
      Quadrant Fuel Farm** ”)
      pursuant to that certain Southwest Fuel Farm Lease Agreement, dated May 1,
      2006
      (the “ **Southwest
      Fuel Farm Lease Agreement** ”),
      and
      (ii) shall have the right to conduct, and/or Seller shall have commenced, the
      soil investigation specified in Section 3.3 of the Southwest Fuel Farm Lease
      Agreement in a timely manner and in scope reasonably acceptable to Buyer;
      and




(k)  Seller
      shall have received a release and waiver from the Company which is in the form
      of **Exhibit “G.”**




7.2  Waiver
      of Conditions. Any
      condition specified in Section
      7.1 may be
      waived by Seller in writing.




**ARTICLE
      8**




**CLOSING
      MATTERS**




8.1  The
      Closing .
      The
      closing of the transactions contemplated in this Agreement (the “ **Closing** ”)
      will
      take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1650 Tysons
      Blvd., Suite 1400, McLean, Virginia, at 10:00 a.m. (local time), or at such
      other place as Buyer and Seller may mutually agree, on a Business Day selected
      by Buyer and Seller that is no sooner than three (3) days and no later than
      five
      (5) days after the day on which the last of the conditions to Closing set forth
      in Section
      6.1 and Section
      7.1 (other
      than those conditions which are only capable of being satisfied contemporaneous
      with the Closing) have been satisfied or waived (the “ **Closing
      Date** ”).
      The
      Parties agree that signature pages of documents required to be delivered at
      the
      Closing may be delivered by facsimile, provided that originally executed
      documents are sent via overnight courier immediately thereafter. The
      Closing will be effective as of 11:59 p.m. on the Closing Date (the
“ **Effective
      Time** ”).




8.2  Action
      to Be Taken at the Closing .
      The
      sale and delivery of the Membership Interests and the payment of the Purchase
      Price shall take place at the Closing.




8.3  Closing
      Documents .




(a)  Seller
      shall deliver to Buyer at the Closing the following items and documents
      (collectively, the “ **Transaction
      Documents** ”),
      duly
      executed by Seller where necessary to make them effective:




(i)  Assignment
      of Limited Liability Company Membership Interests in the form attached hereto
      as **Exhibit
      “B”** ;




(ii)  a
      certificate dated the Closing Date, to the effect that the conditions set forth
      in Sections
      6.1(a) and (b) have
      been satisfied;




(iii)  a
      release
      and waiver in the form attached hereto as **Exhibit
      “F”** ;




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(iv)  the
      Escrow Agreement in the form attached hereto as **Exhibit
      “C”** ;
      and




(v)  such
      other documents or instruments as Buyer reasonably may request to effect the
      transactions contemplated hereby.




(b)  Buyer
      shall deliver to Seller at the Closing the following items and documents, duly
      executed by Buyer where necessary to make them effective:




(i)  Assignment
      of Limited Liability Company Membership Interests in the form attached hereto
      as **Exhibit
      “B”** ;




(ii)  a
      certificate dated the Closing Date, signed on its behalf by an authorized
      officer, to the effect that the conditions set forth in Sections
      7.1(b) and (c) have
      been satisfied;




(iii)  a
      certificate dated the Closing Date, signed on its behalf by an authorized
      officer, in accordance with Section
      7.1(f) ;




(iv)  the
      Escrow Agreement in the form attached hereto as **Exhibit
      “C”** ;
      and




(v)  such
      instruments of assumption, including without limitation an assumption of the
      obligations of AAC under the AEM Agreement and the agreements referred to
      therein, and other documents or instruments as Seller reasonably may request
      to
      effect the transaction contemplated hereby.




(c)  The
      Company shall deliver to the Seller at Closing a release and waiver in the
      form
      attached hereto as **Exhibit “G.”**




**ARTICLE
      9**




**INDEMNIFICATION**




9.1  Indemnification
      by Seller .
      Subject
      to the limitations set forth in this Article
      9 ,
      Seller
      agrees to indemnify Buyer and the Company, and their respective stockholders,
      officers, directors, employees, Affiliates and agents, and their successors
      and
      assigns (collectively, the “ **Buyer
      Indemnified Parties** ”)
      and
      hold them harmless against any Losses which any of the Buyer Indemnified Parties
      may suffer, sustain or become subject to as a result of or arising
      from:




(a)  any
      inaccuracy in or breach of any of the representations or warranties of Seller
      contained in this Agreement or in any exhibits, schedules, certificates or
      other
      documents delivered or to be delivered pursuant to the terms of this Agreement
      or otherwise incorporated in this Agreement;




(b)  any
      breach of, or failure to perform, any agreement or covenant of Seller contained
      in this Agreement, including without limitation delivery of the estoppel letter
      referenced in Section
      6.1(l) ;




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(c)  Taxes
      as
      described in Section
      11.5 ;




(d)  any
      liabilities arising out of or relating to any Benefit Plan and any other
      liability of any ERISA Affiliate asserted against a Buyer Indemnified Party;




(e)  the
      obligations described in Section 11.12; and/or




(f)  the
      matters identified by an asterisk (*) set forth on **Schedules
      3.4(a), 3.4(b), 3.7, 3.11** , **3.13(f)
      and 3.16(f)(ii)** .




9.2  Indemnification
      by Buyer .
      Subject
      to the limitations set forth in this Article
      9 ,
      Buyer
      agrees to indemnify Seller and his Affiliates and agents (collectively, the
      “ **Seller
      Indemnified Parties** ”),
      and
      hold them harmless against any Losses which any of the Seller Indemnified
      Parties may suffer, sustain or become subject to as a result of or arising
      from:




(a)  any
      inaccuracy in or breach of any of the representations or warranties of Buyer
      contained in this Agreement;




(b)  any
      breach of, or failure to perform, any agreement or covenant of Buyer contained
      in this Agreement; or




(c)  the
      operations of the Business subsequent to Closing .




9.3  Method
      of Asserting Claims .


(a)  In
      the
      event that any of the Indemnified Parties is made a defendant in or party to
      any
      Claim, the Indemnified Party shall give the Indemnifying Party written notice
      thereof within thirty (30) days of its knowledge of the same. The failure to
      give such notice timely shall not affect any Indemnified Party’s right to
      indemnification unless (and then only to the extent that) such failure or delay
      has materially and adversely affected the Indemnifying Party’s ability to defend
      successfully a Claim. The Indemnifying Party shall be entitled to contest and
      defend such Claim provided it diligently contests and defends such Claim. Notice
      of the intention so to contest and defend shall be given by the Indemnifying
      Party to the Indemnified Party within fifteen (15) Business Days after the
      Indemnified Party’s notice of such Claim (but, in all events, at least five (5)
      Business Days prior to the date that an answer to such Claim is due to be filed
      taking into account any extensions to file a responsive pleading obtained by
      either Party). Such contest and defense shall be conducted by reputable
      attorneys employed by the Indemnifying Party at its sole cost and expense.
      The
      Indemnified Party shall be entitled at any time, at its own cost and expense
      (which expense shall not constitute a Loss), to participate in such contest
      and
      defense and to be represented by attorneys of its or their own choosing;
      provided, however, that if the Indemnifying Party does not or ceases to conduct
      the defense of such Claim actively and diligently, (i) the Indemnified Party
      may
      defend against, and, with the prior written consent of the Indemnifying Party
      (which consent will not be unreasonably withheld, conditioned or delayed),
      consent to the entry of any judgment or enter into any settlement with respect
      to, such Claim, (ii) the Indemnifying Party will reimburse the Indemnified
      Party promptly and periodically for the costs of defending against such Claim,
      including reasonable attorneys’ fees and expenses and (iii) the Indemnifying
      Party will remain responsible for any Losses the Indemnified Party may suffer
      as
      a result of such Claim to the full extent provided in this Agreement. If the
      Indemnified Party elects to participate in such defense, the Indemnified Party
      shall reasonably cooperate with the Indemnifying Party in the conduct of such
      defense. Neither the Indemnified Party nor the Indemnifying Party may concede,
      settle or compromise any Claim without the consent of the other Party, which
      consent shall not be unreasonably withheld, conditioned or delayed, if pursuant
      to or as a result of such concession, settlement or compromise, (i) injunctive
      relief or specific performance would be imposed against the Indemnified Party,
      (ii) such concession, settlement or compromise would lead to liability or create
      any financial or other obligation on the part of the Indemnified Party for
      which
      the Indemnified Party is not entitled to indemnification hereunder, or (iii)
      such concession, settlement or compromise will not result in a full release
      of
      the Indemnified Party with respect to such Claim. Notwithstanding the foregoing,
      in the event the Indemnifying Party fails or is not entitled to contest and
      defend a Claim, the Indemnified Party shall be entitled to contest, defend
      and
      settle such Claim in such manner and on such terms as the Indemnified Party
      may
      deem appropriate and the Indemnified Party shall be entitled to recover from
      the
      Indemnifying Party the amount of any settlement or judgment and, on an ongoing
      basis, all costs and expenses of the Indemnified Party with respect thereto,
      including interest from the date such costs and expenses were incurred. If
      at
      any time, in the reasonable opinion of the Indemnified Party, notice of which
      shall be given in writing to the Indemnifying Party, any Claim seeks relief
      which could have a material adverse effect on any Indemnified Party, the
      Indemnified Party shall have the right to control or assume (as the case may
      be)
      the defense of any such Claim and the amount of any judgment or settlement
      and
      the reasonable costs and expenses of defense shall be included as part of the
      indemnification obligations of the Indemnifying Party hereunder. If the
      Indemnified Party should elect to exercise such right, the Indemnifying Party
      shall have the right to participate in, but not control, the defense of such
      Claim at the sole cost and expense of the Indemnifying Party.




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(b)  In
      the
      event any Indemnified Party should have a claim against any Indemnifying Party
      that does not involve a Claim, the Indemnified Party shall deliver a notice
      of
      such claim within ninety (90) days of its knowledge of such claim to the
      Indemnifying Party; provided, that, the failure to give such notice timely
      shall
      not affect any Indemnified Party’s right to indemnification unless (and then
      only to the extent that) such failure or delay materially and adversely affects
      the Indemnifying Party’s rights. Included in such written notice will be a
      statement of the amount of the Loss, a brief explanation of the Loss, and
      instructions for payment by certified or bank cashier’s check or by wire
      transfer of immediately available funds. If the Indemnifying Party notifies
      the
      Indemnified Party that it does not dispute the claim described in such notice,
      the Loss in the amount specified in the Indemnified Party’s notice shall be
      deemed a liability of the Indemnifying Party and the Indemnifying Party shall
      pay the amount of such Loss to the Indemnified Party on demand.


9.4  Limits
      on Indemnification .




(a)  With
      respect to any claims arising under Section
      9.1 or Section
      9.2 ,
      an
      Indemnified Party shall not be entitled to indemnification until the aggregate
      Losses suffered by the Indemnified Parties exceed Two Hundred Fifty Thousand
      Dollars ($250,000) (the “ **Threshold** ”),
      whereupon the Indemnifying Party shall be liable to indemnify the Indemnified
      Party under this Article
      9 for all
      Losses incurred in excess of the Threshold; provided , however ,
      that
      such Threshold shall not apply to any claims arising under Section
      9.1(a) that are
      a result of a breach by Seller of any of its representations in Sections
      3.3, 3.4(b), 3.5 and 3.9 ,
      or Sections
      9.1(b), (c) or (f) ,
      or
      based on fraud, willful misconduct or intentional misrepresentation. No Party
      shall be entitled to recovery under this Article
      9 for any
      amounts that are paid by insurance.




(b)  The
      maximum aggregate liability of Seller to indemnify the Buyer Indemnified Parties
      under this Article
      9 shall be
      thirty percent (30%) of the Purchase Price (the **“Cap”** ); provided , however ,
      that,
      the Cap shall not apply to, and Seller’s maximum aggregate liability to
      indemnify the Buyer Indemnified Parties under this Article
      9 shall be
      an amount equal to the Purchase Price, as adjusted pursuant to Section
      2.2 ,
      with
      respect to any claims arising under Section
      9.1(a) that are
      a result of a breach by Seller of any representations in Sections
      3.4(b) or 3.5 ,
      any
      claims arising under Section
      9.1(f) and any
      claims based on fraud, willful misconduct or intentional
      misrepresentation.




9.5  Survival .




(a)  The
      right
      of an Indemnified Party to initiate any action for breach of any representation,
      warranty, covenant or obligation contained in this Agreement and to demand
      and
      receive any indemnification in respect thereof or otherwise pursuant to this Article
      9 shall
      survive the Closing and terminate and expire eighteen (18) months after the
      Closing Date (the “ **Expiration
      Date** ”),
      except as provided in Section
      9.5(b) .
      If a
      claim for indemnification is made in good faith by an aggrieved Party against
      the other Party and notice of such claim is provided to such other Party in
      writing prior to the Expiration Date (which notice shall describe in reasonable
      detail the basis of such claim), the rights of the aggrieved Party under this Article
      9 shall
      survive the Expiration Date with respect to such claim until such claim has
      been
      finally resolved. If a Party fails to provide written notice to the other Party
      of an alleged breach of any representation, warranty, covenant or obligation
      contained in this Agreement prior to the Expiration Date, the facts and
      circumstances on which such alleged breach is founded shall be deemed for all
      purposes not to be a breach or a proper basis for any claim whatsoever with
      respect to such representation, warranty, covenant or obligation.




(b)  Notwithstanding
      the terms of Section
      9.5(a) ,
      any
      claims based on fraud, willful misconduct or intentional misrepresentation
      or
      the following provisions shall not terminate and expire on but shall survive
      the
      Expiration Date until fifteen (15) days after the expiration of the longest
      relevant federal or state statute of limitations period with respect to such
      claims, or three (3) years after the Closing Date, whichever is longer: Sections
      3.3, 3.5, 3.9, 3.13, 3.16, 9.1(f), 11.5, and 11.9 .




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9.6  Tax
      Treatment of Indemnification Payments. Unless
      otherwise required by applicable Law, all indemnification payments shall
      constitute adjustments to the Purchase Price for all Tax purposes, and no Party
      shall take any position inconsistent with such characterization.




**ARTICLE
      10**




**TERMINATION**




10.1  Termination .




(a)  This
      Agreement may be terminated at any time prior to the Closing:




(i)  by
      mutual
      written consent of Buyer and Seller;




(ii)  by
      either
      Buyer or Seller if the other Party is in material breach of any representation,
      warranty or covenant set forth in this Agreement and such breach, if capable
      of
      cure, is not cured within ten (10) days after written notice thereof to such
      other Party;




(iii)  by
      Buyer
      if any of the conditions specified in Article
      6 shall
      not have been fulfilled by the time required and shall not have been waived
      by
      Buyer; or




(iv)  by
      Seller
      if any of the conditions specified in Article
      7 shall
      not have been fulfilled by the time required and shall not have been waived
      by
      Seller.




(b)  If
      the
      Closing has not occurred prior to the date that is one hundred eighty (180)
      days
      after the Effective Date, this Agreement may be terminated by any party which
      is
      not in breach of the provisions hereof.




10.2  Effect
      of Termination .
      In the
      event of termination of this Agreement as provided above, this Agreement shall
      forthwith become void, and there shall be no liability on the part of Seller
      or
      Buyer except as otherwise expressly stated herein; provided , however ,
      that if
      this Agreement is terminated and Seller is not in breach hereof, Buyer shall
      reimburse Seller for the cost of any audit performed to satisfy the requirements
      of Section
      3.6(b) ;
      provided, further ,
      that
      this Section
      10.2 shall
      not release (a) any Party from liability resulting from a breach by such
      Party under this Agreement or (b) any Party from its obligations under Article
      9 and Sections
      11.1, 11.2, 11.7, 12.2, 12.3, 12.6 and 12.10 .




**ARTICLE
      11**




**ADDITIONAL
      AGREEMENTS**




11.1  Press
      Release and Announcements .
      No
      press release related to this Agreement or the transaction contemplated hereby,
      or other written announcements to the employees, customers or suppliers of
      the
      Company, shall be issued without the joint approval of Buyer and Seller, except
      in accordance with the Laws, rules, regulations and orders of any governmental
      entity (including applicable federal securities Laws and stock exchange listing
      rules).




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11.2  Confidentiality .
      Buyer
      and Seller acknowledge the continued effectiveness of that certain
      Confidentiality Agreement entered into by and between Macquarie Infrastructure
      Company Inc. and AAC as of April 21, 2006, as may be modified from time to
      time
      by written consent (the “ **Confidentiality
      Agreement** ”). Notwithstanding the foregoing, Seller shall cause AAC to permit Buyer to make
      public disclosures regarding the Business, including its financial condition
      and
      results of operations, in accordance with the Laws, rules, regulations and
      orders of any governmental entity (including applicable federal securities
      Laws
      and stock exchange listing rules).




11.3  Remittances .
      All
      remittances, mail and other communications relating to the Company received
      by
      Seller at any time after the Closing Date shall be immediately turned over
      to
      Buyer.




11.4  Cooperation
      to Obtain Consents .
      From
      the date of this Agreement through the Closing Date, the Parties shall consult
      and cooperate with each other and use commercial best efforts to (a) obtain
      all required governmental and third party consents, (b) make any required
      filings or submissions with governmental authorities, and (c) cause the
      conditions precedent to Closing set forth in Section
      6.1 and Section
      7.1 to be
      satisfied, all as may be necessary for the consummation of the Closing and
      the
      transactions contemplated by this Agreement.




11.5  Tax
      Matters .




(a)  Seller
      shall indemnify and hold the Buyer Indemnified Parties harmless from and against
      any and all Taxes (a) imposed on the Company or its assets or arising in
      connection with or out of the operation of the Company’s Business, in each case
      to the extent such Taxes are attributable to Tax periods or portions thereof
      ending on or before the Closing Date (determined, with respect to Tax periods
      that begin before and end after the Closing Date, in accordance with the
      allocation provisions of Section
      11.5(b) )
      or (b)
      owing by any Person (other than the Company) for which Company may be liable
      by
      law or contract, provided that in either case the indemnified amount should
      be
      reduced by the amount of Taxes that were reserved for on the Closing Balance
      Sheet to the extent that such Taxes were taken into account as a reduction
      to
      the Purchase Price pursuant to Section
      2.2 of this
      Agreement. For purposes of Article
      9 ,
      the
      amount of Taxes subject to the foregoing indemnity shall be considered a Loss
      incurred by a Buyer Indemnified Party and as if such Loss were attributable
      to a
      breach of representation under Section
      3.9 .




(b)  For
      purposes of this Section
      11.5 ,
      Taxes
      incurred with respect to the Business or the Company for any period ending
      on or
      before the Closing Date shall be the responsibility of Seller and such taxes
      for
      any period commencing after the Closing Date shall be the responsibility of
      Buyer, (A) except as provided in (B) and (C) below, to the extent feasible,
      on a
      specific identification basis, according to the date of the event or transaction
      giving rise to the Tax, and (B) except as provided in (C) below, with respect
      to
      periodically assessed ad valorem Taxes and Taxes not otherwise feasibly
      allocable to specific transactions or events, in proportion to the number of
      days in such period occurring before the Closing Date compared to the total
      number of days in such taxable period, and (C) in the case of any Tax based
      upon
      or related to income or receipts, in an amount equal to the Tax which would
      be
      payable if the relevant taxable period ended on the Closing Date. All
      determinations necessary to give effect to the foregoing allocations shall
      be
      made in a manner consistent with prior practices of the Company.




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(c)  After
      the
      Closing, Buyer and Seller shall cooperate fully, as and to the extent reasonably
      requested by the other party, in connection with the preparation of all Tax
      Returns required with respect to the Business or the Company relating to taxable
      periods (or portions thereof) beginning on or before the Closing and shall
      provide or cause to be provided to one another any records and other information
      reasonably requested by the other Party in connection therewith as well as
      reasonable access to the other Party’s accountant. To the extent Taxes are
      payable which have been reserved upon the Closing Balance Sheet which were
      taken
      into account as a reduction to the Purchase Price pursuant to Section 2.2 of this
      Agreement, the Company shall provide the funds up to the amount of such reserve
      to pay any Taxes. To the extent such Taxes exceed any such reserve, Seller
      shall
      provide the funds to pay any such Taxes for which Seller is responsible under
      this Section 11.5 .
      After
      the Closing, Buyer and Seller shall cooperate fully in connection with any
      Tax
      investigation, audit or other proceeding relating to the Business or the Company
      for any taxable periods (or portions thereof) beginning on or before the
      Closing. Any information obtained pursuant to this Section
      11.5(c) or
      pursuant to any other Section hereof providing for the sharing of information
      or
      the review of any Tax Return or other schedule relating to Taxes shall be
      subject to the terms of the Confidentiality Agreement.




(d)  The
      Purchase Price shall be allocated in accordance with the **Allocation
      Statement** annexed
      as **Schedule
      11.5(d)** hereto.
      The Allocation Statement has been prepared in accordance with Section 1060
      of
      the Code and any comparable provisions of state, local or foreign Law, as
      appropriate. Buyer, the Company and Seller will report the allocation of the
      total consideration among the assets of the Company in a manner consistent
      with
      the Allocation Statement and will act in accordance with the Allocation
      Statement in the preparation and timely filing of all Tax Returns (including
      filing Form 8594 with their respective federal income Tax Returns for the
      taxable year that includes the Closing Date and any other forms or statements
      required by the Code, Regulations, the IRS or any applicable state or local
      Tax
      authority). Buyer and Seller agree to promptly provide the other Party with
      any
      reasonable additional information with respect to Buyer or Seller, as the case
      may be, and reasonable assistance required to complete Form 8594 or to compute
      Taxes arising in connection with (or otherwise affected by) the transactions
      contemplated by this Agreement. Each Party will promptly inform the other of
      any
      challenge by any Tax authority to any allocation made pursuant to this Section
      11.5(d) ; provided,  however ,
      that
      Seller shall be fully responsible for conducting and managing any such
      challenge, but agrees to keep Buyer reasonably informed with respect to the
      status of such challenge and covenants not to settle any such challenge without
      Buyer’s prior written consent (which consent will not be unreasonably withheld,
      delayed or conditioned).


11.6  Reporting
      Cooperation .
      Seller
      agrees to provide commercially reasonable assistance to Buyer and its Affiliates
      (at Buyer’s sole cost and expense) to enable Buyer and its Affiliates to prepare
      any and all disclosure material required by applicable federal securities Laws
      and regulations promulgated by the Securities and Exchange Commission pursuant
      thereto (including financial statements and related notes in compliance
      with federal securities Laws), and to enable the Company’s accountants to
      consent to the inclusion of such financial statements in appropriate filings
      with the Securities and Exchange Commission. Seller
      expressly acknowledges that Buyer will be required to prepare audited financial
      statements for the Company and its affiliates that are parties to the Santa
      Monica Purchase Agreement for the period ended December 31, 2004, within
      seventy-five (75) days after Closing, and Seller covenants and agrees to provide
      Buyer with such documents, certifications and/or instruments as Buyer reasonably
      requests in connection therewith, including responses to inquiries from Buyer’s
      auditors regarding the Business and management of the Company.




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11.7  Further
      Assurances .
      Each
      Party agrees to execute and deliver such further documents and instruments
      and
      to take such further actions after the Closing as may be necessary or desirable
      and reasonably requested by the other Party to give effect to the transactions
      contemplated by this Agreement.




11.8  Litigation
      Support . In
      the
      event and for so long as Buyer, the Company or any of their Affiliates actively
      is contesting or defending against any action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, or demand in connection with
      (i) any transaction contemplated under this Agreement or (ii) any
      fact, situation, circumstance, status, condition, activity, practice, plan,
      occurrence, event, incident, action, failure to act, or transaction that existed
      on or prior to the Closing Date involving the Company, Seller will cooperate
      with Buyer, the Company and each of their Affiliates in the contest or defense
      and provide such testimony and access to Seller’s books and records as shall be
      reasonably necessary in connection with the contest or defense, all at the
      sole
      cost and expense of Buyer (unless the contesting or defending party is entitled
      to indemnification therefor under Article
      9 hereof).
      This provision shall be inapplicable to any direct claims between Seller on
      the
      one hand and Buyer, the Company and their Affiliates on the other
      hand.




11.9  Non-Competition .




(a)  To
      induce
      Buyer to enter into this Agreement, Seller agrees that, for a period of
      twenty-four (24) months after the Closing Date, Seller will not, and will cause
      its Affiliates not to, directly or indirectly, through any corporation, limited
      liability company, partnership, association, joint venture or other entity,
      purchase, invest in, fund or otherwise engage in, or assist the establishment
      of, a business which includes fueling rights at Stewart International Airport
      or
      Santa Monica Municipal Airport as principal or agent.




(b)  To
      induce
      Buyer to enter into this Agreement, Seller agrees that, for a period of twenty
      four (24) months after the Closing Date, Seller will not, and will cause its
      Affiliates not to:




(i)  solicit
      business, that is competitive with the Business, from any customer of the
      Company; or




-36-


(ii)  hire
      or
      solicit to perform services (as an employee, consultant or otherwise) any
      persons listed on **Schedule
      3.14(a)(i)** or take
      any actions which are intended to persuade any such person to terminate his
      or
      her association with the Company.




(c)  From
      and
      after the Closing, Seller shall, and shall cause his Affiliates to, keep
      confidential and not disclose to any other Person, other than Seller’s
      accountants, attorneys or financial advisors or to the extent necessary to
      fulfill any legal or existing contractual obligation ( provided , that ,
      any
      such Person to whom information is disclosed is informed of its confidential
      nature and is directed to treat the information confidentially), or use for
      their own benefit or the benefit of any other Person, any information regarding
      the Company, its Affiliates and the material terms of this Agreement (including
      the Purchase Price).




(d)  Seller
      acknowledges and agrees that Buyer would be irreparably damaged in the event
      any
      of the provisions of this Section
      11.9 were not
      performed in accordance with their specific terms or were otherwise breached.
      Accordingly, Seller agrees that, in addition to any other remedy to which Buyer
      may be entitled at law or in equity, Buyer shall be entitled to seek an
      injunction or injunctions to prevent breaches of the provisions of this Section
      11.9 and to
      seek to enforce specifically such provisions.




11.10  Benefit
      Plans .
      Seller
      covenants and agrees to cause AAC to (i) permit Hired Employees to roll over
      any
      loans from the American Airports Corporation 401K Retirement Savings Plan (the
      “ **401(k)
      Plan** ”)
      in-kind to a similar plan maintained by a New Employer or an Affiliate and
      (ii)
      cooperate with Buyer to provide a method for Hired Employees to continue to
      make
      loan repayments to the 401(k) Plan, if required, for a reasonable time after
      the
      Closing Date. Seller shall cause AAC or another ERISA Affiliate to continue
      to
      maintain Group Health Plans and to offer continuation coverage under COBRA
      to
      all M&A qualified beneficiaries (as defined in Treas. Reg. Section
      54.4980B-9, Q&A 4) for the maximum continuation period available under
      COBRA. Seller acknowledges that consummation of the transactions contemplated
      by
      this Agreement will result in a partial termination of the 401(k) Plan, and
      Seller will cause AAC to cause Hired Employees to become one hundred percent
      (100%) vested in the accrued benefits thereunder as of the Closing Date. Seller
      shall cause the Benefit Plans which are Group Health Plans to pay all claims
      incurred on or before the Closing Date and by participating Hired Employees
      or
      their dependents or beneficiaries to the extent such claims would be paid in
      the
      absence of the transactions contemplated by this agreement.




11.11  Use
      of
      Supermarine Name .
      Buyer
      acknowledges and agrees that no rights in the name “Supermarine” are being
      acquired by Buyer or retained by the Company. Promptly following the Closing,
      Buyer shall change the name of the Company from “Supermarine of Stewart, LLC,”
and shall cease using the name “Supermarine” as soon as commercially practicable
      following the Closing, but in any event, if no third party consents are required
      to cease using the name “Supermarine”, no later than thirty (30) days following
      the Closing, but if third party consents are required, and provided that Buyer
      is using commercially reasonable efforts to obtain such third party consents,
      no
      later than one
      (1)
      year following
      the Closing. Buyer shall cooperate with the Sellers and execute such documents
      as the Sellers reasonably request to transfer to the Sellers any and all
      interests in the name “Supermarine.”




-37-


11.12  Property
      Tax Escrow and Promissory Note .
      The
      Company has established an escrow at Chicago Title Insurance Company into which
      it has deposited One Hundred Eighteen Thousand Dollars ($118,000) (the
“ **Rifton
      Escrow Accoun** t”)
      as
      security for property taxes assessed against the Facility by the City of New
      Windsor for the years 2004 and 2005 (the “ **2004-5
      Property Taxes** ”).
      The
      Property Taxes are being contested by the State of New York. In connection
      with
      the establishment of the Rifton Escrow Account, the Company issued to Rifton
      Management LLC a promissory note in the amount of Fifty-Nine Thousand Dollars
      ($59,000) (the “ **Rifton
      Note** ”).
      At
      Closing, the Company will assign to Seller all of its right, title and interest
      in and to the Rifton Escrow Account. Seller will assume the obligation of the
      Company, and be substituted as the primary obligor, under the Rifton Note.
      Seller shall indemnify Company from and against the 2004-5 Property Taxes and
      from and against any obligation with respect to the Rifton Note.




**ARTICLE
      12**




**MISCELLANEOUS**




12.1  Amendment
      and Waiver .
      This
      Agreement may be amended, and any provision of this Agreement may be waived;
      provided that any such amendment or waiver shall be binding on the Party against
      whom the amendment is being asserted only if such amendment or waiver is set
      forth in a writing executed by such Party against whom the amendment is being
      asserted and then only to the specific purpose, extent and instance so provided.




12.2  Notices .
      All
      notices, demands and other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been given when personally delivered, when mailed by certified
      mail, return receipt requested, when sent by facsimile with confirmation of
      receipt received, or when delivered by overnight courier with executed receipt.
      Notices, demands and communications to Seller or Buyer shall, unless another
      address is specified in writing in accordance herewith, be sent to the address
      indicated below:




Notices
      to Seller :




David
      G.
      Price


Chairman
      & CEO


American
      Airports Corporation


2425
      Olympic Blvd.


Suite
      #650 East


Santa
      Monica, CA 90404


Tel:
      (310) 752-0567


Fax:
      (310) 752-0566




with
      a
      copy to:





Bernard
      Shearer, Esq.


Greenberg
      Glusker Fields Claman & Machtinger LLP


1900
      Avenue of the Stars


Suite
      2100


Los
      Angeles, California 90067


Tel:
      (310) 201-7426


Fax:
      (310) 201-2326


-38-





Notices
      to Buyer :




Macquarie
      FBO Holdings LLC




c/o
      Macquarie Infrastructure Company


125
      West
      55 th Street


New
      York,
      New York 10019


Attention:
      Peter Stokes


Tel:
      (212) 231-1000


Fax:
      (212) 231-1717




with
      copies to:




Executive
      Air Support, Inc.


6504
      International Parkway


Suite
      1100


Plano,
      Texas 75093


Attention:
      Louis T. Pepper


Tel:
      (997) 447-4200


Fax:
      (972) 447-4229




and




Pillsbury
      Winthrop Shaw Pittman LLP


1650
      Tysons Blvd., Suite 1400


McLean,
      Virginia 22102


Attention:
      Craig E. Chason, Esq.


David
      J.
      Charles, Esq.


Tel:
      (703) 770-7900


Fax:
      (703) 770-7901





12.3  Assignment .
      This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties and their respective successors and assigns. Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assignable by either Party without the prior written consent of the other
      Party; provided , however ,
      that
      Buyer may, upon written notice to Seller, assign in whole its right, title
      and
      interest under this Agreement to any of its Affiliates; provided , further ,
      that
      such assignment shall not release Buyer from its indemnification and other
      obligations hereunder.




12.4  Captions .
      The
      captions used in this Agreement are for convenience of reference only and do
      not
      constitute a part of this Agreement and shall not be deemed to limit,
      characterize or in any way affect any provision of this Agreement, and all
      provisions of this Agreement shall be enforced and construed as if no caption
      had been used in this Agreement.




-39-




12.5  Complete
      Agreement; Schedules and Exhibits .
      Each
      schedule and exhibit delivered pursuant to the terms of this Agreement shall
      be
      in writing and shall constitute a part of this Agreement, although schedules
      need not be attached to each copy of this Agreement. This Agreement, together
      with such schedules and exhibits, and the documents referred to herein contain
      the complete agreement between the Parties and supersede any prior
      understandings, agreements or representations by or between the Parties, written
      or oral, which may have related to the subject matter hereof in any
      way.




12.6  Governing
      Law .
      The
      Laws of the State of California govern all questions concerning the
      construction, validity and interpretation of this Agreement and the performance
      of the obligations imposed by this Agreement. Each
      Party has been represented by its own counsel in connection with the negotiation
      and preparation of this Agreement and, consequently, each Party hereby waives
      the application of any rule of Law that would otherwise be applicable in
      connection with the interpretation of this Agreement, including but not limited
      to any rule of law to the effect that any provision of this Agreement shall
      be
      interpreted or construed against the party whose counsel drafted that
      provision.




12.7  Counterparts .
      This
      Agreement may be executed by facsimile transmission and in counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.




12.8  Third
      Party Beneficiaries .
      Except
      with respect to any indemnification claim by a Buyer Indemnified Party or Seller
      Indemnified Party, nothing in this Agreement is intended or will be construed
      to
      entitle any Person, other than Buyer and Seller or their respective permitted
      transferees and assigns, to any claim, cause of action, remedy or right of
      any
      kind.




12.9  Severability .
      The
      validity, legality or enforceability of the remainder of this Agreement will
      not
      be affected even if one or more of the provisions of this Agreement will be
      held
      to be invalid, illegal or unenforceable in any respect.




12.10  Expenses .
      Except
      as otherwise expressly set forth in this Agreement, each Party shall, whether
      or
      not the transactions contemplated hereby are consummated, pay all costs and
      expenses incurred by or on behalf of such Party in connection with the
      negotiation, execution and Closing of this Agreement and the transactions
      contemplated hereby and its investigation and evaluation of the Membership
      Interests and the Company. Notwithstanding
      the foregoing, Buyer and Seller agree to share equally the fees and expenses
      of
      the Escrow Agent in connection with the Escrow Agreement and the transactions
      contemplated thereby.




[ *Signatures
      on Next Page* ]




-40-


IN
      WITNESS WHEREOF, each of the Parties has duly executed and delivered this
      Agreement as of the Effective Date.




**SELLER:**




/s/ David
              G. PriceDavid
              G. Price**BUYER:**
            **MACQUARIE FBO HOLDINGS LLC**By:MACQUARIE
              INFRASTRUCTURECOMPANY
                INC. (d/b/a Macquarie Infrastructure Company (USA)),as
                Managing MemberBy:   /s/ Peter StokesName:
                Peter StokesIts:     
                Chief Executive Officer


-41-


EXHIBIT
      “A”




**DEFINITIONS**




A.
            Certain
                Matters of Construction.
                For purposes of this Agreement,
                in addition to the definitions referred to or set forth in this**Exhibit
                “A”**:




1.
            Reference
                to a particular Section of this Agreement will include all its
                subsections.




2.
            The
                words “**Party**”
                and “**Parties**”
                will refer to Seller and Buyer.




3.
            Definitions
                will apply to both the singular and plural forms of the terms defined,
                and
                references to the masculine, feminine or neuter gender will include
                each
                other gender.




4.
            All
                references in this Agreement to any Exhibit or Schedule will, unless
                the
                context otherwise requires, be deemed to be a reference to an Exhibit
                or
                Schedule, as the case may be, to this Agreement, all of which are
                made a
                part of this Agreement.




B.  Definitions.




“ **2004-5
      Property Taxes** ”
is
      defined in Section
      11.12 .




“ **401(k)
      Plan** ”
is
      defined in Section
      11.10 .




“ **AAC** ”
is
      defined in the recitals.




“ **Accounting
      Principles** ”
is
      defined in Section
      2.2(a) .




“ **Actual
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(c) .




“ **Adjustment
      in Favor of Buyer** ”
is
      defined in Section
      2.2(c) .




“ **Adjustment
      in Favor of Seller** ”
is
      defined in Section
      2.2(c) .




“ **AEM
      Agreement** ”
is
      defined in Section
      7.1(h) .




“ **Affiliate** ”
means
      an individual or entity that directly or indirectly, through one or more
      intermediaries, controls, or is controlled by, or is under common control with,
      a specified individual or entity. For purposes of this definition, “control”
shall include, without limitation, the exertion of significant influence over
      an
      individual or entity and shall be conclusively presumed as to any fifty percent
      (50%) or greater equity interest.




“ **Allocation
      Statement** ”
is
      defined in Section
      11.5(d) .




“ **Audited
      Statements** ”
is
      defined in Section
      3.6(b) .




-42-


“ **Benefit
      Plans** ”
is
      defined in Section
      3.13(a) .




“ **Business** ”
is
      defined in the recitals.




“ **Business
      Day** ”
means
      any day other than a Saturday, Sunday, or day on which commercial banks are
      authorized by law to close in New York City.




“ **Buyer** ”
is
      defined in the Preamble.




“ **Buyer
      Indemnified Parties** ”
is
      defined in Section
      9.1 .




“ **Buyer
      Objection Notice** ”
is
      defined in Section
      2.2(d) .




“ **Cap** ”
is
      defined in Section
      9.4(b) .




“ **Charter
      Documents** ”
shall
      mean, as applicable, the specified entity’s (i) certificate or articles of
      incorporation or formation or other charter or organizational documents, and
      (ii) bylaws or operating agreement, each as from time to time in
      effect.




“ **Claim** ”
means
      any action or proceeding instituted by any third party.




“ **Closing** ”
is
      defined in Section
      8.1 .




“ **Closing
      Date** ”
is
      defined in Section
      8.1 .




“ **Closing
      Date Balance Sheet** ”
is
      defined in Section
      2.2(b) .




“ **Closing
      Funds** ”
is
      defined in Section
      2.1 .




“ **Closing
      Net Working Capital** ”
is
      defined in Section
      2.2(b) .




“ **Closing
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(a) .




“ **COBRA** ”
means
      Section 4980B of the Code, Part 6 of Title I of ERISA, similar provisions of
      state law and applicable regulations relating to any of the
      foregoing.




**“Code”** means
      the Internal Revenue Code of 1986, as amended.




“ **Company** ”
is
      defined in the recitals.




“ **Confidentiality
      Agreement** ”
is
      defined in Section
      11.2 .




“ **Contracts
      Schedule** ”
means **Schedule
      3.10** .




“ **Effective
      Date** ”
is
      defined in the Preamble .




“ **Effective
      Time** ”
is
      defined in Section
      8.1 .




“ **Employee
      Pension Benefit Plan** ”
has
      the
      meaning set forth in Section 3(2) of ERISA.




-43-




“ **Employee
      Welfare Benefit Plan** ”
has
      the
      meaning set forth in Section 3(1) of ERISA.




“ **Encumbrance** ”
means
      any mortgage, charge, claim, option, right to acquire, pledge, lien, security
      interest, attachment or other encumbrance, including any agreement to create
      any
      of the foregoing.




“ **Environmental
      Law** ”
means
      all applicable Laws pertaining to the environment, Hazardous Materials,
      pollution or occupational safety and health, and includes without limitation
      the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
      §§ 9601 et. seq. (“ **CERCLA** ”),
      Solid
      Waste Disposal Act, as amended by the Resource Conservation and Recovery Act
      of
      1986 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et
      seq., the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701 et seq. and
      implementing state Laws promulgated thereunder.




“ **Environmental
      Permits** ”
means
      all material permits, approvals, certificates and licenses required under any
      Environmental Law.




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




“ **ERISA
      Affiliate** ”
means
      each Person that is or was required to be treated as a single employer with
      the
      Company under Section 414 of the Code or Section 4001(b)(1) of
      ERISA.




“ **Escrow
      Agent** ”
means
      Wachovia Bank.




“ **Escrow
      Agreement** ”
is
      defined in Section
      2.1 .




“ **Escrow
      Funds** ”
is
      defined in Section
      2.1 .




“ **Estimated
      Net Working Capital Adjustment** ”
is
      defined in Section
      2.2(a) .




“ **Expiration
      Date** ”
is
      defined in Section
      9.5 .




“ **Facility** ”
is
      defined in the recitals.




“ **Final
      Payment** ”
is
      defined in Section
      2.2(f) .




“ **Financial
      Statements** ”
is
      defined in Section
      3.6(b) .




“ **Funded
      Indebtedness** ”
means
      (i) all indebtedness for money borrowed (whether in the form of direct
      loans or capital leases) and purchase money indebtedness, (ii) indebtedness
      of the type described in clause (i) above secured by any lien upon
      property owned by the Company, even though the Company has not in any manner
      become liable for the payment of such indebtedness, (iii) interest expense
      accrued but unpaid, and all prepayment premiums, on or relating to any of such
      indebtedness, (iv) indebtedness of the type described in
      clause (i) above guaranteed, directly or indirectly, by Company, and
      (v) any purchase money indebtedness for premiums for insurance maintained
      by the Company to the extent the outstanding balance thereof exceeds the
      amortized value of the premiums.




-44-


“ **GAAP** ”
means
      U.S. generally accepted accounting principles.




“ **Ground
      Lease** ”
means
      that certain FBO Agreement, dated July 4, 1997, by and between the New York
      State Department of Transportation (as assigned to SWFAA) and Rifton
      Enterprises, Inc. (as assigned to the Company), and under the Hangar 112 Lease,
      the Hangar 118 Lease, the FBO Agreement and the Commercial Operating Permit,
      each as defined in the AEM Agreement, for premises and operations located at
      Stewart International Airport, including all amendments, supplements and
      modifications thereto.




“ **Group
      Health Plan** ”
has
      the
      meaning set forth in Code Section 5000(b).




“ **Hazardous
      Material** ”
means
      any substance, pollutant, contaminant, radiation or chemical which has been
      determined under applicable Environmental Laws to be hazardous to human health
      or safety or the environment including, without limitation, all of those
      substances which are listed or defined as “pollutants,” “contaminants,”
“hazardous materials,” “hazardous wastes,” “hazardous substances,” “toxic
      substances,” “radioactive materials,” or other similar designations pursuant to
      Environmental Laws.




“ **Hired
      Employees** ”
is
      defined in Section
      5.8(b)(ii) .




“ **HSR
      Act** ”
means
      the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time
      to time.




“ **Indemnified
      Party** ”
means
      a
      Buyer Indemnified Party or a Seller Indemnified Party, as applicable.




“ **Indemnifying
      Party** ”
means
      the Party obligated to indemnify an Indemnified Party.




“ **Indemnifiable
      Losses** ”
means
      any Loss for or against which any Party is entitled to indemnification under
      this Agreement.




“ **Insurance
      Policies** ”
is
      defined in Section
      3.10(b) .




“ **Intellectual
      Property** ”
means
      all trademarks and trade names, trademark and trade name registrations, service
      marks and service mark registrations, copyrights and copyright registrations,
      patent and patent applications and all material licenses and other agreements
      and information relating to technology, know-how, software or processes used
      in
      or otherwise necessary to the Business, whether proprietary to the Company
      or
      licensed or otherwise authorized to use by others.




“ **Interim
      Unaudited Statements** ”
is
      defined in Section
      3.6(b) .




“ **Law** ”
means
      any federal, state or local law, statute, rule or regulation and any resolution,
      ruling, ordinance, enactment, judgment, order, decree, directive or other
      requirement having the force of law, including any official interpretation
      of
      any of the foregoing, of or by any governmental authority, as in effect from
      time to time.




“ **Lease** ”
and
      “ **Leases** ”
are
      defined in Section
      3.8(a) .




-45-


“ **Leases
      Schedule** ”
means **Schedule
      3.8** .




“ **Liabilities
      Schedule** ”
means **Schedule
      3.4** .




“ **Loss** ”
means
      any and all costs and expenses (including, but not limited to, reasonable
      professionals’ fees), damages and losses actually incurred by the Indemnified
      Party.




“ **Material
      Contracts** ”
is
      defined in Section
      3.10(b) .




“ **Membership
      Interests** ”
is
      defined in the recitals.




“ **New
      Employer** ”
is
      defined in Section
      5.8(b) .




“ **Offerees** ”
is
      defined in Section
      5.8(b)(i) .




“ **Pension
      Plans** ”
is
      defined in Section
      3.13(a) .





“ **Permits** ”
is
      defined in Section
      3.15 .





“ **Person** ”
means
      any natural person, limited liability company, partnership, trust,
      unincorporated organization, corporation, association, joint stock company,
      business, group, governmental authority (including any subdivision thereof)
      or
      other entity or body.





“ **Personal
      Property** ”
is
      defined in Section
      3.8(c) .




“ **Prohibited
      Transactions** ”
has
      the
      meaning set forth in ERISA Section 406 and Section 4975 of the
      Code.





“ **Purchase
      Price** ”
is
      defined in Section
      2.1 .




“ **Referee** ” **** is
      defined in Section
      2.2(e) .




“ **Rifton** ”
is
      defined in Section
      7.1(i) .




“ **Rifton
      Agreement** ”
is
      defined in Section
      7.1(i) .




“ **Rifton
      Escrow Accoun** t”
is
      defined in Section
      11.12 .




“ **Rifton
      Note** ”
is
      defined in Section
      11.12 .




“ **Seller** ”
is
      defined in the Preamble.




“ **Seller
      Adjustment Notice** ”
is
      defined in Section
      2.2(c) .




“ **Seller
      Indemnified Parties** ”
is
      defined in Section
      9.2 .




“ **Southwest
      Fuel Farm Lease Agreement** ”
is
      defined in Section
      7.1(j) .




“ **Southwest
      Quadrant Fuel Farm** ”
is
      defined in Section
      7.1(j) .




-46-


“ **Subsidiary** ”
means
      any entity of which the Company (or other specified entity) owns directly or
      indirectly through a Subsidiary, a nominee arrangement or otherwise at least
      a
      majority of the outstanding capital stock (or other shares of beneficial
      interest) entitled to vote generally.





“ **SWFAA** ”
is
      defined in Section
      7.1(h) .





“ **Target
      Closing Net Working Capital** ”
is
      defined in Section
      2.2(a) .





“ **Tax** ”
means
      any foreign, federal, state, county or local income, sales and use, excise,
      franchise, real and personal property, transfer, gross receipt, capital stock,
      production, business and occupation, disability, employment, payroll, severance
      or withholding tax or charge imposed by any governmental entity, together with
      any interest, assessments, fines additions and penalties (civil or criminal)
      related thereto or to the nonpayment thereof, and any Loss in connection with
      the determination, settlement or litigation of any Tax liability; (ii)
      any
      liability for the payment of any amounts of the type described in clause (i)
      as
      the result of being (or ceasing to be) a member of an affiliated, consolidated,
      combined or unitary group (or being included (or required to be included) in
      any
      Tax Return related thereto); and (iii) any liability for the payment of any
      amounts as a result of an express or implied obligation to indemnify or
      otherwise assume or succeed to the liability of any other Person with respect
      to
      the payment of any amounts of the type described in clause (i) or clause
      (ii).





“ **Tax
      Return** ”
means
      a
      report, return or other information supplied to or required to be supplied
      to a
      governmental entity with respect to Taxes including
      any schedule or attachment thereto, and including any amendment thereof, and
      shall
      be treated as a Tax Return of each entity included or required to be included
      in
      a return filed on a combined, consolidated, unitary or similar .




“ **Threshold** ”
is
      defined in Section
      9.4(a) .




“ **Transaction
      Documents** ”
is
      defined in Section
      8.3 .




“ **Unaudited
      2005 Statements** ”
is
      defined in Section
      3.6(a) .




“ **Unaudited
      2006 Statements** ”
is
      defined in Section
      3.6(a) .




“ **Unaudited
      Financial Statements** ”
is
      defined in Section
      3.6(a) .




“ **Welfare
      Plan** ”
is
      defined in Section
      3.13(a) .


-47-