***Execution
        Version***


**WAIVER
      AND AMENDMENT NUMBER THREE**


**TO
      LOAN AGREEMENT**





This
      WAIVER AND AMENDMENT NUMBER THREE TO LOAN AGREEMENT (this “ Agreement ”),
      dated
      as of November 30, 2007, among ATLANTIC AVIATION FBO INC., a Delaware
      corporation (the “ Borrower ”);
      the
      several banks and other financial institutions signatories hereto (the
“ Lender
      Parties ”);
      and
      DEPFA BANK plc, as Administrative Agent (in such capacity, the “ Administrative
      Agent ”).





RECITALS





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




B.  The
      Borrower contemplates the acquisition, pursuant to that certain Membership
      Purchase Agreement dated as of November __, 2007, by and among the Borrower
      and
      the sellers named therein (the “ Rifle
      Air Purchase Agreement ”),
      of
      100% of the Equity Securities of Rifle Air, LLC, a Colorado limited liability
      company (“ Rifle
      Air ”),
      which
      in turn owns 100% of the Equity Securities of Rifle Air Jet Center, LLC, a
      Colorado limited liability company, and Rifle Air Jet Center Maintenance, LLC,
      a
      Colorado limited liability company, all of which entities own and operate a
      Fixed Based Operations business at Garfield County Regional Airport in Rifle,
      Colorado (the “ Rifle
      Air Acquisition ”).




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




D.  The
      Lender Parties are willing to provide the requested approvals and waiver, all
      subject to and upon the terms as set forth herein.




NOW
      THEREFORE, the parties hereto hereby agree as follows:




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




Section
      2. Amendment
      to Loan Agreement .
      The
      Loan Agreement is hereby amended as follows:




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









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




“(g)
      Indebtedness of up to $700,000.00 incurred in connection with the acquisition
      by
      the Borrower of all of the Equity Securities of Rifle Air, LLC pursuant to
      that
      certain Membership Purchase Agreement dated November 30, 2007, by and among
      the
      Borrower and the sellers named therein, the principal amount of which
      Indebtedness shall be included in the calculation of the cap set forth in the
      proviso to the preceding clause (f).”




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




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




(i) The
      definition of “Loan Documents” is hereby amended by inserting the words “the
      Investor Contribution Agreement, ” immediately after the words “each Letter of
      Credit, “ in the third line thereof.




(ii) The
      following definition is hereby inserted immediately following the definition
      of
“Investor”:




“ Investor
      Contribution Agreement ”
means
      the letter agreement by the Investor and acknowledged by the Borrower and the
      Administrative Agent dated as of November 30, 2007.”




Section
      3. Waiver
      Relating to Rifle Air Acquisition .
      The
      Lender Parties hereby waive any non-compliance with Section 7.4 of the Loan
      Agreement resulting from the Borrower’s consummation of the Rifle Air Purchase
      Agreement.




Section
      4. Approval
      of Amendments to Schedules .
      The
      Lender Parties hereby approve the supplements to the Schedules to the Loan
      Agreement set forth in Attachment 1 hereto.




Section
      5. No
      Further Waiver
      or Amendment .
      Except
      to the extent that provisions of the Loan Agreement or its Schedules are
      amended, waived or supplemented as expressly set forth in Sections 2,3 and
      4
      hereof, the execution and delivery hereof shall
      not
      (a) operate as a modification or waiver of any right, power or
      remedy of the Financing Parties or the Collateral Agent under any of the Loan
      Documents, (b) cause a novation with respect to any of the Loan Documents,
      or (c) extinguish or terminate any obligations of the Borrower
      under the Loan Documents.




Section
      6. Effectiveness .
      This
      Agreement shall become effective on the first date on which the Administrative
      Agent shall have received all of the following:




(a)
      Duly
      executed counterparts of this Agreement (which may be by telecopy) from each
      of
      the Borrower and the Required Lenders and an acknowledgement thereof duly
      executed by the Administrative Agent;




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




-2-




(c)
      Evidence reasonably satisfactory to the Administrative Agent that (i) the
      purchase price (as such term is defined in the Rifle Air Purchase Agreement)
      has
      been paid in accordance with the Rifle Air Purchase Agreement, other than any
      adjustment thereto in accordance with the Rifle Air Purchase Agreement that
      is
      not yet due and payable; (ii) all existing Indebtedness of Rifle Air and
      its Subsidiaries has been paid off, except for any Indebtedness which, after
      giving effect to this Agreement, will constitute Permitted Indebtedness; and
      (iii) The Flight Department, LLC, shall no longer be an Affiliate of Rifle
      Air or any of its Subsidiaries.




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




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




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




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




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




*[Signature
      pages follow.]*




-3-




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




ATLANTIC
                AVIATION FBO INC.By:
            /s/
                Louis T. PepperName:   Louis
              T. PepperTitle:     Chief
                Executive Officer




AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







Acknowledged
                by:DEPFA
                BANK plc, as Administrative AgentBy:
            /s/
                Maria KangName:   Maria
              KangTitle:     DirectorBy:
            /s/
                Ruth McMorrowName:   Ruth
              McMorrowTitle:     Managing
                Director




AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







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


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







THE
                  GOVERNOR AND COMPANY
                OF
                  THE BANK OF IRELAND,
                as
                  Term Loan LenderBy:
              /s/
                  Peter St. John [Illegible]Name:   Peter
                St. John [Illegible]Title:     DirectorBy:
              /s/
                  Anthony RourkeName:   Anthony
                RourkeTitle:     Manager




AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







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


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







WESTLB
                AG, NEW YORK BRANCH
              as
                Term Loan LenderBy:
            /s/
                Caryn SuffrediniName:   Caryn
              SuffrediniTitle:     DirectorBy:
            /s/
                Amir OrenName:   Amir
              OrenTitle:     Associate
                Director


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







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


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







THE
                GOVERNOR AND COMPANY
              OF
                THE BANK OF IRELAND,
              as
                Capex Loan LenderBy:
            /s/
                Peter St. John [Illegible]Name:   Peter
              St. John [Illegible]Title:     DirectorBy:
            /s/
                Anthony RouckeName:   Anthony
              RouckeTitle:     Manager


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







DEKA
                BANK
              DEUTSCHE
                GIROZENTRALE,
              as
                Capex Loan LenderBy:
            /s/
                Jurgen SchonebergName:   Jurgen
              SchonebergTitle:     Vice
                PresidentBy:
            /s/
                Peter BahnBy:
            /s/
                Jurgen Schoneberg




AMENDMENT
        NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







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


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







**ATTACHMENT
      1**





**SUPPLEMENTAL
      DISCLOSURE SCHEDULES**





(See
      attached)


AMENDMENT
          NO. 3 TO ATLANTIC AVIATION LOAN AGREEMENT







**EXHIBIT
      A**





**FORM
      OF INVESTOR CONTRIBUTION AGREEMENT**





(See
      attached)




Exh.
          A -
          1




MACQUARIE
      FBO HOLDINGS LLC




November
      [__], 2007




DEPFA
      BANK plc,


as
      Administrative Agent


1
      Commons
      Street


Dublin
      1


Ireland


Attention:
      Brian Price




Atlantic
      Aviation FBO Inc.


6504
      International Parkway, Suite 2400


Plano,
      Texas 75093


Attention:
      Calvin Miller




Dear
      Sir
      or Madam,




**RE:
      Investor Contribution Agreement**




We
      refer
      to (i) the Loan Agreement dated as of September 27, 2007 by and among
      Atlantic Aviation FBO Inc. (the “ Borrower ”),
      the
      several banks and other financial institutions from time to time parties thereto
      as lenders (the “ Lenders ”),
      issuing bank or hedging banks, and DEPFA BANK plc as administrative agent (in
      that capacity, the “ Administrative
      Agent ”)
      (as
      amended, the “ Loan
      Agreement ”),
      (ii) the Membership Purchase Agreement dated as of November [__], 2007 by
      and among the sellers named therein (the “ Rifle
      Sellers ”)
      and
      the Borrower, as buyer (the “ MPA ”),
      and
      (iii) Amendment Number Three to Loan Agreement, dated as of the date
      hereof, by and among the Borrower, the Lenders party thereto and the
      Administrative Agent (“ Amendment
      No. 3 ”).
      All
      capitalized terms used but not otherwise defined herein shall have the meanings
      set forth in Appendix A to the Loan Agreement, and the rules of interpretation
      set forth in Appendix A to the Loan Agreement shall apply to this letter
      agreement. We hereby acknowledge that it is a condition precedent to the
      effectiveness of Amendment No. 3 that the Investor, the Borrower and the
      Administrative Agent shall have executed and delivered this letter
      agreement.




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




(a)  Promptly,
      but in any event within five (5) Business Days, after receiving notice from
      the
      Borrower or the Administrative Agent that the Borrower is required to make
      any
      payments to the Rifle Sellers pursuant to the MPA, including pursuant to
      Sections 2.3 (Working Capital Adjustments) or 12.2 (Indemnification by Buyer)
      thereof, or pursuant to the promissory note issued pursuant to Section
      2.2(a)(ii) thereof, the Investor shall make additional equity contributions
      to
      the Borrower in an amount equal to any such required payments.;




Exh.
          A -
          2




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




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




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




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




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




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




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




5.  Notices .
      All
      notices and other communications provided for herein shall be in writing and
      shall be delivered by hand or overnight courier service, mailed by certified
      or
      registered mail or sent by telecopy, with a copy to each party hereto, as
      follows:


(a)
              if
                  to the Borrower:Atlantic
                  Aviation FBO Inc.6504
                  International Parkway, Suite 2400Plano,
                  TX 75093Attention:
                  Calvin MillerTelephone:
                  (972) 447-4205Facsimile:
                  (972) 447-4211
  Exh.
            A -
            3
  with
                  a copy to:Macquarie
                  Infrastructure Company Inc.125
                  West 55th StreetNew
                  York, New York 10019Attention:
                  Frank JoyceTelephone:
                  (212) 231-1814Facsimile:
                  (212) 231-1828andPillsbury
                  Winthrop Shaw Pittman LLP1650
                  Tysons BoulevardMcLean,
                  Virginia 22102Attention:
                  Craig E. Chason, Esq.Telephone:
                  (703) 770-7947Facsimile:
                  (703) 770-7901(b)
              if
                  to the Administrative Agent:DEPFA
                  BANK plc1
                  Commons StreetDublin
                  1IrelandAttention:
                  Brian PriceTelephone:
                  +353 1 792 2374Facsimile:
                  +353 1 792 2164(c)
              If
                  to the Investor:Macquarie
                  FBO Holdings LLCc/o
                  Macquarie Infrastructure Company Inc.125
                  West 55th StreetNew
                  York, New York 10019Attention:
                  Frank JoyceTelephone:
                  (212) 231-1814Facsimile:
                  (212) 231-1828




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




Exh.
          A -
          4




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




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




[Signature
      pages follow.]




Exh.
          A -
          5




Very
                  truly yours,**MACQUARIE
                  FBO HOLDINGS LLC**By:
              MACQUARIE
                  INFRASTRUCTURE COMPANY INC.,its
                  managing memberBy:Name:Title:
 INVESTOR
            CONTRIBUTION AGREEMENT
 (ATLANTIC -
            RIFLE FBO ACQUISITION)
 
  Acknowledged
        by:




**DEPFA
      BANK plc**


as
      Administrative Agent




By:Name:Title:





By:Name:Title:










INVESTOR
          CONTRIBUTION AGREEMENT
 (ATLANTIC -
          RIFLE FBO ACQUISITION)







Acknowledged
      by:




**ATLANTIC
      AVIATION FBO INC.**




By:Name:Title:


INVESTOR
          CONTRIBUTION AGREEMENT
 (ATLANTIC -
          RIFLE FBO ACQUISITION)