10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission File Number: 001-32385

Macquarie Infrastructure Company Trust

(Exact name of registrant as specified in its charter)

Delaware	20-6196808
(Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File Number: 001-32384

Macquarie Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

Delaware	43-2052503
(Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

125 West 55th Street, 22nd Floor New York, New York	10019
(Address of principal executive offices)	(Zip Code)

(212) 231-1000

(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Shares representing beneficial interests in Macquarie Infrastructure Company Trust (“trust stock”)	New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

      Indicate by check mark if the registrants are collectively a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes o          No þ

      Indicate by check mark if the registrants are collectively not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ

      Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the registrants are collectively a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer     o          Accelerated filer     þ          Non-accelerated filer     o

      Indicate by check mark whether the registrants are collectively a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ

      The aggregate market value of the outstanding shares of trust stock held by non-affiliates of Macquarie Infrastructure Company Trust at June 30, 2005 was $694,472,790 based on the closing price on the New York Stock Exchange on that date. This calculation does not reflect a determination that persons are affiliates for any other purposes.

      There were 27,050,745 shares of trust stock without par value outstanding at March 13, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

      The definitive proxy statement relating to Macquarie Infrastructure Company Trust’s Annual Meeting of Shareholders, to be held May 25, 2006, is incorporated by reference in Part III to the extent described therein.

TABLE OF CONTENTS

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	40
Item 1B.	Unresolved Staff Comments	55
Item 2.	Properties	55
Item 3.	Legal Proceedings	57
Item 4.	Submission of Matters to a Vote of Securityholders	58
PART II
Item 5.	Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	59
Item 6.	Selected Financial Data	61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	64
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	109
Item 8.	Financial Statements and Supplementary Data	113
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	173
Item 9A.	Controls and Procedures	173
Item 9B.	Other Information	176
PART III
Item 10.	Directors and Executive Officers of the Registrants	177
Item 11.	Executive Compensation	177
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	177
Item 13.	Certain Relationships and Related Transactions	177
Item 14.	Principal Accounting Fees and Services	177
PART IV
Item 15.	Exhibits and Financial Statement Schedules	178
EX-10.28: LOAN AGREEMENT
EX-10.29: LOAN AGREEMENT
EX-10.30: LOAN AGREEMENT
EX-21.1: SUBSIDIARIES OF THE REGISTRANTS
EX-23.1: CONSENT OF KPMG LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION

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FORWARD-LOOKING STATEMENTS

      We have included or incorporated by reference into this report, and from time to time may make in our public filings, press releases or other public statements, certain statements that may constitute forward-looking statements. These include without limitation those under “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, and “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” or “may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.

      In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results to differ materially from those contained in any forward-looking statements made by us. Any such forward-looking statements are qualified by reference to the following cautionary statements.

      Forward-looking statements in this report are subject to a number of risks and uncertainties, some of which are beyond our control, including, among other things:

•  our short operating history;

•  our limited ability to remove our Manager for underperformance and our Manager’s right to resign;

•  our holding company structure, which may limit our ability to meet our dividend policy;

•  our ability to service, comply with the terms of and refinance at maturity our substantial indebtedness;

•  decisions made by persons who control the businesses in which we hold less than majority control, including decisions regarding dividend policies;

•  our ability to make, finance and integrate future acquisitions;

•  our ability to implement our operating and internal growth strategies;

•  the regulatory environment in which our businesses and the businesses in which we hold investments operate, rates implemented by regulators of our businesses and the businesses in which we hold investments, and our relationships and rights under concessions and contracts with the governmental agencies and authorities;

•  changes in patterns of commercial or general aviation air travel, or automobile usage, including the effects of changes in airplane fuel and gas prices, and seasonal variations in customer demand for our businesses;

•  changes in electricity or other power costs;

•  foreign exchange rate fluctuations;

•  changes in general economic or business conditions or economic or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation;

•  environmental risks pertaining to our businesses and the businesses in which we hold initial investments;

•  our ability to retain or replace qualified employees;

•  changes in the current treatment of, and our eligibility for, qualified dividend income and long-term capital gains under current U.S. federal income tax law; and

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•  extraordinary or force majeure events affecting the facilities of our businesses and the businesses in which we hold investments.

      Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. A description of risks that could cause our actual results to differ appears under the caption “Risk Factors” in Part I, Item 1A and elsewhere in this report. It is not possible to predict or identify all risk factors and you should not consider that description to be a complete discussion of all potential risks or uncertainties that could cause our actual results to differ.

      In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this report may not occur. These forward-looking statements are made as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should, however, consult further disclosures we may make in future filings with the Securities and Exchange Commission.

Exchange Rates

      For the purposes of this report, to the extent we have converted foreign currency amounts into U.S. dollars, we have used the Federal Reserve Bank noon buying rate at December 30, 2005 for our financial information and the Federal Reserve Bank noon buying rate at February 6, 2006 for all other information. At December 30, 2005, the noon buying rate of the Australian dollar was USD $0.7342 and the noon buying rate of the Pound Sterling was USD $1.7188. At February 6, 2006, the noon buying rate of the Australian dollar was USD $0.7426 and the noon buying rate of the Pound Sterling was USD $1.7462. The table below sets forth the high, low and average exchange rates for the Australian dollar and the Pound Sterling for the years indicated:

	U.S. Dollar/Australian Dollar						U.S. Dollar/Pound Sterling
Time Period	High		Low		Average		High		Low		Average
2001		0.5552		0.5016		0.5169		1.4773		1.4019		1.4397
2002		0.5682		0.5128		0.5437		1.5863		1.4227		1.5024
2003		0.7391		0.5829		0.6520		1.7516		1.5738		1.6340
2004		0.7715		0.7083		0.7329		1.8950		1.7860		1.8252
2005		0.7974		0.7261		0.7627		1.9292		1.7138		1.8198

Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including our Manager, require the following statements: Investments in Macquarie Infrastructure Company Trust are not deposits with or other liabilities of Macquarie Bank Limited or of any Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited nor any other member company of the Macquarie Group guarantees the performance of Macquarie Infrastructure Company Trust or the repayment of capital from Macquarie Infrastructure Company Trust.

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Part I

Item 1.     Business

      Macquarie Infrastructure Company Trust, a Delaware statutory trust that we refer to as the trust, owns its businesses and investments through Macquarie Infrastructure Company LLC, a Delaware limited liability company that we refer to as the company. Except as otherwise specified, “Macquarie Infrastructure Company,” “we,” “us,” and “our” refer to both the trust and the company and its subsidiaries together. The company owns the businesses located in the United States through a Delaware corporation, Macquarie Infrastructure Company Inc., or MIC Inc., and those located outside of the United States through Delaware limited liability companies. Macquarie Infrastructure Management (USA) Inc., the company that we refer to as our Manager, is part of the Macquarie Group of companies. References to the Macquarie Group include Macquarie Bank Limited and its subsidiaries and affiliates worldwide.

GENERAL

      The trust and the company were each formed on April 13, 2004. On December 21, 2004, we completed our initial public offering and concurrent private placement of shares of trust stock representing beneficial interests in the trust. Each share of trust stock corresponds to one LLC interest of the company. We used the majority of the proceeds of the offering and private placement to acquire our initial businesses and investments and to pay related expenses.

      We own, operate and invest in a diversified group of infrastructure businesses in the United States and other developed countries. We offer investors an opportunity to participate directly in the ownership of infrastructure businesses, which traditionally have been owned by governments or private investors, or have formed part of vertically integrated companies. Our businesses consist of the following:

•  an airport services business, conducted through Atlantic;

•  an airport parking business, conducted through Macquarie Parking;

•  a district energy business, conducted through Thermal Chicago and a 75% controlling interest in Northwind Aladdin; and

•  a toll road business, through our 50% ownership of the company that operates Yorkshire Link, a 19-mile highway in the United Kingdom.

      Our investments consist of:

•  a 17.5% interest in the holding company that owns South East Water, or SEW, a regulated water utility in southeastern England; and

•  approximately 4% of Macquarie Communications Infrastructure Group, or MCG, a communications infrastructure fund managed by an affiliate of our Manager.

      Additionally, we have entered into an agreement to acquire 100% of The Gas Company, a regulated retail gas distribution company serving Hawaii. We expect to complete this acquisition in the second or third quarter of 2006.

Our Manager

      We have entered into a management services agreement with our Manager. Our Manager is responsible for our day-to-day operations and affairs and oversees the management teams of our operating businesses. Neither the trust nor the company have or will have any employees. Our Manager has assigned, or seconded, to the company, on a permanent and wholly dedicated basis, two of its employees to assume the offices of chief executive officer and chief financial officer and makes other personnel available as required. The services performed for the company are provided at our Manager’s expense, including the compensation of our seconded officers.

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      We pay our Manager a management fee based primarily on our market capitalization. In addition, to incentivize our Manager to maximize shareholder returns, we may pay performance fees. Our Manager can earn a performance fee equal to 20% of the outperformance, if any, of quarterly total returns to our shareholders above a weighted average of two benchmark indices, a U.S. utilities index and a European utilities index, weighted in proportion to our U.S. and non-U.S. equity investments. To be eligible for the performance fee, our Manager must deliver total shareholder returns for the quarter that are positive and in excess of any prior underperformance. Please see the management services agreement filed as an exhibit to this Annual Report on Form 10-K for the full terms of this agreement.

      Our Manager is a member of the Macquarie Group, that, together with its subsidiaries and affiliates worldwide, provides specialist investment, advisory, trading and financial services in select markets around the world. The Macquarie Group is headquartered in Sydney, Australia and employs over 7,600 people in 23 countries as of the date of this report. The Macquarie Group is a global leader in advising on the acquisition, disposition and financing of infrastructure assets and the management of infrastructure investment vehicles on behalf of third-party investors.

      We believe that the Macquarie Group’s demonstrated expertise and experience in the management, acquisition and funding of infrastructure businesses will provide us with a significant advantage in pursuing our strategy. Our Manager is part of the Macquarie Group’s Infrastructure and Specialized Funds division, or ISF, which as of December 31, 2005, managed a $23 billion investment portfolio on behalf of retail and institutional investors comprising investments in infrastructure and infrastructure-like businesses. These businesses include toll roads, airports and airport-related infrastructure, communications, media, electric and gas distribution networks, water utilities, aged care, rail and ferry assets. The ISF division has been operating since 1996 and currently has over 340 executives internationally, with more than 50 executives based in the US and Canada.

      We expect that the Macquarie Group’s infrastructure advisory division, with over 340 executives internationally, including more than 70 executives in North America, will be an important source of acquisition opportunities and advice for us. During 2005, the Macquarie Group globally advised on infrastructure transactions valued at more than $32 billion. The Macquarie Group’s infrastructure advisory division is separate from the ISF division. Historically the Macquarie Group’s advisory group has presented the various infrastructure investment vehicles in ISF with a significant number of high quality infrastructure acquisition opportunities.

      Although it has no contractual obligation to do so, we expect that Macquarie’s infrastructure advisory division will present our Manager with similar opportunities. Under the terms of the management services agreement, our Manager is obliged to present to us, on a priority basis, acquisition opportunities in the United States that are consistent with our strategy, as discussed below, and the Macquarie Group is our preferred financial advisor.

      We also believe that our relationship with the Macquarie Group will enable us to take advantage of its expertise and experience in debt financing for infrastructure assets. As the typically strong, stable cash flows of infrastructure assets are usually able to support high levels of debt relative to equity, we believe that the ability of our Manager and the Macquarie Group to source and structure low-cost project and other debt financing provides us with a significant advantage when acquiring assets. We believe that relatively lower costs will help us to maximize returns to shareholders from those assets.

Industry

      Infrastructure businesses provide basic, everyday services, such as parking, roads and water. We focus on the ownership and operation of infrastructure businesses in the following categories:

•  “User Pays” Assets. These assets are generally transportation-related infrastructure that depend on a per use system for their main revenue source. Demand for use of these assets is relatively unaffected by macroeconomic conditions because people use these types of assets on an everyday basis. “User pays” assets, such as airports and toll roads, are generally owned by government

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	entities in the United States. Other types of “user pays” assets, such as airport- and rail-related infrastructure and off-airport parking, are typically owned by the private sector. Where the private sector owner has been granted a lease or concession by a government entity to operate the business, the business will be subject to any restrictions or provisions contained in the lease or concession.
•	Contracted Assets. These assets provide services through long-term contracts with other businesses or governments. These contracts typically can be renewed on comparable terms when they expire because there are no or a limited number of providers of similar services. Contracted assets, such as communications towers, district energy systems and contracted power generation plants, are generally owned by the private sector in the United States. Where the private sector owner has been granted a lease or concession by a government entity to operate the business, the business will be subject to any restrictions or provisions contained in the lease or concession.
•	Regulated Assets. Businesses that own these assets are the sole or predominant providers of essential services in their service areas and, as a result, are typically regulated by government entities with respect to the level of revenue earned or charges imposed. Government regulated revenues typically enable the service provider to cover operating costs, depreciation and taxes and achieve an adequate return on debt and equity capital invested. Water utilities, electric transmission and gas distribution networks are examples of regulated assets. In the United States, regulated assets are generally owned by publicly listed utilities, although some are owned by government entities.

      By their nature, businesses in these categories generally have sustainable and growing long-term cash flows due to consistent customer demand and the businesses’ strong competitive positions. Consistent customer demand is driven by the basic, everyday nature of the services provided. The strong competitive position results from high barriers to entry, including:

•  high initial development and construction costs, such as the cost to build roads;

•  difficulty in obtaining suitable land, such as land near or at airports for parking facilities or fixed base operations, or FBOs;

•  required government approvals, which may be difficult or time-consuming to obtain, such as approvals for a network of communications towers, or approvals to lay pipes under city streets; and

•  long-term exclusive concessions and customer contracts, such as contracts to provide broadcasting services to broadcast television companies or cooling services to a building.

      These barriers to entry have the effect of protecting the cash flows generated by the infrastructure assets owned by these businesses. These barriers to entry largely arise because services provided by infrastructure businesses, such as parking, roads, and water, can generally only be delivered by relatively large and costly physical assets in close proximity to customers. These services cannot be delivered over the internet, and cannot be outsourced to other countries, and are therefore not susceptible to the competitive pressures that other industries, including manufacturing industries, typically face. We do not expect to acquire infrastructure businesses that face significant competition, such as merchant electricity generation facilities.

      The prices charged for the use of infrastructure assets can generally be expected to keep pace with inflation. “User pays” assets typically enjoy pricing power in their market due to consistent demand and limited competition, the contractual terms of contracted assets typically allow for price increases, and the regulatory process that determines revenues for regulated assets typically provides for an inflation adjustment.

      Infrastructure assets, especially newly constructed assets, tend to be long-lived, require minimal and predictable maintenance capital expenditures and are generally not subject to major technological change or physical deterioration. This generally means that significant cash flow is often available from infrastructure businesses to service debt, make distributions to shareholders, expand the business, or all three.

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Exceptions exist in relation to much older infrastructure assets. For example, parts of SEW’s water network are more than 100 years old and require significant maintenance capital expenditures.

      The sustainable and growing long-term cash flows of infrastructure assets mean their capital structures can typically support more debt than other businesses. Our ability to optimize the capital structure of our businesses is a key component in maximizing returns to investors.

Strategy

      We have two primary strategic objectives. First, we intend to grow our existing businesses. We intend to accomplish this by:

•  pursuing revenue growth and gross operating income improvement;

•  optimizing the financing structure of our businesses; and

•  improving the performance and the competitive position of our controlled businesses through complementary acquisitions.

      Second, we intend to acquire businesses we believe will provide yield accretive returns in infrastructure sectors other than those in which our businesses and investments currently operate. We believe our association with the Macquarie Group is key to the successful execution of our strategy.

Operational Strategy

      We will rely on the Macquarie Group’s demonstrated expertise and experience in the management of infrastructure businesses to execute our operational strategy. In managing infrastructure businesses, the Macquarie Group endeavors to (1) recruit and incentivize talented operational management teams, (2) instill disciplined financial management consistently across the businesses, (3) source and execute acquisitions, and (4) structure and arrange debt financing for the businesses to maximize returns to shareholders.

      We plan to increase the cash generated by our businesses through initiatives to increase revenues and improve gross operating income. We have in place seasoned management teams at each of our businesses who will be supported by the demonstrated infrastructure management expertise and experience of the Macquarie Group in the execution of this strategy.

•  Improving and expanding our existing marketing programs. We expect to enhance the client services and marketing programs of our businesses. Sophisticated marketing programs relative to those of most other industry participants exist within our airport parking and airport services businesses. We intend to expand these programs and extend them to any facilities that we acquire within those businesses in the future.

•  Making selective capital expenditures. We intend to expand capacity of our existing locations and improve their facilities through selective capital expenditures. Specifically, we will make expenditures that we believe will generate additional revenues in the short-term. Such opportunities exist, notably, in relation to our district energy business. We generally strive to manage maintenance capital expenditures to keep our assets well- maintained and to avoid any unanticipated maintenance costs over the life of the assets.

•  Strengthening our competitive position through complementary acquisitions. We intend to selectively acquire and integrate additional FBO and airport parking businesses or facilities. These industry segments are very fragmented and we believe that attractive acquisition opportunities exist within them. We also believe that complementary acquisitions will improve our overall performance by: (1) leveraging our brand and marketing programs in our airport services and airport parking businesses; (2) taking advantage of the size and diversification of our businesses to achieve lower financing costs; and (3) allowing us to realize synergies and implement improved management practices across a larger number of operations. Our acquisition during 2005 of the Las Vegas FBO is an example of this strategy.

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Acquisition Strategy

      We expect our acquisition strategy to benefit from the Macquarie Group’s deep knowledge and ability to identify acquisition opportunities in the infrastructure area. We believe it is often the case that infrastructure opportunities are not widely offered, well-understood or properly valued. The Macquarie Group has significant expertise in the execution of such acquisitions, which can be time-consuming and complex.

      We intend to acquire infrastructure businesses and investments in sectors other than those sectors in which our businesses currently operate, provided we believe we can achieve yield accretive returns. Our pending acquisition of The Gas Company is an example of this strategy. While our focus is on acquiring businesses in the United States, we will also consider opportunities in other developed countries. Generally, we will seek to acquire controlling interests, but we may acquire minority positions in attractive sectors where those acquisitions generate immediate dividends and where our partners have objectives similar to our own. Our acquisitions of SEW and MCG are consistent with this philosophy. We believe that the sectors in which SEW and MCG operate will continue to present attractive acquisition opportunities and that partnering with other Macquarie Group-managed vehicles with experience in those sectors is an appropriate way to pursue opportunities in those sectors.

Acquisition Opportunities

      Infrastructure sectors that may present attractive acquisition candidates include, in addition to our initial businesses, electricity transmission and gas distribution networks, water and sewerage networks, contracted power generation and communications infrastructure. We expect that acquisition opportunities will arise from both the private sector and the public (government) sector.

•  Private sector opportunities. Increasingly, private sector owners of infrastructure assets are choosing to divest these assets for competitive, financial or regulatory reasons. For instance, vertically integrated electric, gas and telecommunications utilities are increasingly disposing of infrastructure assets because a) they wish to concentrate on their core business rather than the infrastructure supporting it, b) they are over-leveraged and wish to pay down debt, c) their capital structure and shareholder expectations do not allow them to finance these assets as efficiently as possible, or d) regulatory pressures are causing an unbundling of vertically integrated product offerings.

•  Public (government) sector opportunities. Traditionally, governments around the world have financed the provision of infrastructure with tax revenue and government borrowing. Over the last few decades, many governments have pursued an alternate model for the provision of infrastructure as a result of budgetary pressures. This trend towards increasing private sector participation in the provision of infrastructure is well established in Australia, Europe and Canada, and it is just beginning in the United States. We believe private sector participation in the provision of infrastructure in the United States will increase over time, as a result of growing budgetary pressures, exacerbated by baby boomers reaching retirement age, and the significant under-investment (historically) in critical infrastructure systems in the United States.

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U.S. Acquisition Priorities

      Under the terms of the management services agreement, the company has first priority ahead of all current and future entities managed by our Manager or by members of the Macquarie Group within the ISF division among the following infrastructure acquisition opportunities within the United States:

Sector

Airport fixed base operations
District energy
Airport parking
User pays assets, contracted assets and regulated assets (as defined below) that represent an investment of greater than AUD $40 million (USD $29.7 million), subject to the following qualifications:
Roads:	The company has second priority after Macquarie Infrastructure Group
Airport ownership:	The company has second priority after Macquarie Airports (consisting of Macquarie Airports Group and Macquarie Airports)
Communications:	The company has second priority after Macquarie Communications Infrastructure Group
Regulated Assets (including, but not limited to, electricity and gas transmission and distribution and water services):	The company has second priority after Macquarie Essential Assets Partnership, or MEAP, until such time as MEAP has invested a further CAD $45 million (USD $39.4 million as of February 6, 2006) in the United States. Thereafter the company will have first priority.

      The company has first priority ahead of all current and future entities managed by our Manager or any Manager affiliate in all investment opportunities originated by a party other than our Manager or any Manager affiliate where such party offers the opportunity exclusively to the company and not to any other entity managed by our Manager or any Manager affiliate within the ISF division of the Macquarie Group.

Financing

      We expect to fund any acquisitions with a combination of new debt at the company or MIC Inc. level, subsidiary non-recourse debt and issuance of additional shares of trust stock. We expect that a significant amount of our cash from operations will be used to support our dividend policy. We therefore expect that in order to fund significant acquisitions, in addition to new debt financing, we will also need to either offer more equity or offer our shares to the sellers of businesses that we wish to acquire.

      Our businesses and investments have generally been partially financed with subsidiary level non-recourse debt that is repaid solely from the businesses’ revenues. The debt is generally secured by the physical assets, major contracts and agreements, and when appropriate, cash accounts. In certain cases, the debt is secured by our ownership interest in that business. This type of financing is referred to as “project financing.” We have project financing transactions at our airport services and district energy businesses that generally are structured so that all revenues of a project or business are deposited directly with a bank or other financial institution acting as escrow or security deposit agent. These funds are then payable in a specified order of priority usually first to pay operating expenses, senior debt service, taxes and to fund reserve accounts. Thereafter, subject to the satisfaction of debt service coverage ratios and

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certain other conditions, available funds may be disbursed as dividends or payments under shareholder loans or subordinated debt, where applicable.

      These project financing structures are designed to prevent lenders from looking through the operating businesses to us or to our other businesses for repayment, that is, they are “non-recourse” to us and the other businesses and investments not involved in the specific project or business, unless we specifically agree to assume liability for payment. The debt at our parking business is also non-recourse, although there is no escrow or security deposit agent. These arrangements effectively result in each of our businesses being isolated from the risk of default by any other business we own or in which we have invested.

      We do not currently have any debt at the company level. However, we have entered into a revolving credit facility at the MIC Inc. level, currently undrawn, that provides for borrowings up to $250 million primarily to finance acquisitions and capital expenditures pending refinancing through equity offerings at an appropriate time.

OUR BUSINESSES AND INVESTMENTS

Airport Services Business

Business Overview

      Our airport services business, or Atlantic, operates fixed-based operations, or FBOs, at eighteen airports and one heliport throughout the United States. FBOs primarily provide fuelling and fuel-related services, aircraft parking and hangarage to owner/operators of jet aircraft in the general aviation sector of the air transportation industry. The business also operates six regional and general aviation airports under management contracts, although airport management constitutes a small portion of our airport services business. Previously, the airport services business consisted of two operating companies, Atlantic and AvPorts. These businesses have been substantially integrated and are now managed as one business. The airport services business had revenue of $201.5 million and operating income of $28.3 million for our 2005 fiscal year, and total assets of $553.3 million at December 31, 2005 and $410.3 million at December 31, 2004. Revenues from our airport services business comprised 66.2% of our total revenues in the 2005 fiscal year.

Our Acquisitions

      On the day following our initial public offering, we purchased 100% of the ordinary shares in North America Capital Holding Company, or NACH, the parent company of the Atlantic business, from Macquarie Investment Holdings Inc., a wholly owned indirect subsidiary of Macquarie Bank Limited, for a purchase price of $118.2 million (including transaction costs) plus $130 million of assumed senior debt pursuant to a stock purchase agreement. Prior to our acquisition of NACH, it acquired 100% of the shares of Executive Air Support Inc., or EAS, the parent company of the Atlantic business, and assumed $500,000 of debt pursuant to a stock purchase agreement.

      On the day following our initial public offering, we also acquired the AvPorts business from Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds A and C, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds B and D, for cash consideration of $42.4 million (including transaction costs) and assumption of existing debt.

      On January 14, 2005, we acquired all of the membership interests in General Aviation Holdings, LLC, or GAH, which operates two FBOs in California for $53.5 million (including a working capital adjustment, transaction costs, and funding of the debt service reserve). $32 million of the purchase price was funded by an increase in the then senior debt facility of the business with the balance funded by proceeds from our initial public offering.

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      On August 12, 2005, we acquired 100% of the membership interests in Eagle Aviation Resources, Ltd., or EAR, a Nevada limited liability company doing business as Las Vegas Executive Air Terminal, or LVE, from Mr. Gene H. Yamagata. LVE is an established FBO operating out of McCarran International Airport in Las Vegas, Nevada under the terms of a 30-year lease granted in 1996. LVE is one of two FBOs at McCarran Airport.

Industry Overview

      FBOs predominantly service the general aviation industry. General aviation, which includes corporate and leisure flying, pilot training, helicopter, medivac and certain air freight operations, is the largest segment of U.S. civil aviation and represents the largest percentage of the active civil aircraft fleet. General aviation does not include commercial air carriers or military operations. In order to attract independent operators to service general aviation aircraft, local airport authorities grant FBO operators the right to sell fuel. Fuel sales provide most of an FBO’s revenue.

      FBOs generally operate in an environment with limited competition and high barriers to entry. Airports have limited physical space for additional FBOs, due in part to safety restrictions that limit construction in the vicinity of runways. Airport authorities generally do not have the incentive to add additional FBOs unless there is a significant demand for capacity, as profit-making FBOs are more likely to reinvest in the airport and provide a broad range of services, which attracts increased airport traffic. The increased traffic generally generates additional revenue for the airport authority in the form of landing and fuel flowage fees. Government approvals and design and construction of a new FBO can also take significant time.

      Demand for FBO services is driven by the number of general aviation aircraft in operation and average flight hours per aircraft. Both factors have recently experienced strong growth. According to the Federal Aviation Administration, or the FAA, from 1995 to 2005, the fleet of fixed-wing turbine aircraft, which includes turbojet and turboprop aircraft, increased at an average rate of 5.4% per year. Fixed-wing turbine aircraft are the major consumers of FBO services, especially fuel. Over the same period, the general aviation hours flown by fixed-wing turbine aircraft have increased at an average rate of 5.4% per year. These factors have contributed to an average annual growth rate in general aviation jet fuel consumption of 6.1% from 1995 to 2005. This growth is and has been driven by a number of factors, in addition to general economic growth over the period, which include the following:

•  passage of the General Aviation Revitalization Act in 1994, which significantly reduced the product liability facing general aviation aircraft manufacturers;

•  dissatisfaction with the increased inconvenience of commercial airlines and major airports as a result of security-related delays;

•  growth in programs for the fractional ownership of general aviation aircraft (programs for the time share of aircraft), including NetJets, FlexJet and Flight Options; and

•  a tax package passed by Congress in May 2003, which allows companies to depreciate 50% of the value of new business jets in the first year of ownership if the jets were purchased and owned by the end of 2004.

      We believe generally that the events of September 11, 2001 have increased the level of general aviation activity. We believe that safety concerns for corporate staff combined with increased check-in and security clearance times at many airports in the United States have increased the demand for private and corporate jet travel.

      As a result of these factors, the FAA is forecasting continued growth in general aviation jet fuel consumption, on average, of 8.6% per year from 2005 to 2017.

      The growth in the general aviation market has driven demand for the services provided by FBOs, especially fuel sales. The general aviation market is serviced by FBOs located throughout the United States at various major and regional airports. According to Aviation International News, there are approximately 4,500 FBOs throughout North America, with generally one to five operators per airport. Most of the FBOs

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are privately owned by operators with only one or two locations. There are, however, a number of larger industry participants, including Signature Flight Support, which is owned by BBA plc.

Strategy

      We believe that our FBO business will continue to benefit from the overall growth in the corporate jet market and the demand for the services that our business offers. However, we believe that our airport services business is in a position to grow at rates in excess of the industry as a result of our internal growth, marketing and acquisition strategies.

      Internal Growth. We plan to grow revenues and profits by continuing to focus on attracting pilots and passengers who desire full service and quality amenities. We will continue to develop our staff so as to provide a level of service higher than that provided by discount fuel suppliers. In addition, we will make selective capital expenditures that will increase revenues and reinforce our reputation for service and high quality facilities, potentially allowing us to increase profits on fuel sales and other services over time.

      Marketing. We plan to improve, expand and capitalize on our existing marketing programs, including our proprietary point of sale system and associated customer information database, and our “Atlantic Awards” program. Through our marketing programs, we expect to improve revenues and margins by generating greater customer loyalty, encouraging “upselling” of fuel, cross-selling of services at additional locations to existing customers, and attracting new customers.

      Acquisitions. We will focus on acquisitions at major airports and locations where there is likely to be growth in the general aviation market. We believe we can grow through acquisitions and derive increasing economies of scale, as well as marketing, head office and other cost synergies. We believe the highly fragmented nature of the industry and the desire of certain owners for liquidity provide attractive acquisition candidates, including both individual facilities and portfolios of facilities. In considering potential acquisitions, we will analyze factors such as capital requirements, the terms and conditions of the lease for the FBO facility, the condition and nature of the physical facilities, the location of the FBO, the size and competitive conditions of the airport and the forecasted operating results of the FBO.

Business

Operations

      We believe our airport services business has high-quality facilities and operations and focuses on attracting customers who desire high-quality service and amenities. Fuel sales represented approximately 71% of our airport services business revenue for 2005. Other services provided to these customers include de-icing, aircraft parking, hangar rental and catering. Fuel is stored in fuel farms and each FBO operates refueling vehicles owned or leased by the FBO. The FBO either maintains or has access to the fuel storage tanks to support its fueling activities. Services are also provided to commercial carriers and include refueling from the carrier’s own fuel supplies stored in the carrier’s fuel farm, de-icing and ground and ramp handling services.

      Our cost of fuel is dependent on the wholesale market price. Our airport services business sells fuel to customers at a contracted price, or at a price negotiated directly with the customer. While fuel costs can be volatile, we generally pass fuel cost changes through to customers.

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Locations

      Our FBO facilities operate pursuant to long-term leases from airport authorities or local government agencies. Our airport services business and its predecessors have a strong history of successfully renewing leases, and have held some leases since the 1940s, 1950s and 1960s. The existing leases have an average remaining length of approximately 17 years.

	Other FBOs	Operated			Lease
Airport	at Airport	Since			Expiry(1)
Teterboro Airport (Bergen County, NJ)	4		1946			2019
Chicago Midway Airport (Chicago, IL)	2		1969			2020
Philadelphia International Airport (Philadelphia, PA)	None		1955			2026
Republic Airport (Farmingdale, NY)	1		1980			2024
Northeast Philadelphia Airport (Philadelphia, PA)	1		1960			2026
William P. Hobby Airport (Houston, TX)	4		1972			2013
Sikorsky Memorial Airport (Bridgeport, CT)	1		1995			2021
New Orleans Lakefront Airport (New Orleans, LA)	2		1969			2031
Louis Armstrong New Orleans International Airport (New Orleans, LA)	1		1966			2015
Brainard International Airport (Hartford, CT)	None		1988			2020
Louisville International Airport (Louisville, KY)	None		1996			2016
Pittsburgh International Airport (Pittsburgh, PA)	None		1989			2028
Burlington International Airport (South Burlington, VT)	None		2001			2035
Metroport East 34th Street Heliport (New York, NY)(2)	None		1997	(3)		2017
Gulfport-Biloxi International Airport (Gulfport, MS)	None		2000			2010
New Castle County Airport (Wilmington, DE)	2		1997			2027
McCarran International Airport (Las Vegas, NV)(4)	1		1996			2025
John Wayne Orange County Airport (Orange County, CA)(5)	1		1992			2014
Palm Springs Airport (Palm Springs, CA)(5)	1		1981			2031

(1)	Lease expiries assume Atlantic exercises all its options to extend leases.
(2)	Formerly the East 60th Street Heliport, operated since 1968. When the East 60th Street Heliport was closed by the local authority, it was relocated and now operates as the Metroport East 34th Street Heliport.
(3)	Atlantic won the tender to significantly upgrade the Metroport East 34th Street Heliport. It is anticipated that the upgrade will take place over 2006-2007. In return, Atlantic was granted a 10-year operating agreement.
(4)	Acquired on August 12, 2005.
(5)	Acquired on January 14, 2005.

      The airport authorities have termination rights in each lease. Standard terms allow for termination if the tenant defaults on the terms and conditions of the lease or abandons the property or if the tenant is insolvent or bankrupt. In addition, Atlantic’s FBOs at Chicago Midway, Philadelphia, Northeast Philadelphia, New Orleans International and Orange County may be terminated with notice by the airport authority for convenience. In each case, there are compensation agreements or obligations of the authority to make best efforts to relocate the FBO. Most of the leases allow for the lease to be terminated if there are liens filed against the property. The new operating agreement at Metroport East 34th Street Heliport also contains provisions allowing the authority to terminate the operating agreement for convenience. In this case, the authority will be obligated to pay compensation to Atlantic equal to the level of Atlantic’s unamortized cost of capital expenditure at the heliport.

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Airport Management Contracts

      Atlantic manages and operates six airports on behalf of local authorities under management contracts. Under these contracts, Atlantic is responsible for the day-to-day operation of the airfield and terminal and is paid a fixed annual fee for providing these services. The annual fee is paid to Atlantic irrespective of the number of passengers that pass through the airport and, therefore, is unaffected by changes in airport activity. Management contracts accounted for less than 1% of Atlantic’s revenue for fiscal 2005.

      Atlantic operates six regional or general aviation airports under management contracts at the following locations:

•  Atlantic City International Airport;

•  Republic Airport;

•  Teterboro Airport;

•  Tweed-New Haven Regional Airport;

•  Westchester County Airport; and

•  Albany International Airport.

Marketing

      We believe our airport services business has an experienced marketing team and marketing programs that are sophisticated relative to those of other industry participants. Our airport services business’ marketing activities support its focus on high-quality service and amenities and are intended to generate greater customer loyalty, encourage “upselling” of fuel, present cross-selling services at additional locations to existing customers, and attract new customers.

      Atlantic has established two key marketing programs. Each utilizes an internally-developed point-of-sale system that operates at substantially all locations. This system tracks all aircraft utilizing the airport and records which FBO the aircraft uses. To the extent that the aircraft is a customer of another Atlantic FBO but did not use the Atlantic FBO at the current location, a member of Atlantic’s customer service team will send a letter alerting the pilot or flight department of Atlantic’s presence at that site and invite them to visit next time they are at that location.

      The second key program is the “Atlantic Awards” program. This program also operates through the point-of-sale system. For each 100 gallons of fuel purchased, the pilot is given a voucher for five “Atlantic Awards.” The pilot can begin accumulating points after registering the voucher on Atlantic’s website. Once 100 Atlantic Awards have been accumulated, the pilot is sent a pre-funded American Express card, branded with Atlantic’s logo. The card is recharged each time the pilot registers additional vouchers on Atlantic’s website. This program has rapidly gained acceptance by pilots and is encouraging “upselling” of fuel, where pilots purchase a larger portion of their overall fuel requirement at our locations. These awards are recorded as a reduction in revenue in our consolidated financial statements.

Competition

      Competition in the FBO business exists on a local basis at most of the airports at which our airport services business operates. Seven of our FBOs (including the heliport) are the only FBO at that airport, either because of the lack of suitable space at the airfield, or because the level of demand for FBO services at the airport does not support more than one FBO. The remaining twelve FBOs have one or more competitors located at the airport. FBO operators at a particular airport compete based on a number of factors, including location of the facility relative to runways and street access, service, value-added features, reliability and price. Our airport services business positions itself at these airports as a provider of superior service to general aviation pilots and passengers. Staff are provided with comprehensive training on an ongoing basis to ensure high and consistent quality of service. Our airport services business markets to high net worth individuals and corporate flight departments for whom fuel price is of less importance

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than service and facilities. While each airport is different, generally there are significant barriers to entry preventing new FBO competitors from entering the markets in which our airport services business operates, including limited availability of suitable land.

      There are nine competitors with operations at five or more U.S. airports, including Signature Flight Support, Landmark Aviation, Million Air Interlink, Trajen and Mercury Air. These competitors tend to be privately held or owned by much larger companies, such as BBA Group plc, The Carlyle Group and Allied Capital Corporation. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport or to compete for acquisitions. We believe that the airport authorities from which our airport services business leases space are satisfied with the performance of their FBOs and are therefore not seeking to solicit additional service providers.

Regulation

      The aviation industry is overseen by a number of regulatory bodies, the primary one being the FAA. At the FBO level, our airport services business is largely regulated by the local airport authorities through lease contracts with those authorities. Our airport services business must comply with federal, state and local environmental statutes and regulations associated in part with numerous underground fuel storage tanks. These requirements include, among other things, tank and pipe testing for tightness, soil sampling for evidence of leaking and remediation of detected leaks and spills. Our airport services business’ operations are subject to regular inspection by federal and local environmental agencies and local fire and airline quality control departments. With respect to environmental and compliance requirements, we expect to install fuel farm containment equipment in 2006 and secondary fuel containment equipment for our fuel trucks in 2007 to comply with new fuel farm containment requirements. We do not expect that compliance and related remediation work will have a material negative impact on earnings or the competitive position of our airport services business. To date, our airport services business has not received notice of any cease and abatement proceeding by any government agency as a result of failure to comply with applicable environmental laws and regulations.

Management

      The day-to-day operations management of our airport services business is undertaken by individual site managers. Local managers at each site are responsible for all aspects of the operations at their site. Responsibilities include ensuring that customer requirements are met by the staff employed at their sites and that revenue from the sites is collected, and expenses incurred, in accordance with internal guidelines. In order to maximize the revenue earned at the FBOs, local managers are, within the specified guidelines, empowered to make decisions as to fuel pricing and other services. In this way, our airport services business is able to respond to its customers’ needs efficiently and provide them with high quality service.

      Atlantic’s operations are managed and overseen by a group of senior personnel who, on average, have over 19 years experience in the aviation industry. Most of the business management team members have been employed at our airport services business (or its predecessors) for over 11 years and have established close and effective working relationships and understanding with local authorities, customers, service providers and subcontractors. These teams are responsible for, among other things, overseeing the FBO operations, setting strategic direction and ensuring compliance with all contractual and regulatory obligations.

      Atlantic’s head office is in Plano, Texas. The head office provides the business with central management and performs overhead functions, such as accounting, information technology, human resources, payroll and insurance arrangements. We believe our facilities are adequate to meet our present and foreseeable operational needs.

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Employees

      As of December 31, 2005, our airport services business employed over 1,080 employees at its various sites. Approximately 18% of employees are covered by collective bargaining agreements. We believe that employee relations at our airport services business are good.

Airport Parking Business

Overview

      Our airport parking business is the largest provider of off-airport parking services in the United States, measured by number of facilities, with 31 facilities comprising over 40,000 parking spaces and over 360 acres at 20 major airports across the United States, including six of the ten largest passenger airports. Our airport parking business, operating generally under the names “PCA,” “Avistar” or “SunPark,” provides customers with 24-hour secure parking close to airport terminals, as well as transportation via shuttle bus to and from their vehicles and the terminal. Operations are carried out on either owned or leased land at locations near airports. Operations on owned land or land on which our airport parking business has leases longer in term than 20 years (including extension options) account for a majority of operating income. The airport parking business had revenues of $59.9 million and operating income of $6.5 million for fiscal 2005, and total assets of $288.8 million at December 31, 2005 and $205.2 million at December 31, 2004. Revenues from our airport parking business comprised 19.6% of our total revenues in fiscal 2005.

      In 2002, the Macquarie Global Infrastructure Fund, together with other investors, acquired the ten off-airport parking facilities formerly owned and operated by the PCA Group. That transaction closed in December 2002, and the business commenced operations as Macquarie Parking. In October 2003, Macquarie Parking acquired the ten off-airport parking facilities of Airport Satellite Parking LLC, known as Avistar. Since that acquisition was completed, the two businesses have been operated as one merged business. Between October 2003 and December 23, 2004, the business acquired an additional four facilities.

Our Acquisition

      On the second day following our initial public offering, we acquired 100% of the ordinary shares in Macquarie Americas Parking Corporation, or MAPC, from the Macquarie Global Infrastructure Fund for cash consideration of $33.8 million (including transaction costs). At that time MAPC owned approximately 83% of the outstanding ordinary membership units in Parking Company of America Airports Holdings LLC, or PCAA Holdings. In turn, PCAA Holdings owned approximately 51.9% of the outstanding membership units in PCAA Parent LLC, or PCAA Parent. PCAA Parent is the 100% owner of a number of subsidiaries that collectively own and operate Macquarie Parking.

      On the same day, we also acquired all of the minority interests in PCAA Holdings for $6.7 million and 34.3% of the outstanding membership units in PCAA Parent for $23.3 million (in each case, including transaction costs). As a result of these transactions, we acquired in aggregate 100% of PCAA Holdings and 87.2% of PCAA Parent, and thereby acquired Macquarie Parking. The affairs of PCAA Parent are governed by its LLC agreement. PCAA Parent has a board of directors and PCAA Holdings has the right to appoint all members to the board of directors. Pursuant to the LLC agreement, most major decisions are referred to the board of directors of PCAA Parent, where decisions are made by majority vote.

      On October 3, 2005, our airport parking business acquired real property, and personal and intangible assets related to six off-airport parking facilities. These facilities are collectively referred to as “SunPark” and are located at airports in St. Louis, Philadelphia, Houston, Oklahoma City, Buffalo and Columbus. During 2005, our airport parking business also acquired a facility in Philadelphia, a leasehold facility in Cleveland and exercised the option to purchase previously leased property at existing facilities in Phoenix and Newark. In conjunction with the property acquisition in Phoenix, we consolidated our market presence to two facilities by not renewing the lease on a third facility. We contributed $17.8 million of the equity

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required to finance these transactions. The minority shareholders in our airport parking business did not contribute their full pro rata share of capital related to these acquisitions. As a result, our ownership interest in the airport parking business increased from 87.1% to 87.95%.

Industry Overview

      Airport parking can be classified as either on-airport (generally owned by the airport and located on airport land) or off-airport (generally owned by private operators). The off-airport parking industry is relatively new, with the first privately owned parking facilities servicing airports generally only appearing in the last few decades. Industry participants include numerous small, privately held companies as well as on-airport parking owned by airports.

      Airports are generally owned by local governments, which often do not operate or market their parking operations as effectively as the privately owned operators, as the parking operations do not form part of the airport’s core function. In many cases, on-airport parking facilities are managed by large parking facility management companies pursuant to cost-plus contracts that do not create incentives to maximize profitability. Most airports have historically increased parking rates rapidly with increases in demand, creating a favorable pricing environment for off-airport competitors.

      Airport parking facilities operate as “self-park” or “valet” parking facilities. Valet parking facilities often utilize “deep-stack” parking methods that allow for a higher number of cars to be parked within the same area than at a self-parking facility of the same size by minimizing space between parked cars. In addition, valet parking provides the customer with superior service, often allowing the parking rates to be higher than at self-park facilities. However, the cost of providing valet parking is generally higher, due to higher labor costs, so self-parking can be more profitable per car, depending upon land availability at an affordable cost, labor costs and the premium that can be charged for valet service.

      The substantial increase in use of the internet to purchase air travel through companies such as Expedia, Orbitz and Travelocity, as well as through airlines’ own websites, provides a strong co-marketing opportunity for larger off-airport parking operators that provide broad nationwide coverage at the busiest airports. In addition, we believe the highly fragmented nature of the industry provides strong consolidation opportunities for larger off-airport parking operators that benefit from economies of scale and national marketing programs, distribution networks and information systems.

Strategy

      We believe that we can grow our airport parking business by focusing on achieving operating efficiencies and internal growth, expanding marketing efforts and complementary acquisitions.

      Internal Growth. Our strategy includes:

•  increasing the level of services offered to customers, for example, by expanding the offering of free car washes, complimentary beverages, flight information monitors and automated e-ticket check-in services;

•  making improvements to our facilities, for example by constructing covered parking;

•  expanding capacity at capacity constrained locations, for example, by maximizing capacity at our existing locations through more efficient utilization of space, seeking additional leases at adjacent or nearby properties to existing locations, providing valet parking and utilizing “deep-stack” parking and installation of vertical stackers; and

•  ongoing development of pricing strategies designed to maximize revenue.

      Operating Efficiencies. Our business was enlarged with the acquisition of SunPark in October 2005 and we intend to pursue additional complementary acquisitions. We believe there are economies of scale that can be realized due to the increased size, in areas such as combined marketing programs, vehicles and equipment purchases and employee benefits.

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      Marketing. We intend to expand and improve our existing marketing strategies. These strategies include the development of an internet reservation capability, opening new distribution channels such as promotional agreements with additional airlines and travel agencies, improving the product offering for corporate accounts and providing personalized web pages and activity reports for corporate accounts. We also intend to integrate our brands and websites.

      Acquisitions. We believe we can grow through selective acquisitions and derive benefits from economies of scale, including revenue and marketing, head office, insurance, shuttle buses and other cost synergies. We believe the highly fragmented nature of the industry and the desire of owners for liquidity provide attractive acquisition candidates. Acquiring facilities at major airports where we do not currently have a facility would allow us to expand our nationwide presence, while opportunities in markets where we already have a presence should provide increased operating efficiencies and expanded capacity. These acquisitions can take the form of entering into new leases or purchasing land.

Business

Operations

      We believe our size and nationwide coverage and sophisticated marketing programs provide us with a competitive advantage over other airport parking operators. We aim to centralize our marketing activities and the manner in which we sell our services to customers. Individual location operations can focus on service delivery as diverse reservation services and customer and distribution channel relations are managed centrally. Our size and the diversity of our operations enable us to mitigate the risk of a downturn or competitive impact in particular locations or markets. In addition, our size provides us with the ability to take advantage of incremental growth opportunities in any of the markets we serve as we generally have more capital resources to apply toward those opportunities than single facility operators.

      Our nationwide presence also allows us to provide “one stop shopping” to internet travel agencies, airlines and major corporations that seek to deal with as few suppliers as possible. Our marketing programs and relationships with national distribution channels are generally more extensive than those of our industry peers. We market and provide discounts to numerous affinity groups, tour companies, airlines and online travel agencies. We believe most air travelers have never tried off-airport parking facilities, and we use these relationships to attract these travelers as new customers.

      Most of our customers fall into two broad categories: business travelers and leisure travelers. Business travelers are typically much less price sensitive and tend to patronize those locations that emphasize service, particularly prompt, consistent and quick shuttle service to and from the airport. Shuttle service is generally provided within a few minutes of the customer’s arrival at the parking facility, or the airport, as the case may be. Leisure travelers often seek the least expensive parking, and we offer substantial discounts and coupon programs to attract leisure travelers. In addition to reserved parking and shuttle services, we provide ancillary services at some parking facilities to attract customers to the facility and/or to earn additional revenue at the facility. Such services include car washes or auto repairs, either at no cost to the customer or for a fee.

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Locations

      We provide off-airport parking services at the following airports. Each airport is ranked according to the number of passenger enplanements (passengers boarding airplanes) sourced from FAA data for 2004:

								Acres
Airport	Facilities		(Valet)			Ranking		Owned		Leased
Hartsfield — Jackson Atlanta International		1					1		12.5		—
Chicago O’Hare International		1		(1	)		2		5.9		1.0
Dallas/ Fort Worth International		1					4		0.0		8.0
Denver International		1					5		40.3		0.0
Phoenix Sky Harbor International(a)		2					7		17.3		0.0
John F. Kennedy International		1		(1	)		8		2.7		1.7
Newark Liberty International		4		(2	)		12		18.1		14.3
San Francisco International		1					13		0.9		9.9
Philadelphia International		3		(3	)		17		8.7		1.5
La Guardia International		1		(1	)		20		0.0		4.9
Metropolitan Oakland International		3		(1	)		31		8.2		19.2
Pittsburgh International		1					32		23.3		29.0
Lambert-St Louis International		2					34		21.3		3.3
Cleveland, Hopkins International		1		(1	)		35		0.0		3.6
Memphis International		1					36		8.3		8.0
Houston, William P. Hobby		1					46		9.7		2.5
Bradley International		3		(2	)		49		0.0		39.5
Port Columbus International		1					55		—		18.4
Buffalo Niagara International		1					63		9.4		0.0
Oklahoma City, Will Rogers World Airport		1					69		22.0		0.0
Total		31		(12	)				208.6		164.8

(a)  As part of our consolidation of the Phoenix market, the lease at Phoenix Executive was not renewed in 2006 and the business was relocated to an existing facility.

Marketing

      Our marketing team continually develops new programs designed to maximize revenue growth. These include developing and refining our internet reservation capability, opening new distribution channels, improving the product offering for corporate accounts and providing personalized web pages and activity reports for corporate accounts. For example, our Express Club provides a premium service and discounts for the highest turnover valet customers in return for an annual membership fee. Further, following the events of September 11, 2001, members of the management team of our airport parking business and others established AirportDiscountParking.com, the first nationwide alliance of off-airport parking businesses which have locations at over fifty airports in the United States. Promotional agreements with airlines as well as traditional and internet travel agencies attracted prospective customers to the AirportDiscountParking.com websites for coupons, maps and directions. Since its inception, we believe AirportDiscountParking.com has accelerated the rate at which new customers are attracted to try our parking services for the first time. Marketing initiatives in 2005 included radio advertising and a relationship with Frontier Airlines.

      Our facilities operate under various trade names. We use the Parking Company of America name pursuant to a perpetual trademark licensing agreement.

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Competition

      Competition exists on a local basis at each of the airports at which we operate. Generally, airport parking facilities compete on the basis of location (relative to the airport and major access roads), quality of facilities (including whether the facilities are covered), type of service provided (self-park or valet), security, service (especially relating to shuttle bus transportation), price and marketing. We face direct competition from the on-airport parking facilities operated by each airport, many of which are located closer to passenger terminals than our locations. Airports generally have significantly more parking spaces than we do and provide different parking alternatives, including self-park short-term and long-term, off-airport lots and valet parking options. However, as the airports are government-owned, competitive dynamics of service and pricing are generally different than those experienced with privately owned competitors. The airports generally do not view parking operations as their core function, and their pricing strategy is often driven by the fiscal state of the airport authority, which often leads to sudden high price increases.

      We also face competition from existing off-airport competitors at each airport. While each airport is different, there generally are significant barriers to entry preventing new off-airport competitors from entering the markets in which we operate, including limited availability of suitable land of adequate size near the airport and major access roads, and zoning restrictions. While competition is local in each of the markets in which we operate, we face strong competition from several large off-airport competitors, including companies such as The Parking Spot, ParkNFly, Airport Fast Park and PreFlight Airport Parking (owned by General Electric) that have operations at five or more U.S. airports. In each market in which we operate, we also face competition from smaller, locally owned independent parking operators, as well as from hotels or rental car companies that have their own parking facilities. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport or to compete for acquisitions.

      Indirectly, we face competition from other modes of transportation to the airports at which we operate, including public transportation, airport rail links, taxis, limousines and drop-offs by friends and family. We face competition from other large off-airport parking providers in gaining access to marketing and distribution channels, including internet travel agencies, airlines and direct mail.

Regulation

      Our airport parking business is subject to federal, state and local regulation relating to environmental protection. We own a parcel of real estate that includes land that the Environmental Protection Agency, or EPA, has determined to be contaminated. A third party operating in the vicinity has been identified as a potentially responsible party by the EPA. We do not believe our parking business contributed to this contamination and we have not been named as a potentially responsible party. Nevertheless, we have purchased an environmental insurance policy for the property as an added precaution against any future claims. The policy expires in July 2007 and is renewable.

      We transport customers by shuttle bus between the airport terminals and its parking facilities, and its shuttle operations are subject to the rules and policies of the local airport. The airports are able to regulate or control the flow of shuttle buses. Some airport authorities require permits and/or levy fees on off-airport parking operators for every shuttle trip to the terminals. These regulations have not materially affected our airport parking business to date. If fees were to be significantly increased, we would seek to pass the increases on to our customers through higher parking rates, which could result in a loss of customers.

      The FAA and Transportation Safety Administration, or the TSA, generally have the authority to restrict access to airports as well as to impose parking and other restrictions near the airport sites. The TSA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. While we believe that existing regulations or the present heightened security at airports may be relaxed in the future, the existing 300 feet rule may benefit us as it has prevented some on-airport competitors from using a number of their existing parking spaces.

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      In addition, municipal and state authorities sometimes directly regulate parking facilities. We also may be affected periodically by government condemnation of our properties, in which case we will generally be compensated. We are also affected periodically by changes in traffic patterns and roadway systems near our properties and by laws and regulations (such as zoning ordinances) that are common to any business that deals with real estate.

Management

      The day-to-day operations of our airport parking business are managed by an operating management team located at head offices in Downey, California and Newark, New Jersey. Each site is operated by local managers who are responsible for all aspects of the operations at their site. Responsibilities include ensuring that customer requirements are met by the staff employed at their site and that revenue from the sites is collected and expenses incurred in accordance with internal guidelines.

Employees

      As of February 28, 2006, Macquarie Parking employed approximately 1,000 individuals. Approximately 22% of its employees are covered by collective bargaining agreements. We believe that employee relations at Macquarie Parking are good.

District Energy Business

Overview

      Our district energy business consists of Thermal Chicago and a 75% interest in Northwind Aladdin. We also own all of the senior debt of Northwind Aladdin. The remaining 25% equity interest in Northwind Aladdin is owned by Nevada Electric Investment Company, or NEICO, an indirect subsidiary of Sierra Pacific Resources. The district energy business had revenues of $43.4 million and operating income of $9.4 million for our 2005 fiscal year, and total assets of $245.4 million at December 31, 2005 and $254 million at December 31, 2004. Revenues from our district energy business comprised 14.2% of our total revenues in the 2005 fiscal year.

      Thermal Chicago operates the largest district cooling system in the United States. The system currently serves 98 customers under long-term contracts in downtown Chicago and one customer in Chicago outside the downtown area, and has signed contracts with two additional customers expected to start service between 2006 — 2009. Our district energy business provides chilled water from five modern plants located in downtown Chicago through a closed loop of underground piping for use in the air conditioning systems of large commercial, retail and residential buildings in the central business district. The first of the plants became operational in 1995, and the most recent came on line in June 2002. The total capacity of the downtown system is 83,900 tons of chilled water with deliverable capacity of approximately 94,400 tons due to the reduced rate arrangements with interruptible customers who, when called upon, could meet their own cooling needs during peak times.

      The table below provides summary data regarding the capacity of the downtown Chicago plants:

	Capacity
Plant	(Tons)
P-1		19,200
P-2		21,400
P-3		17,800
P-4		17,500
P-5		8,000

      Thermal Chicago also owns a site-specific heating and cooling plant, P-6, that serves a single customer in Chicago outside of the downtown area. The P-6 plant has the capacity to produce 4,900 tons of cooling and 58.2 million British Thermal Units, or BTUs, of heating per hour.

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      Northwind Aladdin owns and operates a stand-alone facility that provides cold and hot water (for chilling and heating, respectively) and back-up electricity generation to the Aladdin resort and casino and the adjacent Desert Passage shopping mall in Las Vegas, Nevada. Services are provided to both customers under long-term contracts that expire in 2020 with 90% of cash flows generated from the contract with the Aladdin resort and casino.

      The Northwind Aladdin plant has been in operation since 2000 and has the capacity to produce 9,270 tons of chilled water, 40 million BTUs of heating per hour and approximately 5 megawatts of electricity.

Our Acquisition

      On the day following our initial public offering, we acquired 100% of the membership interests in Macquarie District Energy Holdings, LLC, or MDEH, the holding company of our district energy business, from Macquarie Investment Holdings Inc., a wholly owned indirect subsidiary of Macquarie Bank Limited, for $67 million (including transaction costs) and assumed $120 million of senior debt that was used partially to finance the acquisition of Thermal Chicago and our interest in Northwind Aladdin.

      Prior to our initial public offering, Macquarie District Energy, Inc., or MDE, a wholly owned subsidiary of MDEH, acquired 100% of the shares in Thermal Chicago Corporation, the holding company for Thermal Chicago, from Exelon Thermal Holdings, Inc., a subsidiary of Exelon Corporation, or Exelon, for $135 million plus a working capital adjustment of $2.7 million, with no assumption of debt pursuant to a stock purchase agreement. Prior to our initial public offering, MDE also acquired all of the shares of ETT Nevada, Inc., which owns a 75% equity interest in Northwind Aladdin, and separately all of the senior debt in Northwind Aladdin from a wholly owned subsidiary of Exelon. The acquisition price for the shares and senior debt was $26.1 million plus a working capital adjustment of $2 million. In addition to the purchase prices under the purchase agreements, MDE incurred fees and other expenses of approximately $9 million in connection with the completion of the acquisition of Thermal Chicago and ETT Nevada, Inc. and required cash for debt service reserves of approximately $4 million.

Industry Overview

      District energy is the provision of chilled water, steam and/or hot water to customers from a centralized plant through underground piping for cooling and heating purposes. A typical district energy customer is the owner/manager of a large office or residential building or facilities such as hospitals, universities or municipal buildings. District energy systems exist in most major North American and European cities and some have been in operation for over 100 years. District energy is not, however, an efficient option for suburban areas where customers are widely dispersed.

      To provide district cooling, the system is filled with water obtained from the municipal system and chilled using electric chillers. Within the plant, a refrigerant gas is compressed into a liquid state. This liquid refrigerant is piped into a larger (less pressurized) chamber, allowing it to expand. The chamber is surrounded by water pipes. As part of the expansion process, the refrigerant absorbs heat from the water in the pipes into the expanding gas, causing the water to be chilled. The chilled water is then sent down a system of underground pipes to buildings where the thermal energy (cold) is transferred into the buildings’ internal systems. System water does not mix with in-building water; instead the thermal energy is transferred via a heat exchanger. Water is then returned to the plant for re-chilling through the same system. While the process is relatively simple, operating a district energy system at high levels of availability and optimum levels of efficiency is complex. The key operating risks are limited primarily to the availability of electricity (i.e., blackouts) and general system breakdowns (in either plant or distribution systems).

      District heating is the provision of steam or hot water through pipes for use as a heating source. The steam is generated through the burning of fuel to boil water in a boiler. The steam is distributed through underground piping. After the steam is used to heat the customer’s facility, the condensed steam is returned to the central plant.

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      Revenues from providing district energy services under contract are usually comprised of fixed capacity payments and variable usage payments. Capacity payments are made regardless of the actual volume of hot or cold water used. Usage payments are based on the volume of hot or cold water used.

      District energy systems are largely unregulated in the United States, although each multi-customer system usually has an agreement with the city in which it operates that provides permission to lay pipes under the streets (generally in the form of a use agreement or concession). The plans for laying these pipes need to be drawn up and provided to the city engineers for approval. Our district energy business is not subject to specific government regulation, however, our downtown Chicago operations are operated subject to the terms of a Use Agreement with the City of Chicago. See “— Business — Thermal Chicago — City of Chicago Use Agreement.”

Strategy

      We believe that we can grow our district energy business internally via capital expenditure and through acquisitions.

      Internal Growth. We plan to grow revenues and profits by increasing the output capacity of Thermal Chicago’s plants in downtown Chicago and adding new customers to the system. Over the past two years, minor system modifications have been made that increased capacity by 3,000 tons. In addition, efficiencies we have achieved at our plants and throughout our system have created approximately 9,000 additional tons of saleable capacity. A portion of this capacity will be used to accommodate four customers who will convert from interruptible to continuous service in mid-2006. The balance has been sold to new customers contracted in 2005 and early 2006.

      We anticipate spending up to $8.4 million over two years starting in 2007 for a system expansion that will increase saleable capacity by an additional 7,000 tons. This additional capacity will be available to serve existing and new customers. We anticipate entering into contracts or letters of intent with customers prior to committing to the capital expenditure.

      Acquisitions. We will seek to grow our district energy business through acquisitions of other district energy systems where these acquisitions can be made on favorable economic terms. The ownership of district energy systems in the United States is highly fragmented, and we believe the sector has potential for consolidation. Also, a number of diversified electric utilities with non-core district energy operations may seek to sell their systems. We anticipate that these systems, once acquired, will continue to be operated under the direct control of local management.

Business — Thermal Chicago

Operations

      Each chilling plant is manned when in operation and has a central control room from which the plant can be operated and customer site parameters can be monitored and controlled. The plant operators can monitor, and in some cases control, the functions of other plants allowing them to cross-monitor critical functions at the other plants. The control room at Plant 2 is set up as the primary system control room with extensive monitoring and control functions and is where the majority of day-to-day system operating decisions are made.

      Since the commencement of operations, there have been no unplanned interruptions of service to any customer. Occasionally, we have experienced plant or equipment outages due to electricity loss or equipment failure; however, in these cases we had sufficient idle capacity to maintain customer loads. When maintenance work performed on the system has required customer interruption, we have been able to coordinate our operations for periods of time to meet customer needs. The effect of major electric outages is generally mitigated since both customers and the plants are equally affected; the plants affected by the outages cannot produce cooling and affected customers are unable to use the cooling service.

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      Corrective maintenance is typically performed by qualified contract personnel and off-season maintenance is performed by a combination of plant staff and contract personnel.

Electricity Costs

      The largest and most variable direct expense of the operation is electricity. As a consequence, operating personnel historically manage this cost in accordance with a strategy that takes into account system hydraulic requirements and the costs and efficiencies of each plant. The efficient use of electricity at each plant will vary based on its design, operation and its electricity rate plan. In addition, at several plants, ice can be made overnight to store thermal energy when electricity costs are generally lower. This ice is then used during the day to chill water when electricity costs are highest.

      Electric utility restructuring legislation was adopted in Illinois in December 1997 to provide for a transition to a deregulated generation market scheduled for 2007. The new law provided Illinois electric utilities the opportunity to restructure their businesses, mandated a reduction in rates for residential customers and a rate freeze for customers under bundled rate plans, and allowed customers the opportunity to remain on their bundled rate plan or achieve savings by purchasing electricity supply from alternative retail energy suppliers. The legislation also included a provision for electric utilities, in our case ComEd, to collect a customer transition charge, or CTC, from customers who choose to purchase electricity from an alternative retail energy supplier or those who elect ComEd’s Power Purchase Option, or PPO, during the transition period as opposed to the bundled rate plans. The CTC allowed ComEd to recover some of its costs that might otherwise be unrecoverable under market-based rates. Due to the recent rise in market-based cost of power, CTCs have fallen.

      Three of Thermal Chicago’s plants currently participate in the PPO plan due to the economic advantages of the lower delivery service costs. In the beginning of each calendar year, ComEd calculates the rates to be charged under the PPO plan, including the CTC for each participant, with new rates becoming effective beginning each May. Under the terms of the PPO plan, if the CTC of any participant is reduced to zero, that participant becomes ineligible to purchase electricity under the PPO plan. With the recent high cost of market-based power, ComEd’s calculation of our CTCs at the beginning of 2006 is zero. As a result, the three plants will no longer be able to purchase electricity under the PPO plan effective May 2006.

      Effective May 1, 2004, ComEd became an integrated member of the PJM interconnection regional transmission organization (PJM). As a result, ComEd began to pass on PJM transmission charges to its customers that procure energy from retail energy suppliers. PJM transmission charges are passed to Thermal Chicago at the one plant currently supplied by a retail energy supply contract. As the PPO contracts with each of our other three plants expire, we expect that ComEd will pass through these costs to these three plants.

      We have reviewed our options to purchase power for the remainder of 2006 and have entered into a contract to purchase electricity with a retail energy supplier. Based on an historically normal level of electricity usage, we estimate our electricity costs will increase by $750,000 for the remainder of 2006. We believe we can mitigate this impact through a combination of operational and strategic initiatives and offsets from our contract escalators. Had we remained on the PPO contracts and based on an historically normal level of electricity usage, we estimate our electricity costs would have increased by $1.1 million due to the revised PPO rates determined by ComEd in early 2006.

      The Illinois electricity markets are expected to deregulate beginning in January 2007 and we will be required to enter into new electricity purchase arrangements effective at that time. ComEd has proposed a procurement process referred to as a reverse-auction. In a reverse-auction, the independent auction manager sets the opening bid — designed to attract more supply than needed — and then manages successive rounds of descending bids until just enough supply is committed at the lowest possible price to meet customer needs. Under this process, regulated electric utilities in Illinois will procure electricity on behalf of certain customers in a reverse-auction process and pass through the costs of that electricity to its customers. Large users, including Thermal Chicago Corporation, are typically excluded from this process. Although the Illinois Commerce Commission, or ICC, has approved the proposed reverse-auction process,

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its adoption is still subject to political and legal challenge. On February 24, 2006, legislation to extend the current rate freeze in Illinois for an additional three years was introduced in the Illinois general assembly. However, there is no assurance that such proposed legislation would become law in a timely manner or at all.

      The market prices of electricity available to us are likely to reflect prices established in the reverse-auction process. Market prices of electricity in Illinois are also affected by changes in natural gas prices, which have been very volatile, but overall have increased significantly over the past year. We cannot predict the market prices for electricity that we will face beginning in 2007 but we anticipate, based on current market dynamics, that electricity will cost substantially more in 2007 than in the second half of 2006, as discussed above.

      In addition, on August 31, 2005, ComEd filed a rate case with the ICC, which seeks, among other things, to increase delivery rates in a manner that we believe disproportionately impacts larger users of electricity. If the rate case is approved as currently proposed, our electricity costs would increase by an additional $2 million annually. We have joined a consortium of large users to challenge ComEd’s rate increase. On December 23, 2005, ICC staffers filed an objection to ComEd’s initial request to raise its delivery charge. Instead, they are calling for a slight decrease on the basis that the utility is trying to pass on too many administrative and other costs to customers. In addition, the Citizens’ Utility Board and other government agencies have filed testimony with the ICC refuting ComEd’s rationale for an increase in its delivery rates. The results of the rate case are not expected to be known until at least the third quarter of 2006.

Customers

      We currently serve 98 customers in downtown Chicago and one outside the downtown area and have signed contracts with two additional customers expected to begin service between 2006 — 2009. These customers comprise a diverse customer base consisting of retail stores, office buildings, residential buildings, theaters and government facilities. Customers include a number of landmark Chicago buildings. Office and commercial buildings comprise approximately 70% of the customers. No one customer accounts for more than eight percent of total contracted capacity and only three customers account for more than five percent of total contracted capacity each. The top 20% of customers account for approximately 62% of contracted capacity.

      Our downtown district energy system has sold 85,492 tons of cooling capacity pursuant to contracts under which it is obligated to provide 72,617 tons of continual service and 12,875 tons of chilling capacity to interruptible customers. Service to interruptible customers may be discontinued at any time and in return interruptible customers pay lower prices for the service. We are able to sell continual service capacity in excess of the capacity of our system because customers do not all use their full capacity at the same time. Because of this diversity in customer usage patterns, we have not had to discontinue service to interruptible customers since the initial phases of system construction. Four interruptible customers will become customers requiring continual service in mid-2006. The total interruptible capacity contracted to these four customers is approximately 6,700 tons and we have the system capacity to accommodate this conversion. The conversion of these customers will lead to revenue increases of approximately $1 million per year as these customers will lose their applicable price discounts.

Customer Contracts — General

      We enter into contracts with the owners of the buildings to which the chilling service is provided. The terms of customer contracts vary from customer to customer. Approximately half of our customer contracts expire in the period from 2016 to 2020. The weighted average life of customer contracts as of December 31, 2005 is approximately 14 years.

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Customer Contract Expiry

      At expiration, 64% of our customer contracts either automatically renew unless our district energy business terminates them or are silent in relation to renewal. This effectively gives us the ability to re-price these contracts at expiry unless our customers choose to use an alternative source for chilled air. The automatic renewal terms range from five to ten years. The rest of the customer contracts provide the customer with the option to renew the contract at the existing contract pricing for similar renewal terms of five to ten years.

      Because of a lack of competition from other district energy systems and district energy’s advantages over alternative sources of cooling for customers, we believe that a high percentage of our existing contracts will be renewed at expiry. See “— Competition.”

Contract Pricing

      Customers pay two charges to receive chilled water services: a fixed charge, or capacity charge, and a variable charge, or consumption charge. The capacity charge is a fixed monthly charge based on the amount of chilled water that we have contracted to make available to the customer. The consumption charge is a variable charge based on the volume of chilled water actually used during a billing period.

      Adjustments to the capacity charge and consumption charge occur periodically, typically annually, either based on changes in certain economic indices or, under some contracts, at a flat rate. We make the necessary adjustments and then invoice the customer appropriately. Capacity charges generally increase at a fixed rate or are indexed to the Consumer Price Index, or CPI, which is a broad measure of inflation. Consumption charges are generally indexed to changes in a number of economic indices. These economic indices measure changes in the costs of electricity, labor and chemicals in the region in which we operate. While the indices used vary from contract to contract, consumption charges in 90% of our contracts (by capacity) are indexed to indices weighted at least 50% to increases in the Midwest producer price index for commercial electric power, with the balance indexed to costs of labor and chemicals. Hence 45% or $7.2 million of our 2005 consumption revenue for Thermal Chicago is linked to the Midwest producer price index. This weighting is comparable to the composition of Thermal Chicago’s direct expenses, excluding non-cash items, of approximately 50% which are for electricity. The producer price index reflects the cost of electricity across a broad geographic region in the Midwest and, as a result, does not fully reflect changes in electricity costs that occur locally. Changes in this index, which are not in our control, combined with recent significant increases in local power prices, are likely to result in our electricity costs increasing significantly without a corresponding increase in contracted revenues to fully offset the cost. In addition, because our contracts typically adjust consumption charges annually, there is likely to be a significant lag before changes in market prices of electricity are reflected in our contracts overall. We are currently evaluating the components and calculation of the producer price index and alternative contractual price adjustment options to determine whether our contract provisions will allow us to better offset recent increases in electricity costs described above.

Other Contract Terms

      Events of Default and Contract Termination. Customer contracts generally permit termination by the customers if, after an appropriate cure period, we fail to provide the chilled water service or otherwise fail to comply with the terms of the contract. We can terminate the contracts if, after an appropriate cure period, customers fail to make payments to us or otherwise fail to comply with the terms of the contract.

      Make Whole Payments. Except for four contracts that comprise approximately 3% of capacity sold, if a customer wishes to terminate a contract early or we terminate the contract for customer default, then the customer is required to pay a lump sum. While the formulas vary across contracts, the basic principle is that the lump sum payment enables us to recover a portion of the capital that we invested to provide the service to the customer.

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      System Failure Damage. If the chilling system fails for reasons other than temporary shutdown for maintenance or force majeure and we default under our contracts, we are generally liable to some degree for damages to the customer. The most common forms of system failure damages provided by the terms of the customer contracts are:

•  capacity charges are abated, typically after three to five consecutive days of no chilled water service;

•  our district energy business becomes responsible for all resulting losses and damages; and

•  our district energy business becomes responsible for all costs of renting and installing temporary chilling equipment.

      Losses and damages are typically defined in the contracts, and in these cases are restricted to physical damages to property, etc. Some contracts are vague in regard to the definitions of losses and damages and therefore give rise to the risk of suit for consequential damages. As a result of these potential damages, we seek to operate with a high level of reliability and an appropriate level of redundancy.

      Change of Ownership Assignment. Generally, the customer is required to obtain our consent to assign its obligations under the contract (which may occur if the customer wishes to sell the property to which we provide service). In some cases, the contract may be assigned without our consent, provided that the assignee meets certain credit standards.

Seasonality

      Approximately half of our revenues come in the form of capacity charges and half in the form of consumption charges. Consumption revenues are higher in the summer months when the demand for chilled water is at its highest and as a consequence, approximately 80% of consumption revenue is received in the second and third quarters of each year. Consumption payments also fluctuate from year to year depending on weather conditions.

Competition

      Thermal Chicago is not subject to substantial competitive pressures. Pursuant to customer contracts, customers are generally not allowed to cool their premises by means other than chilled water service provided by our district energy business. The exception is when we cannot or choose not to provide additional capacity. The customer also may be allowed to operate separate cooling units to be used as back-up for critical operations.

      In addition, the major alternative cooling system available to building owners is the installation of a stand-alone water chilling system (self-cooling). While we consider that competition from self-cooling exists, we do not consider that it has a material impact on the likelihood that the current contracts will be renewed at their scheduled maturity. Installation of a water chilling system (or refurbishment of retired systems for customers who once self-cooled) requires significant building reconfiguration and space and capital expenditure by our customers, whereas our district energy business has the advantage of economies of scale in terms of plant efficiency, staff and power sourcing.

      We believe competition from an alternative district energy system in the Chicago downtown market is unlikely. There are significant barriers to entry including the considerable capital investment required, the need to obtain City of Chicago consent and the difficulty in obtaining sufficient customers given the number of buildings in downtown Chicago already committed under long-term contracts to the use of the system owned by us.

City of Chicago Use Agreement

      We are not subject to specific government regulation, but our downtown Chicago operations are operated subject to the terms of a Use Agreement with the City of Chicago. The Use Agreement establishes the rights and obligations of our district energy business and the City of Chicago for the utilization of certain public ways of the City of Chicago for the operation of our district cooling system. Under the Use

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Agreement, we have a non-exclusive right to construct, install, repair, operate and maintain the plants and facilities essential in providing district cooling chilled water and related air conditioning service to customers. The principal provisions of this agreement are summarized below:

•  we are required to pay the City of Chicago annually for the right to use the public ways the greater of (i) $552,000 or (ii) 3% of the total revenue related to the operation, lease, exchange or use of our district cooling system, subject to the City of Chicago’s right to adjust compensation every five years. If the compensation rate is adjusted to exceed 4% of total revenue, then we have certain rights, including arbitration, to dispute the rate increase. We also pay certain surcharges for the use of the City of Chicago’s tunnels;

•  the City of Chicago retains the right to use the public ways for a public purpose and may request that we remove, modify, replace or relocate our facilities at our expense;

•  we are required to post a surety bond or provide a letter of credit in the amount of $5 million to ensure our performance obligations;

•  the City of Chicago has the right to contract with us and our affiliates for the provision of a chilled water service under no less favorable than the most advantageous terms and conditions offered to and accepted by any of our other customers in similar or identical transactions;

•  any expansion of our plants and facilities requires approval by ordinance of the City Council of Chicago; and

•  a prior approval of the City Council of Chicago will be required in the event of a change in control or any transfer or assignment of the Use Agreement.

      The Use Agreement expires on December 31, 2020. Any proposed renewal, extension or modification of the Use Agreement will be subject to the approval by the City Council of Chicago. Prior to the expiration date, the agreement may be terminated by the City of Chicago for uncured material breaches of its terms and conditions by us. If we install any facilities that are not properly authorized under the Use Agreement or if the district cooling system does not conform with the standards generally applied by the City of Chicago, the City of Chicago may impose upon us liquidated damages in the amount of $6,000 per day if we fail to remove, modify, replace or relocate our facilities when requested by the City of Chicago.

Management

      The day-to-day operations of our district energy business are managed by an operating management team located in Chicago, Illinois. Our management team has a broad range of experience that includes engineering, construction and project management, business development, operations and maintenance, project consulting, energy performance contracting, and retail electricity sales. The team also has significant financial and accounting experience.

Business — Northwind Aladdin

Customers

      Approximately 90% of Northwind Aladdin’s cash flows are generated from a long-term contract with the Aladdin resort and casino, with the balance generated from a contract with the Desert Passage shopping mall. The Aladdin resort and casino is located at the center of Las Vegas Boulevard in Las Vegas and includes a 2,567-room hotel, a 100,000 square foot casino and a 75,000 square foot convention and conference facility. Additional buildings are being constructed on the Aladdin property and the Northwind Aladdin plant has the capacity to serve the buildings.

      In 2001, the then owner of the Aladdin resort and casino filed for bankruptcy protection under Chapter 11. Pursuant to a settlement agreement approved by the bankruptcy court, Opbiz, LLC, a consortium comprised of Starwood Hotels and Resorts, Robert Earl, the chairman of Planet Hollywood, and Bay Harbor Management acquired the Aladdin resort and casino in September 2004 for approximately

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$600 million including the assumption of debt and equity commitments. Opbiz also assumed the obligations of the Aladdin resort and casino under the contract with Northwind Aladdin.

Contracts

      The existing customer contracts with Aladdin resort and casino and the Desert Passage shopping mall both expire in February 2020. At expiry of the contracts, the plant will either be abandoned by us and ownership will pass to the Aladdin resort and casino for no compensation, or the plant will be removed by us at the cost of the Aladdin resort and casino.

Operations

      The Northwind Aladdin plant has been in operation since 2000 and has the capacity to produce 9,270 tons of chilled water, 40 million BTUs of heating per hour and approximately 5 megawatts of electricity. The plant is manned 24 hours a day. The plant supplies district energy services to its customers via an underground pipe system.

Northwind Aladdin LLC Limited Liability Company Agreement

      Northwind Aladdin LLC’s limited liability company agreement, or the operating agreement, dated March 18, 1999 (as amended on March 15, 2002) provides for, among other things, the ownership rights of its members, NEICO, and ETT Nevada, Inc., respectively. The operating agreement provides that the business and affairs of Northwind Aladdin are managed by or under the direction of a board of managers to which ETT Nevada, Inc. is entitled to appoint three members and NEICO is entitled to appoint one member. Provided all members of the board of managers are present, decisions of the board of managers require the approval of three of the four directors, except for certain reserved matters, including approval of the budget and capital calls, which require unanimous approval. With respect to amendments to the operating agreement, the approval of members owning not less than 80% of the interests is required in addition to unanimous board approval. In the event of a deadlock, the dispute is referred to the chief executive officers of the ultimate parent companies of the members and, if the deadlock remains unresolved, the members can elect to exercise a buy-out mechanism.

Employees

      Our district energy business has 44 full-time employees and one part-time employee. There are 35 plant staff members employed under the terms of contracts with the International Union of Operating Engineers. On December 19, 2005, contracts covering unionized employees were renewed for another three years effective January 15, 2006. In Las Vegas, the contract term is currently four years and expires on March 31, 2009.

Toll Road Business

Overview

      Connect M1-A1 Limited operates the M1-A1 Link Road, or Yorkshire Link, a highway of approximately 19 miles in length that links the M1 and M62 highways south of Leeds and the A1 highway south of Wetherby in England. Connect M1-A1 Limited is responsible under a concession with the U.K. government’s Transport Secretary for the design, building, financing and operation of Yorkshire Link, until 2026. Yorkshire Link is part of the U.K. national highway network and provides a major road link for both national and regional traffic. It also serves a local function by providing a bypass around Leeds and access to the East of Leeds area. Connect M1-A1 Limited had revenue of £47.1 million and operating income of £34.4 million during the year ended March 31, 2005.

      In return for building and operating Yorkshire Link, Connect M1-A1 Limited receives revenues under a shadow tolling system. Under a shadow tolling system, road users do not pay tolls; instead, the U.K. government pays fees or “shadow tolls” to Yorkshire Link based on the volume of user traffic on Yorkshire

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Link. Revenue is subject to a predetermined cap, but is protected from reductions in traffic to the extent that projected traffic exceeds the capped revenue level. Traffic has been steadily growing over time.

Our Acquisition

      On December 22, 2004 we acquired 100% of Macquarie Yorkshire Limited, or Macquarie Yorkshire, from Macquarie European Infrastructure plc, or MEIP, an entity that is a member of the Macquarie Infrastructure Group, or MIG, for a total purchase price of $84.7 million including transaction costs. MIG is an infrastructure fund managed by the Macquarie Group that is listed on the Australian Stock Exchange.

      Macquarie Yorkshire owns 50% of Connect M1-A1 Holdings Limited, or CHL, which owns 100% of Connect M1-A1 Limited. Connect M1-A1 Limited is the holder of the Yorkshire Link concession. The remaining 50% interest in CHL is held by Balfour Beatty, one of the United Kingdom’s leading construction companies, concession owners, infrastructure service operators and maintenance providers, for whom the U.K. road sector is a core business.

      We set aside a further £1 million (USD $1.9 million) of the cash acquired through our acquisition of Macquarie Yorkshire to cash collateralize a letter of credit of the same amount required by a lender to Connect M1-A1 Limited as security for funding breakage costs on their fixed rate loan. This cash was released in the fourth quarter 2005 when certain financial tests were met by Connect M1-A1 Limited.

Industry Overview

      Toll roads exist in almost every developed country in the world. Using “user pays” tolls to finance the development of essential road infrastructure represents an alternative to imposing general tax increases. Over the past 25 years, governments in various countries, including Australia and the United Kingdom, faced with fiscal pressures and growing needs for new road infrastructure have sought to have the private sector develop new toll roads. This privatization offers several advantages for governments, including allowing a transfer of development risk, the risk of construction time and cost overruns, actual traffic usage and future maintenance costs, to the private sector.

      In spite of the trend toward privatization, significant impediments limit new road construction. These include required governmental and environmental permits and approvals, scarcity of available land on which to build and significant time and upfront construction costs. For example, construction of Yorkshire Link took approximately three years and cost approximately £300 million.

      Operational toll roads are generally attractive to owners in that road traffic growth, and therefore revenue growth, has historically been quite predictable.

      The use of shadow toll road programs has an established history of operations in the United Kingdom. Yorkshire Link is one of eight shadow toll road programs implemented by the U.K. government since 1996 and was one of the first road programs procured under the U.K. government’s Private Finance Initiative. As compared to a toll road, the shadow tolling system provides a benefit to owners by not requiring the construction and staffing of tollbooths. Sensors embedded in the road surface count the number of cars and trucks traveling on the road. The U.K. government then pays a “shadow toll” on the basis of the traffic volume and the only revenues that need to be accounted for are for payments that are received monthly from the Transport Secretary. Drivers, in turn, do not have to contend with the delays caused by tollbooths.

Business

Operations

      In March 1996, Connect M1-A1 Limited signed a concession with the Transport Secretary to design, build, finance and operate Yorkshire Link for a 30-year contract term in return for shadow tolling revenues. Pursuant to the concession, Yorkshire Link must be operated and maintained by Connect M1-A1 Limited throughout the 30-year period. The concession expires in 2026, when Connect M1-A1 Limited will no longer be entitled to receive revenues and will not be responsible for the maintenance of Yorkshire Link.

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      Construction on Yorkshire Link was completed in 1999, and vehicles began using the road that same year. Yorkshire Link is a mature operational phase road with six years of operational history. Therefore, a base level of traffic has been established, and there is substantial management experience within Connect M1-A1 Limited in operating Yorkshire Link.

Concession Revenue

      Pursuant to the concession, shadow toll revenue paid by the Transport Secretary is based on two factors:

•  Traffic Volume. The volume of traffic using Yorkshire Link is categorized either as heavy goods vehicles, which are vehicles over 17 feet in length, such as trucks, and other vehicles, such as cars and motorcycles. Vehicles are counted by traffic measuring equipment placed along the length of the road. For traffic measurement purposes, the total length of all the sections of Yorkshire Link is 26.3 kilometers (16.4 miles).

•  Fees. A fee per vehicle-kilometers, or vkms, which varies annually, is determined based upon the type of vehicle and the number of vkms in various (4) “bands,” pursuant to a formula.

Calculation of Revenue

      The amount payable to Connect M1-A1 Limited for each vkm traveled by heavy goods vehicles and other vehicles is determined through the use of bands. Each vehicle category has four traffic volume bands, and different amounts are payable per vkm in each band.

      Historical revenue calculations under each band are as follows:

      For the concession year ended March 31, 2005, other vehicles traffic was 634.8 million vkms, and revenue calculations were as follows:

Band	vkms	Payment		Revenue
	(In millions)	(Pence per vkm)		(£ in millions)
1	0 - 403.1		4.76		£19.2
2	403.1 - 511.1		3.65		3.9
3	511.1 - 653.1		3.19		3.9
4	Over 653.1		—		—
					£27.0

      For the concession year ended March 31, 2005, heavy goods vehicles traffic was 148.4 million vkms, and revenue calculations were as follows:

Band	vkms	Payment		Revenue
	(In millions)	(Pence per vkm)		(£ in millions)
1	0 - 127.2		13.91		£17.6
2	127.2 - 147.2		10.94		2.2
3	147.2 - 161.2		14.84		0.2
4	Over 161.2		—		—
					£20.0

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      For the concession year ended March 31, 2004, other vehicles traffic was 624.8 million vkms, and revenue calculations were as follows:

Band	vkms	Payment		Revenue
	(In millions)	(Pence per vkm)		(£ in millions)
1	0 - 395.2		4.79		£18.9
2	395.2 - 503.2		3.60		3.9
3	503.2 - 645.2		3.15		3.8
4	Over 645.2		—		—
					£26.6

      For the concession year ended March 31, 2004, heavy goods vehicles traffic was 144.6 million vkms, and revenue calculations were as follows:

Band	vkms	Payment		Revenue
	(In millions)	(Pence per vkm)		(£ in millions)
1	0 - 124.1		14.08		£17.5
2	124.1 - 144.1		10.80		2.2
3	144.1 - 158.1		14.64		0.1
4	Over 158.1		—		—
					£19.8

      Each year the bands are adjusted and payments per vkm of traffic in the various bands are subject to a series of escalation adjustments as follows:

•  band 1 increases in size each year by 2% for other vehicles and 2.5% for heavy goods vehicles. Bands 2 and 3 are also increased to maintain a constant width in vkms, and Band 4 has no upper limit. In addition, the payment per vkm of traffic for Band 1 is reduced by an equivalent proportion. The net effect of these changes is that if annual traffic is above Band 1, then the revenue generated from Band 1 remains constant, ignoring the other two revenue adjustments discussed below. The same result applies if annual traffic is above Band 2 and Band 3 — revenue generated from those bands remains constant, ignoring the other two revenue adjustments discussed below;

•  the payments per vkm of traffic in each of the bands are partially indexed to movement in the U.K. Retail Price Index, a measure of inflation in the United Kingdom. Band 1 payments per vkm are escalated by 38% of the Retail Price Index and Bands 2 and 3 by 40% of the Retail Price Index each year;

•  it should be noted that in the absence of traffic growth or inflation, total revenues will decline through time as a consequence of these band adjustments; and

•  a final global factor, which varies from time to time, is applied to the payment per vkm of traffic in all bands. This global factor remains constant until September 2007, when it decreases by 0.2% and then increases in September 2010 by 8.9%. In March 2014, this global factor will have the effect of reducing revenue per vkm significantly, and less significant downward revisions will also occur in 2017 and 2020. These global factors were set in 1996 when the concession was signed, the purpose of which was to ensure that revenues generally followed the underlying cost profile of Connect M1-A1 Limited (as originally projected) and, in particular, its debt service obligations. The current debt repayment schedule recognizes and accommodates these revenue reductions in the future.

      Adjustments are also made for lane closure charges and certain other matters, if required. Lane closure charges have been very minor to date, and they have been largely passed through to subcontractors responsible for such lane closures. The calculation is made within a few months after the end of the concession year when all the required variables have been determined.

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      Under the concession, the Transport Secretary makes provisional payments to Connect M1-A1 Limited each month, equal to the previous year’s traffic payment divided by twelve. In practice, it may take a few months to agree on the final traffic payment for each concession year, in which case monthly provisional payments continue at the prevailing rate. When the payment due to Connect M1-A1 Limited under the concession has been finally calculated, there is an annual reconciliation so that any under- or over-payment to date is corrected. The traffic payment for the year ended March 31, 2005 was £46.162 million. As a result, in the concession year ending March 31, 2006, Connect M1-A1 Limited has provisional payments of approximately £3.93 million (USD $6.86 million) per month. Year to date vehicle kilometers is 2.0% under forecast for heavy goods vehicles and 1.0% under forecast for other vehicles.

Factors Likely to Affect Future Traffic Flows

      We believe that there is one new road development, the East Leeds Link, that will affect future traffic flows on Yorkshire Link. It is a new road connecting an existing junction near the midpoint of Yorkshire Link to Leeds city center. We expect that East Leeds Link will slightly increase traffic on Yorkshire Link when it opens. It is scheduled to open in 2008.

      The West Yorkshire Local Transport Plan, or LTP, which was published in 2000, sets forth the local context for transportation in which Yorkshire Link operates, although Yorkshire Link also carries longer-distance traffic and is less sensitive to local factors than the surrounding local roads. The target for traffic growth on all roads in West Yorkshire established by the LTP is 5% from 1999 to 2011. This compares with U.K. government forecasts of between 8.5% and 15.2% for the region over the same period.

      The LTP also includes plans for the Leeds Supertram network of three tram lines, which may have some negative impact on growth of Yorkshire Link traffic. The lines were programmed to be fully operational in 2007, but the project has been subject to delays and it now looks unlikely to proceed in the foreseeable future.

Operations and Maintenance

      Under the terms of the concession, Connect M1-A1 Limited is responsible for the operation and maintenance of Yorkshire Link. Connect M1-A1 Limited is also responsible for the lighting and associated energy costs and the communications systems on the road. The police are responsible for managing traffic flow, although Connect M1-A1 Limited is required to provide assistance in the event of accidents.

      The operations and maintenance activity and the management of the concession requirements are managed and coordinated by a small operations team consisting of a staff of six seconded from Balfour Beatty. The cost of the management team is recovered from Connect M1-A1 Limited based on a cost-plus formula. Operations have been substantially subcontracted under contracts of varying duration. There are an additional 14 full-time employees of subcontractor organizations on site. These subcontractor contracts represented approximately 60% of the routine maintenance costs for the 2005 concession year.

      Connect M1-A1 Limited has met the operational requirements of the concession over the six years it has operated and maintained Yorkshire Link. The operations and maintenance requirements of the concession can be described in the following categories:

•  routine operations and maintenance, including landscape management, cleaning work, replacing faulty lighting, repairing fencing and crash barriers resulting from traffic accidents, maintaining the communications and traffic counting equipment, structural inspections, spreading salt and clearing snow and periodically verifying the traffic counting data; and

•  periodic maintenance, consisting mainly of repair, resurfacing and reconstruction work that is required from time to time to restore basic qualities, such as skid resistance, to the road pavement, and to extend the life of the road by adding extra strength to meet increased traffic loadings.

      There are penalty point and warning notice provisions in the concession that may be imposed if there are deficiencies in the way Connect M1-A1 Limited manages its operations and maintenance responsibili-

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ties. Connect M1-A1 Limited has not received any penalty points or warning notices since Yorkshire Link opened.

Traffic Counting

      Traffic is counted by traffic measurement equipment, which has been installed in accordance with the specifications of the U.K. Highways Agency. Traffic is counted in each direction at nine sites that lie between each junction of Yorkshire Link. At each site, each lane, including the hard shoulder, is equipped with a pair of electromagnetic inductive loops buried in the roadway. The loops detect passing vehicles and record the passage in a counter unit. The loops also enable the length of vehicles to be measured in order to categorize vehicles into heavy goods vehicles and other vehicles. Software in the roadside equipment compares the output from adjacent lanes and automatically allows for the effects of vehicles straddling lanes. Periodic reports generated from a central computer form the basis of the annual calculation of vkms on which payment to Connect A1-M1 Limited is based. When data is missing or corrupted, a patching procedure to which the U.K. Highways Agency has agreed is used to estimate the missed vehicles. In addition, traffic flows are recorded on video and compared with loop data for consistency.

Warranty for Defects

      Connect M1-A1 Limited subcontracted the design and building of Yorkshire Link to a construction joint venture consisting of Balfour Beatty CE Ltd. and Skanska Construction U.K. Ltd. In addition to the construction of the new route, the initial construction works included improvements to sections of the existing road.

      The construction joint venture is obligated under a twelve-year warranty for latent defects that expires in 2011. The construction joint venture also has extended the warranty to cover defects in the sections of the road that were in existence when its works began. The construction joint venture has indemnified Connect M1-A1 Limited in respect of any consequential losses, except in relation to the sections of the existing road, and any lane closure charges that may be incurred as a result of such defects. The obligations of the construction joint venture partners are joint and several, and they are supported by guarantees from Balfour Beatty and Skanska AB. Cracking defects have been identified on the road surface on certain sections of Yorkshire Link and these have required resurfacing repairs to be carried out at the construction joint venture’s expense. Connect M1-A1 Limited believes any such further defects would be the responsibility of the construction joint venture, which is investigating the problem with the help of its consultants. Connect M1-A1 Limited is waiting to receive a proposal from the construction joint venture as to how the construction joint venture intends to deal with the problem in the longer term.

Employees

      Connect M1-A1 Limited has no employees. All operational staff are either employed by Balfour Beatty and seconded to Connect M1-A1 Limited or employed by the various subcontractors.

Shareholders’ Agreement

      We are a party to a shareholders’ agreement with Balfour Beatty that governs the relationship of the shareholders in CHL (formerly Yorkshire Link (Holdings) Limited) and Connect M1-A1 Limited (formerly Yorkshire Link Limited). The shareholders’ agreement effectively requires the consent of Macquarie Yorkshire and Balfour Beatty for any decisions relating to these companies.

      Based on current shareholdings, Macquarie Yorkshire and Balfour Beatty are each allowed to appoint three directors to the boards of CHL and Connect M1-A1 Limited. Currently, each has appointed two directors. Voting is pro rata with the shareholding being represented. All routine matters are decided by majority vote. Certain matters are reserved and determined on the basis of approval by not less than 90% of total shares. Such matters include amending the shareholders’ agreement or the constitutional documents of CHL or Connect M1-A1 Limited, the winding up of CHL or Connect M1-A1 Limited, acquisitions and disposals of companies by CHL or Connect M1-A1 Limited, and tendering for new work by CHL or

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Connect M1-A1 Limited. In addition, certain other matters relating to CHL and Connect M1-A1 Limited are reserved, requiring approval of directors appointed by a shareholder holding not less than 49% of the total shares. The shares of CHL and Macquarie Yorkshire are subject to preemption rights, and, in CHL’s case, they also are subject to tag-along rights by shareholders owning more than 5% of the total shares.

      In addition, the shareholders’ agreement requires all post-tax profits to be paid to shareholders as dividends, to the extent permitted by law and subject to making prudent reserves.

Our Investment in MCG

Overview

      MCG is an investment vehicle that has been listed on the Australian Stock Exchange, or ASX, since August 2002. MCG’s mandate is to acquire investments in communications infrastructure, such as broadcast transmission towers, wireless communications towers and satellite infrastructure, around the world. We have invested in MCG because it seeks to provide investors with sustainable dividend yields and the potential for capital growth through investments in communications infrastructure businesses or assets. Currently, MCG has two investments. MCG owns a 100% holding in Broadcast Australia, an Australian television and radio broadcast transmission provider, and a 54% interest in Arqiva (formerly ntl:Broadcast) that it acquired on January 31, 2005. Arquiva is a provider of broadcast transmission and site leasing infrastructure operator in the United Kingdom and the Republic of Ireland.

Our Acquisition

      On December 22, 2004 we acquired 16.5 million stapled securities issued by MCG from Macquarie Investments Australia Pty Limited, for a total purchase price of USD $70 million. Our investment represents a 4% interest in Macquarie Communications Infrastructure Group.

Business

Operations

      Broadcast Australia is the owner and operator of the most extensive broadcasting tower network in Australia and provides transmission services to the Australian Broadcasting Corporation, or ABC, and Special Broadcasting Service Corporation, or SBS, plus other services to regional television and other media, telecommunications and community organizations. Broadcast Australia operates approximately 600 transmission tower sites located across metropolitan, regional and rural Australia. Broadcast Australia owns or operates under leases at the majority of its sites.

      Broadcast Australia derived approximately 87% of its revenue for the fiscal year ended June 30, 2005 from contracts with ABC and SBS. Generally, the contracts with ABC and SBS are over the long term, often 10 to 15 years. ABC and SBS receive most of their funding from the Australian Commonwealth government under a triennial funding arrangement. The funding allocated by the Commonwealth government for the purposes of broadcast transmission cannot be applied to other uses. Revenue from Broadcast Australia increased 14.3% for the fiscal year ended June 30, 2005.

      Broadcast Australia is in the process of rolling out digital transmission services that it is contracted to introduce under its agreements with ABC and SBS. Under the agreements, as Broadcast Australia rolls out digital transmission services across its sites, it will earn additional revenue from the provision of digital broadcasts. The rollout of digital transmission will require significant capital expenditure, which is expected to be funded through an existing AUD $150 million Broadcast Australia debt facility. This debt facility has AUD $20 million outstanding at June 30, 2005. It is expected that future drawdowns may be made depending on Broadcast Australia’s future capital expenditure requirements. To the extent that the facility is drawn on its maturity date on June 26, 2006, it will need to be renewed or refinanced.

      Arqiva is one of the leading national broadcast transmission and site leasing infrastructure operators in the United Kingdom and provides coverage to 98.5% of the U.K. population. It is also the second largest independent wireless site leasing provider. The business comprises three operating divisions. The Media

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Solutions division provides analogue and digital terrestrial transmission services to TV and radio broadcasters and end-to-end satellite transmission and playout services to direct-to-home and other customers. The Wireless Solutions division operates the second largest independent portfolio of wireless towers and sites available for lease in the United Kingdom, providing services to all major mobile network operators and other network owners. The Public Safety division is the largest provider of managed radio communications services to emergency service organizations across the United Kingdom and the Republic of Ireland.

Future Investments

      It is expected that MCG will make investments in other communications infrastructure businesses or assets in the future, although it will need to raise new equity to fund any significant acquisitions. It is possible that these investments will be partly funded through the issue of new MCG securities. We may have the opportunity to purchase additional MCG securities in such instances; however, we will have no obligation to do so.

Management

      MCG is managed by Macquarie Communications Infrastructure Management Limited, an affiliate of our Manager. MCG’s manager earns a base fee and may earn a performance fee. The base fee is calculated and paid quarterly based on the net investment value (market capitalization plus borrowings and commitments less cash and cash equivalents). The performance fee is paid semi-annually if MCG’s performance exceeds that of the S&P ASX 200 Industrials Accumulation Index.

      Base fees payable by us to our Manager are reduced by the fees paid by MCG to its manager to the extent that they are attributable to our interest in MCG. As a result, there is no duplication of base management fees received by members of the Macquarie Group with respect to MCG.

Trading History

      The securities of MCG were listed on the ASX on August 13, 2002 at an issue price of AUD $2.00. The table below outlines the quarterly trading history of MCG securities in Australian dollars from listing through the quarter ended December 31, 2005. Since its inception, MCG has paid distributions per stapled security of AUD $0.075 on February 12, 2003, AUD $0.08 on August 12, 2003, AUD $0.112 on February 12, 2004, AUD $0.118 on August 12, 2004, AUD $0.144 on February 14, 2005, AUD $0.146 on August 12, 2005, and AUD $0.195 on February 13, 2006.

							Average Daily
Quarter Ended	High Price		Low Price		Closing Price		Volume
	(In Australian dollars)
September 30, 2002		2.02		1.60		1.96		1,159,347
December 31, 2002		2.23		1.86		2.20		379,341
March 31, 2003		2.61		2.10		2.43		332,041
June 30, 2003		3.61		2.42		2.97		343,859
September 30, 2003		3.14		2.80		2.92		369,734
December 31, 2003		3.26		2.83		3.03		361,148
March 31, 2004		3.52		3.02		3.49		204,070
June 30, 2004		3.73		3.35		3.68		201,911
September 30, 2004		4.71		3.60		4.71		209,211
December 31, 2004		5.91		4.65		5.52		812,698
March 31, 2005		6.44		5.58		5.65		1,458,232
June 30, 2005		6.60		5.75		6.30		1,379,168
September 30, 2005		6.74		5.79		5.93		1,221,338
December 31, 2005		6.04		5.50		5.68		1,030,775

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Our Investment in South East Water

Overview

      South East Water, or SEW, is a regulated clean water utility located in southeastern England and is the sole provider of water to almost 600,000 households and industrial customers. It is the second largest water-only company in England, supplying approximately 105 million gallons of water per day to 1.4 million people across two sub-regions. Its supply area covers approximately 1,390 square miles of Kent, Sussex, Surrey, Hampshire and Berkshire.

Our Acquisition

      We own 17.5% of SEW through an equivalent holding in Macquarie Luxembourg Water SarL, or Macquarie Luxembourg, the indirect holding company for SEW. We acquired this investment because we believe that the cash yields and total returns available from investments in regulated utilities in the United Kingdom are attractive given the mature and transparent regulatory environment. A 50.1% controlling interest in SEW is held through a controlling interest in Macquarie Luxembourg by the Macquarie European Infrastructure Fund, or MEIF, a vehicle that is managed by an affiliate of our Manager. MEIF is an unlisted infrastructure investment fund focused on making medium-term investments in infrastructure assets in Europe. We believe MEIF’s approach to the ownership and oversight of SEW is consistent with our approach. Three other institutional investors, including another investment vehicle managed by the Macquarie Group holding 7.4%, have minority interests in SEW through minority interests in Macquarie Luxembourg. Members of the Macquarie Group are paid fees for providing management services to SEW. The base fees payable by us to our Manager under the management services agreement will be reduced by the portion of such non-performance-based management fees paid by SEW to the Macquarie Group that are attributable to our interest in SEW. As a result, there will be no duplication of base management fees received by members of the Macquarie Group with respect to SEW.

Industry Overview

      The water sector of the public utilities industry in England and Wales was privatized by the U.K. government in 1989 and 1990. It consists of ten water and sewerage companies and thirteen water-only companies. Water supply activities in England and Wales are principally regulated by the provisions of the Water Industry Act of 1991 and the Water Act of 2003, which we together refer to as the Water Industry Act, and regulations made under the Water Industry Act. Water-only companies are granted a license pursuant to that legislation. The provisions of the Water Industry Act, together with the license, are administered by the Director General of Water Services, who is aided by the Office of Water Services, or Ofwat. The responsibilities of Ofwat include the setting of limits on allowed water charges and monitoring and enforcing license obligations. From April 1, 2006, regulatory responsibilities will be taken over by the new Water Services Regulation Authority, with an improved board structure. The current Director General of Ofwat has been appointed Chairman of the new body. In addition to compliance with Ofwat regulations, water companies in England and Wales are also required to meet drinking water quality standards monitored by the U.K. Drinking Water Inspectorate and general environmental law enforced by the U.K. Environment Agency.

      As water and sewage companies and water-only companies are natural monopolies, the prices that they are allowed to charge their customers for water are regulated by Ofwat. Every five years, Ofwat determines prices for the provision of water services for the upcoming five years based on an inflation and efficiency calculation. On December 2, 2004, Ofwat released its determination with respect to the prices that English and Welsh water companies, including SEW, are permitted to charge for the current price review period, which runs from April 1, 2005 to March 31, 2010. See “— Business — Regulation” below.

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Business

Operations

      Approximately 70% of SEW’s water is supplied from boreholes and aquifers, 20% is supplied from rivers and reservoirs and 10% is supplied under bulk supply contracts with neighboring water utilities Three Valleys Water plc and Southern Water Services Ltd. SEW’s security of supply rating from Ofwat, is currently rated C, but improvement is expected through the provision of enhanced bulk supply infrastructure.

      SEW has a sophisticated telemetry-based system for monitoring water quality, flows, pressures and reservoir levels. Each water treatment works has a local monitoring system that checks these variables and relays data to an outstation unit that regulates activity levels at the treatment works and feeds data to a centralized operation center at the Haywards Heath headquarters. The headquarters is manned constantly.

      SEW balances supply and demand in line with industry best practices and is required to establish a 25-year plan for sustainable water resources acceptable to the U.K. Environment Agency and Ofwat. This plan is a combination of resource development and demand management measures, all of which are assessed on an economic basis before inclusion.

      Following one of the driest winters on record, on July 30, 2005 South East Water implemented its first hosepipe ban since 1995. A long, dry summer and persistently low rainfall this winter has meant that the ban is still in force, with a continued minimal impact on the regulatory score. With the drought showing little sign of abating, further water conservation options are under consideration.

      Leakage detection and control continues to play an important role in demand management within SEW. SEW had the greatest percentage reduction of leakage levels in the year ended March 31, 2002 compared to any other water company in England and Wales. SEW met its leakage targets for March 2004 and 2005 and is on target to reach Ofwat’s economic level of leakage target for March 2006.

      In common with other water companies in England and Wales, SEW’s assets vary widely in age (with some over 100 years old), size and type but are generally constructed using industry-standard materials and technology in use at the time of their construction. SEW has developed a sophisticated system for the management and replacement of its assets based principally on the assessed risk and consequences of failure. Overall capital investment levels are targeted at maintaining a constant average level of risk across SEW’s area of supply. Individual programs aim to reduce risk in high risk areas. Water industry assets tend to be long-lived and SEW’s assets are no exception. Major assets are rarely completely replaced; short- to medium-life items (e.g., pumps, electrical switch-gear, instruments) can be replaced several times during the life of a treatment facility and a new plant can be fitted into existing buildings. Higher quality standards are often met by incrementally adding new treatment processes. Further capacity can be met by adding additional process streams to existing facilities. SEW is planning £174 million of investment to improve the reliability of supply and to fund expansion during the April 2005 to March 2010 regulatory period. SEW expects to finance this investment through drawings under its existing debt facilities. As discussed below, pursuant to the approach utilized by Ofwat to determine SEW’s pricing, SEW will be entitled to earn sufficient revenue from its customers to enable it to adequately service this increased indebtedness.

Regulation

      Ofwat determines the prices that SEW can charge its customers using an approach designed to enable SEW to earn sufficient revenues to recover operating costs, capital infrastructure renewal and taxes and to generate a return on invested capital, while creating incentives for SEW to operate efficiently. The outcome of the regulatory review process is the publication of k-factors by Ofwat for each year in the price review period. The k-factor is the amount that SEW is allowed to adjust its prices for water services for each year relative to inflation. For example, a k-factor of 5% in a given year would mean that SEW is allowed to increase its prices by inflation plus 5% in that year.

      The use of the k-factor also is designed to create incentives for water-only companies and water and sewage companies to generate efficiencies that can later be passed on to customers. Performance targets

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are established by reference to a company’s individual circumstances and its performance relative to other companies in the sector. Over the course of the current price review period, SEW has improved in all of its key performance areas, including customer service, leakage, water quality and operating efficiency.

      In determining the annual k-factors, Ofwat is under a statutory duty to consider:

•  SEW’s ability to properly carry out its functions (including legal obligations such as meeting drinking water quality standards monitored by the Drinking Water Inspectorate);

•  the revenue SEW will need to finance its functions and earn a reasonable rate of return on its investment needed to meet its legal obligations;

•  the promotion of efficiency and economy (through rewards and penalties); and

•  the facilitation of competition.

      The following annual k-factors were set for SEW in the 1999 price review for the April 1, 2000 to March 31, 2005 price review period:

Year Ended March 31,	2001			2002			2003			2004			2005
k-factor (additive to the rate of inflation)		(16.1	)%		(1.0	)%		(1.5	)%		0	%		0	%

      The reduction in prices for the year to March 31, 2001 reflected the return to customers of efficiencies achieved by SEW in the five years prior to March 31, 2000, together with a new target for further efficiencies. SEW has to date outperformed this regulatory target for the 1999 price review period. On December 2, 2004, Ofwat issued its final determination for the April 1, 2005 to March 31, 2010 price review period. The determination establishes an average k-factor over the period of 3.7% (i.e., SEW is permitted to increase prices at an annual rate of inflation plus 3.7%) with the following k-factor for each year in the period:

Year Ended March 31,	2006			2007			2008			2009			2010
k-factor (additive to the rate of inflation)		15.8	%		2.3	%		2.2	%		0.5	%		(1.6	)%

Environmental

      SEW is required to comply with various environmental legislation, including the U.K. Wildlife and Countryside Act of 1981, and the environmental requirements of the Water Industry Act. These obligations are proactively managed pursuant to SEW’s sustainable development policy.

Employees

      As of December 2005, SEW had approximately 420 employees. A minority of SEW’s employees are members of trade unions.

      At January 31, 2005, SEW’s defined benefit plans had assets of £106.5 million (USD $189.9 million). At March 31, 2005, SEW had a deficit against the actuarial assessment of liabilities of £15 million (USD $28 million). SEW has taken a number of steps to address this deficit, including closing the plan to new members in July 2002 and increasing employer contributions from 13.8% to 20.0% of pensionable remuneration beginning January 1, 2004 and to 30% beginning April 2005. SEW also increased employee contributions from 6% to 7% of pensionable remuneration beginning January 1, 2004. In addition, SEW raised the age required to qualify for an unreduced pension upon redundancy to 55 for those who were not yet 50 years old by July 1, 2003. Also SEW limited the conditions to qualify for an incapacity pension. Currently, the company is in discussion with its employees, trade unions and staff council to increase member contributions to 8% at April 2006 and 9% at April 2007.

      SEW believes they have efficiently managed their defined benefit pension plans. In addition to the measures discussed above, in its final determination Ofwat has permitted SEW to recover half of its deficit as of March 31, 2004 through increased prices. To the extent that future funding costs increase beyond the level of funding provided by Ofwat, these future costs may be recoverable in future pricing.

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      On February 3, 2006, the Managing Director resigned. A search is currently underway for her replacement. The company does not expect any material impact to operations as a result.

Shareholders’ Agreement

      Following the acquisition of our interest in SEW, we became a party to a shareholders’ agreement relating to Macquarie Luxembourg. The other parties to the agreement are MEIF, which holds 50.1% of Macquarie Luxembourg, and three other minority investors, which hold a combined 32.4% of Macquarie Luxembourg including another investment vehicle managed by the Macquarie Group, which holds 7.4%.

      We have no influence over the choice of the board of directors of Macquarie Luxembourg. The board of directors is authorized to make all decisions necessary to manage the affairs of Macquarie Luxembourg, except for certain reserved matters that require approval of 75% of the shareholders and other matters that require approval of all shareholders.

      The shareholders’ agreement requires all shareholders to use their powers to cause Macquarie Luxembourg’s directly owned subsidiary to make the maximum possible distribution to shareholders each year. This provision cannot be changed without our consent.

      The shares of Macquarie Luxembourg are subject to preemption rights. Our ability to subsequently transfer our interest in Macquarie Luxembourg is subject to rights of first refusal that are exercisable by MEIF in priority to the other shareholders (with whom we have the right to exercise such rights on the same terms). In the event that MEIF sells all (but not some) of its interest in Macquarie Luxembourg, all other shareholders are required to sell their interests to the same buyer on the same terms. In the event that MEIF sells some but not all of its interest in Macquarie Luxembourg, all other shareholders may sell some or all of their interests on the same terms.

Our Employees

      We have a total of 2,124 employees in our consolidated businesses of which 21% in the aggregate are subject to collective bargaining agreements. The company and the trust do not have any employees.

AVAILABLE INFORMATION

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for information on the operations of the public reference room. The SEC maintains a website that contains annual, quarterly and current reports, proxy and information statements and other information that issuers (including Macquarie Infrastructure Company) file electronically with the SEC. The SEC’s website is www.sec.gov.

      Our website is www.macquarie.com/mic. You can access our Investor Center through this website. We make available free of charge, on or through our Investor Center, our proxy statements, annual reports to shareholders, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We also make available through our Investor Center statements of beneficial ownership of the trust stock filed by our Manager, our directors and officers, any 10% or greater shareholders and others under Section 16 of the Exchange Act.

      You can also access our Governance webpage through our Investor Center. We post the following on our Governance webpage:

•  Trust Agreement of Macquarie Infrastructure Company Trust

•  Operating Agreement of Macquarie Infrastructure Company LLC

•  Management Services Agreement

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•  Corporate Governance Guidelines

•  Code of Ethics and Conduct

•  Charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee

•  Policy for Shareholder Nomination of Candidates to Become Directors of Macquarie Infrastructure Company

•  Information for Shareholder Communication with our Board of Directors, our Audit Committee and our Lead Independent Director

      Our Code of Ethics and Conduct applies to all of our directors, officers and employees as well as all directors, officers and employees of our Manager. We will post any amendments to the Code of Ethics and Business Conduct, and any waivers that are required to be disclosed by the rules of either the SEC or the New York Stock Exchange, or NYSE, on our website. The information on our website is not incorporated by reference into this report.

      You can request a copy of these documents at no cost, excluding exhibits, by contacting Investor Relations at 125 West 55th Street, 22nd Floor, New York, NY 10019 (212-231-1000).

Item 1A. Risk Factors

      An investment in shares of trust stock involves a number of risks. Any of these risks could result in a significant or material adverse effect on our results of operations or financial condition and a corresponding decline in the market price of the shares.

Risks Related to Our Business

We have only operated as a combined company since December 2004, during which time we devoted significant resources to integrating our businesses, thereby diverting attention from strategic initiatives.

      We completed our initial public offering and the acquisition of our initial businesses and investments in December 2004 and completed additional acquisitions in our airport services business and airport parking business during 2005. Furthermore, with the exception of our district energy business, prior to our acquisition all of our businesses were privately owned and not subject to financial and disclosure requirements and controls applicable to U.S. public companies. We have expended significant time and resources throughout our operations to develop and implement effective systems and procedures, including accounting and financial reporting systems, in order to manage our operations on a combined basis as a consolidated U.S. public company. As a result, these businesses have been limited, and may continue to be limited, in their ability to pursue strategic operating initiatives and achieve our internal growth expectations. In addition, due to our short operating history as a consolidated U.S. public company, the performance of our consolidated business during its first year of operations may not be an accurate indicator of our prospects for future years.

In the event of the underperformance of our Manager, we may be unable to remove our Manager, which could limit our ability to improve our performance and could adversely affect the market price of our shares.

      Under the terms of the management services agreement, our Manager must significantly underperform in order for the management services agreement to be terminated. The company’s board of directors cannot remove our Manager unless:

•  our shares underperform a weighted average of two benchmark indices by more than 30% in relative terms and more than 2.5% in absolute terms in 16 out of 20 consecutive quarters prior to and including the most recent full quarter, and the holders of a minimum of 66.67% of the

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	outstanding trust stock (excluding any shares of trust stock owned by our Manager or any affiliate of the Manager) vote to remove our Manager;
•	our Manager materially breaches the terms of the management services agreement and such breach continues unremedied for 60 days after notice;
•	our Manager acts with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under the management services agreement, or engages in fraudulent or dishonest acts; or
•	our Manager experiences certain bankruptcy events.

      Our Manager’s performance is measured by the market performance of our shares relative to a weighted average of two benchmark indices, a U.S. utilities index and a European utilities index, weighted in proportion to our U.S. and non-U.S. equity investments. As a result, even if the absolute market performance of our shares does not meet expectations, the company’s board of directors cannot remove our Manager unless the market performance of our shares also significantly underperforms the weighted average of the benchmark indices. If we were unable to remove our Manager in circumstances where the absolute market performance of our shares does not meet expectations, the market price of our shares could be negatively affected.

Our Manager can resign on 90 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations which could adversely affect our financial results and negatively impact the market price of our shares.

      Our Manager has the right, under the management services agreement, to resign at any time on 90 days’ notice, whether we have found a replacement or not. Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including our Manager, require that subsidiaries of Australian banks providing management services have these resignation rights.

      If our Manager resigns, we may not be able to find a new external manager or hire internal management with similar expertise within 90 days to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial results could be adversely affected, perhaps materially, and the market price of our shares may decline. In addition, the coordination of our internal management, acquisition activities and supervision of our businesses and investments are likely to suffer if we were unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our Manager and its affiliates.

      Furthermore, if our Manager resigns, the trust, the company and its subsidiaries will be required to cease using the Macquarie brand entirely, including changing their names to remove any reference to “Macquarie.” This may cause the value of the company and the market price of our shares to decline.

Our holding company structure may limit our ability to make regular distributions to our shareholders because we will rely on distributions both from our subsidiaries and the companies in which we hold investments.

      The company is a holding company with no operations. Therefore, it is dependent upon the ability of our businesses and investments to generate earnings and cash flows and distribute them to the company in the form of dividends and upstream debt payments to enable the company to meet its expenses and to make distributions to shareholders. The ability of our operating subsidiaries and the businesses in which we will hold investments to make distributions to the company is subject to limitations under the terms of their debt agreements and the applicable laws of their respective jurisdictions. If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our businesses and investments, the company may not be able to declare or may have to delay or cancel payment of distributions on its shares.

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Our businesses and the businesses in which we have invested have substantial indebtedness, which could inhibit their operating flexibility.

      As of December 31, 2005, on a consolidated basis, we had total long-term debt outstanding of $611 million, excluding affiliated debt relating to our toll road business, all of which is currently at the operating company level. All of this debt has recourse only to the relevant business. The companies in which we have investments also have debt. The terms of this debt generally require our operating businesses and the companies in which we have investments to comply with significant operating and financial covenants. The ability of each of our businesses and investments to meet their respective debt service obligations and to repay their outstanding indebtedness will depend primarily upon cash produced by that business.

      This indebtedness could have important consequences, including:

•  limiting the payment of dividends and distributions to us;

•  increasing the risk that our subsidiaries and the companies in which we hold investments might not generate sufficient cash to service their indebtedness;

•  limiting our ability to use operating cash flow in other areas of our businesses because our subsidiaries or the companies in which we hold investments must dedicate a substantial portion of their operating cash flow to service their debt;

•  limiting our and our subsidiaries’ ability to borrow additional amounts for working capital, capital expenditures, debt services requirements, execution of our internal growth strategy, acquisitions or other purposes; and

•  limiting our ability to capitalize on business opportunities and to react to competitive pressures or adverse changes in government regulation.

      If we are unable to comply with the terms of any of our various debt agreements, we may be required to refinance a portion or all of the related debt or obtain additional financing. We may be unable to refinance or obtain additional financing because of our high levels of debt and debt incurrence restrictions under our debt agreements. We also may be forced to default on any of our various debt obligations if cash flow from the relevant operating business is insufficient and refinancing or additional financing is unavailable, and, as a result, the relevant debt holders may accelerate the maturity of their obligations.

The audited financial statements of the company do not include meaningful comparisons to prior years.

      The audited financial statements of the company at and for the year ended December 31, 2004 include consolidated results of operations and cash flows only for the period from the date of acquisition to year end. Only our audited financial statements for our 2005 fiscal year contain full-year consolidated results of operations and cash flows. As a result, we cannot provide meaningful year-to-year comparisons until after the end of our 2006 fiscal year and cannot provide investors with a year over year comparative analysis of our business on a consolidated basis. The comparative analysis of our operating segments that we do present may not reflect all matters that a consolidated comparative analysis would.

We own minority interests in our investments and may acquire similar minority interests in future investments, and consequently cannot exercise significant influence over their business or the level of their distributions to us, which could adversely affect our results of operations and our ability to generate cash and make distributions.

      We own minority positions in the investments in MCG and SEW and have limited legal rights to influence the management of those businesses or any other businesses in which we make minority investments. MCG is managed by an affiliate of our Manager and SEW is majority owned by an entity that is managed by an affiliate of our Manager. These entities may develop different objectives than we have and may not make distributions to us at levels that we anticipate. Our inability to exercise significant

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influence over the operations, strategies and policies of the businesses in which we have, or may acquire, a minority interest means that decisions could be made that could adversely affect our results and our ability to generate cash and pay distributions on our shares.

Our ability to successfully implement our growth strategy and to sustain and grow our distributions depends on our ability to successfully implement our acquisition strategy and manage the growth of our business.

      A major component of our strategy is to acquire additional infrastructure businesses both within the sectors in which we currently operate and in sectors where we currently have no presence. Acquisitions involve a number of special risks, including failure to successfully integrate acquired businesses in a timely manner, failure of the acquired business to implement strategic initiatives we set for it and/or achieve expected results, failure to identify material risks or liabilities associated with the acquired business prior to its acquisition, diversion of management’s attention and internal resources away from the management of existing businesses and operations, and the failure to retain key personnel of the acquired business. We expect to face competition for acquisition opportunities, and some of our competitors may have greater financial resources or access to financing on more favorable terms than we will. This competition may limit our acquisition opportunities, may lead to higher acquisition prices or both. While we expect that our relationship with the Macquarie Group will help us in making acquisitions, we cannot assure you that the benefits we anticipate will be realized. The successful implementation of our acquisition strategy may result in the rapid growth of our business which may place significant demands on management, administrative, operational and financial resources. Furthermore, other than our Chief Executive Officer and Chief Financial Officer, the personnel of ISF performing services for us under the management services agreement are not wholly dedicated to us, which may result in a further diversion of management time and resources. Our ability to manage our growth will depend on our maintaining and allocating an appropriate level of internal resources, information systems and controls throughout our business. Our inability to successfully implement our growth strategy or successfully manage growth could have a material adverse effect on our business, cash flow and ability to pay distributions on our shares.

We may not be able to successfully fund future acquisitions of new infrastructure businesses due to the unavailability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and negatively impact our business.

      In order to make acquisitions, we will generally require funding from external sources. Since the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully from attractive opportunities. Debt to fund an acquisition may not be available on short notice or may not be available on terms acceptable to us. Although we have a revolving credit facility at the MIC Inc. level primarily to fund acquisitions and capital expenditures, we may require more funding than is available under this facility and the level of our subsidiary indebtedness may limit our ability to expand this facility if needed or incur additional borrowings at the holding company level. This facility matures in 2008 and we may be unable to refinance any borrowing under this facility or enter into a new facility, which could impede our ability to pursue our acquisition strategy.

      In addition to debt financing, we will likely fund or refinance a portion of the consideration for future acquisitions through the issuance of additional shares. If our shares do not maintain a sufficient market value, issuance of new shares may result in dilution of our then-existing shareholders. In addition, issuances of new shares, either privately or publicly, may occur at a discount to our stock price at the time. Our equity financing activities may cause the market price of our stock to decline. Alternatively, we may not be able to complete the issuance of the required amount of shares on short notice or at all due to a lack of investor demand for the shares at prices that we find acceptable. As a result, we may not be able to pursue our acquisition strategy successfully.

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Our businesses and investments are dependent on our relationships, on a contractual and regulatory level, with government entities that may have significant leverage over us. Government entities may be influenced by political considerations to take actions adverse to us.

      Our businesses and investments generally are, and our future businesses and investments may be, subject to substantial regulation by governmental agencies. In addition, their operations do and may rely on government permits, licenses, concessions, leases or contracts. Government entities, due to the wide-ranging scope of their authority, have significant leverage over us in their contractual and regulatory relationships with us that they may exercise in a manner that causes us delays in the operation of our business or pursuit of our strategy, or increased administrative expense. Furthermore, government permits, licenses, concessions, leases and contracts are generally very complex, which may result in periods of non-compliance, or disputes over interpretation or enforceability. If we fail to comply with these regulations or contractual obligations, we could be subject to monetary penalties or we may lose our rights to operate the affected business, or both. Where our ability to operate an infrastructure business is subject to a concession or lease from the government, the concession or lease may restrict our ability to operate the business in a way that maximizes cash flows and profitability. Further, our ability to grow our current and future businesses will often require consent of numerous government regulators. Increased regulation restricting the ownership or management of U.S. assets, particularly infrastructure assets, by non-U.S. persons, given the non-U.S. ultimate ownership of our Manager, may limit our ability to pursue acquisitions. Any such regulation may also limit our Manager’s ability to continue to manage our operations, which could cause disruption to our business and a decline in our performance. In addition, any required government consents may be costly to seek and we may not be able to obtain them. Failure to obtain any required consents could limit our ability to achieve our growth strategy.

      Our contracts with government entities may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, a lease, concession or general service contract may enable the government to terminate the agreement without requiring them to pay adequate compensation. In addition, government counterparties also may have the discretion to change or increase regulation of our operations, or implement laws or regulations affecting our operations, separate from any contractual rights they may have. Governments have considerable discretion in implementing regulations that could impact these businesses. Because our businesses provide basic, everyday services, and face limited competition, governments may be influenced by political considerations to take actions that may hinder the efficient and profitable operation of our businesses and investments.

Governmental agencies may determine the prices we charge and may be able to restrict our ability to operate our business to maximize profitability.

      Where our businesses or investments are sole or predominant service providers in their respective service areas and provide services that are essential to the community, they are likely to be subject to rate regulation by governmental agencies that will determine the prices they may charge. We may be subject to unfavorable price determinations that may be final with no right of appeal or that, despite a right of appeal, could result in our profits being negatively affected. In addition, we may have very little negotiating leverage in establishing contracts with government entities, which may decrease the prices that we otherwise might be able to charge or the terms upon which we provide products or services. Businesses and investments we acquire in the future may also be subject to rate regulation or similar negotiating limitations.

Our results are subject to quarterly and seasonal fluctuations.

      Our businesses can be subject to seasonal variations. Our district energy business generally experiences greater revenues and profitability in the summer months. Accordingly, our operating results for any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year.

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The ownership of businesses and investments located outside of the United States exposes us to currency exchange risks that may result in a decrease in the carrying value of our investments and a decrease in the amount of distributions we receive from our businesses and investments, which could negatively impact our results of operations.

      Our interests in CHL, MCG and SEW are subject to risk from fluctuations in currency exchange rates, as the reporting currencies of CHL and SEW are Pounds Sterling, and the reporting currency of MCG is Australian dollars. We receive distributions from CHL, MCG and SEW denominated in these currencies. Fluctuations in the currency exchange rates for Pounds Sterling and Australian dollars against the U.S. dollar resulting in losses from any such fluctuations will be reflected in our results. A strengthening of the U.S. dollar against these currencies would reduce the U.S. dollar amount of the distributions we receive from these foreign operations.

Certain provisions of the management services agreement, the operating agreement of the company and the trust agreement make it difficult for third parties to acquire control of the trust and the company and could deprive you of the opportunity to obtain a takeover premium for your shares.

      In addition to the limited circumstances in which our Manager can be terminated under the terms of the management services agreement, the management services agreement provides that in circumstances where the trust stock ceases to be listed on a recognized U.S. exchange or on the Nasdaq National Market as a result of the acquisition of trust stock by third parties in an amount that results in the trust stock ceasing to meet the distribution and trading criteria on such exchange or market, the Manager has the option to either propose an alternate fee structure and remain our Manager or resign, terminate the management services agreement upon 30 days’ written notice and be paid a substantial termination fee. The termination fee payable on the Manager’s exercise of its right to resign as our Manager subsequent to a delisting of our shares could delay or prevent a change in control that may favor our shareholders. Furthermore, in the event of such a delisting, any proceeds from the sale, lease or exchange of a significant amount of assets must be reinvested in new assets of our company. We are also prohibited from incurring any new indebtedness or engaging in any transactions with the shareholders of the company or its affiliates without the prior written approval of the Manager. These provisions could deprive the shareholders of the trust of opportunities to realize a premium on the shares of trust stock owned by them.

      The operating agreement of the company, which we refer to as the LLC agreement, and the trust agreement contain a number of provisions that could have the effect of making it more difficult for a third party to acquire, or discouraging a third party from acquiring, control of the trust and the company. These provisions include:

•  restrictions on the company’s ability to enter into certain transactions with our major shareholders, with the exception of our Manager, modeled on the limitation contained in Section 203 of the Delaware General Corporation Law;

•  allowing only the company’s board of directors to fill vacancies, including newly created directorships and requiring that directors may be removed only for cause and by a shareholder vote of 66²/3%;

•  requiring that only the company’s chairman or board of directors may call a special meeting of our shareholders;

•  prohibiting shareholders from taking any action by written consent;

•  establishing advance notice requirements for nominations of candidates for election to the company’s board of directors or for proposing matters that can be acted upon by our shareholders at a shareholders meeting;

•  having a substantial number of additional shares of authorized but unissued trust stock;

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•  providing the company’s board of directors with broad authority to amend the LLC agreement and the trust agreement; and

•  requiring that any person who is the beneficial owner of ten percent or more of our shares make a number of representations to the City of Chicago in its standard form of Economic Disclosure Statement, or EDS, the current form of which is included in our LLC agreement, which is incorporated by reference as an exhibit to this report.

Our airport parking business has a substantial amount of senior debt due to mature in 2006. The inability to extend, refinance or repay this debt when due would have a material adverse effect on the business. In addition, if interest rates or margins increase, the cost of servicing any refinancing debt will increase, reducing our profitability and ability to pay dividends.

      Our airport parking business has $126 million of senior debt due in 2006. This loan will have to be extended or refinanced on the maturity date or repaid. While our airport parking business has the option to extend the senior debt for up to two additional one-year periods, we cannot assure you that we will meet the criteria necessary to exercise these extensions at that time or that replacement loans will be available. If available, replacement loans may only be available at substantially higher interest rates or margins or with substantially more restrictive covenants. Either event may limit the operational flexibility of the business and its ability to upstream dividends and distributions. We also cannot assure you that we or the other owners of Macquarie Parking will be able to make capital contributions to repay some or all of the debt if required. If our airport parking business were unable to repay its debts when due, this business would become insolvent. If interest rates or margins increase, our businesses will pay higher rates of interest on any debts that they raise to refinance existing debt, thereby reducing their profitability and, consequently, having an adverse impact on their ability to pay dividends to us and our ability to pay dividends to shareholders.

      In addition, we do not currently have any interest rate hedges in place to cover any borrowings under our MIC Inc. revolving credit facility. If we draw down on our MIC Inc. revolving credit facility, an increase in interest rates would directly reduce our profitability and cash available for distribution to shareholders. Our MIC Inc. revolving credit facility matures in 2008 and we expect to repay or refinance any borrowing outstanding at that time and enter into a similar facility. An increase in interests rates or margins at that time may significantly increase the cost of any repayment or the terms associated with any refinancing.

Our businesses and investments have environmental risks that may impact our future profitability.

      The operations of our businesses and investments are, and businesses we acquire or investments we make in the future may be, subject to numerous statutes, rules and regulations relating to environmental protection. In particular, our airport services business is subject to environmental protection requirements relating to the storage, transport, pumping and transfer of fuel, and our district energy business is subject to requirements relating mainly to its handling of significant amounts of hazardous materials. Certain statutes, rules and regulations might also require that our businesses, or businesses we acquire in the future, address possible prior or future environmental contamination, including soil and groundwater contamination, that results from the spillage of fuel, hazardous materials or other pollutants.

      Under various federal, state, local and foreign environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for noncompliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability, whether or not the owner or operator knew of, or was responsible for, the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties.

      Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.

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      Any liability resulting from noncompliance or other claims relating to environmental matters could have a material adverse effect on our results of operations, financial condition, liquidity and prospects.

We are dependent on certain key personnel, and the loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on our business, financial condition and results of operations.

      We operate our businesses on a stand-alone basis, relying on existing management teams for day-to-day operations. Consequently, our operational success, as well as the success of our internal growth strategy, will be dependent on the continued efforts of the management teams of our businesses, who have extensive experience in the day-to-day operations of these businesses. Furthermore, we will likely be dependent on the operating management teams of businesses that we may acquire in the future. The loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on our business, financial condition and results of operations.

Any adverse development in the general aviation industry that results in less air traffic at airports we service would have a material adverse impact on our airport services business.

      A large part of the revenues at our airport services business is generated from fuel sales and other services provided to general aviation customers. Air travel and air traffic volume of general aviation customers can be affected by airport-specific occurrences as well as events that have nationwide and industry-wide implications. The events of September 11, 2001 had a significant adverse impact on the aviation industry, particularly in terms of traffic volume due to forced closures. Immediately following September 11, 2001, thousands of general aviation aircraft were grounded for weeks due to the FAA’s “no-fly zone” restrictions imposed on the operation of aircraft. Airport specific circumstances include situations in which our major customers relocate their home base or preferred fueling stop to alternative locations. Additionally, the general economic conditions of the area where the airport is located will impact the ability of our FBOs to attract general aviation customers or generate fuel sales, or both. Significant increases in fuel prices may also decrease the demand for our services, including refueling services, or result in lower fuel sales margins, or both, leading to lower operating income.

      Changes in the general aviation market as a whole may adversely affect our airport services business. General aviation travel is more expensive than alternative modes of travel. Consequently, during periods of economic downturn, FBO customers may choose to travel by less expensive means, which could impact the earnings of our airport services business. In addition, changes to regulations governing the tax treatment relating to general aviation travel, either for businesses or individuals, may cause a reduction in general aviation travel. Travel by commercial airlines may also become more attractive for general aviation travelers if the cost of commercial airline travel decreases or if service levels improve. Under these circumstances, our FBOs may lose customers to the commercial air travel market, which may decrease our earnings.

Our airport services business is subject to a variety of competitive pressures, and the actions of competitors may have a material adverse effect on the revenues of our airport services business.

      FBO operators at a particular airport compete based on a number of factors, including location of the facility relative to runways and street access, service, value added features, reliability and price. Many of our FBOs compete with one or more FBOs at their respective airports, and, to a lesser extent, with FBOs at nearby airports. We cannot predict the actions of competitors who may seek to increase market share. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport.

      Our sole provider FBOs (including the heliport) do not have the right to be the sole provider of FBO services at any of our FBO locations. The authority responsible for each airport has the ability to grant other FBO leases at the airport and new competitors could be established at those FBO locations. The addition

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of new competitors is particularly likely if we are seen to be earning significant profits from these FBO operations. Any such actions, if successful, may reduce, or impair our ability to increase, the revenues of the FBO business.

The termination for cause or convenience of one or more of the FBO leases would damage our airport services business significantly.

      Our airport services revenues are derived from long-term FBO leases at airports and one heliport. If we default on the terms and conditions of our leases, the relevant authority may terminate the lease without compensation, and we would then lose the income from that location, and would be in default under the loan agreements of our airport services business and be obliged to repay our lenders a portion or all of our outstanding loan amount. Our leases at Chicago Midway, Philadelphia, North East Philadelphia, New Orleans International and Orange County, and the Metroport 34th Street Heliport in New York City allow the relevant authority to terminate the lease at their convenience. If the relevant authority were to terminate any of those leases, we would then lose the income from that location and be obliged to repay our lenders a portion or all of the then outstanding loan amount.

Occupancy of our airport parking business’ facilities is dependent on the level of passenger traffic at the airports at which we operate and reductions in passenger traffic could negatively impact our results of operations.

      Our airport parking business’ parking facilities are dependent upon parking traffic primarily generated by commercial airline passengers and are therefore susceptible to competition from other airports and to disruptions in passenger traffic at the airports at which we operate. For example, the events of September 11, 2001 had a significant impact on the aviation industry and, as a result, negatively impacted occupancy levels at parking facilities. In the first few days following September 11, 2001, revenue from our parking facilities was negligible and did not fully recover until some months after the event. Other events such as wars, outbreaks of disease, such as SARS, and terrorist activities in the United States or overseas may reduce airport traffic and therefore occupancy rates. In addition, traffic at an airport at which we have facilities may be reduced if airlines reduce the number of flights at that airport.

Our airport parking business is exposed to competition from both on-airport and off-airport parking, which could slow our growth or harm our business.

      At each of the locations at which our airport parking business operates, it competes with both on-airport parking facilities, many of which are located closer to passenger terminals, and other off-airport parking facilities. If an airport expands its parking facilities or if new off-airport parking facilities are opened or existing facilities expanded, customers may be drawn away from our sites or we may have to reduce our parking rates, or both.

      Parking rates charged by us at each of our locations are set with reference to a number of factors, including prices charged by competitors and quality of service by on-airport and off-airport competitors, the location and quality of the facility and the level of service provided. Additional sources of competition to our parking operations may come from new or improved transportation to the airports where our parking facilities are located. Improved rail, bus or other services may encourage our customers not to drive to the airport and therefore negatively impact revenue.

Changes in regulation by airport authorities or other governmental bodies governing the transportation of customers to and from the airports at which our airport parking business operates may negatively affect our operating results.

      Our airport parking business’ shuttle operations transport customers between the airport terminals and its parking facilities and are regulated by, and are subject to, the rules and policies of the relevant local airport authority, which may be changed at their discretion. Some airport authorities levy fees on off-airport parking operators for the right to transport customers to the terminals. There is a risk that airport authorities

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may deny or restrict our access to terminals, impede our ability to manage our shuttle operations efficiently, impose new fees or increase the fees currently levied.

      Further, the FAA and the Transportation Security Administration, or TSA, regulate the operations of all the airports at which our airport parking business has locations. The TSA has the authority to restrict access to airports as well as to impose parking and other restrictions around the airports. The TSA could impose more stringent restrictions in the future that would inhibit the ability of customers to use our parking facilities.

Pursuant to the terms of a use agreement with the City of Chicago, the City of Chicago has rights that, if exercised, could have a significant negative impact on our district energy business.

      In order to operate our district cooling system in downtown Chicago, we have obtained the right to use certain public ways of the City of Chicago under a use agreement, which we refer to as the Use Agreement. Under the terms of the Use Agreement, the City of Chicago retains the right to use the public ways for a public purpose and has the right in the interest of public safety or convenience to cause us to remove, modify, replace or relocate our facilities at our own expense. If the City of Chicago exercises these rights, we could incur significant costs and our ability to provide service to our customers could be disrupted, which would have an adverse effect on our business, financial condition and results of operations. In addition, the Use Agreement is non-exclusive, and the City of Chicago is entitled to enter into use agreements with our potential competitors.

      The Use Agreement expires on December 31, 2020 and may be terminated by the City of Chicago for any uncured material breach of its terms and conditions. The City of Chicago also may require us to pay liquidated damages of $6,000 a day if we fail to remove, modify, replace or relocate our facilities when required to do so, if we install any facilities that are not properly authorized under the Use Agreement or if our district cooling system does not conform to the City of Chicago’s standards. Each of these noncompliance penalties could result in substantial financial loss or effectively shut down our district cooling system in downtown Chicago.

      Any proposed renewal, extension or modification of the Use Agreement requires approval by the City Council of Chicago. Extensions and modifications subject to the City of Chicago’s approval include those to enable the expansion of chilling capacity and the connection of new customers to the district cooling system. The City of Chicago’s approval is contingent upon the timely filing of an Economic Disclosure Statement, or EDS, by us and certain of the beneficial owners of our stock. If any of these investors fails to file a completed EDS form within 30 days of the City of Chicago’s request or files an incomplete or inaccurate EDS, the City of Chicago has the right to refuse to provide the necessary approval for any extension or modification of the Use Agreement or to rescind the Use Agreement altogether. If the City of Chicago declines to approve extensions or modifications to the Use Agreement, we may not be able to increase the capacity of our district cooling system and pursue our growth strategy for our district energy business. Furthermore, if the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be materially and adversely affected as a result.

Certain of our investors may be required to comply with certain disclosure requirements of the City of Chicago and noncompliance may result in the City of Chicago’s rescission or voidance of the Use Agreement and any other arrangements our district energy business may have with the City of Chicago at the time of the noncompliance.

      In order to secure any amendment to the Use Agreement with the City of Chicago to pursue expansion plans or otherwise, or to enter into other contracts with the City of Chicago, the City of Chicago may require any person who owns or acquires seven and one half percent or more of our shares to make a number of representations to the City of Chicago by filing a completed EDS. Our LLC agreement and our trust agreement require that in the event that we need to obtain approval from the City of Chicago in the

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future for any specific matter, including to expand the district cooling system or to amend the Use Agreement, we and each of our then ten percent investors would need to submit an EDS to the City of Chicago within 30 days of the City of Chicago’s request. In addition, our LLC agreement and our trust agreement require each ten percent investor to provide any supplemental information needed to update any EDS filed with the City of Chicago as required by the City of Chicago and as requested by us from time to time. However, in 2005, the City of Chicago passed an ordinance lowering the ownership percentage for which an EDS is required from ten percent to seven and one half percent.

      We are currently in discussions with the City of Chicago that would allow us to satisfy this requirement through an alternative solution. If we fail to reach agreement with the City of Chicago in a timely manner, we may need to extend the requirements in our LLC and trust agreements to seven and one half percent owners.

      Any EDS filed by an investor may become publicly available. By completing and signing an EDS, an investor will have waived and released any possible rights or claims which it may have against the City of Chicago in connection with the public release of information contained in the EDS and also will have authorized the City of Chicago to verify the accuracy of information submitted in the EDS. The requirements and consequences of filing an EDS with the City of Chicago will make compliance with the EDS requirements difficult for our investors. If an investor fails to provide us and the City of Chicago with the information required by an EDS, our LLC and trust agreements provide us with the right to seek specific performance by such investor. However, we currently do not have this right with respect to investors that own less than ten percent of our shares. In addition, any action for specific performance we bring may not be successful in securing timely compliance of every investor with the EDS requirements.

      If any investor fails to comply with the EDS requirements on time or the City of Chicago determines that any information provided in any EDS is false, incomplete or inaccurate, the City of Chicago may rescind or void the Use Agreement or any other arrangements Thermal Chicago has with the City of Chicago, and pursue any other remedies available to them. If the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be adversely affected as a result.

Our district energy business may not be able to fully pass increases in electricity costs through to its customers, thereby resulting in lowered operating income. This risk may be increased by the deregulation of electricity markets in Illinois scheduled for January 2007, which may result in higher and more volatile electricity prices.

      The Illinois electricity markets are expected to deregulate beginning in January 2007 and we will be required to enter into new electricity purchase arrangements effective at that time as discussed under “Our Businesses and Investments — District Energy Business — Business — Thermal Chicago — Electricity Costs” in Item 1. Business. ComEd has proposed a procurement process referred to as a reverse-auction. The market prices of electricity available to us are likely to reflect prices established in the reverse-auction process. Market prices of electricity in Illinois are also affected by changes in natural gas prices, which have been very volatile, but overall have increased significantly over the past year. We cannot predict the market prices for electricity that we will face beginning in 2007 but we anticipate, based on current market dynamics, that our electricity will increase substantially in 2007. If these market dynamics change in a way that is adverse to us, our costs could be higher than we currently anticipate. In addition, on August 31, 2005, ComEd filed a rate case with the ICC, which seeks, among other things, to increase delivery rates in a manner that we believe disproportionately impacts larger users of electricity. If the rate case is approved as currently proposed, our electricity costs would increase by an additional $2 million annually.

      The index adjustment in our contracts is unlikely to fully offset these costs. In addition, because our contracts typically adjust consumption charges annually, there is likely to be a significant lag before changes in market prices of electricity are reflected in our contracts overall. As a result of these increased electricity costs, the performance of our district energy business is likely to decline, which could have a

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material adverse effect on distributions from our district energy business to us and our ability to maintain our distributions to shareholders with funds from operations.

If certain events within or beyond the control of our district energy business occur, our district energy business may be unable to perform its contractual obligations to provide chilling and heating services to its customers. If, as a result, its customers elect to terminate their contracts, our district energy business may suffer loss of revenues. In addition, our district energy business may be required to make payments to such customers for damages.

      In the event of a shutdown of one or more of our district energy business’ plants due to operational breakdown, strikes, the inability to retain or replace key technical personnel or events outside its control, such as an electricity blackout, or unprecedented weather conditions in Chicago, our district energy business may be unable to continue to provide chilling and heating services to all of its customers. As a result, our district energy business may be in breach of the terms of some or all of its customer contracts. In the event that such customers elect to terminate their contracts with our district energy business as a consequence of their loss of service, its revenues may be materially adversely affected. In addition, under a number of contracts, our district energy business may be required to pay damages to a customer in the event that a cessation of service results in loss to that customer.

Northwind Aladdin currently derives approximately 90% of its cash flows from a contract with a single customer, the Aladdin resort and casino, which recently emerged from bankruptcy. If this customer were to enter into bankruptcy again, our contract may be amended or terminated and we may receive no compensation, which could result in the loss of our investment in Northwind Aladdin.

      Northwind Aladdin derives approximately 90% of its cash flows from a contract with the Aladdin resort and casino in Las Vegas to supply cold and hot water and back-up electricity. The Aladdin resort and casino emerged from bankruptcy immediately prior to MDE’s acquisition of Northwind Aladdin in September 2004, and, during the course of those proceedings, the contract with Northwind Aladdin was amended to reduce the payment obligations of the Aladdin resort and casino. If the Aladdin resort and casino were to enter into bankruptcy again and a cheaper source of the services that Northwind Aladdin provides can be found, our contract may be terminated or amended. This could result in a total loss or significant reduction in our income from Northwind Aladdin, for which we may receive no compensation.

Our toll road business’ revenues may be adversely affected if traffic volumes remain stable or decline.

      Since the shadow toll revenues payable by the U.K. government’s Secretary of State for Transport, or the Transport Secretary, are linked to the volume of traffic using the Yorkshire Link, our toll road business’ revenues will be adversely affected if traffic volumes decline. A decline in traffic volume could result from a number of factors, including recession, increases in fuel prices, attractive alternative transport routes or improvements in public transportation.

      In addition, pursuant to the formulas provided by the terms of the concession, shadow toll revenues will decrease through time if there is no growth in traffic volume or inflation. The magnitude of the decrease varies depending on the total volume of traffic; however, in the year ended March 31, 2005, in the absence of traffic volume growth or inflation, revenues of Yorkshire Link would have declined by approximately £0.6 million or 1.3% compared to revenues for the year ended March 31, 2004.

      Also, the concession provides for a significant reduction in the shadow toll revenues payable by the Transport Secretary from 2014.

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The Transport Secretary may terminate the concession without compensation to our toll road business or with insufficient compensation, which would reduce the value of our investment and negatively affect our operating results.

      If our toll road business defaults on its obligations set out in the concession, the Transport Secretary may terminate the concession without compensation to our toll road business. Even if our toll road business does not default on its obligations under the concession, the Transport Secretary may terminate the concession in the event that:

•  the performance of the concession becomes impossible without the exercise of a statutory power by the Transport Secretary;

•  the Transport Secretary chooses not to exercise that power following a request from our toll road business; and

•  our toll road business and the Transport Secretary fail to agree on an alternative means of performance within a period of 90 days.

      We are unable to predict if or when such circumstances might occur. The concession also may be terminated by the Transport Secretary in certain other circumstances, including an event of force majeure. The compensation required to be paid in such circumstances may be insufficient for us to recover our full investment in our toll road business. Failure to compensate our toll road business in the event of termination may result in the value of our investment in our toll road business being reduced to nothing since our toll road business would likely default on its debt obligations in these circumstances.

We share control of our toll road business equally with our partner Balfour Beatty and, as a result, are not in a position to control operations, strategies or financial decisions without the concurrence of Balfour Beatty.

      We hold a 50% interest in our toll road business and the remaining 50% is held by Balfour Beatty. We are not in a position to control operations, strategies or financial decisions without the agreement of Balfour Beatty. Conflicts may arise in the future between our business objectives and those of Balfour Beatty. If this were to occur, decisions to take action necessary, in our view, for the proper management of the business might not be made.

MCG’s investments in Broadcast Australia and Arqiva rely upon key customers. If contracts with these customers were terminated and Broadcast Australia or Arqiva were not adequately compensated, or if the contracts were not renewed, MCG’s revenues would be significantly reduced.

      MCG’s only investments at present are 100% ownership of Broadcast Australia and a 54% stake in Arqiva. Broadcast Australia’s two key customers are the government-owned national broadcasters, the Australian Broadcasting Corporation, or the ABC, and Special Broadcasting Service, or SBS, which together accounted for approximately 87% of Broadcast Australia’s total revenue in its fiscal year ended June 30, 2005. ABC and SBS both currently receive Australian government funding to provide transmission services, but that funding could be reduced or withdrawn. Broadcast Australia has entered into a series of long-term contracts with ABC and SBS, with terms generally ending between 2008 and 2024. The majority of Arqiva’s revenue is earned under long-term contracts with a small number of customers, with terms generally ending between 2007 and 2015. If these contracts are terminated and Broadcast Australia or Arqiva are not adequately compensated, or the contracts are not renewed at their expiration, Broadcast Australia’s or Arqiva’s operations would be materially adversely affected.

A change in the ownership of the ABC or SBS may cause Broadcast Australia to be in default under its loan agreements, which would adversely affect dividends paid by MCG to us.

      An event of default occurs under Broadcast Australia’s loan agreements if the Australian government ceases to own more than 50% of the issued shares of the ABC and if Broadcast Australia’s medium-term

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notes have not been repaid within 270 days, or if the Australian government ceases to own or control more than 50% of the issued shares of the ABC or SBS and this has a material adverse effect on Broadcast Australia’s ability to perform its obligations under the loan agreements. If such an event of default occurs, it will adversely affect the amount of dividends paid by MCG to us.

SEW’s revenues are subject to regulation and SEW may receive unfavorable treatment from U.K. regulatory authorities, which could negatively impact its revenue in the future.

      As the sole water-only supplier in its service areas, the prices that SEW charges for its services are subject to review and approval every five years by Ofwat, the water regulator for England and Wales. Ofwat has the power to deny recovery of certain operating expenses and/or capital expenditures. These are significant for SEW, in common with other water companies in England and Wales, due to the age of some parts of their water network. Similarly, Ofwat could determine that a reduced return on invested capital should be allowed. Taking these views and reducing the prices that SEW charges for its services would cause a negative impact on the future revenues of the company.

SEW is dependent on the availability of water supplies and, if such supply is not sufficient, could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

      SEW requires sufficient water to supply its customer base. The availability of water is subject to, among other things, SEW continuing to benefit from water abstraction licenses, contractual arrangements for the supply of water from neighboring water companies, investment in increasing water resources to match customer growth and short-term issues affecting water supply, such as drought. Ofwat has placed SEW, along with other southern water companies, in the lowest quartile in terms of security of water supply. As a result of the current water shortage and continuing housepipe ban, SEW has been exposed to additional costs and reputational damage. There are significant uncertainties beyond SEW’s control affecting the amount of water resources, including climate change, the amount of annual rainfall, the rate of house building and industrial development in SEW’s service areas and other factors. SEW could incur substantial costs to secure a sufficient water supply which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

SEW is required to comply with government regulations with respect to water quality. If SEW failed to comply, SEW could be fined, become subject to other punitive regulatory action and/or become liable for any injury caused to its customers by inadequate water quality, any of which could have a significant negative impact on SEW’s profitability.

      SEW’s water quality is required to meet standards set by the U.K. government’s Drinking Water Inspectorate. In addition, SEW is required to meet other U.K. government guidelines in relation to the security of its facilities. If SEW failed to comply with these guidelines, SEW could be fined, become subject to other punitive regulatory action and/or become liable for any injury caused to its customers by inadequate water quality, any of which could have a significant negative impact on SEW’s profitability.

We may face a greater exposure to terrorism than other companies because of the nature of our businesses and investments.

      We believe that infrastructure businesses face a greater risk of terrorist attack than other businesses, particularly those businesses that have operations within the immediate vicinity of metropolitan and suburban areas. Any terrorist attacks that occur at or near our business locations would likely cause significant harm to our employees and assets. As a result of the terrorist attacks in New York on September 11, 2001, insurers significantly reduced the amount of insurance coverage available for liability to persons other than employees or passengers for claims resulting from acts of terrorism, war or similar events. A terrorist attack that makes use of our property, or property under our control, may result in liability far in excess of available insurance coverage. In addition, any further terrorist attack, regardless of location, could cause a disruption

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to our business and a decline in earnings. Furthermore, it is likely to result in an increase in insurance premiums and a reduction in coverage, which could cause our profitability to suffer.

The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings.

      The market price of our shares may fluctuate significantly. Many factors that are beyond our control may significantly affect the market price and marketability of our shares and may adversely affect our ability to raise capital through equity financings. These factors include the following:

•  price and volume fluctuations in the stock markets generally;

•  significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;

•  changes in our earnings or variations in operating results;

•  any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;

•  changes in regulatory policies or tax law;

•  operating performance of companies comparable to us; and

•  loss of a major funding source.

A significant and sustained increase in the price of oil could have a negative impact on the revenues of a number of our businesses.

      A significant and sustained increase in the price of oil could have a negative impact on the revenues of a number of our business. Higher prices for jet fuel could result in less use of aircraft by general aviation customers which would have a negative impact on the revenues of our airport services business. Higher prices for jet fuel will increase the cost of traveling by commercial aviation which could result in lower enplanements at the airports where our airport parking business operates and therefore less patronage of our parking facilities and lower revenues. Higher fuel prices could also result in less traffic using Yorkshire Link and therefore lower shadow toll payments and would increase the cost of power to our district energy business which it may not be able to fully pass on to customers pursuant to the terms of our contracts with them.

Risks Related to Taxation

Shareholders may be subject to taxation on their share of our taxable income, whether or not they receive cash distributions from us.

      Shareholders may be subject to U.S. federal income taxation and, in some cases, state, local, and foreign income taxation on their share of our taxable income, whether or not they receive cash distributions from us. Shareholders may not receive cash distributions equal to their share of our taxable income or even the tax liability that results from that income. In addition, if we invest in the stock of a controlled foreign corporation (or if one of the corporations in which we invest becomes a controlled foreign corporation, an event which we cannot control), we may recognize taxable income, which shareholders will be required to take into account in determining their taxable income, without a corresponding receipt of cash to distribute to them.

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If the company fails to satisfy the “qualifying income” exception, all of its income, including income derived from its non-U.S.  assets, will be subject to an entity-level tax in the United States, which could result in a material reduction in our shareholders’ cash flow and after-tax return and thus could result in a substantial reduction in the value of the shares.

      A publicly traded partnership will not be characterized as a corporation for U.S. federal income tax purposes so long as 90% or more of its gross income for each taxable year constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. We refer to this exception as the qualifying income exception. The company has concluded that it is classified as a partnership for U.S. federal income tax purposes. This conclusion is based upon the fact that: (a) the company has not elected and will not elect to be treated as a corporation for U.S. federal income tax purposes; and (b) for each taxable year, the company expects that more than 90% of its gross income is and will be income that constitutes qualifying income within the meaning of Section 7704(d) of the Code. Qualifying income includes dividends, interest and capital gains from the sale or other disposition of stocks and bonds. If the company fails to satisfy the “qualifying income” exception described above, items of income and deduction would not pass through to shareholders and shareholders would be treated for U.S. federal (and certain state and local) income tax purposes as shareholders in a corporation. In such case, the company would be required to pay income tax at regular corporate rates on all of its income, including income derived from its non-U.S. assets. In addition, the company would likely be liable for state and local income and/or franchise taxes on all of such income. Distributions to shareholders would constitute ordinary dividend income taxable to such shareholders to the extent of the company’s earnings and profits, and the payment of these dividends would not be deductible by the company. Taxation of the company as a corporation could result in a material reduction in our shareholders’ cash flow and after-tax return and thus could result in a substantial reduction of the value of the shares.

The current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law may be adversely affected, changed or repealed in the future. Further, should the dividends we receive from CHL, MCG and SEW no longer be treated as qualified dividend income, your distributive share of any dividends we receive from such companies will be taxed at the tax rates generally applicable to ordinary income, which could negatively impact your after-tax return.

      Under current law, qualified dividend income and long-term capital gains are taxed to non-corporate investors at a maximum U.S. federal income tax rate of 15%. This tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any time and is currently scheduled to expire for tax years beginning after December 31, 2008. We anticipate that we will report each shareholder’s distributive share of dividends we receive from SEW as qualified dividend income, but it is possible that the Internal Revenue Service, or the IRS, may take a contrary view under existing law or that regulations or other administrative guidance interpreting the qualified dividend income provisions will prevent dividends received by the company from SEW from constituting qualified dividend income. Further, because the ownership and activities of CHL, MCG and SEW are not within our control, each of such entities could experience a change of ownership or activities that could result in dividends we receive from such corporations no longer being considered qualified dividend income, and we will be unable to stop such a change from occurring.

Item 1B.      Unresolved Staff Comments

      None.

Item 2.      Properties

Airport Services Business

      Our airport services business does not own any real property. Its operations are carried out under various leases. Our airport services business leases office space for its head office in Plano, Texas, and satellite offices in Baltimore, Maryland and at Teterboro Airport. For more information regarding our FBO

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locations see “Business — Our Businesses and Investments — Airport Services — Business Locations” in Part I, Item 1. The lease in Plano expires in 2008 and the lease in Baltimore expires in 2006. We believe that these facilities are adequate to meet current and foreseeable future needs.

      At its FBO sites, our airport services business owns or leases a number of vehicles, including fuel trucks, as well as other equipment needed to service customers. Some phased replacement and routine maintenance is performed on this equipment. We believe that the equipment is generally well maintained and adequate for present operations.

Airport Parking Business

      Our airport parking business has 31 off-airport parking facilities located at 20 airports throughout the United States. The land on which the facilities are located is either owned or leased by us. The material leases are generally long-term in nature. Please see the description under “Business — Our Businesses and Investments — Airport Parking Business — Locations” in Part I, Item 1 for a fuller description of the nature of the properties where these facilities are located.

      Our airport parking business leases office space for its head office in Downey, California. The lease expires in 2010. We believe that the leased facility is adequate to meet current and foreseeable needs.

      Our airport parking business operates a fleet of shuttle buses to transport customers to and from the airports at which it operates. The buses are either owned or leased. The total size of the fleet is approximately 205 shuttle buses. Some routine maintenance is performed by its own mechanics, while we outsource more significant maintenance. We believe that these vehicles are generally well maintained and adequate for present operations. Our airport parking business replaces the shuttle fleet approximately every three to five years.

District Energy Business

      Thermal Chicago owns or leases six plants as follows:

Plant Number		Ownership or Lease Information
	P-1	Thermal Chicago has a long-term ground lease until 2043 with an option to renew for 49 years. The plant is owned by Thermal Chicago.
	P-2	Property and plant are owned by Thermal Chicago.
	P-3	Thermal Chicago has a ground lease that expires in 2017 with a right to renew for ten years. The plant is owned by Thermal Chicago but the landlord has a purchase option over one-third of the plant.
	P-4	Thermal Chicago has a ground lease that expires in 2016 and we may renew the lease for another ten years for the P-4B plant unilaterally, and for P-4A, with the consent of the landlord. Thermal Chicago acquired the existing P-4A plant and completed the building of the P-4B plant in 2000. The landlord can terminate the service agreement and the plant A premises lease upon transfer of the property, on which the A and B plants are located, to a third party.
	P-5	Thermal Chicago has an exclusive perpetual easement for the use of the basement where the plant is located.
	P-6	Thermal Chicago has a contractual right to use the property pursuant to a service agreement. Thermal Chicago will own the plant until the earliest of 2025 when the plant reverts to the customer or until the customer exercises an early purchase option. Early in 2005, the customer indicated its intent to exercise the early purchase option but has not pursued the matter to date.

      These six plants have sufficient capacity to currently serve existing customers. For new customers, a system expansion will be needed as discussed in the specific capital expenditure section. Please see “Our Businesses and Investments — District Energy Business — Business — Thermal Chicago — Overview” in Item 1. Business for a discussion of individual plant capacities.

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      Northwind Aladdin’s plant is housed in its own building on a parcel of leased land within the perimeter of the Aladdin resort and casino. The lease is co-terminus with the supply contract with the Aladdin resort and casino. The plant is owned by Northwind Aladdin and upon termination of the lease the plant is required to either be abandoned or removed at the landlord’s expense. The plant has sufficient capacity to serve its customers and has room for expansion if needed.

Toll Road Business

      Connect M1-A1 Limited does not own any real estate. It has a license to occupy the land on which Yorkshire Link has been constructed, and it has a lease over the site used as the maintenance compound for the duration of the concession.

SEW

      SEW owns four reservoirs, 171 storage towers and 64 treatment plants. As of December 31, 2005, the unaudited book value of SEW’s tangible assets was £415.9 million (USD $715 million). Its main network extends some 6,000 miles. A review by SEW of the condition of its assets, which was accepted by Ofwat, indicated that 87% of SEW’s assets are in average or better-than-average condition with the majority of the balance nearing the end of their useful life and thus requiring replacement over the next ten years and a small percentage that require replacement in the short term.

Item 3.      Legal Proceedings

Airport Services Business

      On or about May 15, 2002, the families of two pilots killed in a plane crash in 2000 filed complaints in the Supreme Court of New York against a number of parties, including EAS, a subsidiary within our airport services business, and a formerly owned subsidiary, Million Air Interlink, Inc., or Million Air Interlink, asserting claims for punitive damages, wrongful death and pain and suffering and seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The plaintiffs’ claim arose out of a plane crash allegedly caused by one of the aircraft’s engines losing power, which caused the plane to crash, killing all on board. The engine lost power as a result of fuel starvation. The plaintiffs alleged this was caused by insufficient fuel or design fault. The plane had last been refueled prior to the accident at the Farmingdale FBO operated by Flightways of Long Island, Inc., or Flightways, on the day of the accident.

      EAS and Million Air Interlink moved to dismiss the complaints for lack of jurisdiction because Flightways, rather than EAS or Million Air Interlink, was the entity that operated the Farmingdale FBO, and that employed the person who refueled the plane in question. The court denied the motion, permitting discovery to go forward on the jurisdictional issues, and with leave for the defendants to refile the motion if discovery warranted doing so.

      Flightways was subsequently added as a defendant. USAIG, the insurer of Flightways under the primary insurance policy, assumed the defense on behalf of the three Atlantic defendants. On June 23, 2005, the defendants entered into a settlement agreement with the plaintiffs under which the three Atlantic defendants are liable for $325,000 of the total settlement amount, all of which is expected to be covered by insurance. The settlement is pending surrogate court approval.

      On February 28, 2005, Rohan Foster and Margaret Foster filed a complaint in the Supreme Court of New Jersey, Passaic County, naming several defendants, including various parties within our airport services business, based on injuries they allegedly suffered when a Challenger CL-600 aircraft failed to ascend during take off from the Teterboro Airport and ran off of the runway, the airport grounds, onto and across a public highway. The complaint alleges, among other things, negligence in the maintenance and control of the aircraft and maintenance, operation, management and control of the airport, and seeks an unspecified amount of compensatory and special damages. The plaintiffs have agreed to voluntarily dismiss the claim without prejudice against the AvPorts defendant. We are seeking a similar dismissal for

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the Atlantic defendants. On April 14, 2005, James and Catherine Dinnall filed a complaint in the Superior Court of New Jersey, Essex County, naming several defendants, including various parties within our airport services business, based on injuries allegedly suffered in the same incident at the Teterboro Airport. The complaint alleged, among other things, negligence in the inspection, service and maintenance of the aircraft and in permitting an allegedly unfit aircraft to be used on the runway, seeking an unspecified amount of compensatory and punitive damages and costs of suit. The claim against the AvPorts defendant has been dismissed without prejudice and we are seeking a similar dismissal for the Atlantic defendants.

Toll Road Business

      Neither Macquarie Yorkshire, CHL nor Connect M1-A1 Limited is currently a party to any material legal proceedings.

      On March 20, 2004, a fatal road accident occurred on Yorkshire Link. The accident is currently the focus of an ongoing investigation by local police authorities. As part of their investigation, the police have interviewed several employees and, pursuant to a search warrant, have collected certain documentation from Connect M1-A1 Limited’s offices. Connect M1-A1 Limited has fully cooperated with the police investigation and, to date, has received no further information with respect to the outcome of the police investigation. Connect M1-A1 Limited has conducted an internal investigation and believes that its maintenance of the section of Yorkshire Link where the accident occurred was in compliance with its obligations under the concession. The seller to us of our interest in Yorkshire Link has indemnified us for our proportional share of any loss of revenue, penalties awarded by a court in potential civil or criminal proceedings or imposed by the Transport Secretary under the concession and legal expenses and other costs associated with any claim arising from this accident up to a maximum of £2.75 million.

SEW

      In 2003 and 2004, V.A.S. Maddison Ltd., a previous contractor of SEW, contacted SEW, claiming approximately £1.4 million with respect to the alleged incorrect allocation of two contracts during the period from 1997 to 2001, and £5.1 million in lost profits and bid costs with respect to alleged breaches of procurement rules in relation to the award of a contract in 2001. In addition, V.A.S. Madison claims that SEW owes an additional £2.6 million relating to work performed. SEW does not believe any additional amounts are owed. To date, no formal claim has been made.

      Saur International had been engaged by SEW, then owned by Saur UK and part of the Bouygues Group, to develop and implement a new billing system for SEW, for completion by the end of 2004. Following extended delays and technical problems with the software, SEW notified Saur International of its intention to terminate the project in December 2004. By the end of January, the parties were unable to reach agreement or agree to mediate the dispute. In March 2005, SEW initiated a claim against Saur International through arbitration with the International Chamber of Commerce in France for £13.2 million to recover amounts paid to Saur International for the purchase of the customer billing system and costs incurred as a result of having to terminate the project. On April 4, 2005, SEW was notified that Saur International had responded with a counterclaim of £4.6 million allegedly representing unpaid invoices, damages suffered and costs incurred. In December 2005, Saur International amended its counterclaim to £12.2 million, alleging loss of revenue opportunities and damage to brand image.

Item 4.      Submission of Matters to a Vote of Securityholders

      None.

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Part II

Item 5.      Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

      Our common stock is traded on the NYSE under the symbol “MIC.” Our common stock began trading on the NYSE on December 16, 2004. The following table sets forth, for the fiscal periods indicated, the high and low sale prices per share of our common stock on the NYSE:

	High		Low
Fiscal 2004
Fourth Quarter (December 16, 2004 through December 31, 2004)	$	29.35	$	25.00
Fiscal 2005
First Quarter	$	30.08	$	27.91
Second Quarter		29.82		27.21
Third Quarter		28.80		27.92
Fourth Quarter		31.00		28.44
Fiscal 2006
First Quarter (through February 16, 2006)	$	34.30	$	30.79

      As of February 16, 2006 we had 27,050,745 shares of trust stock outstanding that were held by approximately 120 holders of record; however, we believe the number of beneficial owners of our shares exceeds this number.

Disclosure of NYSE-Required Certifications

      Because our trust stock is listed on the NYSE, our Chief Executive Officer is required to make, and on June 23, 2005 did make, an annual certification to the NYSE stating that he was not aware of any violation by the company of the corporate governance listing standards of the NYSE. In addition, we have filed, as exhibits to this annual report on Form 10-K, the certifications of the Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 to be filed with the SEC regarding the quality of our public disclosure.

Distribution Policy

      We intend to declare and pay regular quarterly cash distributions on all outstanding shares. Our policy is based on the predictable and stable cash flows of our businesses and investments and our intention to pay out as distributions to our shareholders the majority of our cash available for distributions and not to retain significant cash balances in excess of prudent reserves in our operating subsidiaries. We intend to finance our internal growth strategy primarily with selective operating cash flow and using existing debt and other resources at the company level. We intend to finance our acquisition strategy primarily through a combination of issuing new equity and incurring debt and not through operating cash flow. If our strategy is successful, we expect to maintain and increase the level of our distributions to shareholders in the future.

      In 2005, we made the following per share distributions:

Declared	Period Covered		$ Per Share		Record Date		Payable Date
May 14, 2005		Dec 15 - Dec 31, 2004	$	0.0877		June 2, 2005		June 7, 2005
May 14, 2005		Qtr. End March 31, 2005		$0.50		June 2, 2005		June 7, 2005
August 8, 2005		Qtr. End June 30, 2005		$0.50		September 6, 2005		September 9, 2005
November 7, 2005		Qtr. End September 30, 2005		$0.50		December 6, 2005		December 9, 2005

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      The declaration and payment of any future distribution will be subject to a decision of the company’s board of directors, which includes a majority of independent directors. The company’s board of directors will take into account such matters as general business conditions, our financial condition, results of operations, capital requirements and any contractual, legal and regulatory restrictions on the payment of distributions by us to our shareholders or by our subsidiaries to us, and any other factors that the board of directors deems relevant. In particular, each of our businesses and investments have substantial debt commitments, which must be satisfied before any of them can distribute dividends or make distributions to us. These factors could affect our ability to continue to make distributions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in Part II, Item 7.

Securities Authorized for Issuance Under Equity Compensation Plans

      The table below sets forth information with respect to shares of trust stock authorized for issuance as of December 31, 2005:

					Number of Securities
	Number of				Remaining Available
	Securities to be		Weighted-Average		for Future Issuance
	Issued Upon Exercise		Exercise Price of		under Equity
	of Outstanding		Outstanding		Compensation Plans
	Options, Warrants		Options, Warrants		(Excluding Securities
Plan Category	and Rights		and Rights		Under Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by securityholders(1)		15,873	$	0.00		(1	)
Equity compensation plans not approved by securityholders		—		—		—
Total		15,873	$	0.00		(1	)

(1)  Information represents number of shares of trust stock issuable upon the vesting of director stock units pursuant to our independent directors’ equity plan, which was approved and became effective in December 2004. Under the plan, each independent director elected at our annual meeting of shareholders is entitled to receive a number of director stock units equal to $150,000 divided by the average closing sale price of the trust stock during the 10-day period immediately preceding our annual meeting. The units vest on the day prior to the following year’s annual meeting. We granted 5,921 director stock units to each of our independent directors elected at our 2005 annual shareholders’ meeting based on the average 10-day closing price of $28.35. Currently, we have 60,000 shares of trust stock reserved for future issuance under the plan.

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Item 6.      Selected Financial Data

      The selected financial data includes the results of operations, cash flow and balance sheet data of North America Capital Holding Company, or NACH, which was deemed to be our predecessor. We have included the results of operations and cash flow data of NACH for the years ended December 31, 2002 and December 31, 2003, for the period from January 1, 2004 through July 29, 2004 and for the period July 30, 2004 through December 22, 2004. The period from December 23, 2004 through December 31, 2004 includes the results of operations and cash flow data for our businesses and investments from December 23 through December 31, 2004 and the results of the company from April 13, 2004 through December 31, 2004. The year ended December 31, 2005 includes the full year of results for our consolidated group, with the results of businesses acquired during 2005 being included from the date of acquisition. We have included the balance sheet data of NACH at December 31, 2003, and our consolidated balance sheet data at December 31, 2004 and December 31, 2005.

				Successor			Predecessor			Predecessor
	Successor			Dec 23			July 30			January 1			Predecessor
	Year Ended			through			through			through			Year Ended
	Dec 31,			Dec 31,			Dec 22,			July 29,			December 31,
	2005			2004			2004			2004			2003			2002
	($ in thousands, except per share information)
Statement of Operations Data:
Revenue:
Revenue from fuel sales	$	143,273		$	1,681		$	29,465		$	41,146		$	57,129		$	49,893
Service revenue		156,167			3,257			9,839			14,616			20,720			18,698
Lease income		5,303			126			—			—			—			—
Total revenue		304,743			5,064			39,304			55,762			77,849			68,591
Cost of revenue:
Cost of revenue — fuel		(84,806	)		(912	)		(16,599	)		(21,068	)		(27,003	)		(22,186	)
Cost of revenue — service(1)		(81,834	)		(1,633	)		(849	)		(1,428	)		(1,961	)		(1,907	)
Gross profit		138,103			2,519			21,856			33,266			48,885			44,498
Selling, general and administrative expenses(2)		(82,636	)		(7,953	)		(13,942	)		(22,378	)		(29,159	)		(27,795	)
Fees to manager		(9,294	)		(12,360	)		—			—			—			—
Depreciation expense		(6,007	)		(175	)		(1,287	)		(1,377	)		(2,126	)		(1,852	)
Amortization of intangibles		(14,815	)		(281	)		(2,329	)		(849	)		(1,395	)		(1,471	)
Operating income		25,351			(18,250	)		4,298			8,662			16,205			13,380
Interest income		4,064			69			28			17			71			63
Dividend income		12,361			1,704			—			—			—			—
Finance fees		—			—			(6,650	)		—			—			—
Interest expense		(33,800	)		(756	)		(2,907	)		(4,655	)		(4,820	)		(5,351	)
Equity in earnings (loss) and amortization charges of investee		3,685			(389	)		—			—			—			—
Other income (expense)		123			50			(39	)		(5,135	)		(1,219	)		—
Income (loss) from continuing operations before income tax		11,784			(17,572	)		(5,270	)		(1,111	)		10,237			8,092
Income tax benefit (expense)		3,615			—			(286	)		597			(4,192	)		(3,150	)
Minority interests		(203	)		(16	)		—			—			—			—

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				Successor			Predecessor			Predecessor
	Successor			Dec 23			July 30			January 1			Predecessor
	Year Ended			through			through			through			Year Ended
	Dec 31,			Dec 31,			Dec 22,			July 29,			December 31,
	2005			2004			2004			2004			2003			2002
	($ in thousands, except per share information)
Income (loss) from continuing operations		15,196			(17,588	)		(5,556	)		(514	)		6,045			4,942
Discontinued operations:
Income from operations of discontinued operations		—			—			116			159			121			197
Loss on disposal of discontinued operations		—			—			—			—			(435	)		(11,620	)
Income (loss) on disposal of discontinued operations (net of applicable income tax provisions)		—			—			116			159			(314	)		(11,423	)
Net income (loss)		15,196			(17,588	)		(5,440	)		(355	)		5,731			(6,481	)
Basic and diluted earnings (loss) per share(3)		0.56			(17.38	)		—			—			—			—
Cash Flow Data:
Cash provided by (used in) operating activities		43,547			(4,045	)		(577	)		7,757			9,811			9,608
Cash (used in) provided by investing activities		(201,950	)		(467,477	)		(228,145	)		3,011			(4,648	)		(2,787	)
Cash provided by (used in) financing activities		133,847			611,765			231,843			(5,741	)		(5,956	)		(5,012	)
Effect of exchange rate		(331	)		(193	)		—			—			—			—
Net (decrease) increase in cash	$	(24,887	)	$	140,050		$	3,121		$	5,027		$	(793	)	$	1,809

(1)	Includes depreciation expense of $8.1 million for the year ended December 31, 2005, relating to our airport parking and district energy businesses.
(2)	The company incurred $6 million of non-recurring acquisition and formation costs that have been included in the December 23, 2004 to December 31, 2004 consolidated results of operations.
(3)	Basic and diluted earnings (loss) per share was computed on a weighted average basis for the year ended December 31, 2005 and for the period April 13, 2004 (inception) through December 31, 2004. The basic weighted average computation of 26,919,608 shares of trust stock outstanding for 2005 was computed based on 26,610,100 shares outstanding from January 1, 2005 through April 18, 2005, 27,043,101 shares outstanding from April 19, 2005 through May 24, 2005 and 27,050,745 shares outstanding from May 25, 2005 through December 31, 2005. The diluted weighted average computation of 26,929,219 shares of trust stock outstanding for 2005 was computed by assuming that all of the stock grants provided to the independent directors on May 25, 2005 had been converted to shares on that date. The basic weighted average computation of 1,011,887 shares of trust stock outstanding for 2004 was computed based on 100 shares outstanding from April 13, 2004 through December 21, 2004 and 26,610,100 shares outstanding from December 22, 2004 through December 31, 2004. The stock grants provided to the independent directors on December 21, 2004 were anti-dilutive in 2004 due to our net loss for that period.

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	Successor		Successor		Predecessor
	at		at		at
	December 31,		December 31,		December 31,
	2005		2004		2003
	($ in thousands)
Balance Sheet Data:
Total current assets	$	156,676	$	167,769	$	10,108
Property, equipment, land and leasehold improvements, net		335,119		284,744		36,963
Contract rights and other intangibles, net		299,487		254,530		52,524
Goodwill		281,776		217,576		33,222
Total assets		1,363,298		1,208,487		135,210
Current liabilities		34,598		39,525		15,271
Deferred tax liabilities		113,794		123,429		22,866
Long-term debt, including related party, net of current portion		629,095		434,352		32,777
Total liabilities		786,693		603,676		75,369
Redeemable convertible preferred stock		—		—		64,099
Stockholders’ equity (deficit)		567,665		596,296		(4,258	)

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Item 7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion of the financial condition and results of operations of the company should be read in conjunction with the consolidated financial statements and the notes to those statements included elsewhere herein. This discussion contains forward-looking statements that involve risks and uncertainties and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify such forward-looking statements. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” in Part I, Item 1A. Unless required by law, we undertake no obligation to update forward-looking statements. Readers should also carefully review the risk factors set forth in other reports and documents filed from time to time with the SEC.

GENERAL

      The trust is a Delaware statutory trust that was formed on April 13, 2004. The company is a Delaware limited liability company that was also formed on April 13, 2004. The trust is the sole holder of 100% of the LLC interests of the company. Prior to December 21, 2004, the trust was a wholly-owned subsidiary of MIMUSA.

      We own, operate and invest in a diversified group of infrastructure businesses, that are providing basic, everyday services, such as parking, roads and water, through long-life physical assets. These infrastructure businesses generally operate in sectors with limited competition and high barriers to entry. As a result, they have sustainable and growing long-term cash flows. We operate and finance our businesses in a manner that maximizes these cash flows.

      The company is dependent upon cash distributions from its businesses and investments to meet its corporate overhead and to pay management fee expenses and to pay dividends. The company expects to receive dividends from its airport services business, airport parking business and district energy business through its directly owned holding company Macquarie Infrastructure Company Inc., or MIC Inc. The company will receive interest and principal on our subordinated loans to, and dividends from, its toll road business and dividends from its investments in Macquarie Communications Infrastructure Group, or MCG, and South East Water, or SEW, through directly owned holding companies that it has formed to hold its interest in each business and investment.

      Distributions received from our businesses and investments net of taxes, are available first to meet management fees and corporate overhead expenses then to fund dividend payments by the company to the trust for payment to holders of trust stock. Base management and performance fees payable to our Manager are allocated between the company and the directly owned subsidiaries based on the company’s internal allocation policy.

      On May 14, 2005 our Board of Directors declared a dividend of $0.50 per share for the quarter ended March 31, 2005, and an additional dividend of $0.0877 per share for the period ended December 31, 2004. The dividend payments were made on June 7, 2005 to holders of record on June 2, 2005. On August 8, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended June 30, 2005. The dividend payments were made on September 9, 2005 to holders of record on September 6, 2005. Additionally, on November 7, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended September 30, 2005. This dividend was paid on December 9, 2005 to holders of record on December 6, 2005. On March 14, 2006, our Board of directors declared a dividend of $0.50 per share payable on April 10, 2006 to holders of record on April 5, 2006.

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Tax Treatment of Distributions

      At the time of our initial public offering, or IPO, we anticipated that substantially all of the portion of our regular distributions that are treated as dividends for US federal income tax purposes should qualify for taxation at the lower US federal income tax rate currently applicable to qualified dividend income (currently a maximum of 15%). In 2005, substantially all of the distributions from MIC Inc. to the company, the trust and ultimately the holders of our trust stock were treated as return of capital for US federal income tax purposes rather than as qualified dividend income. Distributions to holders of our trust stock that are treated as return of capital for US federal income tax purposes are generally not taxable in the hands of holders to the extent that the total amount of such distributions received does not exceed the holders tax basis in the trust stock. Instead such distributions that are not in excess of the holders tax basis in the trust stock will reduce such holders tax basis in the trust stock resulting in more capital gain or less capital loss upon ultimate disposal of the trust stock. Distributions from MIC Inc. were $25.1 million in 2005, representing 51.1% of the total distributions received by the company from our businesses and investments in calendar year 2005. In addition, we received distributions from SEW in 2005 amounting to $8.5 million, or 17.6% of these total distributions, that did not qualify for the reduced tax rates applicable to qualified dividend income. As a consequence, the portion of our distributions for 2005 that are treated as dividends for US federal income tax purposes was lower than expected, and the portion of our distributions that were treated as return of capital for US federal income tax purposes were higher than expected. Further, the portion of our distributions that were treated as dividends for US federal income tax purposes and characterized as qualified dividend income was lower than expected (while still comprising a majority of the portion of our distributions treated as dividends for US federal income tax purposes).

      Beyond 2005, the portion of our distributions that will be treated as dividends or return of capital for US federal income tax purposes is subject to a number of uncertainties. We currently anticipate that substantially all of the portion of our regular distributions that are treated as dividends for US federal income tax purposes should be characterized as qualified dividend income. We expect that future distributions from SEW will qualify for required rates applicable to qualified dividend income.

The IPO and Completed Acquisitions

      On December 21, 2004, we completed our IPO and concurrent private placement, issuing a total of 26,610,000 shares of trust stock at a price of $25.00 per share. Total gross proceeds were $665.3 million before offering costs and underwriting fees of $51.6 million. MIMUSA purchased two million shares ($50 million) of the total shares outstanding, through a private placement. The majority of the proceeds were used to acquire our initial infrastructure businesses and investment.

      We acquired our airport services, district energy and toll road businesses and made our investments in SEW and MCG on December 22, 2004 and acquired our airport parking business on December 23, 2004. These acquisitions were effected by purchasing the shares of North America Capital Holding Company, or NACH, Macquarie Airports North America, Inc., or MANA, Macquarie District Energy Holdings, LLC, or MDEH, Macquarie Americas Parking Corporation, or MAPC, Macquarie Yorkshire Limited, or MYL, stapled securities in MCG and ordinary shares and Preferred Equity Certificates, or PECs, in Macquarie Luxembourg. On January 14, 2005 we acquired General Aviation Holdings, LLC, or GAH, which became a subsidiary of NACH. Consequently, the results of GAH from the date of its acquisition are reflected in our airport services business’ results of operations for the year ended December 31, 2005. On August 12, 2005, our airport services business acquired all of the membership interests in Eagle Aviation Resources, Ltd., or EAR, a Nevada limited liability company doing business as Las Vegas Executive Air Terminal. Consequently, the results of EAR from the date of its acquisition are reflected in the airport services business’ results of operations for the year ended December 31, 2005. On October 3, 2005, our airport parking business completed the acquisition of real property and personal and intangible assets related to the SunPark facilities and, on October 26, 2005, acquired an additional property in Maricopa, Arizona. Consequently, the results of these facilities from the date of acquisition are reflected in the airport parking business’ results of operations for the year ended December 31, 2005.

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      The purchases of our airport services, airport parking and district energy businesses following our IPO were recorded by us using the purchase method of accounting, due to our ability to control each business. MCG is accounted for as an available for sale investment and SEW is recorded under the cost method of accounting. Macquarie Yorkshire, through its 50% ownership of Connect M1-A1 Holdings Limited, or CHL, effectively owns 50% of Connect M1-A1 Limited. Our investment in CHL is accounted for under the equity method of accounting.

      The purchases of GAH, LVE and SunPark were recorded using the purchase method of accounting. The $50.3 million purchase price of GAH (including transaction costs and working capital adjustments) was funded through additional long-term debt borrowings of $32 million with the remainder funded by proceeds from our initial public offering. The $59.8 million purchase price of LVE (including a preliminary working capital adjustment of $244,000 and related transaction costs of $1.6 million) was funded with cash raised in our initial public offering. The $69.8 million purchase price of SunPark (including $4 million of transaction costs, pre-funded reserves and pre-funded capital expenditures) was funded with a combination of $21.2 million of cash, the majority of which was raised in our initial public offering, and $48.7 million of non-recourse debt under a new debt facility.

Pending Acquisitions

      On August 17, 2005, we entered into a joinder agreement with k1 Ventures Limited, K-1 HGC Investment, L.L.C. (together with k1 Ventures, the “K1 Parties”), and Macquarie Investment Holdings Inc. , or MIHI, and a related assignment agreement with MIHI. Under these agreements, we assumed all of MIHI’s rights and obligations as a Buyer under a purchase agreement between MIHI and the K1 Parties for no additional consideration other than providing MIHI with an indemnification for the liabilities, cost and expenses it has incurred as “Buyer” under the purchase agreement. The purchase agreement provides for the acquisition by the Buyer of, at the option of k1 Ventures, either 100% of the interests in HGC Investment or 100% of the membership interests of HGC Holdings, L.L.C.

      HGC Investment owns a 99.9% non-managing membership interest in HGC Holdings, a Hawaii limited liability company, and has the right to acquire the remaining membership interest in HGC Holdings. HGC Holdings is the sole member of The Gas Company, L.L.C., a Hawaii limited liability company which owns and operates the sole regulated gas distribution business in Hawaii as well as a propane sales and distribution business in Hawaii.

      The purchase agreement provides for the payment in cash of a base purchase price of $238 million (subject to working capital and capital expenditure adjustments) with no assumed interest-bearing debt. We currently expect working capital and capital expenditure adjustments to add approximately $12 million to the total purchase price. In addition to the purchase price, it is anticipated that approximately a further $9 million will be paid to cover transaction costs. We expect to finance the acquisition, including an initial up-front deposit of $12.2 million, with $160 million of future subsidiary level debt and the remainder from proceeds from the refinancing of our airport services segment discussed below or other sources of available cash. Absent an intervening use for the proceeds from this refinancing, we do not intend to issue equity in the public markets to complete the acquisition of The Gas Company.

      On March 3, 2006, the Hawaii Division of Consumer Advocacy (Consumer Advocate) filed its position statement recommending approval of our application to the Hawaii Public Utilities Commission, or HPUC, to transfer ownership of The Gas Company to us. The Consumer Advocate’s recommendation was conditioned upon the HPUC accepting the regulatory conditions set forth in the Consumer Advocate’s position statement. We have discussed these conditions with the Consumer Advocate and find them acceptable as presented to the HPUC. We are in the process of preparing a response statement to the HPUC formally accepting the recommended regulatory conditions. In that response, we will be requesting a decision and order from the HPUC that would allow us to close the transaction, if approved, by early June 2006.

      The Gas Company has filed an Annual Report of its financial condition for the year ended December 31, 2004 with the HPUC which included the following unaudited financial information. We are including

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this publicly available information because we believe it provides a general understanding of the historical results of The Gas Company. However, we have not independently verified this information. Furthermore, according to the filing this information was produced in conformity with accounting standards for regulated utilities, which may not be consistent with U.S. Generally Accepted Accounting Principles applicable to non-utility businesses.

      According to the filing with the HPUC, the regulated gas utility business of The Gas Company produced pre-tax, pre-interest net income of $11.3 million and EBITDA of $15 million for the year ended December 31, 2004. The non-utility gas distribution business produced pre-tax, pre-interest net income of $9.5 million for the same period. EBITDA for the non-utility gas distribution business is not presented in the HPUC filing. EBITDA for the gas utility business should not be viewed as an indication of the performance of the non-utility business. Net asset value of the non-regulated gas distribution business was $27.7 million at December 31, 2004, compared to net asset value of the gas utility business of $99.5 million at that date. The above historical financial information should not be taken as an indication of future performance. In particular, we would expect interest expense to increase significantly following our acquisition.

      The purchase agreement contains various provisions customary for transactions of this size and type, including representations, warranties and covenants with respect to the business that are subject to customary limitations. Completion of the acquisition depends on a number of conditions being satisfied by October 31, 2006, including approval by HPUC of the transaction and the subsidiary level debt financing, numerous contractual consents and the expiration or early termination of any waiting period under the Hart-Scott-Rodino Antitrust Act of 1976, as amended, as well as other customary closing conditions. Failure to obtain financing would not permit us to terminate the purchase agreement. Therefore, if we do not obtain sufficient funding for the transaction, we would be required to pay liquidated damages to the seller as described below.

      The purchase agreement provides for the payment of liquidated damages equal to 5% of the base purchase price if the transaction is terminated for breach prior to receipt of regulatory approvals and 10% of the base purchase price if terminated for breach thereafter. In addition, we would be obligated to pay a liquidated damages amount equal to 5% of the base purchase price if approval from HPCU were not obtained due in whole or substantial part to HPUC’s findings regarding our financial, legal or operational qualifications.

      The maximum amount of indemnification payable by either party under the purchase agreement is 75% of the base purchase price, with some exceptions.

      MSUSA is acting as financial advisor to us on the transaction, including in connection with the debt financing arrangements. MIHI and MSUSA are both subsidiaries of Macquarie Bank Limited, the parent company of the our Manager.

IMPACT OF ACQUISITIONS ON OUR RESULTS OF OPERATIONS

      The acquisitions of our consolidated businesses and our equity investment in Macquarie Yorkshire resulted in significant increases in the recorded value of our property, plant and equipment and our intangible assets, including our airport contract rights, customer relationships and technology. Our 2004 consolidated results of operations reflect only nine days of the resulting additional depreciation and amortization expense. Our 2005 annual depreciation and amortization expense increased as this additional expense was fully reflected in our results.

      These acquisitions also resulted in a significant amount of goodwill.

      In the last half of 2004, prior to our acquisition of parts of our airport services and district energy businesses, they were recapitalized with significant levels of non-recourse debt. Our consolidated interest expense increased in 2005 to reflect the full year impact of our additional indebtedness.

      Simultaneous with our acquisition of our parking business’ holding company, the holding company increased its economic ownership in the underlying Macquarie Parking business from 43.1% to 87.1%.

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Minority shareholders did not contribute their full pro-rata share of capital raised for acquisitions in 2005. As a result, the holding company increased it ownership in the underlying Macquarie Parking business from 87.1% to 87.9%. The historical results of the parking business discussed in this section include a larger allocation of net losses to the minority investors. Going forward, we expect to recognize a greater share of the financial performance of our parking business in our consolidated results of operations, reflecting the holding company’s increased ownership in Macquarie Parking.

OPERATING SEGMENTS AND BUSINESSES

Airport Services Business

      Our airport services business depends upon the level of general aviation activity, and jet fuel consumption, for the largest portion of its revenue. General aviation activity is in turn a function of economic and demographic growth in the regions serviced by a particular airport and the general rate of economic growth in the United States. According to estimates from the FAA, in 2004 and 2005, the number of general aviation turbojet aircraft in the United States, which are the major consumers of the services of our airport services business, increased by 3.5% and 4.2%, respectively. General aviation jet fuel consumption increased in 2002 by 3.3% and declined in 2003 by 4.5%. The FAA estimates that general aviation jet fuel consumption grew by 2.8% in 2004, by 4.5% in 2005 and is projected to grow 6.2% in 2006. A number of our airports are located near key business centers, for example, New York — Teterboro, Chicago — Midway and Philadelphia. We believe that as a result the growth in fuel consumption and general aviation activity is higher at our airports than the industry average nationwide.

      Fuel revenue is a function of the volume sold at each location and the average per gallon sale price. The average per gallon sale price is a function of our cost of fuel plus, where applicable, fees and taxes paid to airports or other local authorities for each gallon sold (Cost of revenue — fuel), plus our margin. Our fuel gross profit (Fuel revenue less Cost of revenue — fuel) depends on the volume of fuel sold and the average dollar-based margin earned per gallon. The dollar-based margin charged to customers varies based on business considerations. Dollar-based margins per gallon are generally insensitive to the wholesale price of fuel with both increases and decreases in the wholesale price of fuel generally passed through to customers, subject to the level of price competition that exists at the various FBOs.

      Our airport services business also earns revenues from activities other than fuel sales (Non-fuel revenue). For example, our airport services business earns revenues from refueling some general aviation customers and some commercial airlines on a “pass-through basis,” where we act as a fueling agent for fuel suppliers and for commercial airlines, receiving a fee, generally on a per gallon basis. In addition, our airport services business earns revenue from aircraft landing and parking fees and by providing general aviation customers with other services, such as de-icing and hangar rental. At some facilities we also provide de-icing services to commercial airlines. Our airport services business also earns management fees for its operation of six regional airports under management contracts.

      In generating non-fuel revenue, our airport services business incurs supply expenses (Cost of revenue — non-fuel), such as de-icing fluid costs and payments to airport authorities, which vary from site to site. Cost of revenue — non-fuel are directly related to the volume of services provided and therefore generally increase in line with non-fuel revenue.

      Our airport services business incurs expenses in operating and maintaining each FBO, such as rent and insurance, which are generally fixed in nature. Other expenses incurred in operating each FBO, such as salaries, generally increase with the level of activity. In addition, our airport services business incurs general and administrative expenses at the head office that include senior management expenses as well as accounting, information technology, human resources, environmental compliance and other corporate costs.

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Airport Parking Business

      The revenues of our airport parking business include both parking and non-parking components. Parking revenues, which comprise the substantial majority of total revenues, are driven by the volume of passengers using the airports at which the business operates, its market share at each location and its parking rates. We aim to grow our parking revenue by increasing our market share at each location and optimizing parking rates taking into consideration local demand and competition. We compete for market share against other parking facilities (on- and off-airport) and to a lesser extent against alternative modes of transport to the airport, such as trains, taxis, private transport or rental cars. Among other factors, market share is driven by the capacity of the parking facility, the proximity of the parking facility to the airport, the quality of service provided and the parking rates. Our airport parking business seeks to increase market share through marketing initiatives to attract both returning customers and air travelers who have not previously used off-airport parking and through improved services. Our ability to successfully execute marketing, pricing and service initiatives is key to maintaining and growing revenues. Non-parking revenue includes primarily transportation services.

      Turnover and intra-day activity are captured in the “cars out” or total number of customers exiting during the period. This measure, in combination with average parking revenue per car out and available overnight occupancy, are primary indicators of our customer mix and dictate our ongoing revenue management efforts. Average parking revenue is a function of the fee for parking, the discount applied, if any, and the number of days the customer is parked at the facility. For example, an increase in average parking revenue over time can be a result of increased pricing, reduced discounting or a shift in the average length of stay.

      Our parking business’ customers pay a fee for parking at its locations. The parking fees collected constitute revenue earned. The prices charged are a function of demand, quality of service and competition. Parking rate increases are often led by on-airport parking lots and changes in the competitive environment. Most airports have historically increased parking rates rapidly with increases in demand, creating a favorable pricing environment for off-airport competitors. However, in certain markets, the airport may not raise rates in line with general economic trends. Further, our airport parking business seeks to increase parking rates through the value-added services such as valet parking, car washes and covered parking.

      In the discussion of our airport parking business’ results of operations, we disclose the average overnight occupancy for each period. Our airport parking business measures occupancy by counting the number of cars at the “lowest point of the day” between 12 a.m. and 2 a.m. every night. At this time, customer activity is low, and thus an accurate measure of the car count may be taken at each location. This method means that turnover and intra-day activity are not taken into account and therefore occupancy during the day is likely to be much higher than when the counts are undertaken.

      In providing parking services, our airport parking business incurs expenses, such as personnel costs, real estate related costs and the costs of leasing, operating and maintaining its shuttle buses. These costs are incurred in providing customers with service at each parking lot as well as in transporting them to and from the airport terminal. Generally, as the level of occupancy, or usage, at each of the business’ locations increases, labor and the other costs related to the operation of each facility increase. We also incur costs related to damaged cars either as a result of the actions of our employees or criminal activity. The business is continually reviewing security and safety measures to minimize these costs.

      Other costs incurred by Macquarie Parking relate to the provision of the head office function that the business requires to operate. These costs include marketing and advertising, rents and other general and administrative expenses associated with the head office function.

District Energy Business

      Our district energy business is comprised of Thermal Chicago and Northwind Aladdin, which are 100% and 75% indirectly owned, respectively, by MDEH, which is a wholly owned subsidiary. Thermal

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Chicago sells chilled water to 98 customers in the Chicago downtown area and one customer outside of the downtown area under long-term contracts. Pursuant to these contracts, Thermal Chicago receives both capacity and consumption payments. Capacity payments (cooling capacity revenue) are received irrespective of the volume of chilled water used by a customer and these payments generally increase in line with inflation. Capacity payments constituted approximately 46% of Thermal Chicago’s total revenue in 2005.

      Consumption payments (cooling consumption revenue) are a per unit charge for the volume of chilled water used. Such payments are higher in the summer months when the demand for chilled water is at its highest and, as a consequence, approximately 80% of consumption revenue is received in the second and third quarters of each year. Consumption payments also fluctuate moderately from year to year depending on weather conditions. By contract, consumption payments generally increase in line with a number of economic indices that reflect the cost of electricity, labor and other input costs relevant to the operations of Thermal Chicago. The weighting of the individual economic indices broadly reflects the composition of Thermal Chicago’s direct expenses.

      Thermal Chicago’s principal direct expenses in 2005 were electricity 40%, labor 13%, operations and maintenance 16%, depreciation and accretion 23% and other 8%. Electricity usage fluctuates in line with the volume of chilled water produced. Thermal Chicago particularly focuses on minimizing the amount of electricity consumed per unit of chilled water produced, including by storing thermal energy by producing ice at night when electricity costs are generally lower. The ice is then used during the day to chill water when electricity costs and consumption are highest. Other direct expenses, including labor, operations and maintenance, depreciation, and general and administrative are largely fixed irrespective of the volumes of chilled water produced.

      Electric utility restructuring legislation was adopted in Illinois in December 1997 to provide for a transition to a deregulated generation market scheduled for 2007 as discussed under “Our Businesses and Investments — District Energy Business — Business — Thermal Chicago — Electricity Costs” in Item 1. Business. The legislation included a provision for electric utilities, in our case ComEd, to collect a customer transition charge (CTC) from customers who choose to purchase electricity from an alternative retail energy supplier or those who elect ComEd’s Power Purchase Option (PPO) during the transition period. Under the terms of the PPO plan, if the CTC of any participant is reduced to zero, that participant becomes ineligible to purchase electricity under the PPO plan. With the recent high cost of market-based power, ComEd’s calculation of our CTCs at the beginning of 2006 are zero. As a result, we will no longer be able to purchase electricity under the PPO plan effective May 2006. Furthermore, ComEd began to charge transmission charges to its customers that procure energy from retail energy suppliers. These transmission charges had been charged to one of our plants which is currently under a retail energy supply contract. Beginning in May, these charges will also apply to our plants that are no longer eligible for the PPO plan. We have reviewed our options to purchase power for the remainder of 2006 and have entered into a contract to purchase electricity with a retail energy supplier. Based on an historically normal level of electricity usage, we estimate our electricity costs will increase by $750,000 for the remainder of 2006. We believe we can mitigate this impact through a combination of operational and strategic initiatives and offsets from our contract escalators. Had we remained on the PPO contracts and based on an historically normal level of electricity usage, we estimate our electricity costs would have increased by $1.1 million due to the revised PPO rates determined by ComEd in early 2006.

      The Illinois electricity markets are expected to deregulate beginning in January 2007 and we will be required to enter into new electricity purchase arrangements effective at that time. ComEd has proposed a procurement process referred to as a reverse-auction. The market prices of electricity available to us are likely to reflect prices established in the reverse-auction process. Market prices of electricity in Illinois are also affected by changes in natural gas prices, which have been very volatile, but overall have increased significantly over the past year. We cannot predict the market prices for electricity that we will face beginning in 2007 but we anticipate, based on current market dynamics, that electricity will cost substantially more in 2007 than in the second half of 2006, as discussed above. If these market dynamics change in a way that is adverse to us, our costs could be substantially higher than we currently anticipate. In

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addition, on August 31, 2005, ComEd filed a rate case with the ICC, which seeks, among other things, to increase delivery rates in a manner that we believe disproportionately impacts larger users of electricity. If the rate case is approved as currently proposed, our electricity costs would increase by an additional $2 million annually.

      45% or $7.2 million of our 2005 consumption revenue for Thermal Chicago is linked to the Midwest producer price index. The producer price index reflects the cost of electricity across a broad geographic region in the Midwest and, as a result, does not fully reflect changes in electricity costs that occur locally. Changes in this index, which are not in our control, combined with recent significant increases in electricity costs discussed above, are likely to result in our electricity costs increasing significantly without a corresponding increase in contracted revenues to fully offset the cost. In addition, because our contracts typically adjust consumption charges annually, there is likely to be a significant lag before changes in the market prices of electricity are reflected in our contracts overall. We are currently evaluating the components and calculation of the producer price index and alternative contractual price adjustment options to determine whether our contract provisions will allow us to better offset recent increases in electricity costs described above.

      Northwind Aladdin provides cold and hot water and back-up electricity under two long-term contracts that expire in February 2020. Pursuant to these contracts, Northwind Aladdin receives monthly fixed payments of approximately $5.4 million per annum through March 2016 and monthly fixed payments of approximately $2 million per year thereafter through February 2020. In addition, Northwind Aladdin receives consumption and other variable payments from its customers that allow it to recover substantially all of its operating costs. Approximately 90% of total contract payments are received from the Aladdin resort and casino and the balance from the Desert Passage shopping mall.

      In addition to its 75% interest in Northwind Aladdin, MDEH also owns all of Northwind Aladdin’s senior debt. This debt pays interest quarterly at a rate of 12.14% per year and is scheduled to fully amortize by the end of 2012. This debt is eliminated in consolidation.

Toll Road Business

      We own our toll road business through our 50% interest in CHL and share control with our joint venture partner Balfour Beatty plc. The sole source of revenue of our toll road business is “shadow tolls” received from the U.K. government. This revenue is a function of traffic volume and shadow toll rates. In general, traffic volume is driven by general economic and demographic growth in the region served. Yorkshire Link has been in operation for over six years and traffic volumes have grown continuously over this period. It is typical for a toll road to show strong traffic growth early in its life as drivers switch from congested alternative routes to the new road and then, as the road matures, for growth to trend toward levels that are reflective of overall economic and demographic growth in the region serviced by the road. As Yorkshire Link is a mature toll road, we expect that future traffic growth during the remainder of the concession will be consistent with economic and demographic growth rates.

      Based on a formula contained in the concession, revenues increase with increases in the volume of traffic using Yorkshire Link and the rate of inflation in the United Kingdom. If traffic volumes do not increase and there is no inflation, toll rates will decline moderately through time due to the operation of the rate structure under the concession. Also, periodically, a global factor in the formula serves to decrease or increase shadow toll rates. The payment calculations are discussed further under “Business — Our Businesses and Investments — Toll Road Business — Business” in Part I, Item I. The operations of Yorkshire Link are relatively straightforward and therefore cash operating expenses are limited. This is partially a reflection of the fact that the road is relatively new. For example, operating expenses, excluding depreciation, comprised only 6.9% of revenues for the year ended March 31, 2005. The majority of revenues after expenses will be used to service Connect M1-A1 Limited’s debt and the remainder will be used to pay distributions to us and our joint venture partner.

      Operating expenses comprise two components: a recurring component that reflects the day-to-day cost of operating Yorkshire Link; and periodic maintenance that is necessary to maintain the condition of

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the road at the standard required by the concession. Day-to-day operating costs can generally be expected to grow at a rate moderately above the rate of inflation. As operating costs are low relative to revenues, significant percentage fluctuations in operating costs do not have a correspondingly significant impact on operating income.

      We account for our toll road business under the equity method of accounting and record profits and losses from our 50% indirect ownership in CHL, net of intangible amortization expense, in the equity in earnings (loss) and amortization charges of investee line of our statement of operations. In addition, we record interest income from our subordinated loans to Connect M1-A1 Limited in the interest income line of our statement of operations and interest expense on the loan from Connect M1-A1 Limited in the interest expense line.

Investments

MCG

      We hold a minority interest in MCG and do not have any influence over its operations. Therefore, our interest in MCG is accounted for as an available for sale investment and dividends received are included in our statement of operations. Unrealized gains and losses in the share price of MCG are reflected in Other Comprehensive Income section of Stockholders’ Equity. The revenues of MCG are derived mainly from the long-term contracts that its businesses, Broadcast Australia and, since January 2005, Arqiva, have entered into to provide broadcast infrastructure in Australia and the United Kingdom. As a result, the revenues of MCG are relatively insensitive to fluctuations in macroeconomic conditions in Australia and the United Kingdom.

SEW

      We hold a minority interest in SEW and do not have significant influence over its operations. Therefore, our interest in SEW is accounted for as a cost investment and dividends received will be included in our statement of operations. The U.K. water industry regulator determines the prices that SEW can charge its customers. These determinations are undertaken every five years using an approach designed to enable SEW to earn sufficient revenues to recover operating costs, capital expenditure and taxes and to generate a return on invested capital, while creating incentives for SEW to operate efficiently. As a result of this price determination mechanism and the fact that demand for water is relatively insensitive to economic conditions, SEW’s earnings are stable.

RESULTS OF OPERATIONS

      We acquired our initial businesses and investments on December 22 and December 23, 2004 using the majority of the proceeds of our initial public offering. As a consequence, our consolidated operating results for the year ended December 31, 2004 only reflect the results of operations of our businesses and investments for a nine day period between December 22, 2004 and December 31, 2004. Any comparisons to our consolidated results of operations to prior periods would not be meaningful. We have therefore included a comparison of the historical results of operations for each of our consolidated businesses, which we believe is a more appropriate approach to explaining the historical financial performance of the company. The results of our businesses acquired during the year ended December 31, 2005 are included in our consolidated operating results from the date of acquisition.

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      Our consolidated results of operations are summarized below (in thousands):

				April 13, 2004
	Year Ended			(inception) to
	December 31,			December 31,
	2005			2004
Revenues
Revenue from fuel sales	$	143,273		$	1,681
Service revenue		156,167			3,257
Financing and equipment lease income		5,303			126
Total revenue		304,743			5,064
Costs and expenses
Cost of fuel sales		84,806			912
Cost of services		81,834			1,633
Selling, general and administrative expenses		82,636			7,953
Fees to manager		9,294			12,360
Depreciation expense		6,007			175
Amortization of intangibles		14,815			281
Total operating expenses		279,392			23,314
Operating income (loss)		25,351			(18,250	)
Other income (expense)
Dividend income		12,361			1,704
Interest income		4,064			69
Interest expense		(33,800	)		(756	)
Equity in earnings (loss) and amortization charges of investee		3,685			(389	)
Other (expense) income, net		123			50
Net income (loss) before income taxes and minority interests		11,784			(17,572	)
Income tax benefit		3,615			—
Net income (loss) before minority interests		15,399			(17,572	)
Minority interests		203			16
Net income (loss)	$	15,196		$	(17,588	)

      For the period from April 13, 2004 to December 31, 2004, we incurred a consolidated net loss of $17.6 million as we had only nine days of operating results from our businesses and because of the $12.1 million performance fee earned by our Manager from the closing of our initial public offering until December 31, 2004. We incurred $6 million of expenses related to the acquisitions of our businesses and organizational expenses. We also earned $1.7 million in dividend income from our investment in MCG, which was subsequently received in February 2005.

      For the year ended December 31, 2005, we earned consolidated net income of $15.2 million. Our consolidated results included net income of $7.1 million from our airport services business, $452,000 from our district energy business, and a loss of $3.3 million from our airport parking business. Our 50% share of net income from the toll road business was $3.7 million, net of non-cash amortization expense of $3.8 million and we also recognized $429,000 in other income. We earned $8.5 million (including $390,000 of other income) in dividend income from our investment in SEW and $4.2 million in dividend income from our investment in MCG. We incurred selling, general and administrative expenses of $9.5 million. Included in selling, general and administrative expenses are $2.9 million related to complying with the requirements under Sarbanes Oxley and $1.8 million related to an unsuccessful acquisition bid. We recorded $9.3 million in base fees earned by our Manager, pursuant to the terms of the management service agreement.

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      Companies acquired in 2004 by MIC, Inc. completed their 2004 tax returns during 2005 for the period prior to their acquisition. An analysis of the net operating losses and other tax attributes that will carryforward to the US federal consolidated tax return of MIC, Inc. and its subsidiaries from those returns, and an analysis of the need for a valuation allowance on the realizability of the company’s deferred tax assets, resulted in a decrease in the consolidated valuation allowance of approximately $5.9 million, $4.4 million of which is included in net income.

      We have included earnings before interest, taxes, depreciation and amortization, or EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for each segment. We use EBITDA to measure our ability to generate operating cash flow and to meet our distribution policy. We generated $70.2 million in EBITDA for the year ended December 31, 2005.

      A reconciliation of EBITDA is provided below (in thousands):

				April 13, 2004
	Year Ended			(inception) to
	December 31,			December 31,
	2005			2004
Net income (loss)	$	15,196		$	(17,588	)
Interest expense, net		29,736			687
Income tax benefit		(3,615	)		—
Depreciation(1)		14,098			370
Amortization(2)		14,815			281
EBITDA	$	70,230		$	(16,250	)

(1)

Includes depreciation expense of $2.4 million and $55,000 for the airport parking business for the year ended December 31, 2005 and the period December 23, 2004 (our acquisition date) through December 31, 2004, respectively. Also includes depreciation expense of $5.7 million and $140,000 for the district energy business for the year ended December 31, 2005 and the period December 22, 2004 (our acquisition date) through December 31, 2004, respectively. The airport parking business and district energy business include depreciation expense within cost of services in our consolidated statement of operations.

(2)

Does not include amortization expense related to intangible assets in connection with our investment in the toll road business, of $3.8 million and $95,000 for the year ended December 31, 2005 and the period December 22, 2004 (our acquisition date) through December 31, 2004, respectively.

Airport Services Business

      In 2004, the airport services business consisted of two reportable segments, Atlantic and AvPorts. Atlantic was owned under North America Capital Holding Company, or NACH. AvPorts was owned under Macquarie Airports North America Inc, or MANA. These businesses are currently being integrated and managed as one business under NACH. Therefore, they are now combined into a single reportable segment. Results for prior periods reflect the combined segment.

      The financial performance for the year ended December 31, 2005 includes the operating results of General Aviation Holdings, LLC or GAH, from the acquisition date of January 14, 2005, and the operating results of Eagle Aviation Resources, Ltd., or EAR, from the acquisition date of August 12, 2005.

      The financial performance for the year ended December 31, 2004 was obtained by combining the following results:

•  Executive Air Support, Inc., or EAS, from January 1, 2004 through July 29, 2004, on which date EAS was acquired by NACH;

•  NACH from January 1, 2004 through December 22, 2004, when it was part of the Macquarie Group;

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•  NACH during the period of our ownership from December 22, 2004 to December 31, 2004;

•  MANA for the period January 1, 2004 through December 22, 2004, prior to our acquisition; and

•  MANA during the period of our ownership from December 22, 2004 to December 31, 2004.

      The financial performance for the year ended December 31, 2003 represents the combined results of operations of EAS (the predecessor of NACH) and MANA. The 2003 and 2004 results do not include the historical performance of GAH or EAR.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Key Factors Affecting Operating Results

•  contribution of positive operating results from two new FBOs in California (GAH) acquired in January 2005 and one FBO in Las Vegas (EAR) acquired in August 2005;

•  higher average dollar per gallon fuel margins at existing locations;

•  continued increases in fuel prices;

•  higher rental income from new hangars and increased tenant occupancy;

•  no significant effect on our results from recent hurricanes; and

•  higher 2005 first quarter de-icing revenues at our northeast locations.

														GAH & EAR
		Existing Locations (NACH & MANA)												Acquisitions			Total
								Change															Change
		2005			2004									2005			2005			2004
		$			$			$			%			$			$			$			$			%
		($ in thousands)
Fuel revenue			115,758			100,363			15,395			15.3			27,515			143,273			100,363			42,910			42.8
Non-fuel revenue			48,677			41,714			6,963			16.7			9,536			58,213			41,714			16,499			39.6
	Total revenue		164,435			142,077			22,358			15.7			37,051			201,486			142,077			59,409			41.8
Cost of revenue-fuel			68,240			53,572			14,668			27.4			16,566			84,806			53,572			31,234			58.3
Cost of revenue-non-fuel			6,718			6,036			682			11.3			862			7,580			6,036			1,544			25.6
	Total cost of revenue		74,958			59,608			15,350			25.8			17,428			92,386			59,608			32,778			55.0
Fuel gross profit			47,518			46,791			727			1.6			10,949			58,467			46,791			11,676			25.0
Non-fuel gross profit			41,959			35,678			6,281			17.6			8,674			50,633			35,678			14,955			41.9
	Gross profit		89,477			82,469			7,008			8.5			19,623			109,100			82,469			26,631			32.3
Selling, general and administrative expenses			54,472			55,041			(569	)		(1.0	)		10,668			65,140			55,041			10,099			18.3
Depreciation and amortization			12,187			12,142			45			0.4			3,465			15,652			12,142			3,510			28.9
Operating income			22,818			15,286			7,532			49.3			5,490			28,308			15,286			13,022			85.2
Other expense			(122	)		(11,814	)		11,692			99.0			(913	)		(1,035	)		(11,814	)		10,779			91.2
Interest expense, net			(10,548	)		(11,423	)		875			7.7			(3,599	)(1)		(14,147	)		(11,423	)		(2,724	)		23.8
Provision (benefit) for income taxes			5,481			(326	)		5,807			1,781.3			543			6,024			(326	)		6,350			1,947.9
Net income (loss) from continuing operations			6,667			(7,625	)		14,292			187.4			435			7,102			(7,625	)		14,727			193.1
Reconciliation of net income (loss) from continuing operations to EBITDA from continuing operations:
Net income (loss) from continuing operations			6,667			(7,625	)		14,292			187.4			435			7,102			(7,625	)		14,727			193.1
Interest expense, net			10,548			11,423			(875	)		7.7			3,599			14,147			11,423			2,724			23.8
Provision (benefit) for income taxes			5,481			(326	)		5,807			1,781.3			543			6,024			(326	)		6,350			1,947.9
Depreciation and amortization			12,187			12,142			45			0.4			3,465			15,652			12,142			3,510			28.9
EBITDA from continuing operations			34,883			15,614			19,269			123.4			8,042			42,925			15,614			27,311			174.9

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(1)  We have allocated a portion of NACH interest expense to GAH and EAR on the basis of amortization expense of intangible assets, mainly airport contract rights, of GAH and EAR as a proportion of total NACH intangible assets amortization expenses. Therefore, we recognize interest expense on EAR even though we did not incur any additional senior debt at the time of our acquisition of EAR.

Revenue and Gross Profit

      Most of our revenue and gross profit is generated through fueling general aviation aircraft at our 19 fixed base operations around the United States. This revenue is categorized according to who owns the fuel we use to service these aircraft. If we own the fuel, we record our cost to purchase that fuel as cost of revenue-fuel. Our corresponding fuel revenue is our cost to purchase that fuel plus a dollar-based margin. We generally pursue a strategy of maintaining, and where appropriate increasing, our margins, thereby passing any increase or decrease in fuel prices to the customer. We also have into-plane arrangements whereby we fuel aircraft with fuel owned by another party. We collect a fee for this service that is recorded as non-fuel revenue. Other non-fuel revenue includes various services such as hangar rentals, de-icing and terminal services. Cost of revenue-non-fuel includes our cost, if any, of providing these services.

      The key factors generating our revenue and gross profit are fuel volume and dollar-based margin per gallon. This applies to both fuel and into-plane revenue. Our customers will occasionally move from one category to the other. Therefore, we believe discussing our fuel and non-fuel revenue and gross profit and the related key metrics on a combined basis provides the most meaningful analysis of our airport services business.

      Our total revenue and gross profit growth was due to several factors:

•  inclusion of the results of GAH and EAR from the respective dates of their acquisitions;

•  rising cost of fuel, which we pass on to customers; to date we have not seen any material negative impact on demand for fuel due to the increases in fuel costs;

•  an increase in dollar per gallon fuel margins at our existing locations, resulting largely from a higher proportion of higher margin customers;

•  higher rental income due to new hangars that opened in 2004 and 2005 at our Chicago and Burlington locations respectively and higher occupancy of our existing locations; and

•  increase in de-icing revenue in the northeastern locations during first quarter of 2005 due to colder weather conditions.

      Our facilities at New Orleans, LA and Gulfport, MS (approximately $2.3 million EBITDA in 2004) were impacted by Hurricane Katrina. Some of our hangar and terminal facilities were damaged. However, our results for the year were not significantly affected by this or any other recent hurricane. We believe that we have an appropriate level of insurance coverage to repair or rebuild our facilities and to cover us for any business interruption we experience in the near term. We anticipate that combined traffic at these facilities in 2006 may be lower than in 2005 as travel to New Orleans and Gulfport has slowed. However, we believe that this will not have a significant effect on our overall results in 2006 or thereafter.

Operating Expenses

      The decrease in operating expenses at existing locations is due to non-recurring transaction costs incurred by EAS associated with the sale of the company in July 2004. This decrease was partially offset by increased professional fees and the implementation of a stock appreciation rights plan for certain employees at the former AvPorts business. The increase in depreciation and amortization was due to the recording of NACH’s and MANA’s net assets to fair value upon their acquisitions, partially offset by the expiration in November 2004 of a two-year non-compete agreement.

      On February 14, 2006, the board of NACH approved the implementation and issuance of a stock appreciation rights program, or SARs, to reward certain employees of the airport services business and to

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incentivize those employees to increase the long term value of that business. The SARs will vest over a five-year period, with the majority of the vesting to occur by July 2009. The SARs will be valued based upon the estimated fair market value of the airport services business as calculated by us. The estimated value of the SARs is $2 million based on the December 31, 2005 valuation, assuming 100% vesting at that date.

Other Expense

      The decrease in other expense in 2005 is primarily due to the recognition of expense attributable to outstanding warrants valued at approximately $5.2 million that were subsequently cancelled in connection with the acquisition of Atlantic by NACH in July 2004, prior to our acquisition of NACH. Also included in 2004 results are $981,000 of costs associated with debt financing required to partially fund NACH’s acquisition of Atlantic and $5.6 million of bridge costs associated with our acquisition of NACH. In 2005, NACH incurred underwriting fees of $913,000 in relation to the acquisition of GAH that were funded with proceeds from our IPO.

Interest Expense, Net

      Interest expense increased by $2.7 million in 2005 over 2004 largely as a result of an increase in the level of debt, which was incurred at the time of our acquisition of GAH, and as a result of the refinancing described below. Interest expense in 2005 includes the following items:

•  $5.7 million of amortization of deferred financing costs, including $4.9 million of deferred financing costs relating to the previously refinanced debt that was written off at the time of the 2005 refinancing;

•  $4.2 million gain on the recognition of the market value of interest rate swaps at the time of the 2005 refinancing; we have kept the swaps in place following the refinancing as outlined below; and

•  $579,000 interest expense on subordinated debt, which we owned, that was converted to equity in June 2005.

      In December 2005, we refinanced two existing debt facilities at our airport services business with a single debt facility. This new debt facility provides an aggregate term loan borrowing of $300 million and a $5 million working capital facility. The facility has a term of five years. Amounts borrowed under the facility bear interest at a margin of 1.75% over LIBOR for the first three years and a margin of 2.00% over LIBOR thereafter. We have interest rate swap arrangements in place for 100% of the aggregate term loan. See “Liquidity and Capital Resources — Commitments and Contingencies” for more details on this refinancing.

      Since we have hedged 100% of our interest rate exposure, our effective interest rate through 2010 is 6.52% on the $300 million loan facility.

EBITDA

      The substantial increase in EBITDA from existing locations is due to increased dollar fuel margins combined with a reduction in other expenses associated with the sale and financing of the acquisition of Atlantic by NACH of approximately $13.4 million in July 2004. Excluding these expenses EBITDA at existing locations would have increased 20.2%.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

      The following section summarizes the historical consolidated financial performance of our airport services business for the years ended December 31, 2004 and 2003.

Key Factors Affecting Operating Results

•  contribution of positive operating results from two FBOs in New Orleans acquired in December 2003;

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•  increased general aviation activity at most locations leading to higher fuel volumes sold and higher non-fuel revenues;

•  continued increases in fuel prices; and

•  non-operating expenses related to the acquisition and subsequent recapitalization of Atlantic.

								Change
		2004			2003
		$			$			$			%
		($ in thousands)
Fuel revenue			100,363			78,883			21,480			27.2
Non-fuel revenue			41,714			35,981			5,733			15.9
	Total revenue		142,077			114,864			27,213			23.7
Cost of revenue — fuel			53,572			37,507			16,065			42.8
Cost of revenue — non-fuel			6,036			5,473			563			10.3
	Total cost of revenue		59,608			42,980			16,628			38.7
Fuel gross profit			46,791			41,376			5,415			13.1
Non-fuel gross profit			35,678			30,508			5,170			16.9
	Gross profit		82,469			71,884			10,585			14.7
Selling, general and administrative expenses			55,041			45,260			9,781			21.6
Depreciation and amortization			12,142			9,853			2,289			23.2
Operating income			15,286			16,771			(1,485	)		(8.9	)
Other expense			(11,814	)		(1,203	)		(10,611	)		882.0
Interest expense, net			(11,423	)		(8,508	)		(2,915	)		34.3
(Benefit) provision for income taxes			(326	)		3,521			(3,847	)		(109.3	)
Net (loss) income from continuing operations(1)			(7,625	)		3,539			(11,164	)		(315.5	)
Income (loss) from discontinued operations (net of applicable income tax provision)			275			(314	)		589			(187.6	)
Net (loss) income			(7,350	)		3,225			(10,575	)		(327.9	)
Reconciliation of net (loss) income from continuing operations to EBITDA from continuing operations:
Net (loss) income from continuing operations(1)			(7,625	)		3,539			(11,164	)		(315.5	)
Interest expense, net			11,423			8,508			2,915			34.3
Benefit (provision) for income taxes			(326	)		3,521			(3,847	)		(109.3	)
Depreciation and amortization			12,142			9,853			2,289			23.2
EBITDA from continuing operations			15,614			25,421			(9,807	)		(38.6	)

(1)  Discontinued operations consist of income (loss) from Atlantic’s charter flight business which was sold in 2003.

Revenue and Gross Profit

      In 2004 and 2003, most of our revenue and gross profit was generated through fueling general aviation aircraft at our 16 fixed base operations around the United States.

      Our total revenue and gross profit growth ($27.2 million and $10.6 million, respectively) was due to several factors including:

•  increase due to acquisition in 2004 of two FBOs in New Orleans (contributing $9.3 million in revenue and $5.3 million in gross profit);

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•  rising cost of fuel, which we pass on to customers ($9.4 million of revenue increase); and

•  an increase in the volume of fuel sold (up 8.3% on a same stores basis) due to increased general aviation activity at most locations, increased volumes due to customer loyalty programs and increased military activity at Louisville with aircraft returning from Iraq and at Gulfport with more military training.

Operating Expenses

      Selling, general and administrative costs increased due to the addition of the two New Orleans locations, including acquisition costs incurred by Executive Air Support associated with the sale of the company in July 2004 and increased costs associated with the overall growth of the business. The costs related to the sale of the company totaled approximately $1.6 million in 2004.

      Depreciation and amortization expense increased by $2.3 million, reflecting the impact of purchase accounting on Atlantic’s asset valuations upon acquisition of Atlantic by NACH, offset by a slight reduction in AvPorts depreciation and amortization expense due to the expiration in November 2004 of non-compete agreements.

Other Expense

      Other expense in 2004 consisted of the recognition of $5.2 million in expense attributable to then outstanding warrants that were subsequently cancelled in connection with the acquisition of Atlantic by NACH and the costs associated with the bridge financing required to fund NACH’s acquisition of Atlantic of $6.6 million.

Interest Expense, Net

      Net interest expense increased by $2.9 million due to an increase in the level of debt incurred after NACH’s acquisition of Atlantic. Interest expense also includes $1.2 million of interest payable on the subordinated debt of MANA, which we own, and is eliminated upon consolidation.

EBITDA

      The substantial decrease in EBITDA is due to costs in 2004 associated with acquisitions (approximately $13.4 million). Excluding these non-operating items, EBITDA increased by approx $3.4 million or 14%, of which approximately $1 million was due to the addition of the two New Orleans FBOs.

Airport Parking Business

      In the following discussion, results of operations for 2004 and 2003 include results of MAPC prior to our acquisition of the airport parking business on December 23, 2004. New locations refer to locations in operation during the year ended December 31, 2005 but not in operation throughout the corresponding 2004 period. Comparable locations refer to locations in operation throughout the years 2004 and 2005. For the year ended December 31, 2005, the new locations were Buffalo, Cleveland, Columbus, Houston, Oklahoma City, Philadelphia (2) and St. Louis (1), acquired in the fourth quarter of 2005, as well as, St. Louis (1), Newark — Haynes Avenue and Oakland Pardee, which were not in operation for the full year ended December 31, 2004.

      In addition, we relocated one facility in Phoenix to a newly acquired property during the quarter ended December 31, 2005. This facility has been included in comparable locations totals for the year ended December 31, 2005.

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Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

Key Factors Affecting Operating Results

      Key factors influencing operating results were as follows:

•  an increase in cars out at comparable locations and the revenue contributed by the new locations resulted in a 16.2% increase in revenue during the year ended December 31, 2005;

•  reduced discounting and yield management of, for example, daily airport employee customers contributed to the slight increase in average parking revenue per car out for comparable locations during the year. The impact of these initiatives was stronger in the second half of 2005; and

•  higher operating costs at comparable locations lowered operating margins while margins at new locations reflected less impact from start up costs than experienced in the prior year period and the positive contribution from the SunPark facilities acquired in the fourth quarter of 2005.

									Change
			2005			2004
			$			$			$			%
			($ in thousands)
Revenue				59,856			51,444			8,412			16.4
Direct expenses(1)				45,076			36,872			8,204			22.2
	Gross profit			14,780			14,572			208			1.4
Selling, general and administrative				4,509			4,670			(161	)		(3.4	)
Amortization of intangibles				3,802			2,850			952			33.4
	Operating income			6,469			7,052			(583	)		(8.3	)
Interest expense, net				(10,320	)		(8,392	)		(1,928	)		23.0
Other expense				(14	)		(47	)		33			(70.2	)
Minority interest in loss of consolidated subsidiaries				517			629			(112	)		(17.8	)
	Net loss			(3,348	)		(758	)		(2,590	)		341.7
	Reconciliation of net loss to EBITDA:
		Net loss		(3,348	)		(758	)		(2,590	)		341.7
		Interest expense, net		10,320			8,392			1,928			23.0
		Depreciation		2,397			2,164			233			10.8
		Amortization of intangibles		3,802			2,850			952			33.4
	EBITDA			13,171			12,648			523			4.1

(1)  Includes depreciation expense of $2.4 million and $2.2 million for the years ended December 31, 2005 and 2004, respectively.

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	Year Ended December 31,
Operating Data:	2005			2004
Total Revenues (thousands)(1):
New locations	$	8,031		$	1,006
Comparable locations	$	51,825		$	50,438
Comparable locations increase		2.8	%
Gross Profit Percentage:
New locations		0.75	%		(241.21	)%
Comparable locations		28.54	%		32.88	%
Parking Revenues (thousands)(2):
New locations	$	7,594		$	823
Comparable locations	$	50,221		$	48,368
Comparable locations increase		3.8	%
Cars Out(3):
New locations		276,414			27,481
Comparable locations		1,390,947			1,344,198
Comparable locations increase		3.5	%
Average Parking Revenue per Car Out:
New locations	$	27.48		$	29.96
Comparable locations	$	36.11		$	35.98
Comparable locations increase		0.3	%
Average Overnight Occupancy(4):
New locations		6,372			1,252
Comparable locations		14,321			14,177
Comparable locations increase		1.0	%
Locations:
New locations		11
Comparable locations		20

(1)	Total Revenues include revenues from all sources, including but not limited to Parking Revenues.
(2)	Parking Revenues include all receipts from parking related revenue streams, which includes monthly, membership and receipts from third parties such as Expedia and Orbitz.
(3)	Cars out refers to the total number of customers exiting during the period.
(4)	Average overnight occupancy refers to aggregate average daily occupancy measured for all locations at the lowest point of the day, which does not reflect turnover and intra-day activity.

Revenue

      Revenue increased with the addition of 11 new locations in 2005 and growth at comparable locations. Revenue for 2004 included a cash settlement of $686,000 from an early contract termination. The 21.6% increase in cars out was primarily due to the 11 new locations with cars out at comparable locations increasing by 3.5%. The increase in average parking revenue per car out was due to reduced levels of discounting, and price increases at certain locations, including those with daily airport employee customers.

      Parking revenues at comparable locations grew at a higher rate (3.8%) than total revenues (2.8%). This is due to the exclusion of contract revenue from parking revenue and, the impact of the cash settlement from an early contract termination received in 2004. Total revenue growth of $8.4 million included $3.2 million from the six SunPark facilities acquired in the fourth quarter.

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      Certain discounting and pricing strategies that had resulted in lower parking revenue per car out during the first half of the year were adjusted during the second half of 2005. These lower levels of discounting and higher prices in certain markets resulted in improved revenue per car out during the second half of 2005 and resulted in revenue per car out for 2005 being slightly higher than the 2004 period. The business has experienced increased competition in several locations which may put short term pressure on pricing. In 2006, promotional and service efforts will be focused on these markets to address this increased competition.

      Seven of the 11 new locations were acquired in the fourth quarter and contributed to the overall increase in revenue. We are continuing to integrate these facilities including upgrade of the bus fleet and certain infrastructure scheduled for completion in the first and second quarters of 2006. In combination with staff training, improved customer service and integrated marketing, we expect the incremental benefits of integration will continue to be seen throughout 2006.

      Although the number of cars using our facilities in 2005 increased over 2004 at the majority of our locations, our airport parking business as a whole has sufficient capacity to accommodate further growth. At locations where we are operating at peak capacity intra day, we continue to evaluate our available options to expand capacity of these locations, including the use of additional overflow facilities and car lifts. For example, in November, capacity was increased by approximately 10% at one of our facilities with the installation of cars lifts. At facilities where we are not capacity constrained we also aim to grow revenues through increased pricing or reduced discounting.

Operating Expenses

      Direct expenses for the year ended December 31, 2005 increased mainly by the additional costs associated with operating 11 new locations. The increase totaled $8 million.

      Direct expenses include non-cash rent in excess of lease in the amount of $2 million and $901,000 for the years 2005 and 2004, respectively. In accordance with U.S. generally accepted accounting principles, we recognize the total rent expense to be paid over the life of a lease on a straight-line basis. This generally results in rent expense higher than actual cash paid early in the lease and rent expense lower than actual cash paid later in the lease. Other factors affecting direct expenses at comparable locations are:

•  higher shuttle operating costs in the second half of 2005 due to the increased cost of fuel;

•  higher rents related to new long term lease agreements that were secured in the fourth quarter 2004 and rental payments resulting from use of overflow lots in locations with capacity constraints;

•  higher damaged car claims and, in response, higher security costs;

•  higher advertising expenses reflecting a radio campaign during the fourth quarter; and

•  lower selling, general and administrative expenses resulting from lower severance costs and performance bonuses, offset in part by higher professional fees and strategic planning initiatives.

      On February 27, 2006, the board of MAPC approved the implementation and issuance of a stock appreciation rights program, or SARs, to reward certain key employees of the airport parking business and to incentivize those employees to increase the long term value of that business. The SARs will vest over a five-year period, with the majority of the vesting to occur by July 2009. The SARs will be valued based upon the estimated fair market value of the airport services business as calculated by us. The estimated value of the SARs is $488,000 based on the December 31, 2005 valuation, assuming 100% vesting at that date.

Amortization of Intangibles

      Amortization increased largely as a result of the increase in the fair value of the assets acquired when MAPC was purchased by us on December 23, 2004 and the fair value of assets acquired in the fourth quarter of 2005, partially offset by the accelerated amortization of customer contracts that expired in 2004.

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Interest Expense, Net

      Interest expense in 2005 increased due to higher LIBOR rates, partially offset by the elimination of deferred finance cost amortization resulting from our initial acquisition, and increases in our overall level of debt as a result of the acquisition the SunPark facilities and a facility in Philadelphia.

      We have an interest rate cap agreement at a base rate of LIBOR equal to 4.5% for a notional amount of $126 million for the term of the loan and a second interest rate cap agreement at a base rate of LIBOR equal to 4.48% for a notional amount of $58.7 million. Both interest rate caps were reached in the first quarter of 2006.

EBITDA

      Excluding the aforementioned non-cash deferred rent and the contract settlement in 2004, EBITDA would have increased by 18% in the year ended December 31, 2005 compared to the prior year period.

      New locations generated a gross profit margin of 0.75% for the year ended December 31, 2005 compared to (26.7)% for the nine months to September 30, 2005. This reflects the positive impact of the SunPark acquisition in the fourth quarter.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Key Factors Affecting Operating Results

•  acquisition of Avistar in October 2003 which contributed $21.6 million in revenue in 2004;

•  continued enplanement growth at all major airports; and

•  conversion to public parking of previously contracted employee parking which contributed $1.6 million in revenue.

									Change
			2004			2003
			$			$			$			%
			($ in thousands)
Revenue				51,444			26,291			25,153			95.7
Direct expenses(1)				36,872			19,236			17,636			91.7
	Gross profit			14,572			7,055			7,517			106.5
Selling, general and administrative				4,670			1,749			2,921			167.0
Amortization of intangibles				2,850			3,576			(726	)		(20.3	)
	Operating income			7,052			1,730			5,322			307.6
Interest expense, net				(8,392	)		(8,260	)		(132	)		1.6
Other (expense) income				(47	)		10			(57	)		(570.0	)
Minority interest in loss of consolidated subsidiaries				629			1,520			(891	)		(58.6	)
	Net loss			(758	)		(5,000	)		4,242			(84.8	)
	Reconciliation of net loss to EBITDA:
		Net loss		(758	)		(5,000	)		4,242			(84.8	)
		Interest expense, net		8,392			8,260			132			1.6
		Depreciation		2,164			1,343			821			61.1
		Amortization of intangibles		2,850			3,576			(726	)		(20.3	)
	EBITDA			12,648			8,179			4,469			54.6

(1)  Includes depreciation expense of $2.2 million and $1.3 million for the years ended December 31, 2004 and 2003, respectively.

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Revenue

      Revenue in the year ended December 31, 2004 was higher than in the year ended December 31, 2003 mainly due to the acquisition of the assets of the Avistar parking business on October 1, 2003. Avistar contributed $21.6 million of the total revenue increase in 2004 of $25.2 million. Revenue from the comparable sites increased by 13% and was primarily due to new marketing initiatives, an overall increase in air passenger traffic at airports at which the business operates, the conversion to public parking of one of our facilities in June 2003 that was previously contracted to a company for employee parking, and additional capacity from temporary overflow locations. Average daily “overnight” occupancy increased from approximately 6,000 vehicles in 2003 to approximately 14,500 vehicles in 2004, mainly due to the acquisition of Avistar (7,000 vehicles) and growth at comparable locations of 25%.

Operating Expenses

      Direct expenses increased by $17.6 million mainly due to the acquisition of the Avistar parking business, which contributed $13 million to the increase. The other factors affecting direct expenses include:

•  start up costs of $3.3 million for the four new locations opened during 2004;

•  additional operating expenses resulting from the conversion of the parking lot described above; and increase in staffing and shuttle bus expense to support higher occupancy levels; and

•  higher selling, general and administrative expenses due to the payment of a termination fee upon cancellation of the management contract with the previous owner and severance costs of $322,000.

Amortization of Intangibles

      Amortization decreased largely as a result of an impairment loss in the amount of $1 million related to certain contract rights which was recorded in 2003, but offset by an increase in amortization of the assets purchased in the Avistar transaction which were recorded for the full year in 2004.

Interest Expense

      Interest expense in 2004 included $1.4 million of deferred finance cost amortization, which decreased from $3.7 million in 2003. This is due to $2.9 million in debt issuance costs which were written off on October 1, 2003 in conjunction with the debt refinancing and with the new debt raised to finance the acquisition of the Avistar assets.

EBITDA

      EBITDA increased 54.6% in the 12 months ended December 31, 2004 compared to the prior year period, mostly due to the full year effect of the Avistar acquisition.

District Energy Business

      The following table compares the historical consolidated financial performance of Macquarie District Energy Holdings, LLC, or MDEH, for the year ended December 31, 2005 to the year ended December 31, 2004.

      We have combined the following results of operations:

•  the predecessor Thermal Chicago Corporation from January 1, 2004 through June 30, 2004, prior to its acquisition by MDEH;

•  MDEH from January 1, 2004 through December 22, 2004, when it was part of the Macquarie Group;

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•  MDEH from December 23, 2004 through December 31, 2004, the period of our ownership; and

•  ETT Nevada, Inc., or ETT Nevada, the holding company for our 75% interest in Northwind Aladdin, from September 29, 2004 through December 22, 2004, when it was owned indirectly by MDEH and was therefore part of the Macquarie Group.

      At the time at which MDEH indirectly acquired a 75% interest in Northwind Aladdin, MDEH also indirectly acquired all of the senior debt of Northwind Aladdin. As a consequence, interest expense included in the statement of operations below from September 29, 2004 through December 31, 2004 on such senior debt was eliminated in our consolidated financial statements for 2004 and all subsequent periods.

Key Factors Affecting Operating Results

      Key factors affecting the year ended December 31, 2005 compared to the year ended December 31, 2004 were as follows:

•  full year of results for ETT Nevada in 2005;

•  capacity revenue generally increased in-line with inflation;

•  consumption ton-hours sold were higher primarily due to above average temperature in Chicago from June to September; and

•  EBITDA was higher due to the incremental margin from additional consumption ton-hours sold and the inclusion of ETT Nevada.

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Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

			MDEH Excluding ETT Nevada												ETT Nevada						Consolidated
									Change																		Change
			2005			2004									2005			2004			2005			2004
			$			$			$			%			$			$			$			$			$			%
			($ in thousands)
Cooling capacity revenue				16,524			16,224			300			1.8			—			—			16,524			16,224			300			1.8
Cooling consumption revenue				16,894			14,359			2,535			17.7			1,825			289			18,719			14,648			4,071			27.8
Other revenue				1,090			1,285			(195	)		(15.2	)		1,765			436			2,855			1,721			1,134			65.9
Finance lease revenue				1,287			1,387			(100	)		(7.2	)		4,016			1,036			5,303			2,423			2,880			118.9
	Total revenue			35,795			33,255			2,540			7.6			7,606			1,761			43,401			35,016			8,385			23.9
Direct expenses — Electricity				10,270			8,767			1,503			17.1			1,810			231			12,080			8,998			3,082			34.3
Direct expenses — other(1)				15,590			13,410			2,180			16.3			1,508			369			17,098			13,779			3,319			24.1
		Direct expenses — total		25,860			22,177			3,683			16.6			3,318			600			29,178			22,777			6,401			28.1
		Gross profit		9,935			11,078			(1,143	)		(10.3	)		4,288			1,161			14,223			12,239			1,984			16.2
Selling, general and administrative expenses				3,161			3,555			(394	)		(11.1	)		319			74			3,480			3,629			(149	)		(4.1	)
Amortization of intangibles				1,321			704			617			87.6			47			12			1,368			716			652			91.1
		Operating income		5,453			6,819			(1,366	)		(20.0	)		3,922			1,075			9,375			7,894			1,481			18.8
Interest expense, net				(6,255	)		(20,736	)		14,481			(69.8	)		(2,016	)		(585	)		(8,271	)		(21,321	)		13,050			(61.2	)
Other income				138			1,529			(1,391	)		(91.0	)		231			—			369			1,529			(1,160	)		(75.9	)
Provision for income taxes				(302	)		(1,103	)		801			(72.6	)		—			(116	)		(302	)		(1,219	)		917			(75.2	)
Minority interest				—			—			—						(719	)		(118	)		(719	)		(118	)		(601	)		509.3
		Net (loss) income		(966	)		(13,491	)		12,525			(92.8	)		1,418			256			452			(13,235	)		13,687			(103.4	)
Reconciliation of net (loss) income to EBITDA:
		Net (loss) income		(966	)		(13,491	)		12,525			92.8			1,418			256			452			(13,235	)		13,687			(103.4	)
		Interest expense, net		6,255			20,736			(14,481	)		(69.8	)		2,016			585			8,271			21,321			(13,050	)		(61.2	)
		Provision for income taxes		302			1,103			(801	)		(72.6	)		—			116			302			1,219			(917	)		(75.2	)
		Depreciation		5,694			4,202			1,492			35.5			—			—			5,694			4,202			1,492			35.5
		Amortization of Intangibles		1,321			704			617			87.6			47			12			1,368			716			652			91.1
	EBITDA			12,606			13,254			(648	)		(4.9	)		3,481			969			16,087			14,223			1,864			13.1

(1)  Includes depreciation expense of $5.7 million and $4.2 million for the years ended December 31, 2005 and 2004, respectively.

      Certain 2004 amounts shown above have been reclassified to conform to the current year presentation. Additionally, a tax adjustment relating to 2004 that was recorded subsequent to our filing of Form 10K last year has been reflected in the 2004 amounts shown above.

Gross Profit

      Gross profit decreased at Thermal Chicago primarily due to increased acquisition-related depreciation expense of $1.5 million. The higher (non-cash) expense offset the 13% increase in consumption ton-hours sold resulting from above-average temperatures in Chicago from June to September 2005. Annual inflation-related increases of contract capacity rates and scheduled increases in contract consumption rates in accordance with the terms of existing customer contracts accounted for the remaining increase in revenue. Electricity expenses increased in line with consumption revenues. Operating efficiencies mitigated some of

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the impact of higher electricity costs. Higher direct labor costs from scheduled increases in wages and benefits for union workers and scheduled increases in maintenance contracts also contributed to the decrease in gross margin.

Selling, General and Administrative Expenses

      Selling, general and administrative expenses at Thermal Chicago decreased from the year ended December 31, 2004 primarily due to the absence of expenses and local taxes related to the sale of Thermal Chicago by Exelon in 2004.

Interest Expense, Net

      The substantial decrease in net interest expense was due to a make-whole payment of $10.3 million to redeem outstanding bonds prior to the acquisition of Thermal Chicago by MDEH on June 30, 2004 and other payments related to financing the acquisition. The other payments included $2.2 million related to the termination of an interest rate swap used to hedge MDEH’s long term interest rate risk pending issuance of notes in the private placement, and $3.4 million related to a bridge loan financing. MDEH currently has $120 million in long term debt, consisting of $100 million and $20 million at fixed annual rates of 6.82% and 6.40%, respectively.

EBITDA

      EBITDA excluding ETT Nevada decreased $600,000 due to a $1.3 million financial restructuring gain in 2004. Exclusive of the gain, EBITDA would have been $600,000 or 5.5% higher than the year ended December 31, 2004 primarily due to the incremental consumption revenue from additional ton-hours sold.

Key Factors Affecting Operating Results

      Key factors affecting the year ended December 31, 2004 compared to the year ended December 31, 2003 were as follows:

•  capacity revenue generally increased in-line with inflation;

•  consumption ton-hours sold were higher primarily due to warmer average weather in 2004 compared to 2003; and

•  EBITDA was higher due to the incremental margin from additional consumption ton-hours sold.

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The following table compares the historical consolidated financial performance of MDEH for the year ended December 31, 2004 to the year ended December 31, 2003.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

				MDEH Excluding ETT Nevada												ETT Nevada			Consolidated
										Change															Change
				2004			2003									2004			2004			2003
				$			$			$			%			$			$			$			$			%
				($ in thousands)
Cooling capacity revenue					16,224			15,737			487			3.1			—			16,224			15,737			487			3.1
Cooling consumption revenue					14,359			13,378			981			7.3			289			14,648			13,378			1,270			9.5
Other revenue					1,285			849			436			51.4			436			1,721			849			872			102.7
Finance lease revenue					1,387			1,369			18			1.3			1,036			2,423			1,369			1,054			77.0
	Total revenue				33,255			31,333			1,922			6.1			1,761			35,016			31,333			3,683			11.8
Direct expenses — electricity					8,767			8,061			706			8.8			231			8,998			8,061			937			11.6
Direct expenses — other(1)					13,410			11,317			2,093			18.5			369			13,779			11,317			2,462			21.8
		Direct expenses — total			22,177			19,378			2,799			14.4			600			22,777			19,378			3,399			17.5
		Gross profit			11,078			11,955			(877	)		(7.3	)		1,161			12,239			11,955			284			2.4
Selling, general and administrative expenses					3,555			2,922			633			21.7			74			3,629			2,922			707			24.2
Amortization of intangibles					704			99			605			611.1			12			716			99			617			623.2
		Operating income			6,819			8,934			(2,115	)		(23.7	)		1,075			7,894			8,934			(1,040	)		(11.6	)
Interest expense, net					(20,736	)		(4,772	)		(15,964	)		334.5			(585	)		(21,321	)		(4,772	)		(16,549	)		346.8
Other income					1,529			1,087			442			40.7			—			1,529			1,087			442			40.7
Provision for income taxes					(1,103	)		(2,144	)		1,041			(48.6	)		(116	)		(1,219	)		(2,144	)		925			(43.1	)
Minority interest					—			—			—			—			(118	)		(118	)		—			(118	)		—
Cumulative effect of change in accounting principle, net of tax					—			(299	)		299			(100.0	)		—			—			(299	)		299			(100	)
		Net (loss) income			(13,491	)		2,806			(16,297	)		(580.8	)		256			(13,235	)		2,806			(16,041	)		(571.7	)
Reconciliation of net (loss) income to EBITDA:
			Net (loss) income		(13,491	)		2,806			(16,297	)		(580.8	)		256			(13,235	)		2,806			(16,041	)		(571.7	)
			Interest expense, net		20,736			4,772			15,964			334.5			585			21,321			4,772			16,549			346.8
			Provision for income taxes		1,103			2,144			(1,041	)		(48.6	)		116			1,219			2,144			(925	)		(43.1	)
			Depreciation		4,202			2,806			1,396			49.8			—			4,202			2,806			1,396			49.8
			Amortization of intangibles		704			99			605			611.1			12			716			99			617			623.2
		EBITDA			13,254			12,627			627			5.0			969			14,223			12,627			1,596			12.6

(1)  Includes depreciation expense of $4.2 million and $2.8 million for the years ended December 31, 2004 and 2003, respectively.

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Gross Profit

      Gross profit decreased at Thermal Chicago primarily due to increased acquisition-related depreciation expense of $1 million. The increase offset the 5% increase in consumption ton-hours sold resulting from warmer average weather in 2004 compared to 2003. Annual inflation-related increases in contract capacity rates and scheduled increases in contract consumption rates in accordance with the terms of existing customer contracts accounted for the remaining increase in revenue.

      Higher direct labor costs from scheduled increases in wages and benefits for union workers, scheduled increases in maintenance contracts and increases in insurance costs also contributed to the decrease in gross margin. Including ETT Nevada, gross profit increased from the year ended December 31, 2003 primarily due to the acquisition of ETT Nevada on September 29, 2004.

Selling, General and Administrative Expenses

      Selling, general and administrative expenses increased by approximately $707,000 in 2004. This increase was largely due to an increase in costs associated with Exelon’s sale of the business to MDE Inc. in June 2004 of $200,000, an increase in bad debt expense of $175,000 related to a customer’s Chapter 11 bankruptcy and a one-time increase in local taxes of $175,000 caused by Exelon’s recapitalization of the business to prepare it for sale.

Interest Expense, Net

      Interest expense in 2004 was higher due primarily to acquisition related costs, including a $10.3 million make-whole payment associated with the redemption of outstanding bonds prior to the acquisition of Thermal Chicago by MDEH, a loss of $2.2 million from the termination of an interest rate swap that was used to hedge MDEH’s long term interest rate risk pending issuance of notes in a private placement, and $3.4 million of costs associated with the bridge loan utilized to finance MDEH’s acquisition of Thermal Chicago.

EBITDA

      EBITDA increased in 2004 primarily due to the acquisition of ETT Nevada and the additional gross profit from additional ton-hours sold.

Toll Road Business

      The following section discusses the historical consolidated financial performance for CHL. The historical statements of operations are denominated in Pounds Sterling and compiled in accordance with U.S. GAAP. We own a 50% interest in CHL through an indirectly wholly owned subsidiary Macquarie Yorkshire Limited. CHL has a March 31 fiscal year end.

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      The table below summarizes the consolidated statement of operations for CHL for the years ended March 31, 2005, March 31, 2004 and March 31, 2003.

		Year Ended			Year Ended						Year Ended
		March 31,			March 31,						March 31,
		2005			2004			Change			2003			Change
		£			£						£
														%
		(£ in thousands)
Revenue			£47,474			£46,284			2.6			£45,267			2.2
Cost of revenue(1)			(12,861	)		(12,702	)		1.25			(11,404	)		11.4
General and administrative expense			(261	)		(1,157	)		(77.4	)		(1,245	)		(7.1	)
Operating income			34,352			32,425			5.9			32,618			(0.6	)
Interest expense, net			(19,922	)		(18,711	)		6.5			(20,396	)		(8.3	)
(Loss) income from interest rate swaps			(2,831	)		1,597			(277.3	)		(15,260	)		(110.5	)
Income (loss) before income			11,599			15,311			(24.2	)		(3,038	)		604.0
Income tax expense (benefit)			3,556			4,229			(15.9	)		(925	)		557.2
	Net income (loss)		£8,043			£11,082			(27.4	)		£ ( 2,113	)		624.5
(1) Includes depreciation expense of			£9,869			£9,790			0.8			£9,508			3.0

Year Ended March 31, 2005 as Compared to Year Ended March 31, 2004

Revenue

      The increase in revenue for the year ended March 31, 2005 compared to the year ended March 31, 2004 was primarily due to an increase in traffic volumes of 1.6% for other vehicles and 2.6% for heavy goods vehicles and the indexation of toll rates to inflation, partially offset by the effect of the band structure on shadow toll rates. Traffic volume growth and inflation indexation of toll rates increased total revenue by approximately 3.2% while the operation of the band structures reduced revenues by 1.5%. For further discussion of the revenue calculations pursuant to the concession, see “Business — Our Businesses and Investments — Toll Road Business — Business — Calculation of Revenue” in Part  I, Item 1.

Cost of Revenue, General and Administrative Expense and Operating Income

      Cost of revenue increased by 1.25% for the year ended March 31, 2005, compared to the year ended March 31, 2004. Costs were broadly consistent. However, there was an increase in inspection repair costs in the year of £0.37 million due to additional work being required. These increases were offset as in 2004, there was a one off cost of £0.29 million relating to the settlement of balances owed by the joint venture to connect M1-A1 Limited. General and administrative expenses decreased by 77.4% primarily due to shareholders ceasing to charge technical service fees.

Net Income (Loss)

      Net interest expense increased for the year ended March 31, 2005, reflecting increases in interest rate movement. In the year ended March 31, 2005, the interest rate swap liability decreased from £18 million to £16 million as a result of increasing interest rates. The positive impact of this movement in part offset the associated interest payments; however, the result was an overall loss. In the prior year, the mark to market movement in the interest rate swap was in excess of the associated interest costs resulting in an overall profit on the interest rate swap.

      Overall net income decreased as a result of increased interest expense and loss from interest rate swaps.

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LIQUIDITY AND CAPITAL RESOURCES

      We do not intend to retain significant cash balances in excess of what are prudent reserves. We believe that we will have sufficient liquidity and capital resources to meet our future liquidity requirements, including in relation to our acquisition strategy and our dividend policy. We base our assessment on the following assumptions:

•  that all of our businesses and investments generate, and will continue to generate, significant operating cash flow;

•  that the ongoing maintenance capital expenditures associated with our businesses are modest and readily funded from their respective operating cash flow;

•  that all significant short-term growth capital expenditure will be funded with cash on hand or from committed undrawn debt facilities;

•  that CHL’s amortizing debt can be paid from operating cash flow;

•  that we can refinance or extend the Macquarie Parking debt facility at its initial maturity in 2006;

•  that payments on Thermal Chicago/ Northwind Aladdin’s debt that will begin to amortize in 2007 can be paid from operating cash flow;

•  that our wholly owned subsidiary, MIC Inc., has a $250 million credit facility (maturing in 2008) with which to finance acquisitions and capital expenditures, including $30 million available for general corporate purposes as described below.

      On November 11, 2005, MIC Inc., the holding company for our U.S. businesses, entered into a $250 million revolving credit facility with Citicorp North America Inc (as lender and administrative agent), Citibank NA, Merrill Lynch Capital Corporation, Credit Suisse, Cayman Islands Branch and Macquarie Bank Limited. We intend to use the revolving facility to fund acquisitions, capital expenditures and to a limited extent working capital, pending refinancing through equity offerings at an appropriate time.

      MIC Inc.’s obligations under the revolving facility are guaranteed by the company and secured by a pledge of the equity of all current and future direct subsidiaries of MIC Inc. and the company. The terms and conditions for the revolving facility include events of default and representations and warranties that are generally customary for a facility of this type. In addition, the revolving facility includes an event of default should the Manager or another affiliate of Macquarie Bank Limited ceases to act as manager.

      Details of the revolving facility are as follows:

Facility size:	$250 million for loans and/or letters of credit
Term:	March 31, 2008
Interest and principal repayments:	Interest only during the term of the loan Repayment of principal at maturity, upon voluntary prepayment, or upon an event requiring mandatory prepayment.
Eurodollar rate:	LIBOR plus 1.25% per annum
Base rate:	Base rate plus 0.25% per annum
Commitment fees:	0.25% per annum on undrawn portion
Financial Covenants:	•  Ratio of MIC Inc. plus MIC LLC Debt to Consolidated Adjusted Cash from Operations< 5.6:1
	•  Ratio of MIC Inc. plus MIC LLC Interest Expense to Consolidated Adjusted Cash from Operations> 2:1

      MSUSA, an affiliate of our Manager, advised us in relation to the establishment of the revolving facility and will receive fees of $625,000. Macquarie Bank Limited, also an affiliate of the Manager, has provided a

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commitment for $100 million of the revolving facility on the same terms as the non-affiliated participants. Each of Citicorp North America Inc, Merrill Lynch Capital Corporation and Credit Suisse, Cayman Islands Branch provided commitments of $50 million.

      The section below discusses the sources and uses of cash of our businesses and investments.

Our Consolidated Cash Flow

      The following information details our consolidated cash flows from operating, financing and investing activities for the periods ended December 31, 2003, December 31, 2004 and December 31, 2005. We acquired our initial businesses and investments on December 22 and December 23, 2004 using proceeds from our initial public offering and concurrent private placement. Consequently, our consolidated cash flows from operating, financing and investing activities in 2004 reflect the nine-day period between December 22, 2004 and December 31, 2004. Any comparisons of our consolidated cash flows from operating, investing and financing activities for this short period in 2004 to any prior or future periods would not be meaningful. Therefore we have included a comparison of the cash flows from operating, financing and investing activities for each of our consolidated businesses for each of the full years 2003, 2004 and 2005. We believe this is a more appropriate approach to explaining our historical financial performance. Cash flows in 2005 reflect the acquisition of new operations by each of our airport services and airport parking businesses. We also discuss the historical cash flows from operating, investing and financing activities for our toll road business and our investments in MCG and SEW.

      On a consolidated basis, cash flow provided by operating activities totaled $43.5 million for the year ended December 31, 2005. Cash flow used in investing activities totaled $201.9 million, which includes the costs associated with acquisitions concluded during the year. Cash flow provided by financing activities totaled $133.8 million, including proceeds of debt incurred at each of our airport services and airport parking businesses. As of December 31, 2005, our consolidated cash and cash equivalent balances totaled $115.2 million. This includes cash balances in excess of restricted reserve requirements that we acquired when we purchased our consolidated businesses and Yorkshire Link.

Cash Flow from Operations from Our Consolidated Businesses

      Our consolidated statement of cash flows includes the cash flow from operations for our airport services business (Atlantic (NACH), AvPorts (MANA)), our airport parking business (MAPC) and our district energy business (Thermal Chicago and Northwind Aladdin (together as MDEH)). The cash flow provided by operations for these businesses for the years ended December 31, 2005, December 31, 2004 and December 31, 2003 is summarized in the table below:

	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2005		2004		2003
	($ in thousands)
Airport services business(1)	$	21,783	$	9,803	$	13,166
Airport parking business	$	4,893	$	7,294	$	765
District energy business(2)	$	12,106	$	2,302	$	13,134

(1)	Includes EAS for the period from January 1, 2004 to July 29, 2004, NACH for the period from July 30, 2004 to December 31, 2004 and MANA for the year ended December 31, 2004.
(2)	Includes Thermal Chicago Corporation for the six months ended June 30, 2004 and MDEH for the six months ended December 31, 2004 and includes ETT Nevada Inc. for the period from September 29, 2004 to December 31, 2004.

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Airport Services Business

      Our airport services business generated $21.8 million in cash flow from operations in 2005, an increase of $12 million from 2004. Key factors included:

• the acquisition of GAH and EAR in January 2005 and August 2005, respectively;

• improved performance at our existing locations, reflecting improved operating performance and the non-recurrence of acquisition related costs incurred in 2004;

• the increase in interest expense of $2.7 million, reflecting higher debt levels; and

• increase in working capital usage of $6.8 million, primarily due to accounts receivable related to system conversions.

      Cash flow from operations from our airport services business for the year ended December 31, 2004 declined by $3.4 million compared to 2003. Key factors included:

• non-recurring bridge financing fees and costs related to the acquisition of Atlantic; and

• interest expense of $1.2 million related to the subordinated notes, which were acquired by us.

Airport Parking Business

      Our airport parking business generated $4.9 million in cash flow from operations in 2005, a reduction of $2.4 million from 2004. The key factor influencing cash flow from operations was:

• an increase in interest expense of $1.9 million, due to higher interest rates and higher overall debt levels.

      For the year ended December 31, 2004 cash flow from operations from our airport parking business improved by $6.5 million compared to 2003. Key factors influencing this increase included:

• improved operating performance; and

• a $2.2 million increase in accrued expenses in 2004 of which $1 million relates to year-end salary and bonus accruals.

District Energy Business

      Our district energy business generated $12.5 million in cash flow from operations in 2005, an increase of $10.2 million from 2004. Key factors influencing the increase in cash flow from operations included:

• a full year of results for ETT Nevada;

• $1.7 million of principal receipts under equipment leases;

• positive working capital movements of $1.9 million, reflecting better collections on receivables and an increase in accrued expenses; and

• non-recurrence of acquisition related costs that were incurred in 2004.

      The decrease in cash flow from operations for the year ended December 31, 2004 compared to December 31, 2003 was significantly affected by the following factors:

• a $10.3 million make whole payment to retire the existing debt of Thermal Chicago in connection with the sale of Thermal Chicago to MDEH; and

• $5.9 million of bridge financing and swap breakage fees, plus $800,000 of costs incurred by Thermal Chicago’s former owner in connection with its sale.

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Cash Flow Used in Investing Activities by Our Consolidated Businesses

      Our consolidated statement of cash flows include the cash flows used in the investing activities of our consolidated businesses. The cash flows used in investing activities for these businesses for the years ended December 31, 2005, December 31, 2004 and December 31, 2003 are summarized in the table below:

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2005			2004			2003
	($ in thousands)
Airport services business(1)	$	(112,466	)	$	(229,839	)	$	(7,211	)
Airport parking business	$	(75,688	)	$	(32,737	)	$	(73,956	)
District energy business(2)	$	(332	)	$	(169,579	)	$	(3,522	)

(1)	Includes EAS for the period from January 1, 2004 to July 29, 2004, and NACH for the period from July 30, 2004 to December 31, 2004.
(2)	Includes Thermal Chicago Corporation for the six months ended June 30, 2004 and MDEH for the six months ended December 31, 2004 and includes ETT Nevada Inc. for the period September 29, 2004 to December 31, 2004.

Airport Services Business

      Our airport services business used $112.5 million in investing activities in 2005. Key expenditures were:

• the acquisition of GAH in January 2005 for $50 million, less cash acquired;

• the acquisition of EAR in August, 2005 for $58.8 million, less cash acquired; and

• capital expenditures of $4 million, of which $3.3 million was for maintenance and $733,000 was for expansion.

      Cash flow used in investing activities by our airport services business in 2004 was $229.8 million. Key expenditures were:

• NACH’s acquisition of Atlantic for $223 million;

• $4 million for the completion of construction of a hangar at Chicago-Midway;

• construction of new hangars at Burlington for approximately $2 million; and

• acquisition of hangars at Louisville for $1 million;

      Cash flow used in investing activities by our airport services business in 2003 was $5.8 million. Key expenditures were:

• $3.3 million for the acquisition of the New Orleans facilities in December 2003, partially offset by cash proceeds of $2 million related to the sale of discontinued operations;

• other internal capital expenditures at Atlantic of $3.2 million, primarily related to the ongoing construction at Chicago-Midway; and

• $1.6 million related to reimbursement by AvPorts of transaction costs incurred by AvPorts owners at the time of the acquisition of AvPorts by MANA.

Going forward, we anticipate that any significant acquisitions by Atlantic will be funded with a combination of debt issued by Atlantic and an equity contribution by us funded either with debt or equity.

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Airport Parking Business

      The airport parking business used $75.7 million in investing activities in 2005. Key expenditures were:

• the acquisitions of the SunPark, Cleveland, Priority and Phoenix properties for a combined $74 million; and

• $1.7 million in maintenance capital expenditures.

      Cash flow used in investing activities in our airport parking business in 2004 was $32.7 million. Key expenditures were:

• $30 million related to MAPC’s increase in its economic and voting interest in the airport parking business to 87.1%; and

• approximately $1 million on improvements to existing sites and the purchase of additional equipment.

      Cash flow used in investing activities in our airport parking business in 2003 was $74 million. Key expenditures were:

• $67.3 million for the acquisition of the Avistar business in October 2003 and costs associated with that acquisition;

• the purchase of the property at the Chicago facility for $6.1 million, which had previously been leased; and

• the purchase of shuttle buses and other equipment used in operations.

District Energy Business

      The district energy business used $332,000 in investing activities in 2005. Key expenditures were:

• maintenance capital expenditures of $600,000 and growth capital expenditures of approximately $400,000 to connect a customer, which will be funded by available debt facilities; and

• a receipt of $694,000, representing our share of the bankruptcy settlement proceeds received from the Aladdin bankruptcy trustee.

      Cash flow used in investing activities in our district energy business in 2004 was $169.6 million. Key expenditures were:

• $164.3 million to acquire Thermal Chicago and Northwind Aladdin;

• $4 million to establish the debt service reserve relating to the debt raised to finance these acquisitions; and

• $1.1 million for ongoing capital expenditures.

      In 2003, the primary use of cash in investing activities was capital expenditures, mostly related to the costs of connecting additional customers and to a lesser extent ongoing capital expenditure.

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Cash Flows Provided from (Used in) Financing Activities by Our Consolidated Businesses

      Our consolidated statement of cash flows includes the cash flows provided by or used in the financing activities of our consolidated businesses. The cash flows relating to financing activities for these businesses for the years ended December 31, 2005, 2004, and 2003 are summarized in the table below:

	Year Ended			Year Ended		Year Ended
	December 31,			December 31,		December 31,
	2005			2004		2003
	($ in thousands)
Airport services business(1)	$	93,121		$	228,357	$	(6,675	)
Airport parking business	$	76,720		$	24,959	$	65,686
District energy business(2)	$	(15,235	)	$	168,163	$	(11,239	)

(1)	Includes EAS for the period from January 1, 2004 to July 29, 2004, for the period from July 30, 2004 to December 31, 2004.
(2)	Includes Thermal Chicago Corporation for the six months ended June 30, 2004 and MDEH for the six months ended December 31, 2004 and includes ETT Nevada Inc. for the period September 29, 2004 to December 31, 2004.

Airport Services Business

      The airport services business generated $93.1 million cash flow provided by financing activities in 2005. Key components included:

• $332 million in proceeds for the GAH acquisition and the debt refinancing in December 2005;

• repayment of $196.5 million in conjunction with the debt refinancing; and

• distributions to shareholders of $111 million.

      Cash flow provided by financing activities from our airport services business in 2004 reflected primarily:

• the debt and equity raised by NACH to fund the initial acquisition of Atlantic, offset by a $1.5 million repayment of debt at the end of 2004; and

• $3.9 million for the establishment of a debt service reserve relating to the debt raised to finance the acquisition of Atlantic.

      The acquisition of Atlantic by NACH was initially partially financed with a $130 million bridge loan facility provided by the Macquarie Group. This bridge facility was refinanced in October 2004 with a term loan facility of the same amount. The Macquarie Group provided $52 million of the term loan facility. NACH made a prepayment of $1.5 million of the term loan on December 31, 2004. MIC purchased AvPorts with a senior loan in place that was drawn at the time of the acquisition. On January 14, 2005, NACH completed its acquisition of two FBOs in California. This acquisition was partly funded through an increase in the term loan of $32 million, which was provided by WestLB AG, New York Branch.

      On December 12, 2005, NACH, the holding company for MIC’s airport services business, entered into a loan agreement providing for $300 million of term loan borrowing and a $5 million revolving credit facility. On December 14, 2005, NACH drew down $300 million in term loans and repaid the existing term loans of $198.6 million (including accrued interest and fees), increased its debt service reserve by $3.4 million and paid $6.4 million in fees and expenses. The remaining amount of the draw down was distributed to MIC and will be utilized to partially fund the acquisition of The Gas Company, LLC, or TGC. Pending the closing of TGC, MIC has invested the excess refinancing proceeds in investment grade short term debt. NACH also utilized $2 million of the revolving credit facility to issue letters of credit.

      The counterparties to the agreement are Mizuho Corporate Bank Limited, as administrative agent, and other lenders party thereto. The obligations under the credit agreements are secured by the assets of

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NACH as well as the equity interests of NACH and its subsidiaries. The terms and conditions for the facilities includes events of default and representations and warranties that are customary for facilities of this type.

      This term loan facility, together with the revolving credit facility discussed below, are secured by all of the assets and stock of NACH and its subsidiaries and is non-recourse to the company and its other subsidiaries. Details of the term loan facility are as follows:

Amount outstanding as of December 31, 2005	$300 million term loan $5 million revolver with established letters of credit in place for $2 million
Term	5 years (matures December 12, 2010)
Amortization	Payable at maturity
Interest rate type	Floating
Interest rate base	LIBOR
Interest rate margin	1.75% until 2008 2.00% until 2010
Interest rate hedging	We have novated MANA and NACH’s existing swaps and entered into new interest rate swaps (fixed vs. LIBOR), fixing 100% of the term loan at the following average rates (not including interest margin):

Start Date	End Date	Fixed Rate
Dec 14, 2005	Sep 28, 2007	4.27%
Sep 28, 2007	Nov 7, 2007	4.73%
Nov 7, 2007	Oct 21, 2009	4.85%
Oct 21, 2009	Dec 14, 2010	4.98%

Debt service reserve	Six months of debt service
Distributions Lock-Up Tests	12 month forward and 12 month backward debt service cover ratio < 1.5x
	Minimum adjusted EBITDA:

Year	Minimum adjusted EBITDA
2005	$40.1 million
2006	$40.1 million
2007	$43.5 million
2008	$47.0 million

Maximum debt/ adjusted EBITDA calculated quarterly:

Starting	Ending	Maximum debt/ adjusted EBITDA
December 31, 2008	September 30, 2009	5.5x
December 31, 2009	March 31, 2010	5.0x
June 30, 2010	September 30, 2010	4.5x

Mandatory Prepayments	If any distribution lock-up test is not met for two consecutive quarters.
Events of Default Financial Triggers	If backward debt service cover ratio < 1.2x

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12 month backward debt service cover ratio as at December 31, 2005	2.19x
12 month forward debt service cover ratio as at December 31, 2005	2.63x

      We do not intend to be in a position to repay the amount outstanding under this facility at maturity as a result of our dividend policy to distribute to shareholders available cash net of prudent reserves. Therefore, we will need to refinance this facility at or prior to its maturity. We have no reason to believe at this time that we will not be able to refinance the debt when due.

      In addition to the term loan facility, NACH has entered into a $5 million, five-year revolving credit facility with Mizuho Corporate Bank Ltd. that may be used to fund working capital requirements or to provide letters of credit. This facility ranks equally with the term loan. As of March 10, 2005, $2 million of this facility has been utilized to provide letters of credit pursuant to certain FBO leases.

Airport Parking Business

      Our airport parking business generated $76.7 million of cash flow provided by financing activities in 2005. Key components were:

• $58.7 million in additional debt used to fund the acquisition of the SunPark properties in October, 2005; and

• $20.8 million that we provided to the business in the form of equity contributions to fund acquisitions.

      Cash flow provided by financing activities from our airport parking business in 2004 included:

• $30 million invested by us to enable MAPC to increase its economic and voting interest in the underlying business to 87.1%;

• a $2.3 million deposit into the reserve account associated with the senior debt facility; and

• a dividend distribution by the business of $1.8 million prior to our acquisition, which would have been $1.5 million had we owned 87.1% of the business at that time.

      The debt service reserve account is now fully funded and Macquarie Parking does not expect to make further significant deposits into this account.

      On October 1, 2003, Macquarie Parking entered into a loan for $126 million, which was used to refinance debt and to partly fund the acquisition of the Avistar business. This loan is secured by the majority of real estate and other assets of the airport parking business and is recourse only to Macquarie Parking and its subsidiaries. On December 22, 2003, Macquarie Parking entered into another loan agreement with the same lender for $4.8 million. Macquarie Parking used the proceeds of this loan to partly fund the acquisition of land that it formerly leased for operating its Chicago facility. This loan is secured by the land at the Chicago site.

      Our parking business established a non-recourse debt facility on October 3, 2005 under a new credit agreement with GMAC Commercial Mortgage Corporation to fund the SunPark acquisition and additional airport parking facilities. The SunPark debt facility is secured by all of the real property and other assets of SunPark, our LaGuardia facility and the Maricopa facility. In addition, in the third quarter of 2005, we assumed a debt facility in connection with our acquisition of an additional facility in Philadelphia reflected as Loan 4 below.

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      The following table outlines the key terms of the senior debt facilities of our airport parking business:

Loan	Loan 1	Loan 2	Loan 3	Loan 4
Amount outstanding as of December 31, 2005	$126 million	$4.7 million	$58.7 million	$2.2 million
Term	3 years (September 2006)	5 years (January 2009)	3 years (October 2008)	5 years (January 2009)
Extension options	Two one-year extensions subject to meeting certain covenants	None	Two one-year extensions subject to meeting certain covenants	None
Interest and principal repayments	Interest only during term of the loan. Repayment of principal at maturity.	Monthly payment of interest and principal of $28,675. Repayment of remaining principal at maturity.	Interest only during term of the loan. Repayment of principal at maturity.	Monthly payment of interest and principal of $14,069.12. Repayment of remaining principal at maturity.
Interest rate type	Floating	Fixed	Floating	Fixed
Interest rate base	1 month LIBOR	N/A	1 month LIBOR	N/A
Interest rate margin	1-3 years: 3.44%	5.3%	1-3 years: 2.75%	5.46%
	4th year: 3.54%		4th year: 2.95%
	5th year: 3.69%		5th year: 3.15%
Interest rate hedging	1 month LIBOR cap of 4.5% out to 3 years for a notional amount of $126 million	N/A	1 month LIBOR cap of 4.48% out to 3 years for a notional amount of $58.7 million	N/A
Debt reserves	Various reserves totaling $5.7 million, currently fully funded	None	Various reserves totaling $522,000, currently fully funded	None
Lock-up/cash sweeps	None	None	Operating income transferred to Lock Box account weekly	None

      We generally do not intend to repay our debt at maturity because we intend to distribute to our shareholders all available cash in excess of prudent reserves rather than use such cash to repay subsidiary indebtedness. Therefore, we will need to refinance these facilities at or prior to maturity. We have no reason to believe at this time that we will not be able to refinance or extend the debt when due.

District Energy Business

      The district energy business used $15.2 million in financing activities in 2005. Key components were:

• dividend distributions of $15.5 million; and

• additional borrowings of $850,000 to finance capital expenditures.

Cash provided by financing activities in our district energy business in 2004 reflected the debt and equity raised by MDEH and its subsidiaries to fund the acquisition of Thermal Chicago Corporation, ETT Nevada, Inc. and the senior debt of Northwind Aladdin.

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      The indirect acquisition of Thermal Chicago by MDEH was initially partially financed with a $76 million bridge loan facility provided by the Macquarie Group. This bridge loan facility was refinanced in September 2004 with part of the proceeds from the issuance of $120 million of fixed rate secured notes due 2023 in a private placement. The notes, together with the revolving credit facility discussed below, are secured by the assets of MDEH’s direct subsidiary MDE and its subsidiaries, excluding the assets of Northwind Aladdin, and MDE’s stock and are recourse only to MDE and its subsidiaries.

      The details of the senior secured notes are as follows:

Amount outstanding as of December 31, 2005	$120 million
Term	Matures December 31, 2023
Amortization	Variable quarterly amortization commencing December 31, 2007
Interest rate type	Fixed
Interest rate	6.82% on $100 million and 6.4% on $20 million
Debt service reserve	Six-month debt service reserve
Dividend payment restriction	No distributions to be made to shareholders of MDE if debt service coverage ratio is less than 1.25 times for previous and next 12 months, tested quarterly.
Make whole payment	Difference between the outstanding principal balance and the value of the senior secured notes discounting remaining payments at a discount rate of 50 basis points over the U.S. treasury security with a maturity closest to the weighted average maturity of the senior secured notes.
Debt Service Coverage Ratio at December 31, 2005	2.16:1

      In addition to the senior secured notes, MDE has also entered into a $20 million, three-year revolving credit facility with La Salle Bank National Association that may be used to fund capital expenditures or working capital or to provide letters of credit. This facility ranks equally with the senior secured notes. As of December 31, 2005, $7.1 million of this facility has been utilized to provide letters of credit to the City of Chicago pursuant to the Use Agreement and in relation to a single customer contract and another $850,000 drawn to fund maintenance capital expenditures.

Toll Road Business

      Connect M1-A1 Limited uses its cash flow after funding its operations to make interest and principal payments on its senior debt, to make interest and principal payments on its subordinated debt to Macquarie Yorkshire and Balfour Beatty and then to make dividend payments to CHL. CHL then distributes these dividends to Macquarie Yorkshire (50%) and Balfour Beatty (50%). The subordinated debt interest payments received by Macquarie Yorkshire are included in our consolidated cash flow from operations and subordinated debt principal payments and dividends are included in our consolidated cash flow from investing activities.

Subordinated Loans

      Cash flow is generated from our toll road business in the form of interest and principal repayments received from Connect M1-A1 Limited on Macquarie Yorkshire’s subordinated loans to Connect M1-A1 Limited. The terms of these subordinated loans are summarized below. The outstanding amounts and

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repayment schedule set out below reflect our 50% interest in the subordinated loans, the balance of which is held by our partner, Balfour Beatty.

	Senior Subordinated Loan		Junior Subordinated Loan
Outstanding balance as of March 31, 2005		£4.9 million		£2.85 million
Interest rate		U.K. LIBOR +4% per year payable		15% per year payable
		semi-annually (minimum 6% per year)		semi-annually
		65% of principal repayments
Maturity		September 30, 2016		March 26, 2020
Repayment schedule		Semi-annually from March 31, 2005		Repayment at maturity
		Payable during year ended December  31,
		2005-2006  £200,000
		2007-2011  £300,000
		2012-2015  £600,000
		2016-  £700,000

      Interest received by Macquarie Yorkshire from the subordinated debt was £1.05 million ($1.83 million) for the year ended December 31, 2005. Assuming that payments under the subordinated loans are made in accordance with the current terms and interest rates remain unchanged, Macquarie Yorkshire anticipates receiving the following debt payments for the year ended December 31, 2006.

Interest	£1.01  million
Redemption premium	Nil
Principal	£0.2 million
Total	£1.21  million

Dividends

      Cash flow is also generated from dividends paid to Macquarie Yorkshire by CHL. The shareholders’ agreement for CHL between Macquarie Yorkshire and Balfour Beatty provides for Connect M1-A1 Limited, subject to the availability of cash and distributable reserves, to distribute all of its net income in the form of semi-annual dividends to CHL. CHL in turn distributes the cash dividends received to Macquarie Yorkshire and Balfour Beatty. For the year ended December 31, 2005, CHL paid total dividends to Macquarie Yorkshire of approximately £3.05 million and for the year ended December 31, 2006, it is currently anticipated that CHL will pay total dividends of approximately £5.9 million to Macquarie Yorkshire. The increase in dividends in 2006 compared to 2005 is largely due to the impact of projected traffic volume growth on the revenues of Connect M1-A1 Limited.

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Connect M1-A1 Limited’s Senior Debt

      Distribution of dividends by Connect M1-A1 Limited to CHL and payments of principal and interest on Connect M1-A1 Limited’s subordinated loans from Macquarie Yorkshire are subject to the timely payment of interest and principal and compliance by Connect M1-A1 Limited with covenants contained in the terms of its senior debt described below.

      Connect M1-A1 Limited has two non-recourse senior debt facilities both of which are secured by the assets and pledged stock of Connect M1-A1 Limited which are summarized below:

	Commercial Senior Debt Facility	European Investment Bank Facility
Outstanding balance as of March 31, 2005	£194.2 million	£79.2 million
Interest rate	U.K. LIBOR plus 0.75% per year increasing to plus 0.80% from September 30, 2006 and plus 0.90% from September 30, 2020 payable semi-annually. Interest rate swaps have been entered into in respect of 70% of the notional principal amount.	9.23% for guaranteed portion and 9.53% for unguaranteed portion.
Maturity	March 31, 2024	March 25, 2020
Amortization	Semi-annual unequal amortization	Semi-annual unequal amortization

      The covenants in respect of the senior debt are tested semi-annually for the periods ended March 31 and September 30. In the commercial senior debt facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.10:1. In the European Investment Bank facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.13:1. The loan life coverage ratio is calculated by reference to the expected cash flows of Connect M1-A1 Limited over the life of the senior debt discounted at the interest rate for the senior debt. If these covenants are not met for any semi-annual period, subordinated debt and dividend payments from Connect M1-A1 Limited are required to be suspended until the covenants are complied with. While payments are suspended, excess cash balances are held by Connect M1-A1 Limited and are not required to be paid towards reducing the senior debt. At March 31, 2005, the loan life coverage ratio was 1.31:1 under the commercial senior debt facility and 1.38:1 under the European Investment Bank facility and the debt service coverage ratio was 1.16:1 for the preceding twelve months and projected at 1.22:1 for the following twelve months.

      At the time of our acquisition of Macquarie Yorkshire, we set aside £1 million (USD $1.9 million) of cash acquired to cash collateralize a letter of credit of the same amount required by a lender to Connect M1-A1 Limited as security for funding breakage costs on their fixed rate loan. This cash was released when certain financial tests were met by Connect M1-A1 Limited. We received £1 million (USD $1.7 million) in the fourth quarter of 2005.

Investments in MCG and SEW

      Our cash flow from operations include dividends from our investments in MCG and SEW. The dividends we receive from MCG and SEW are dependent on the performance of the underlying businesses and compliance with debt covenants. Based on the public statements of MCG management regarding expected distributions per share for the MCG fiscal year ending June 30, 2006, we expect to receive total dividends from MCG of approximately AUD $6.4 million (USD $4.3 million) in the year ended December 31, 2006, net of applicable Australian withholding taxes. Although these estimates are based on public guidance provided by the management of MCG, such guidance does not constitute a guarantee that such dividends will be paid by MCG. For the year ended December 31, 2006, based on the dividends expected

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to be paid by SEW during the year, we expect to receive total dividends from our investment in SEW of approximately £3.2 million (USD $5.9 million).

Capital Expenditures

      On a consolidated basis, we expect to incur $8.4 million of maintenance capital expenditure in 2006 and $26.5 million of specific capital expenditure in through 2008. The specific capital expenditure will be funded from available debt facilities, with the proceeds from our recent debt refinancing and with restricted cash from acquisitions. All of the maintenance and specific capital expenditure will be incurred at the operating company level.

      We have detailed our capital expenditures on a segment-by-segment basis, which we believe is a more appropriate approach to explaining our capital expenditure requirements on a consolidated basis.

Airport Services Business

Maintenance Capital Expenditure

      We expect to spend approximately $3.8 million, or $200,000 per FBO, per year on maintenance capital expenditure. This amount is spent on items such as repainting, replacing equipment as necessary and any ongoing environmental or required regulatory expenditure, such as installing safety equipment. This expenditure is funded from cash flow from operations.

Specific Capital Expenditure

      We intend to incur a total of approximately $12.4 million of specific capital expenditure in 2006 and 2007 which we intend to fund from the proceeds of our recent debt refinancing.

			Estimated Cost/Amount
			Remaining (from
Location	Item	Expected Timing	December 31, 2005)
Teterboro Airport	Ramp construction	Commencing second quarter 2006	$	4.5 million
Metroport East 34th Street Heliport	Upgrade of heliport in exchange for ten-year operating agreement	Commencing third quarter 2006	$	2.8 million
Pittsburgh International Airport	Original lease requires further capital expenditure. This will be fulfilled through the development of a new hangar.	Commencing by June 2006	$	5.1 million

Airport Parking Business

Maintenance Capital Expenditure

      Maintenance capital projects include regular replacement of shuttle buses and IT equipment, some of which are capital expenditures paid in cash and some of which are financed, including with capital leases. During the twelve months ended December 31, 2005, our airport parking business committed to maintenance-related capital projects totaling $4.2 million, of which $1.3 million represents our 2005 maintenance capital expenditures that were paid in cash. The remainder was financed, primarily with capital leases. In 2006, our airport parking business expects to commit to maintenance-related capital projects totaling $3.6 million, of which $1.8 million represents our 2006 maintenance capital expenditures and $1.8 million is expected to be financed with capital leases.

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Specific Capital Expenditure

      Our airport parking business committed to specific capital projects in 2005 totaling $2.1 million, of which $360,000 represents specific capital expenditures that were paid in cash. The remainder was financed with capital leases and otherwise. These revenue enhancing projects included a vehicle lift system to manage additional demand at one location and covered parking solutions at three locations. In 2006, our airport parking business expects to commit to $447,000 of specific capital projects, of which $300,000 represents specific capital expenditures and the remainder of which we expect to finance.

      In addition, we intend to spend an additional $1.6 million on capital expenditures related to our SunPark facilities, all of which we pre-funded at the time of our acquisition.

District Energy Business

Maintenance Capital Expenditure

      Thermal Chicago expects to spend approximately $1 million per year on capital expenditures relating to the replacement of parts and minor system modifications. Over the past two years, minor system modifications have been made that increased capacity by 3,000 tons. Maintenance capital expenditures will be funded for the next two years from available debt facilities and thereafter are expected to be funded from cash flow from operations.

Specific Capital Expenditure

      We anticipate that Thermal Chicago will spend up to approximately $8.4 million for system expansion over two years starting in 2007. The estimated cost of system expansion has increased by $1.4 million over prior estimates due to increases in equipment and material costs. This expansion, in conjunction with efficiencies we have achieved at our plants and throughout our system, will add approximately 16,000 tons of saleable capacity to the Thermal Chicago downtown cooling system. A portion of this increased capacity, approximately 6,700 tons, will be used to accommodate four customers who will convert from interruptible to continuous service in mid-2006, with the balance sold to new or existing customers. We anticipate that the expanded capacity sold to new or existing customers will be under contract or subject to letters of intent prior to Thermal Chicago committing to the capital expenditure. As of March 1, 2006, we have signed contracts with two customers representing 30% of the additional saleable capacity, including their options to extend. These customers will begin receiving service between 2006 and 2009.

      Associated with expanding the system and creating additional capacity, we estimate that we will incur additional capital expenditure of $3.8 million over the next three years to connect new customers to the system. Typically, new customers will reimburse Thermal Chicago for most, if not all, of these expenditures. Approval from the City of Chicago may be required if expansion of underground piping is necessary.

      Based on recent contract experience, each new ton of capacity sold will add approximately $425 to annual revenues in the first year of service. Approximately 50% of this increased revenue is in the form of cooling capacity revenue and the balance as cooling consumption revenue.

      Thermal Chicago expects to fund the capital expenditure for system expansion and interconnection by drawing on available debt facilities.

Toll Road Business

Maintenance Capital Expenditure

      Maintenance capital expenditure is required to maintain the condition of Yorkshire Link at the standard required under the concession on an ongoing basis and to meet the return condition requirements at the end of the concession when the road is transferred to the U.K. government. Connect M1-A1 Limited anticipates spending approximately £30.6 million, at 2003 prices, on periodic maintenance over the remaining life of the concession, with most of this expenditure occurring after 2020. This expenditure

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generally relates to resurfacing and the maintenance of structures over which Yorkshire Link runs and is in addition to the general day-to-day operating costs of Yorkshire Link.

COMMITMENTS AND CONTINGENCIES

      The following tables summarize the future obligations of the MIC Inc., the U.S. holding company for our consolidated businesses, due by period, as of December 31, 2005, under their various contractual obligations, off-balance sheet arrangements and commitments.

	Payments Due by Period
			Less than						More than
	Total		one Year		1-3 Years		3-5 Years		5 Years
	($ in thousands)
Long-term debt(1)	$	610,994	$	146	$	194,104	$	315,644	$	101,100
Capital lease obligations(2)		4,237		1,756		2,002		479		—
Notes payable		1,274		891		308		60		15
Operating lease obligations(3)		395,218		20,467		41,042		39,781		293,928
Purchase obligations(4)		86,800		86,800		—		—		—
Total contractual cash obligations(5)	$	1,098,523	$	110,060	$	237,456	$	355,964	$	395,043

(1)	The long-term debt represents the consolidated principal obligations to various lenders. The debt facilities, which are obligations of the operating businesses and have maturities between 2006 and 2020, are subject to certain covenants, the violation of which could result in acceleration. We believe the likelihood of a debt covenant violation to be remote. Refer to the “Liquidity and Capital Resources” section for details on interest rates and interest rate hedges on our long-term debt.
(2)	Capital lease obligations are for the lease of certain transportation equipment. Such equipment could be subject to repossession upon violation of the terms of the lease agreements. We believe the likelihood of such violation to be remote.
(3)	The company is obligated under non-cancelable operating leases for various parking facilities at MAPC and for real estate leases at MDEH. This represents the minimum annual rentals required to be paid under such non-cancelable operating leases with terms in excess of one year.
(4)	Purchase obligations include the commitment of the company (through a wholly-owned subsidiary) to acquire 100% of the membership interests in The Gas Company for $238 million (plus expected transaction costs and reserves of $21 million), net of expected debt of $160 million. The transaction is expected to close late in the second quarter or third quarter of 2006. With an up front deposit of $12.2 million already paid, and with the expected debt of $160 million, this reduces the purchase obligation to $86.8 million.
(5)	This table does not reflect certain long-term obligations, such as deferred taxes, where we are unable to estimate the period in which the obligation will be incurred.

Toll Road

	Payments Due by		Less Than		More Than
	Period Total		1-3 Years		3-5 Years
	(£ in thousands)
Loans from Connect M1-A1 Limited	£	25,384		—	£	25,384
Total contractual cash obligations	£	25,384		—	£	25,384

      This table also does not reflect obligations of CHL, as they do not have recourse to Macquarie Yorkshire. (CHL has long-term obligations of £288.9 million at March 31, 2005, consisting primarily of long-term debt.) CHL is also obligated, pursuant to the concession, to maintain Yorkshire Link during the

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concession period. Not included in this table is management’s estimate of the cost of this obligation, which is approximately £30.6 million over the life of the concession as measured at 2003 prices.

The Gas Company

      On November 21, 2005, we entered into two loan agreements dated as of November 17, 2005, each providing for $80 million of term loan borrowing, $160 million in the aggregate, and a $20 million revolving credit facility. We intend to use the $160 million in term loans to partially fund the acquisition of The Gas Company, LLC, or TGC. The acquisition is subject to regulatory and other approvals. The agreements contemplate borrowings of the term loans by HGC Holdings, LLC, or HGC, the parent company of TGC, and by TGC, concurrently with our acquisition of those entities. The counterparties to each agreement are Dresdner Bank AG, London Branch, as administrative agent, Dresdner Kleinwort Wasserstein Limited, as lead arranger, and the other lenders party thereto. We intend to utilize the $20 million revolving credit facility to finance TGC’s working capital and to finance or refinance TGC’s capital expenditures for regulated assets. Upon borrowing, the term loans and revolver will be obligations of our operating subsidiaries containing the business of TGC and will be non-recourse to us and our other businesses. The obligations under the credit agreements will be secured by security interests in the assets of TGC as well as the equity interests of TGC and HGC. The terms and conditions for the facilities includes events of default and representations and warranties that are generally customary for facilities of this type. Select details of the term and revolving credit facilities are presented below:

	Holding Company Debt	Operating Company Debt
Borrowers:	HGC Holdings, LLC	The Gas Company, LLC
Borrowings:	$80 million Term Loan	$80 million Term Loan	$20 million Revolver
Security:	First priority security interest on HGC assets and equity interests	First priority security interest on TGC assets and equity interests
Term:	7 years from date of first drawdown	7 years from date of first drawdown	7 years from date of first drawdown on TGC term loan
Amortization:	Payable at maturity	Payable at maturity	Payable at maturity
Rate Years 1-5:	LIBOR plus 0.60%	LIBOR plus 0.40%	LIBOR plus 0.40%
Years 6-7:	LIBOR plus 0.70%	LIBOR plus 0.50%	LIBOR plus 0.50%
Hedging:	We have entered into forward starting interest rate swaps (fixed v. LIBOR) fixing funding costs at 4.84% for 7 years on a notional value of $160 million		—
Covenants prior to First Drawdown:	Maximum Debt to EBITDA of 6.6x at closing		—
Distributions Lock-Up Test:	—	12 mo. look-forward and 12 mo. look-backward adjusted EBITDA/interest<  3.5x	—

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	Holding Company Debt	Operating Company Debt
Mandatory Prepayments	—	12 mo. look-forward and 12 mo. look-backward adjusted EBITDA /interest<  3.5x for 3 consecutive quarters	—
Events of Default Financial Triggers		Adjusted EBITDA/ interest<  2.50x	Adjusted EBITDA/ interest<  2.50x

CRITICAL ACCOUNTING POLICIES

      The preparation of our financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions and judgments and uncertainties, and potentially could result in materially different results under different conditions. Our critical accounting policies are discussed below. These policies are consistent with the accounting policies followed by the businesses we own.

Business Combinations

      Our acquisitions of businesses that we control are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by our management, taking into consideration information supplied by the management of acquired entities and other relevant information. Such information includes valuations supplied by independent appraisal experts for significant business combinations. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values require significant judgment both by management and outside experts engaged to assist in this process.

Goodwill, intangible assets and property, plant and equipment

      Significant assets acquired in connection with our acquisition of the airport services business, airport parking business and district energy business include contract rights, customer relationships, non-compete agreements, trademarks, domain names, property and equipment and goodwill.

      Trademarks and domain names are generally considered to be indefinite life intangibles. Trademarks, domain names and goodwill are not amortized in most circumstances. It may be appropriate to amortize some trademarks and domain names. However, for unamortized intangible assets, we are required to perform annual impairment reviews and more frequently in certain circumstances.

      The goodwill impairment test is a two-step process, which requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit based on a discounted cash flow model using revenue and profit forecasts and comparing those estimated fair values with the carrying values, which included the allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to its corresponding carrying value. The airport services business, airport parking business and district energy business are separate reporting units for purposes of

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this analysis. The impairment test for trademarks and domain names which are not amortized requires the determination of the fair value of such assets. If the fair value of the trademarks and domain names is less than their carrying value, an impairment loss is recognized in an amount equal to the difference. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and/or intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or material negative change in relationship with significant customers.

      Property and equipment are initially stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the property and equipment after consideration of historical results and anticipated results based on our current plans. Our estimated useful lives represent the period the asset remains in services assuming normal routine maintenance. We review the estimated useful lives assigned to property and equipment when our business experience suggests that they do not properly reflect the consumption of economic benefits embodied in the property and equipment nor result in the appropriate matching of cost against revenue. Factors that lead to such a conclusion may include physical observation of asset usage, examination of realized gains and losses on asset disposals and consideration of market trends such as technological obsolescence or change in market demand.

      Significant intangibles, including contract rights, customer relationships, non-compete agreements and technology are amortized using the straight-line method over the estimated useful lives of the intangible asset after consideration of historical results and anticipated results based on our current plans. With respect to contract rights in our airport services business, we take into consideration the history of contract right renewals in determining our assessment of useful life and the corresponding amortization period.

      We perform impairment reviews of property and equipment and intangibles subject to amortization, when events or circumstances indicate that assets are less than their carrying amount and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. In this circumstance, the impairment charge is determined based upon the amount of the net book value of the assets exceeds their fair market value. Any impairment is measured by comparing the fair value of the asset to its carrying value.

      The “implied fair value” of reporting units and fair value of property and equipment and intangible assets is determined by our management and is generally based upon future cash flow projections for the acquired assets, discounted to present value. We use outside valuation experts when management considers that it is appropriate to do so.

      The carrying value of our equity method investment includes an additional intangible asset to reflect the difference between the purchase price for our 50% investment in the toll road business and the underlying equity in the net assets of the business. This intangible asset value, which represents the concession agreement with the Secretary of State for Transport in the United Kingdom (the “Concession Agreement”) has been recorded at fair value determined by management, taking into consideration information supplied by the management of acquired entities and other relevant information including valuations supplied by independent appraisal experts. The Concession Agreement is amortized based on a percentage of usage of the toll road in the period relative to the total estimated usage over the life of the agreement. In addition, any loss in value that is other than temporary is recognized as an impairment charge.

      We test goodwill for impairment as of October 1 each year. There was no goodwill impairment as of October 1, 2005. We test our long-lived assets when there is an indicator of impairment. There were no impairments of long-lived assets during 2005.

Securities available for sale

      Our acquisition of MCG was initially recorded at cost and classified as a “Security available for sale” on our consolidated balance sheet. Our intention is to hold MCG for an indeterminate period of time. Since

108

MCG has a readily determinable market value, we record this investment at cost with unrealized gains and losses reported in other comprehensive income (loss). Declines in value other than temporary are included in investment income. Management consider MCG’s financial position, results of operations, stock price performance, analyst research reports and other relevant information in determining whether a decline is other than temporary. We revaluate our hold position on an annual basis.

Investments at cost

      Our initial investment in SEW was recorded at cost. As SEW does not have a readily determinable market value, we continue to record the investment at cost. We perform periodic review of the investment, using information supplied by the management of SEW. We further evaluate SEW based on the future cash flow projections, discounted to present value. We use outside valuation experts when we consider it appropriate to do so.

Revenue recognition

      Fuel revenue from our airport services business is recorded when fuel is provided or when services are rendered. Our airport services business also records hangar rental fees, which are recognized during the month for which service is provided.

      Our airport parking business records parking lot revenue, as services are performed, net of allowances and local taxes. Revenues for services performed, but not collected as of a reporting date, are recorded based upon the estimated value of uncollected parking revenues for customer vehicles at each location. Our airport parking business also offers various membership programs for which customers pay an annual membership fee. Such revenue is recognized ratably over the one-year life of the membership. Revenue from prepaid parking vouchers that can be redeemed in the future is recognized when such vouchers are redeemed.

      Our district energy business recognizes revenue from cooling capacity and consumption at the time of performance of service. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected services period on a straight-line basis.

Hedging

      With respect to our debt facilities and the expected cash flows from our non-US investments, we have entered into a series of derivatives and forward contracts to hedge our interest rate and foreign exchange exposure. We have classified each hedge as a cash flow hedge at the time the hedge was put in place. Changes in the value of the hedges, to the extent effective, are recorded in other comprehensive income (loss). Changes in the value that represent the ineffective portion of the hedge is recorded as other income (loss) on the consolidated income statement.

Income Taxes

      We account for income taxes using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Currency Risk

      We are exposed to currency risk on cash flows we receive from our businesses and investments located outside of the United States and on the translation of earnings. Our current policy is not to hedge over the long term the currency risk associated with foreign currency denominated income and cash flows,

109

due to the uncertain size and timing of the distributions we expect to receive. However, we may from time to time seek to hedge our currency risk for short to medium periods, up to two years at a time. We have hedged our currency exposures through 2007 through various forward contracts, which are described below.

Toll Road Business

      Our cash flows are exposed to the impact of fluctuations in the Pound Sterling/ U.S. dollar exchange rate on the interest income and dividends from Connect M1-A1 Limited and CHL, respectively. Based on the interest and dividends expected to be received in 2006 by Macquarie Yorkshire, a hypothetical 1% appreciation in the U.S. dollar against the Pound Sterling would reduce our interest income from Connect M1-A1 Limited by $19,000 per year and our dividends from CHL by $67,000 per year.

      The principal payments we will receive on the subordinated loans are also denominated in Pounds Sterling and fluctuations in the Pound Sterling/ U.S. dollar exchange rate will cause fluctuations in the actual cash we receive in U.S. dollars.

      We have entered into various forward exchange contracts to hedge our exposure to the impact of Pound Sterling/ U.S. dollar fluctuations on our expected 2006 and 2007 interest, principal and dividends for Macquarie Yorkshire. The forward exchange contract rates range from £0.5325 to £0.5674 per $1.00.

Investments in SEW and MCG

      In relation to our investment in SEW, we are exposed to the impact of the Pound Sterling/ U.S. dollar exchange rate on our dividend income. Based on our expected dividend income from SEW in 2006, a hypothetical 1% appreciation of the U.S. dollar against the Pound Sterling would reduce our dividend income and cash flows by $55,000 per year.

      We have entered into various forward exchange contracts to hedge our exposure to the impact of Pound Sterling/ U.S. dollar fluctuations on our expected 2006 and 2007 dividends from SEW. The forward exchange contract rates range from £0.5303 to £0.5674 per $1.00.

      In relation to our investment in MCG, we are exposed to the impact of the Australian dollar/ U.S. dollar exchange rate on our dividend income. Based on our expected dividend income from MCG in 2006, a hypothetical 1% appreciation of the U.S. dollar against the Australian dollar would reduce our dividend income and cash flows prior to any withholding taxes by $47,000 per year.

      We have entered into various forward exchange contracts to hedge our exposure to the impact of Australian dollar/ U.S. dollar fluctuations on our expected 2006 and 2007 dividends from MCG. The forward exchange contract rates range from AUD $1.3286 to AUD $1.3541 per $1.00.

Interest Rate Risk

      We are exposed to interest rate risk in relation to the borrowings of our businesses. Our current policy is to enter into derivative financial instruments to fix variable rate interest payments covering at least half of the interest rate risk associated with the borrowings of our businesses, subject to the requirements of our lenders. As of February 13, 2006, we have total debt outstanding at our consolidated businesses of $611.5 million. Of this total debt outstanding, $126.8 million is fixed rate and $484.8 million is floating. Of the $484.8 million of floating rate debt, $300 million is hedged with interest rate swaps, and $184.7 million is hedged with an interest rate cap.

Airport Services Business

      The senior debt for our airport services business comprises a non-amortizing $300 million floating rate facility maturing in 2010.

110

      A 1% increase in the interest rate on the airport services business debt would result in a $3 million increase in the interest cost per year. A corresponding 1% decrease would result in a $3 million decrease in interest cost per year.

      Our airport services business’ exposure to interest rate changes has been 100% hedged until December 14, 2010 through the use of interest rate swaps. These hedging arrangements will offset any additional interest rate expense incurred as a result of increases in interest rates during that period. However, if interest rates decrease, the value of our hedge instruments will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the hedge instruments of $6.6 million. A corresponding 10% relative increase would result in a $6.5 million increase in the fair market value.

Airport Parking Business

      Our airport parking business has four senior debt facilities: a $126 million non-amortizing floating rate facility maturing in 2006 if the options to extend are not exercised, a $58.7 million non-amortizing floating rate facility maturing in 2008, a partially amortizing $4.6 million fixed rate facility maturing in 2009 and a partially amortizing $2.2 million fixed rated facility maturing in 2009. The airport parking business intends to exercise the option to extend the $126 million facility and management expects the airport parking business will be able to fulfill the required conditions. Conditions include providing specified notice to the lender before maturity of the original facility, entering appropriate interest rate cap agreements and maintenance of debt service coverage constant ratios and debt service coverage ratios. Due to a requirement imposed by our lender we were unable to enter into any interest rate swap agreements in relation to either the $126 million facility or the $58.7 million facility. Instead, we purchased an interest rate cap agreement at a base rate of LIBOR equal to 4.5% for a notional amount of $126 million for the term of the loan and a second interest rate cap agreement at a base rate of LIBOR equal to 4.48% for a notional amount of $58.7 million.

      A 1% increase in the interest rate on the $126 million facility will increase the interest cost by $1.3 million per year. A 1% decrease in interest rates will result in a $1.3 million decrease in interest cost per year. A 1% increase in the interest rate on the $58.7 million facility will increase the interest cost by $587,000 per year. A 1% decrease in interest rates will result in a $587,000 decrease in interest costs per year.

      Our airport parking business has a fixed rate exposure on the $4.6 million debt facility and the $2.2 million debt facility. A 10% relative increase in interest rates will decrease the fair market value of the $4.6 million facility by $62,000. A 10% relative decrease in interest rates will result in a $63,000 increase in the fair market value. A 10% relative increase in interest rates will decrease the fair market value of the $2.2 million facility by $35,000. A 10% relative decrease in interest rates will result in a $36,000 increase in the fair market value.

      In relation to the interest rate cap instruments, the 30-day LIBOR rate as at December 31, 2005 was 4.39%, compared to our interest rate cap of a LIBOR rate of 4.5% and 4.48%. We reached the interest rate caps in the first quarter of 2006.

Thermal Chicago/ Northwind Aladdin

      MDE, a subsidiary of MDEH and the direct holding company for Thermal Chicago and our interest in Northwind Aladdin, has issued $120 million of aggregate principal amount of fixed rate senior secured notes maturing December 31, 2023, with variable quarterly amortization commencing June 30, 2007. MDE has a fixed rate exposure on these notes and therefore a 10% relative increase in interest rates will result in a $5.8 million decrease in the fair market value of the notes. A 10% relative decrease in interest rates will result in a $6.3 million increase in the fair market value of the notes.

111

Connect M1-A1 Limited

      We receive floating rate interest payments on Connect M1-A1 Limited’s senior subordinated loan. A 1% increase in the interest rate on this loan results in a £49,000 increase in the interest received per year. A 1% decrease in the interest rate results in a £49,000 decrease in the interest received per year.

      We have an exposure to changes in interest rates through Connect M1-A1 Limited’s junior subordinated loan provided at a fixed rate by Macquarie Yorkshire. For a 10% increase in interest rates, the fair market value of this loan will decrease by £219,000. For a 10% decrease in interest rates, the fair market value will increase by £254,000.

      Connect M1-A1 Limited has floating interest rate exposure on its commercial senior debt facility. For a 1% increase in the interest rate the interest cost will increase by £2 million per year. A 1% decrease will result in a decrease in the interest cost of £2 million per year.

      The interest rate exposure on the commercial senior debt facility of Connect M1-A1 Limited has been partially hedged through a combination of five interest rate swaps. These interest swaps will partially offset any additional expense incurred as a result of an increase in interest rates. However, if interest rates decrease, the value of Connect M1-A1 Limited’s hedging instruments will also decrease. The fair market value of these interest rate swaps will decrease by £7.4 million in the event of a 10% decrease in interest rates. A 10% increase in interest rates will result in a £7 million increase in the fair market value.

      Connect M1-A1 Limited has a fixed rate exposure on its European Investment Bank debt facility. A 10% increase in interest rates will result in a £3.8 million decrease in the fair market value of the facility. A 10% decrease in interest rates will result in a £4.1 million increase in the fair market value of the facility.

Commodity Risk

      Our district energy business is exposed to the risk of fluctuating electricity prices which is not fully offset by escalation provisions in our contracts with customers. In light of the current uncertainty surrounding electricity pricing, particularly given the upcoming deregulation of the Illinois electricity markets and pending rate cases, and the resulting potential changes in our contract pricing provisions, we are unable at this time to reasonably perform a sensitivity analysis regarding changes in electricity prices. Please see “Our Businesses and Investments — District Energy Business — Business-Thermal Chicago — Electricity Costs” and “— Contract Pricing” in Item 1. Business for a further discussion of these matters.

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Item 8.     Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

MACQUARIE INFRASTRUCTURE COMPANY TRUST

	Page
	Number
CONSOLIDATED BALANCE SHEETS as of December 31, 2005 and December 31, 2004		115
CONSOLIDATED STATEMENTS OF OPERATIONS for the Year Ended December 31, 2005 and the Period April 13, 2004 (inception) to December 31, 2004		116
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME for the Year Ended December 31, 2005 and the Period April 13, 2004 (inception) to December 31, 2005		117
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Year Ended December 31, 2005 and the Period April 13, 2004 (inception) to December 31, 2004		118
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		120
NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust)
CONSOLIDATED STATEMENTS OF OPERATIONS for the Period July 30, 2004 to December 22, 2004, the Period January 1, 2004 to July 29, 2004 and the Year Ended December 31, 2003		161
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS) for the Period July 30, 2004 to December 22, 2004, the Period January 1, 2004 to July 29, 2004 and the Year Ended December 31, 2003		162
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Period July 30, 2004 to December 22, 2004, the Period January 1, 2004 to July 29, 2004 and the Year Ended December 31, 2003		163
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		164
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS		173

113

Report of Independent Registered Public Accounting Firm

The Stockholders of Macquarie Infrastructure Company Trust:

The Board of Directors of Macquarie Infrastructure Company LLC:

      We have audited the accompanying consolidated balance sheets of Macquarie Infrastructure Company Trust (the “Trust”) as of December 31, 2005 and December 31, 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2005 and the period April 13, 2004 (inception) to December 31, 2004. In connection with the audits of the consolidated financial statements, we have audited the related financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Macquarie Infrastructure Company Trust as of December 31, 2005 and December 31, 2004, and the consolidated results of their operations and their cash flows for the year ended December 31, 2005 and the period April 13, 2004 (inception) to December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Macquarie Infrastructure Company Trust’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Dallas, Texas

March 10, 2006

114

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2005			2004
	($ in thousands, except
	per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	115,163		$	140,050
Restricted cash		1,332			1,155
Accounts receivable, less allowance for doubtful accounts of $839 and $1,359, respectively		21,150			12,312
Dividend receivable		2,365			1,743
Inventories		1,981			1,563
Prepaid expenses		4,701			4,186
Deferred income taxes		2,101			1,452
Income tax receivable		3,489			1,761
Other		4,394			3,547
Total current assets		156,676			167,769
Property, equipment, land and leasehold improvements, net		335,119			284,744
Restricted cash		19,437			16,790
Equipment lease receivables		43,546			45,395
Investment in unconsolidated business		69,358			79,065
Investment, cost		35,295			39,369
Securities, available for sale		68,882			71,263
Related party subordinated loan		19,866			21,748
Goodwill		281,776			217,576
Intangible assets, net		299,487			254,530
Deposits and deferred costs on acquisitions		14,746			—
Deferred financing costs, net of accumulated amortization		12,830			7,757
Fair value of derivative instruments		4,660			724
Other		1,620			1,757
Total assets	$	1,363,298		$	1,208,487
Liabilities and stockholders’ equity
Current liabilities:
Due to manager	$	2,637		$	12,306
Accounts payable		11,535			10,912
Accrued expenses		13,994			11,980
Current portion of notes payable and capital leases		2,647			1,242
Current portion of long-term debt		146			94
Other		3,639			2,991
Total current liabilities		34,598			39,525
Capital leases and notes payable, net of current portion		2,864			1,755
Long-term debt, net of current portion		610,848			415,074
Related party long-term debt		18,247			19,278
Deferred income taxes		113,794			123,429
Fair value of derivative instruments		—			286
Other		6,342			4,329
Total liabilities		786,693			603,676
Minority interests		8,940			8,515
Stockholders’ equity:
Trust stock, no par value; 500,000,000 authorized; 27,050,745 shares issued and outstanding at December 31, 2005; 26,610,100 shares issued and outstanding at December 31, 2004		583,023			613,265
Accumulated other comprehensive (loss) income		(12,966	)		619
Accumulated deficit		(2,392	)		(17,588	)
Total stockholders’ equity		567,665			596,296
Total liabilities and stockholders’ equity	$	1,363,298		$	1,208,487

See accompanying notes to the consolidated financial statements.

115

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

				April 13, 2004
	Year Ended			(inception) to
	December 31,			December 31,
	2005			2004
	($ in thousands, except per share
	and shares outstanding)
Revenues
Revenue from fuel sales	$	143,273		$	1,681
Service revenue		156,167			3,257
Financing and equipment lease income		5,303			126
Total revenue		304,743			5,064
Costs and expenses
Cost of fuel sales		84,806			912
Cost of services		81,834			1,633
Selling, general and administrative expenses		82,636			7,953
Fees to manager		9,294			12,360
Depreciation expense		6,007			175
Amortization of intangibles		14,815			281
Total operating expenses		279,392			23,314
Operating income (loss)		25,351			(18,250	)
Other income (expense)
Dividend income		12,361			1,704
Interest income		4,064			69
Interest expense		(33,800	)		(756	)
Equity in earnings (loss) and amortization charges of investee		3,685			(389	)
Other income		123			50
Net income (loss) before income taxes and minority interests		11,784			(17,572	)
Income tax benefit		3,615			—
Net income (loss) before minority interests		15,399			(17,572	)
Minority interests		203			16
Net income (loss)	$	15,196		$	(17,588	)
Basic earnings (loss) per share:	$	0.56		$	(17.38	)
Weighted average number of shares of trust stock outstanding: basic		26,919,608			1,011,887
Diluted earnings (loss) per share:	$	0.56		$	(17.38	)
Weighted average number of shares of trust stock outstanding: diluted		26,929,219			1,011,887
Cash dividends declared per share	$	1.5877		$	—

See accompanying notes to the consolidated financial statements.

116

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

		Trust Stock								Accumulated
										Other			Total
		Number of					Accumulated			Comprehensive			Stockholders’
		Shares		Amount			Deficit			Income (Loss)			Equity
		($ in thousands, except number of shares and per share amounts)
Issuance of trust stock, net of offering costs			26,610,100	$	613,265		$	—		$	—		$	613,265
Other comprehensive income (loss):
	Net loss for the period ended December 31, 2004		—		—			(17,588	)		—			(17,588	)
	Translation adjustment		—		—			—			855			855
	Change in fair value of derivatives		—		—			—			1			1
	Unrealized loss on marketable securities		—		—			—			(237	)		(237	)
Total comprehensive loss for the period ended December 31, 2004														(16,969	)
Balance at December 31, 2004			26,610,100	$	613,265		$	(17,588	)	$	619		$	596,296
Issuance of trust stock to manager			433,001		12,088			—			—			12,088
Issuance of trust stock to independent directors			7,644		191			—			—			191
Adjustment to offering costs			—		427			—			—			427
Distributions to trust stockholders (comprising $1.5877 per share paid on 27,050,745 shares)			—		(42,948	)		—			—			(42,948	)
Other comprehensive income (loss):
	Net income for the year ended December 31, 2005		—		—			15,196			—			15,196
	Translation adjustment		—		—			—			(16,160	)		(16,160	)
	Change in fair value of derivatives, net of taxes of $441		—		—			—			2,928			2,928
	Reclassification adjustment for realized gain on interest rate swap, net of taxes of $1,707		—		—			—			(2,459	)		(2,459	)
	Unrealized gain on marketable securities		—		—			—			2,106			2,106
Total comprehensive income for the year ended December 31, 2005														1,611
Balance at December 31, 2005			27,050,745	$	583,023		$	(2,392	)	$	(12,966	)	$	567,665

See accompanying notes to the consolidated financial statements.

117

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended			April 13, 2004
			December 31,			(inception) to
			2005			December 31, 2004
			($ in thousands)
Operating activities
Net income (loss)			$	15,196		$	(17,588	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization of property and equipment			14,098			370
	Amortization of intangible assets			14,815			281
	Loss on disposal of equipment			674			—
	Equity in earnings (loss) and amortization charges of investee			1,803			389
	Amortization of finance charges			6,290			—
	Noncash derivative gain, net of noncash interest expense			(4,166	)		—
	Accretion of asset retirement obligation			222			—
	Deferred rent			2,308			80
	Deferred revenue			(130	)		(62	)
	Deferred taxes			(5,695	)		—
	Minority interests			203			16
	Noncash compensation			209			—
	Post retirement obligations			(116	)		—
	Accrued interest expense on subordinated debt — related party			1,003			26
	Accrued interest income on subordinated debt — related party			(399	)		(50	)
	Changes in operating assets and liabilities:
		Restricted cash		(462	)		—
		Accounts receivable		(7,683	)		(420	)
		Equipment lease receivable, net		1,677			(121	)
		Dividend receivable		(651	)		(1,704	)
		Inventories		(178	)		686
		Prepaid expenses and other current assets		(39	)		(439	)
		Due to subsidiaries		—			1,398
		Accounts payable and accrued expenses		1,882			798
		Due to manager		2,419			12,306
		Other		267			(11	)
Net cash provided by (used in) operating activities				43,547			(4,045	)
Investing activities
Acquisition of businesses and investments, net of cash acquired				(182,367	)		(467,413	)
Additional costs of acquisitions				(60	)		—
Deposits and deferred costs on future acquisitions				(14,746	)		—
Goodwill adjustment — cash received				694			—
Collection on notes receivable				358			—
Purchases of property and equipment				(6,743	)		(81	)
Proceeds received on subordinated loan				914			—
Other				—			17
Net cash used in investing activities				(201,950	)		(467,477	)

118

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

		Year Ended			April 13, 2004
		December 31,			(inception) to
		2005			December 31, 2004
		($ in thousands)
Financing activities
Proceeds from issuance of shares of trust stock			—			665,250
Proceeds from long-term debt			390,742			(1,500	)
Proceeds from line-credit facility			850			—
Contributions received from minority shareholders			1,442			—
Distributions paid to trust shareholders			(42,948	)		—
Debt financing costs			(11,350	)		—
Distributions paid to minority shareholders			(1,219	)		—
Payment of long-term debt			(197,170	)		—
Offering costs			(1,844	)		(51,985	)
Restricted cash			(2,362	)		—
Payment of notes and capital lease obligations			(1,605	)		—
Acquisition of swap contract			(689	)		—
Net cash provided by financing activities			133,847			611,765
Effect of exchange rate changes on cash			(331	)		(193	)
Net change in cash and cash equivalents			(24,887	)		140,050
Cash and cash equivalents at beginning of year			140,050			—
Cash and cash equivalents at end of year		$	115,163		$	140,050
Supplemental disclosures of cash flow information:
Noncash investing and financing activity:
	Accrued offering costs	$	—		$	2,270
	Accrued purchases of property and equipment	$	384		$	810
	Acquisition of property through capital leases	$	3,270		$	—
	Issuance of trust stock to manager for payment of 2004 performance fee	$	12,088		$	—
	Issuance of trust stock to independent directors	$	191		$	—
Taxes paid		$	2,610		$	—
Interest paid		$	30,902		$	2,056

See accompanying notes to the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

      Macquarie Infrastructure Company Trust, or the Trust, a Delaware statutory trust, was formed on April 13, 2004. Macquarie Infrastructure Company LLC, or the Company, a Delaware limited liability company, was also formed on April 13, 2004. Prior to December 16, 2004, the Trust was a wholly owned subsidiary of Macquarie Infrastructure Management (USA) Inc., or MIMUSA. MIMUSA is a subsidiary of the Macquarie Group of companies, which is comprised of Macquarie Bank Limited and its subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

      The Trust and the Company were formed to own, operate and invest in a diversified group of infrastructure businesses in the United States and other developed countries. In accordance with the Trust Agreement, the Trust is the sole holder of 100% of the LLC interests of the Company and, pursuant to the LLC Agreement, the Company will have outstanding the identical number of LLC interests as the number of outstanding shares of trust stock. The Company is the operating entity with a Board of Directors and other corporate governance responsibilities generally consistent with that of a Delaware corporation.

      On December 21, 2004, the Trust and the Company completed an initial public offering, or IPO, and concurrent private placement, issuing a total of 26,610,000 shares of trust stock at a price of $25.00 per share. Total gross proceeds were $665.3 million, before offering costs and underwriting fees of $51.6 million. MIMUSA purchased two million shares ($50 million) of the total shares issued, through the private placement offering. The majority of the proceeds were used to acquire the Company’s initial businesses and investments.

      In December 2004, subsequent to the IPO, the Company purchased the following companies:

      (i) North America Capital Holding Company, or NACH — an airport service business that is an operator of 13 fixed-based operations, or FBOs, (including additional FBOs acquired during 2005) which provide fuel, de-icing, aircraft parking, hangar and other services. The FBOs are located in various locations in the United States and the corporate headquarters are in Plano, Texas.

      (ii) Macquarie Airports North America, Inc., or MANA — an airport service business that is an operator of five FBOs and one heliport which provides fuel, de-icing, aircraft parking and hangar services, airport management, and other aviation services. The FBOs are located in the northeast and southern regions in the United States and the corporate headquarters were formerly in Baltimore, Maryland. During 2005, MANA’s operations and management were integrated into NACH.

      (iii) Macquarie Americas Parking Corporation, or MAPC — an airport parking business that provides off-airport parking services as well as ground transportation to and from the parking facilities to the airport terminals. MAPC operates 31 off-airport parking facilities located at 20 airports (including facilities at airports from acquisitions during 2005) throughout the United States and maintains its headquarters in Downey, California.

      (iv) Macquarie District Energy Holdings, LLC, or MDEH — a business that provides district cooling to 98 customers in Chicago, Illinois and provides district heating and cooling to a single customer outside of downtown Chicago and to the Aladdin Resort & Casino and Desert Passage shopping mall located in Las Vegas, Nevada. MDEH maintains its headquarters in Chicago, Illinois.

      (v) Macquarie Yorkshire Limited, or MYL — an entity that owns a 50% interest in a shadow toll road located in the United Kingdom, pursuant to a concession agreement with the U.K. government.

      In December 2004, the Company also purchased an interest in Macquarie Communications Infrastructure Group, or MCG, an investment vehicle managed by a member of the Macquarie Group that operates an Australian broadcast transmission provider and a provider of broadcast transmission and site

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

leasing infrastructure in the United Kingdom and the Republic of Ireland. The Company also purchased an indirect interest in South East Water, or SEW, a utility company that provides water to households and industrial customers in southeastern England.

      During the year ended December 31, 2005, the Company’s major acquisitions were as follows:

      (i) On January 14, 2005, NACH acquired all of the membership interests in General Aviation Holdings, LLC, or GAH, an entity that operates two FBOs in California.

      (ii) On August 12, 2005, Macquarie FBO Holdings LLC, a wholly owned subsidiary of Macquarie Infrastructure Company Inc., or MIC Inc., acquired all of the membership interests in Eagle Aviation Resources, Ltd., or EAR, an FBO company doing business as Las Vegas Executive Air Terminal.

      (iii) On October 3, 2005, MAPC completed the acquisition of real property and personal and intangible assets related to six off-airport parking facilities (collectively referred to as “SunPark”).

The airport services, airport parking and district energy businesses are owned by the Company’s wholly-owned subsidiary, MIC Inc. The investments in MCG, SEW and the business that operates a toll road are owned by the Company through separate Delaware limited liability companies.

2. Summary of Significant Accounting Policies

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Except as otherwise specified, we refer to Macquarie Infrastructure Company LLC and its subsidiaries collectively as the “Company.” The Company consolidates investments where it has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interest and, therefore, as a general rule, ownership, directly or indirectly, of over 50% percent of the outstanding voting shares is a condition for consolidation. For investments in variable interest entities, as defined by Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities, the Company consolidates when it is determined to be the primary beneficiary of the variable interest entity. As of December 31, 2005, the Company was not the primary beneficiary of any variable interest entity in which it did not own a majority of the outstanding voting stock.

Use of Estimates

      The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We evaluate these estimates and judgments on an ongoing basis and base our estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that we believe are reasonable under the circumstances. Significant items subject to such estimates and assumptions include the carrying amount of property, equipment and leasehold improvements, intangibles, asset retirement obligations and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; environmental liabilities; and valuation of derivative instruments. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from the estimates and assumptions used in the financial statements and related notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash Equivalents

      The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents at December 31, 2005 and December 31, 2004 is $87 million of commercial paper and $76.3 million of U.S. Treasury bills, respectively.

Restricted Cash

      The Company classifies all cash pledged as collateral on the outstanding senior debt as restricted in the consolidated balance sheets. At December 31, 2005 and December 31, 2004, the Company has recorded $19.4 million and $16.8 million, respectively, of cash pledged as collateral in the accompanying consolidated balance sheets. In addition, at December 31, 2005 the Company has classified $1.3 million as restricted cash in current assets relating to our airport services business and to a credit facility requirement of MAPC. At December 31, 2004, the Company classified $1.2 million as restricted cash in current assets relating to the debt of our 75% indirectly owned subsidiary, Northwind Aladdin, and to a credit facility requirement of MAPC.

Allowance for Doubtful Accounts

      The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce billed and unbilled accounts receivable to their net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates due primarily to credit policies and a lack of concentration of accounts receivable. The Company writes off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

Inventory

      Inventory consists principally of jet fuel purchased from various third-party vendors. Inventory is stated at the lower of the first-in, first-out cost or market cost.

Property, Equipment, Land and Leasehold Improvements

      Property, equipment, land and leasehold improvements are recorded at cost less accumulated depreciation. Major renewals and improvements are capitalized while maintenance and repair expenditures are expensed when incurred. We depreciate our property, equipment and leasehold improvements over their estimated useful lives. The estimated economic useful lives range according to the table below:

Buildings	9 to 40 years
Leasehold and land improvements	3 to 40 years
Machinery and equipment	1 to 40 years
Furniture and fixtures	3 to 10 years

Goodwill and Intangible Assets

      Goodwill consists of costs in excess of fair value of tangible and identifiable intangible net assets acquired in the purchase business combinations described in Note 4. Intangible assets acquired in the purchase business combinations include contractual rights, customer relationships, non-compete agreements, trade names, leasehold rights, domain names, and technology. The cost of intangible assets with determinable useful lives are amortized over their estimated useful lives ranging from 2 to 40 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Impairment of Long-lived Assets, Excluding Goodwill

      Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

Impairment of Goodwill

      Goodwill is considered impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, as determined under a two-step approach. The first step is to determine the estimated fair value of each reporting unit with goodwill. The reporting units of the Company, for purposes of the impairment test, are those components of operating segments for which discrete financial information is available and segment management regularly reviews the operating results of that component. Components are combined when determining reporting units if they have similar economic characteristics.

      The Company estimates the fair value of each reporting unit by estimating the present value of the reporting unit’s future cash flows. If the recorded net assets of the reporting unit are less than the reporting unit’s estimated fair value, then no impairment is indicated. Alternatively, if the recorded net assets of the reporting unit exceed its estimated fair value, then goodwill is assumed to be impaired and a second step is performed. In the second step, the implied fair value of goodwill is determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit from the estimated fair value of the reporting unit. If the recorded amount of goodwill exceeds this implied fair value, an impairment charge is recorded for the excess.

Debt Issuance Costs

      The Company capitalizes all direct costs incurred in connection with the issuance of debt as debt issuance costs. These costs are amortized over the contractual term of the debt instrument, which ranges from 3 to 19 years.

Derivative Instruments

      The Company accounts for derivatives and hedging activities in accordance with FASB Statement No. 133, Accounting for Derivative Instruments and Certain Hedging Activities, as amended, which requires that all derivative instruments be recorded on the balance sheet at their respective fair values.

      On the date a derivative contract is entered into, the Company designates the derivative as either a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge), a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge), a foreign-currency fair-value or cash-flow hedge (foreign currency hedge). For all hedging relationships the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed, and a description of the method of measuring ineffectiveness. This process includes linking all derivatives that are designated as fair-value, cash-flow, or foreign-currency hedges to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged asset or liability or unrecognized firm commitment of the hedged item that is attributable to the hedged risk, are recorded in earnings. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income to the extent that the derivative is effective as a hedge, until earnings are affected by the variability in cash flows of the designated hedged item. Changes in the fair value of derivatives that are highly effective as hedges and that are designated and qualify as foreign-currency hedges are recorded in either earnings or other comprehensive income, depending on whether the hedge transaction is a fair-value hedge or a cash-flow hedge. The ineffective portion of the change in fair value of a derivative instrument that qualifies as either a fair-value hedge or a cash-flow hedge is reported in earnings.

      The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is no longer designated as a hedging instrument, because it is unlikely that a forecasted transaction will occur, a hedged firm commitment no longer meets the definition of a firm commitment, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

      In all situations in which hedge accounting is discontinued, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, the Company no longer adjusts the hedged asset or liability for changes in fair value. The adjustment of the carrying amount of the hedged asset or liability is accounted for in the same manner as other components of the carrying amount of that asset or liability. When hedge accounting is discontinued because the hedged item no longer meets the definition of a firm commitment, the Company removes any asset or liability that was recorded pursuant to recognition of the firm commitment from the balance sheet, and recognizes any gain or loss in earnings. When hedge accounting is discontinued because it is probable that a forecasted transaction will not occur, the Company recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income.

Financial Instruments

      The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, subordinated debt and variable rate senior debt are carried at cost, which approximates their fair value because of either the short-term maturity, or variable or competitive interest rates assigned to these financial instruments.

Concentrations of Credit Risk

      Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions and its balances may exceed federally insured limits. The Company’s accounts receivable are mainly derived from fuel sales and services rendered under contract terms with commercial and private customers located primarily in the United States. At December 31, 2005 and December 31, 2004, there were no outstanding accounts receivable due from a single customer, which accounted for more than 10% of the total accounts receivable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Additionally, no single customer accounted for more than 10% of the Company’s revenues during the year ended December 31, 2005, and for the period April 13, 2004 through December 31, 2004.

Foreign Currency Translation

      The Company’s foreign investments and unconsolidated businesses have been translated into U.S. dollars in accordance with FASB Statement No. 52, Foreign Currency Translation. All assets and liabilities have been translated using the exchange rate in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the period. Adjustments from such translation have been reported separately as a component of other comprehensive income in stockholders’ equity.

Earnings (Loss) Per Share

      The Company calculates earnings (loss) per share in accordance with FASB Statement No. 128, Earnings Per Share. Accordingly, basic earnings (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock options (using the treasury stock method); common equivalent shares are excluded from the calculation if their effect is anti-dilutive.

      Basic and diluted earnings (loss) per share was computed on a weighted average basis for the year ended December 31, 2005 and for the period April 13, 2004 (inception) through December 31, 2004. The basic weighted average computation of 26,919,608 shares of trust stock outstanding for 2005 was computed based on 26,610,100 shares outstanding from January 1, 2005 through April 18, 2005, 27,043,101 shares outstanding from April 19, 2005 through May 24, 2005 and 27,050,745 shares outstanding from May 25, 2005 through December 31, 2005. The diluted weighted average computation of 26,929,219 shares of trust stock outstanding for 2005 was computed by assuming that all of the stock grants provided to the independent directors on May 25, 2005 had been converted to shares on that date. The basic weighted average computation of 1,011,887 shares of trust stock outstanding for 2004 was computed based on 100 shares outstanding from April 13, 2004 through December 21, 2004 and 26,610,100 shares outstanding from December 22, 2004 through December 31, 2004. The stock grants provided to the independent directors on December 21, 2004 were anti-dilutive in 2004 due to the Company’s net loss for that period.

Comprehensive Income (Loss)

      The Company follows the requirements of FASB Statement No. 130, Reporting Comprehensive Income, for the reporting and presentation of comprehensive income (loss) and its components. FASB Statement No. 130 requires unrealized gains or losses on the Company’s available for sale securities, foreign currency translation adjustments and change in fair value of derivatives to be included in other comprehensive income (loss).

Advertising

      Advertising costs are expensed as incurred. Costs associated with direct response advertising programs may be prepaid and will be expensed once the printed materials are distributed to the public.

Revenue Recognition

      In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed and determinable, and collectibility is probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Airport Services Business

      Revenue on fuel sales is recognized when the fuel has been delivered to the customer, collection of the resulting receivable is probable, persuasive evidence of an arrangement exists, and the fee is fixed or determinable. Fuel sales are recorded net of volume discounts and rebates.

      Service revenues include certain fueling fees. The Company receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with Emerging Issues Task Force, or EITF, Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue from these transactions is recorded based on the service fee earned and does not include the cost of the carriers’ fuel.

      Other FBO revenues consist principally of de-icing services, landing and fuel distribution fees as well as rental income for hangar and terminal use. Other FBO revenues are recognized as the services are rendered to the customer.

      The Company also enters into management contracts to operate regional airports or aviation-related facilities. Management fees are recognized pro rata over the service period based on negotiated contractual terms. All costs incurred to perform under contracts are reimbursed entirely by the customer and are generally invoiced with the related management fee. As the Company is acting as an agent in these contracts, the amount invoiced is recorded as revenue net of the reimbursable costs.

Airport Parking Business

      Parking lot revenue is recorded as services are performed, net of appropriate allowances and local taxes. For customer vehicles remaining at our facilities at year end, revenues for services performed are recorded in other current assets in the accompanying consolidated balance sheet based upon the value of unpaid parking revenues for customer vehicles.

      The Company offers various membership programs for which customers pay an annual membership fee. The Company accounts for membership fee revenue on a “deferral basis” whereby membership fee revenue is recognized ratably over the one-year life of the membership. In addition, the Company also sells prepaid parking vouchers which can be redeemed for future parking services. These sales of prepaid vouchers are recorded as “deferred revenue” and recognized as parking revenue when redeemed. Unearned membership revenue and prepaid vouchers are included in deferred revenue (other current liability) in the accompanying consolidated balance sheet.

District Energy Business

      Revenues from cooling capacity and consumption are recognized at the time of performance of service. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected service period on a straight-line basis.

Income Taxes

      MIC Inc., which is the holding company of the wholly owned U.S. businesses, files a consolidated U.S. federal income tax return. As a consequence, all of its direct and indirect U.S. subsidiaries will pay no U.S. federal income taxes, and all tax obligations will be incurred by MIC Inc. based on the consolidated U.S. federal income tax position of the U.S. businesses after taking into account deductions for management fees and corporate overhead expenses allocated to MIC Inc.

      The Company uses the liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      We do not expect that the U.S. holding companies of our interests in the toll road business, MCG or SEW will pay any U.S. federal income taxes, as each of these entities has elected to be disregarded as an entity separate from the Company for U.S. federal income tax purposes.

Reclassifications

      Certain reclassifications were made to the financial statements for the prior period to conform to current year presentation.

Recently Issued Accounting Standards

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements, and provides guidance on the accounting for and reporting of accounting changes and error corrections. SFAS No. 154 applies to all voluntary changes in accounting principle and requires retrospective application (a term defined by the statement) to prior periods’ financial statements, unless it is impracticable to determine the effect of a change. It also applies to changes required by an accounting pronouncement that does not include specific transition provisions. In addition, SFAS No. 154 redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. The statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company will adopt SFAS No. 154 beginning January 1, 2006.

      In March 2005, the FASB issued Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS 143, or the Interpretation. FIN 47 clarifies the manner in which uncertainties concerning the timing and the method of settlement of an asset retirement obligation should be accounted for. In addition, the Interpretation clarifies the circumstances under which fair value of an asset retirement obligation is considered subject to reasonable estimation. The Interpretation is effective no later than the end of fiscal years ending after December 15, 2005. The Company adopted this statement during the year. The Company evaluated the impact of applying FIN 47 and concluded that there is no impact on the financial statements.

      In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company adopted this Statement as of April 1, 2005.

      In December 2004, the FASB issued Statement No. 151, Inventory Costs, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Under this Statement, such items will be recognized as current-period charges. In addition, the Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This Statement will be effective for the Company for inventory costs incurred on or after January 1, 2006.

      In December 2004, the FASB issued Statement No. 153, Exchanges of Non-Monetary Assets, which eliminates an exception in APB 29 for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. This Statement will be effective for the Company for nonmonetary asset exchanges occurring on or after January 1, 2006.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Earnings Per Share

      Following is a reconciliation of the basic and diluted number of shares used in computing earnings (loss) per share:

			Period from
	Year Ended		April 13, 2004
	December 31,		(inception) to
	2005		December 31, 2004
Weighted average number of shares of trust stock outstanding: basic		26,919,608		1,011,887
Dilutive effect of restricted stock unit grants		9,611		—
Weighted average number of shares of trust stock outstanding: diluted		26,929,219		1,011,887

      The effect of potentially dilutive shares for the year ended December 31, 2005 is calculated by assuming that the restricted stock unit grants issued to our independent directors on May 25, 2005, which vest in 2006, had been fully converted to shares on that date. The effect of potentially dilutive shares for the period from April 13, 2004 through December 31, 2004 is calculated by assuming that the restricted stock unit grants issued to our independent directors on December 21, 2004, which vested in 2005, had been fully converted to shares on that date. The stock grants provided to our independent directors on December 21, 2004 were anti-dilutive in 2004 due to the Company’s net loss for the period.

4. Acquisition of Consolidated Businesses

      We used the proceeds from our initial public offering, or IPO, to acquire our initial consolidated businesses for cash from the Macquarie Group or from infrastructure investment vehicles managed by the Macquarie Group during the period ended December 31, 2004. Acquisitions during the year ended December 31, 2005 were funded by the remaining IPO proceeds and additional debt.

      The businesses described below have been accounted for under the purchase method of accounting. The initial purchase price allocation may be adjusted within one year of the purchase date for changes in estimates of the fair value of assets acquired and liabilities assumed.

Acquisition of NACH

      On December 22, 2004, our wholly owned subsidiary, MIC Inc., acquired 100% of the ordinary shares in NACH for a total of $118.2 million (including transaction costs), plus $130 million of assumed senior debt from Macquarie Investment Holdings Inc., or MIHI, a wholly owned indirect subsidiary of Macquarie Bank Limited. Included in the purchase price was a fee paid to the Macquarie Group of approximately $7.4 million, representing capital charges. These charges are defined as the required return on equity by the Macquarie Group for the period from July 29, 2004 through the acquisition date.

      On July 29, 2004, NACH acquired 100% of the shares of Executive Air Support, Inc., or EAS, for approximately $223 million. Prior to December 22, 2004, NACH paid fees to the Macquarie Group of approximately $10.3 million for advisory and debt arranging services, and services in connection with hedging and equity underwriting facilities provided in connection with the acquisition of EAS. In addition, NACH paid interest and letter of credit fees of $1.6 million to the Macquarie Group in relation to a bridge loan facility utilized to fund a portion of the acquisition of EAS until permanent debt financing was established.

      The acquisition has been accounted for under the purchase method of accounting. The results of operations of NACH are included in the accompanying consolidated financial statements since Decem-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ber 22, 2004. The acquisition of NACH resulted in the company assuming the existing income tax bases of the predecessor. In accordance with FASB Statement No. 141, Business Combinations, a deferred tax liability was recorded to reflect the increase in the financial accounting bases of the assets acquired over the carryover income tax basis.

      The initial allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	11,877
Property, equipment, land and leasehold improvements			44,987
Intangible assets:
	Customer relationships		3,596
	Airport contract rights		130,833
	Trade name		6,801
	Technology		460
	Non-compete agreements		3,735
Goodwill			108,740
Other			9,025
Total assets acquired			320,054
Current liabilities			10,592
Long-term liabilities assumed			131,426
Deferred income taxes			59,826
Net assets acquired		$	118,210

      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The airport contract rights are being amortized on a straight-line basis over their useful lives ranging from 20 to 40 years. The weighted average amortization period of the contractual agreements is approximately 38.8 years. The Company expects that goodwill recorded will not be deductible for income tax purposes.

      The Company allocated $3.6 million of the purchase price to customer relationships in accordance with EITF 02-17, Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination. The Company will amortize the amount allocated to customer relationships over a five-year period.

      During 2005, the Company recorded adjustments to the initial purchase price allocation due to changes in preliminary estimates of the fair value of assets acquired and liabilities assumed. These adjustments consisted of a $174,000 increase in current liabilities and a $7.7 million decrease in deferred income taxes. The adjustments were recorded as a reduction to goodwill of $7.5 million.

Acquisition of MANA

      On December 22, 2004, MIC Inc. acquired 100% of the ordinary shares of MANA, the holding company for AvPorts, for $30.4 million (including transaction costs), from Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds A and C, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds B and D, or GIF, an investment vehicle managed by the Macquarie Group. Long-term

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bank debt of $36 million was also assumed in the transaction. In addition, MIC Inc. acquired the subordinated debt and accrued interest of MANA, at par from GIF, for $12.2 million. This amount was eliminated in the consolidated balance sheet at December 31, 2004, and replaced with a capital contribution during 2005.

      The MANA and the NACH acquisitions enabled the Company to enter the aviation services market as an established competitor with an existing customer base and corporate infrastructure. The acquisition has been accounted for under the purchase method of accounting. The results of operations of MANA are included in the accompanying consolidated financial statements since December 22, 2004. The acquisition of MANA resulted in the Company assuming the existing income tax basis of the predecessor. In accordance with FASB Statement No. 141, a deferred tax liability was recorded to reflect the increase in the financial accounting bases of the assets acquired over the carryover income tax basis.

      The initial allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets	$	10,138
Property, equipment, land and leasehold improvements		20,412
Intangible assets:
Airport contract rights		49,654
Goodwill		10,200
Other		1,377
Total assets acquired		91,781
Current liabilities		16,450
Long-term liabilities assumed		36,871
Deferred income taxes		8,046
Net assets acquired	$	30,414

      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The airport contract rights are being amortized on a straight-line basis over their useful lives ranging from 10 to 40 years. The weighted average amortization period of the contractual agreements is approximately 30.9 years. The Company expects that goodwill recorded will not be deductible for income tax purposes.

      During 2005, the Company recorded adjustments to the initial purchase price allocation due to changes in preliminary estimates of the fair value of assets acquired and liabilities assumed. These adjustments consisted of a $47,000 decrease in current assets and a $535,000 decrease in deferred income taxes. The adjustments were recorded as a reduction to goodwill of $488,000.

Acquisition of MAPC

      On December 23, 2004, MIC Inc. acquired 100% of the ordinary shares of MAPC for $33.8 million. MAPC concurrently acquired 100% of the capital stock of Seacoast Holdings (PCAA), Inc. and 35.3% of the membership interests of PCAA Parent, LLC for a total purchase price of $30 million. The Company funded the acquisition of Seacoast Holdings (PCAA) Inc. and the membership interests of PCAA Parent LLC with a shareholder loan to MAPC. This loan eliminates upon consolidation. The total purchase price paid by the Company was $63.8 million. Included in the minority interest payment was consideration paid

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of approximately $1 million to Macquarie Securities (USA) Inc, or MSUSA, a wholly owned indirect subsidiary of Macquarie Bank Limited, to acquire 1.4% of PCAA Parent, LLC. The acquisition has been accounted for under the purchase method of accounting. The results of operations of MAPC are included in the accompanying consolidated financial statements since December 23, 2004. The acquisition of MAPC resulted in the Company assuming the existing income tax basis of the predecessor. In accordance with FASB Statement No. 141, a deferred tax liability was recorded to reflect the increase in the financial accounting bases of the assets acquired over the carryover income tax basis.

      The initial allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	4,351
Property, equipment, land and leasehold improvements			67,073
Intangible assets:
	Customer relationships		6,404
	Trade name		21,758
	Leasehold rights		3,528
	Non-compete agreements		2,331
	Domain names		7,987
Goodwill			83,573
Other			7,528
Total assets acquired			204,533
Current liabilities			35,745
Long-term liabilities assumed			131,949
Minority interests			3,006
Net assets acquired		$	33,833

      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The Company expects that goodwill recorded will not be deductible for income tax purposes.

      The Company allocated $6.4 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over an eight-year period.

      During 2005, the Company recorded adjustments to the initial purchase price allocation due to changes in preliminary estimates of the fair value of assets acquired and liabilities assumed, consisting of a $404,000 decrease in property, equipment, land and leasehold improvements, a $2.9 million decrease in trade name intangible assets and a $249,000 decrease in leasehold rights intangible assets. The adjustments were recorded as an increase of goodwill of $3.6 million.

Acquisition of MDEH

      On December 22, 2004, MIC Inc. acquired 100% of the membership interests in MDEH for $67 million (including transaction costs) from MIHI. Included in the purchase price was a fee paid to the Macquarie Group of approximately $4.7 million, representing capital charges. These charges are defined as the

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required return on equity by the Macquarie Group for the period from June 30, 2004 through the acquisition date.

      Prior to our acquisition, on June 30, 2004, Macquarie District Energy Inc., or MDE, a wholly owned subsidiary of MDEH, acquired 100% of the shares in Thermal Chicago Corporation, the holding company for the Thermal Chicago business, from Exelon Thermal Holdings, Inc., a subsidiary of Exelon Corporation, for $135 million plus working capital adjustments of $2.7 million, with no assumption of debt. In addition, on September 29, 2004, MDE acquired 100% of the shares in ETT Nevada, Inc., the owner of a 75% interest in Northwind Aladdin and all of Northwind Aladdin’s senior debt (which had an outstanding principal balance of $19.3 million as at June 30, 2004) from Exelon Thermal Holdings, Inc. for $26.1 million plus working capital adjustments of $2 million. MDE paid fees of approximately $6.6 million to the Macquarie Group for advisory and debt arranging services and equity underwriting facilities provided in connection with the acquisitions. MDE also paid interest and letter of credit fees of $887,000 to the Macquarie Group in relation to a bridge loan facility utilized to fund a portion of the acquisition of Thermal Chicago until permanent debt financing was established. On September 29, 2004, MDE borrowed $120 million through the issuance of senior secured notes in a private placement.

      Prior to MDE’s issuance of senior secured notes in a private placement, MDEH entered into an interest rate swap transaction with the Macquarie Group with a notional principal amount of $47.5 million to hedge against increases in long-term interest rates. This hedge was terminated in September 2004 upon issuance of the notes. Both the execution and termination of the swap occurred at market rates. Due to downward movements in market interest rates, MDEH was required to pay the Macquarie Group $2.2 million to terminate the swap.

      The acquisition has been accounted for under the purchase method of accounting. The results of operations of MDEH are included in the accompanying consolidated financial statements since December 22, 2004. The acquisition of MDEH resulted in the Company assuming the existing income tax basis of the predecessor. In accordance with FASB Statement No. 141, a deferred tax liability was recorded to reflect the increase in the financial accounting bases of the assets acquired over the carryover income tax basis.

      The initial allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	17,543
Property, equipment, land and leasehold improvements			151,750
Intangible assets:
	Customer relationships		14,490
	Leasehold rights		3,230
Goodwill			16,094
Other			52,966
Total assets acquired			256,073
Current liabilities			4,842
Long-term liabilities assumed			122,693
Deferred income taxes			56,029
Minority interest			5,493
Net assets acquired		$	67,016

      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net

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assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The Company expects that goodwill recorded will not be deductible for income tax purposes.

      The Company allocated $14.5 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a weighted average 12.8-year period.

      During 2005, the Company recorded adjustments to the initial purchase price allocation due to changes in preliminary estimates of the fair value of assets acquired and liabilities assumed, consisting of a $694,000 increase in current assets, a $46,000 decrease in property, equipment, land and leasehold improvements, a $43,000 decrease in long-term liabilities and a $3.2 million increase in deferred income taxes. The adjustments were recorded as an increase of goodwill of $2.5 million.

Acquisition of GAH

      On January 14, 2005, NACH acquired all of the membership interests in GAH, which, through its subsidiaries, operates two FBOs in California, for $50.3 million (including transaction costs and working capital adjustments). This acquisition strengthened the Company’s presence in the airport services market. The acquisition was paid for in cash through additional long-term debt borrowings of $32 million under NACH’s then existing debt facility (prior to the refinancing discussed in Note 12), with the remainder funded by proceeds from the IPO.

      NACH paid fees to the Macquarie Group for advisory services of $1.1 million, debt arranging services of $160,000, equity and debt underwriting services of $913,000 provided in connection with the acquisition and reimbursed the Macquarie Group for nominal expenses. The advisory fees have been capitalized and are included as part of the purchase price of the acquisition. The debt arranging fees were deferred and amortized over the life of the relevant debt facility, and were expensed during 2005 due to the refinancing. The equity and debt underwriting fees have been expensed.

      The acquisition has been accounted for under the purchase method of accounting. The results of operations of GAH are included in the accompanying consolidated statement of operations since January 15, 2005.

      The allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	1,820
Property, equipment, and leasehold improvements			12,680
Intangible assets:
	Customer relationships		1,100
	Airport contract rights		18,800
	Non-compete agreements		1,100
Goodwill			15,686
Total assets acquired			51,186
Current liabilities			882
Net assets acquired		$	50,304

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      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The airport contract rights are being amortized on a straight-line basis over their estimated useful lives ranging from 20 to 30 years. The Company expects that goodwill will be deductible for income tax purposes.

      The Company allocated $1.1 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a nine-year period.

Acquisition of EAR

      On August 12, 2005, Macquarie FBO Holdings LLC, a wholly owned subsidiary of MIC Inc., acquired all of the membership interests in EAR, a Nevada limited liability company doing business as Las Vegas Executive Air Terminal, for $59.8 million (including transaction costs and working capital adjustments). This acquisition strengthened the Company’s presence in the airport services market. The acquisition was paid for in cash, funded by proceeds from the IPO.

      Macquarie FBO Holdings LLC paid fees to the Macquarie Group for advisory services of $1 million, plus nominal expenses, in connection with the acquisition. The advisory fees have been capitalized and are included as part of the purchase price of the acquisition.

      The acquisition has been accounted for under the purchase method of accounting. The results of operations of EAR are included in the accompanying consolidated statement of operations since August 13, 2005.

      The allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	2,264
Property, equipment, and leasehold improvements			17,259
Intangible assets:
	Airport contract rights		38,286
Goodwill			3,905
Total assets acquired			61,714
Current liabilities			1,934
Net assets acquired		$	59,780

      The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The airport contract rights are being amortized on a straight-line basis over an estimated useful life of 20 years.

Acquisition of SunPark and Other Parking Facilities

      On October 3, 2005, the Company, through a majority-owned subsidiary, completed the acquisition of real property and personal and intangible assets related to six off-airport parking facilities, collectively referred to as “SunPark”.

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      The total cash purchase price for SunPark was $66.9 million (including transaction costs and working capital adjustments).

      The acquisition has been accounted for under the purchase method of accounting. The results of operations of SunPark are included in the accompanying consolidated statement of operations since October 4, 2005.

      The allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets		$	93
Property, equipment, and leasehold improvements			18,859
Intangible assets:
	Customer relationships		1,020
	Trade name		500
	Leasehold rights		1,750
	Domain names		320
Goodwill			44,396
Total assets acquired			66,938
Current liabilities			60
Net assets acquired		$	66,878

      The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business.

      Additionally, the Company acquired a combination of real property, personal property and intangible assets during 2005 at four parking facilities for a total purchase price of approximately $9.4 million, including transaction costs.

      The SunPark acquisition and the other parking facility transactions above were financed with $58.8 million of new, non-recourse debt and $2.3 million of assumed debt, with the remainder paid in cash.

      The minority shareholders did not contribute their full pro rata share of capital related to these transactions. As a result, the Company’s ownership interest in the off-airport parking business increased from 87.1% to 87.95%.

      The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2005 as if acquisitions of consolidated businesses had been completed as of January 1, 2005. The pro forma data gives effect to actual operating results prior to the acquisitions and adjustments to interest expense, amortization, depreciation and income taxes. No effect has been given to cost reductions or operating synergies in this presentation. These pro forma amounts do not purport to be indicative of the results that would have actually been achieved if the acquisitions had occurred as of the beginning of the periods presented or that may be achieved in the future. The pro forma information shown below only includes the acquisitions of EAR and SunPark. The pro forma impact of GAH, which was acquired on January 14, 2005, and the airport parking facility transactions have not been included as they are not significant to the consolidated pro forma results.

      Pro forma consolidated revenues and net income for the year ended December 31, 2005, if the acquisitions of EAR and SunPark had occurred on January 1, 2005, would have been $338.5 million and $16.7 million, respectively. Basic and diluted earnings per share would have been $0.62. We have not

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disclosed pro forma results for the period ended December 31, 2004 since the results are not meaningful as we had only nine days of operations for our consolidated group.

5. Equity Investment in Toll Road Business

      On December 22, 2004, our wholly owned subsidiary, Macquarie Yorkshire LLC, or MY LLC, acquired 100% of Macquarie Yorkshire Limited, or MYL, for $84.7 million (including transaction costs) from Macquarie European Infrastructure plc, an entity that is a member of the Macquarie Infrastructure Group. MYL owns 50% of Connect M1-A1 Holdings Ltd., or CHL, which, in turn, owns 100% of Connect M1-A1 Limited. Connect M1-A1 Limited is the holder of the Yorkshire Link concession, a highway of approximately 19 miles located south of Wetherby, England.

      The investment in CHL has been accounted for under the equity method of accounting. In addition to the equity investment in CHL, MYL recorded a loan from Connect M1-A1 Limited with an estimated fair value of $19.4 million at December 22, 2004, loans to Connect M1-A1 Limited with an estimated fair value of $21.8 million at December 22, 2004, cash of $300,000, and restricted cash of $1.9 million at December 22, 2004. These balances were recorded to the accompanying consolidated balance sheet in 2004. The loan from Connect M1-A1 Limited, loans to Connect M1-A1 Limited, cash and restricted cash balances at December 31, 2005 were $18.2 million, $19.9 million, $113,000 and $Nil, respectively.

      For the year ended December 31, 2005, MY LLC has recorded an equity gain in investee of $3.7 million (net of $3.8 million amortization expense), net interest income of $758,000 and other income of $429,000. In addition, during the year ended December 31, 2005, MY LLC recorded an unrealized loss in foreign currency translation of $7.4 million. This unrealized loss has been recorded as an adjustment to other comprehensive income (loss). Our equity investment balance was reduced by $5.5 million in cash distributions received during the year ended December 31, 2005.

6. Investment in MCG

      On December 22, 2004, our wholly owned subsidiary, Communications Infrastructure LLC, or CI LLC, acquired 16,517,413 shares (representing approximately 4%) of the stapled securities issued by Macquarie Infrastructure Communications Group, or MCG, for an aggregate purchase price of $70 million, in an at-the-market transaction, from Macquarie Investments Australia Pty Limited, a member of the Macquarie Group.

      MCG is a public investment vehicle managed by an affiliate of the Macquarie Group. MCG’s sole investment at December 31, 2004 was its 100% ownership of Broadcast Australia Pty Limited, which operates approximately 600 transmission tower sites in Australia. In January 2005, MCG completed its purchase of a 54% interest in Arqiva, which operates approximately 3,000 transmission towers in the United Kingdom.

      CI LLC’s investment in MCG has been recorded as securities available for sale in the accompanying consolidated balance sheet. The fair value of the MCG investment was $68.9 million and $71.3 million at December 31, 2005 and December 31, 2004, respectively. During the year ended December 31, 2005, CI LLC recorded an unrealized loss in foreign currency translation of $4.5 million, offset in part by an unrealized gain in the investment of $2.1 million. This net loss has been recorded as an adjustment to other comprehensive income (loss) in 2005. During the period December 22, 2004 (our acquisition date) through December 31, 2004, CI LLC recorded an unrealized gain in foreign currency translation of $1.5 million, offset in part by an unrealized loss in the investment of $237,000. This net gain was recorded as an adjustment to other comprehensive income (loss) in 2004.

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      For the year ended December 31, 2005 and the period December 22, 2004 (our acquisition date) through December 31, 2004, CI LLC recognized AUD $5.6 million (USD $4.2 million) and AUD $2.2 million (USD $1.7 million), respectively, in dividend income from its investment in MCG.

7. Investment in SEW

      On December 22, 2004, our wholly owned subsidiary, South East Water LLC, or SEW LLC, subscribed for 17.5% of the ordinary shares and preferred equity certificates, or PECs, of Macquarie Luxembourg Water SarL, or Macquarie Luxembourg, for approximately $39.6 million from Macquarie Luxembourg. Macquarie Luxembourg used the proceeds of the subscription to acquire 9,712,500 shares in Macquarie Water (U.K.) Limited, or Macquarie Water. Macquarie Water is the indirect holding company for South East Water, or SEW.

      SEW is a regulated utility located in southeastern England that is the sole provider of water to approximately 600,000 households and industrial customers. This investment has been recorded as a noncurrent investment to the accompanying consolidated balance sheet and is accounted for under the cost method of accounting. During the year ended December 31, 2005, and the period December 22, 2004 (our acquisition date) through December 31, 2004, SEW LLC recorded an unrealized loss in foreign currency translation of $4.1 million and $215,000, respectively, on this investment which was recorded as an adjustment to other comprehensive income (loss).

      For the year ended December 31, 2005, SEW LLC recognized £4.6 million (USD $8.2 million) of dividend income from its investment in SEW. SEW LLC also recognized $390,000 in other income during the year ended December 31, 2005. No dividends were recognized by SEW LLC in 2004.

8. Direct Financing Lease Transactions

      The Company has entered into energy service agreements containing provisions to lease equipment to customers. Under these agreements, title to the leased equipment will transfer to the customer at the end of the lease terms, which range from 5 to 25 years. The lease agreements are accounted for as direct financing leases. The components of the Company’s consolidated net investments in direct financing leases at December 31, 2005 and December 31, 2004 are as follows (in thousands):

	December 31,			December 31,
	2005			2004
Minimum lease payments receivable	$	90,879		$	98,039
Less: Unearned financing lease income		(44,851	)		(50,333	)
Net investment in direct financing leases	$	46,028		$	47,706
Equipment leases:
Current portion	$	2,482		$	2,311
Long-term portion		43,546			45,395
	$	46,028		$	47,706

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      Unearned financing lease income is recognized over the terms of the leases. Minimum lease payments to be received by the Company total approximately $90.9 million as follows (in thousands):

2006	$	6,933
2007		6,904
2008		6,887
2009		6,881
2010		6,874
Thereafter		56,400
Total	$	90,879

9. Property, Equipment, Land and Leasehold Improvements

      Property, equipment, land and leasehold improvements at December 31, 2005 and December 31, 2004 consist of the following (in thousands):

	December 31,			December 31,
	2005			2004
Land	$	62,520		$	47,017
Easements		5,624			5,624
Buildings		32,866			30,337
Leasehold and land improvements		108,726			61,187
Machinery and equipment		132,196			125,679
Furniture and fixtures		1,920			1,247
Construction in progress		3,486			12,178
Property held for future use		1,196			1,317
Other		764			528
		349,298			285,114
Less: Accumulated depreciation		(14,179	)		(370	)
Property, equipment, land and leasehold improvements, net	$	335,119		$	284,744

      During the year ended December 31, 2005, our operations at three FBO sites were impacted by Hurricane Katrina. The Company recognized losses in the value of property, equipment and leasehold improvements, but expects to recover these losses under existing insurance policies. The write-down in property, equipment and leasehold improvements, and the corresponding insurance receivable, were not significant.

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10. Intangible Assets

      Intangible assets at December 31, 2005 and December 31, 2004 consist of the following (in thousands):

	Weighted Average			December 31,			December 31,
	Life (Years)			2005			2004
Contractual arrangements		32.0		$	237,572		$	180,491
Non-compete agreements		2.8			4,835			6,066
Customer relationships		9.8			26,640			24,490
Leasehold rights		13.3			8,259			6,758
Trade names		Indefinite	(1)		26,175			28,559
Domain names		Indefinite	(1)		8,307			7,987
Technology		5.0			460			460
					312,248			254,811
Less: Accumulated amortization					(12,761	)		(281	)
Intangible assets, net				$	299,487		$	254,530

(1)  Trade names of $500,000 and domain names of $320,000 are being amortized over a period of 1.5 years and 4 years, respectively.

      Aggregate amortization expense of intangible assets for the year ended December 31, 2005 totaled $14.8 million.

      The estimated amortization expense for intangible assets to be recognized for the years ending December 31 is as follows (in thousands): 2006 — $12,542; 2007 — $11,731; 2008 — $10,409; 2009 — $10,387; 2010 — $9,788; and thereafter  — $210,971.

11. Accrued Expenses

      Accrued expenses at December 31, 2005 and December 31, 2004 consist of the following (in thousands):

	December 31,		December 31,
	2005		2004
Payroll and related liabilities	$	3,794	$	3,638
Interest		1,082		1,159
Insurance		1,909		1,171
Real estate taxes		2,484		2,215
Other		4,725		3,797
	$	13,994	$	11,980

12. Long-term Debt

      The Company capitalizes its operating businesses separately using non-recourse, project finance style debt. The Company currently has no indebtedness at the MIC LLC, Trust or MIC Inc. level.

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      At December 31, 2005 and December 31, 2004, our consolidated long-term debt consists of the following (in thousands):

	December 31,		December 31,
	2005		2004
MDE senior notes	$	120,000	$	120,000	(a)
NACH class A notes		—		23,500	(b)
NACH class B notes		—		105,000	(b)
MANA senior debt		—		36,000	(b)
Airport services debt		300,000		—	(b)
MAPC loan payable		125,448		126,000	(c)
MAPC loan payable		4,574		4,668	(c)
PCAA SP loan payable		58,740		—	(c)
Priority loan payable		2,232		—	(c)
		610,994		415,168
Less current portion		146		94
Long-term portion	$	610,848	$	415,074

      At December 31, 2005, future maturities of long-term debt are as follows (in thousands):

2006	$	146
2007(1)		129,202
2008		64,902
2009		10,844
2010		304,800
Thereafter		101,100
	$	610,994

(1)  Includes $126 million of MAPC loan facility which is due to be repaid in October 2006. MAPC intends to exercise a one-year renewal option under the loan. The conditions which must be met in order for MAPC to exercise this renewal option are discussed below in paragraph (c).

(a) MDEH

      The acquisition of Thermal Chicago Corporation by MDE on June 30, 2004 was partially financed with a $75 million bridge loan facility provided by the Macquarie Group. On September 29, 2004, MDE borrowed $120 million under a series of senior secured notes, or MDE Senior Notes, with various financial institutions. The proceeds of the MDE Senior Notes were used to repay the previously outstanding bridge facility, finance the acquisition by MDE of Northwind Aladdin and pay certain transaction costs associated with these transactions.

      The MDE Senior Notes consist of two notes payable:

      1) $100 million, with fixed interest at 6.82%.

      2) $20 million, with fixed interest at 6.40%.

      The MDE Senior Notes are secured by all the assets of MDE and its subsidiaries, excluding the assets of Northwind Aladdin. MDE has further reserved $4.1 million to support its debt services, which is included in restricted cash in the accompanying consolidated balance sheet. The MDE Senior Notes are due in

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2023, with principal repayments of the MDE Senior Notes starting in the quarter ending December 31, 2007.

      In addition, MDE entered into a $20 million three-year revolving credit facility with a financial institution that may be used to fund capital expenditures, working capital or to provide letters of credit. As of December 31, 2005, MDE has issued three separate letters of credit totaling $7.2 million against this facility in the favor of the City of Chicago, and has drawn $850,000 for ongoing working capital.

      Debt arranging fees of $600,000 were paid to MSUSA, a related party, by MDE prior to our acquisition of MDEH, and are included in deferred financing costs on the accompanying consolidated balance sheet. These costs are amortized over the life of the long-term debt.

(b) Airport Services

NACH

      The acquisition of EAS by NACH on July 29, 2004 was partially financed with a $130 million bridge loan facility provided by the Macquarie Group. On October 21, 2004, NACH refinanced its bridge loan facility by borrowing $130 million under a new credit facility, or Term Facility, originally set to mature on October 21, 2011.

      The Term Facility originally consisted of two tranches:

      1) Tranche A — $25 million at LIBOR plus 2.25%.

      2) Tranche B — $105 million at LIBOR plus 3.00%.

      Principal repayments with respect to Tranche A were to commence in 2007. However, an early repayment of $1.5 million was made on December 31, 2004. Tranche B was payable at maturity. A syndicate of three banks, including Macquarie Bank Limited, granted the Term Facility. Under the terms of the Term Facility, 100% of available cash flows of NACH and its subsidiaries had to be applied to the repayment of the Term Facility during the last two years of the debt. The Term Facility was secured by all of the assets and stock of NACH and its subsidiaries and was non-recourse to the Company and its other subsidiaries. NACH also provided a six-month debt service reserve of $3.9 million as security. This reserve was included in restricted cash on our accompanying consolidated balance sheet at December 31, 2004.

      In addition to the Term Facility, NACH had entered into a $3 million, two-year revolving credit facility with a bank that could be used to fund working capital requirements or to provide letters of credit. This facility ranked equally with the Term Facility. Prior to the refinancing discussed below, $700,000 of this facility had been utilized to provide letters of credit pursuant to certain FBO leases.

      Macquarie Bank Limited provided $52 million of the original Term Facility, of which $600,000 was repaid early on December 31, 2004. Financing costs of $520,000 were paid by NACH in October 2004 to Macquarie Bank Limited. In addition, debt arranging fees of $650,000 were paid to MSUSA, a member of the Macquarie Group, prior to our acquisition of NACH. These financing costs and debt arranging fees are included in deferred financing costs on the accompanying consolidated balance sheet at December 31, 2004. The deferred financing costs were being amortized over the life of the long-term debt. Due to the refinancing in December 2005, the unamortized balance of these fees paid to related parties of $998,000 was expensed within interest expense in the accompanying consolidated statement of operations.

      On January 14, 2005, NACH borrowed an additional $32 million from its original Term Facility to partly fund its acquisition of GAH. Financing costs of $244,000 were paid by NACH in January 2005 to Macquarie Bank Limited in relation to these additional borrowings. Debt arranging fees of $160,000 were also paid in January 2005 to MSUSA. These costs were included in deferred financing costs prior to the refinancing, and were being amortized over the life of the long-term debt. Due to the refinancing in

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December 2005, the unamortized balance of these fees paid to related parties of $352,000 was expensed within interest expense in the accompanying consolidated statement of operations.

      On June 30, 2005, Macquarie Bank Limited sold down $26 million of their loan to NACH to other banks and, as a result, Macquarie Bank Limited’s term loan to NACH (immediately prior to the refinancing) was $25.4 million.

      Interest paid by NACH on Macquarie Bank Limited’s portion of the term loan for the period January 1, 2005 through to December 13, 2005 (prior to the refinancing) was $2.2 million and has been included in interest expense in the accompanying consolidated statement of operations for the year ended December 31, 2005.

MANA

      The acquisition of MANA by the Company included the assumption of a $36 million senior debt facility that was issued to a European bank. The debt accrued interest at either the Eurodollar rate or at the Company’s option, the 30, 60 or 180-day LIBOR plus a margin of 1.875%, increasing to a margin of 2.25% in November 2005. Interest-only payments were to be made quarterly with the principal balance due in full in November 2007. Borrowings under the debt facility were secured by all assets as well as pledged stock of MANA and its subsidiaries. A debt service reserve of $1.3 million was included in restricted cash on our accompanying consolidated balance sheet at December 31, 2004. This debt was repaid on December 12, 2005 as part of the airport services refinancing.

Airport Services Refinancing

      On December 12, 2005, NACH entered into a loan agreement providing for $300 million of term loan borrowing and a $5 million revolving credit facility. On December 14, 2005, NACH drew down $300 million in term loans and repaid the existing NACH and MANA term loans of $198.6 million (including accrued interest and fees), increased the new debt service reserve by $3.4 million to $9.3 million and paid $6.4 million in fees in expenses. The remaining amount of the draw down was distributed to MIC Inc. NACH also utilized $2 million of the revolving credit facility to issue letters of credit.

      The obligations under the credit agreements are secured by the assets of NACH, as well as the equity interests of NACH and its subsidiaries. The term of the loan is 5 years, and the interest rate is LIBOR plus 1.75% for years 1 through 3 and LIBOR plus 2% for years 4 and 5.

      To hedge the interest commitments under the new term loan, NACH’s existing interest rate swaps were novated and, in addition, new swaps were entered into, fixing 100% of the term loan at the following average rates (not including interest margins of 1.75% and 2% as discussed above):

			Average
Start Date	End Date		Rate
December 14, 2005		September 28, 2007		4.27%
September 28, 2007		November 7, 2007		4.73%
November 7, 2007		October 21, 2009		4.85%
October 21, 2009		December 14, 2010		4.98%

      Macquarie Bank Limited is participating as a lender to NACH in the new loan and has provided $60 million of the term loan, for which it received underwriting fees of $600,000. This underwriting fee is included in deferred financing costs in the accompanying consolidated balance sheet at December 31, 2005, and is being amortized over the life of the long-term debt. Macquarie Bank Limited is also providing approximately one third of the interest rate swaps and made a payment to NACH of $35,000 for the period

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December 14, 2005 through December 31, 2005, which has been included in interest expense in the accompanying consolidated statement of operations.

      MSUSA acted as financial advisor in connection with this transaction for which it received $2 million in advisory fees plus reimbursement for nominal expenses. These fees are included in deferred financing costs in the accompanying consolidated balance sheet at December 31, 2005, and are being amortized over the life of the long-term debt.

      Interest paid by NACH on Macquarie Bank Limited’s portion of the new term loan for the period December 14, 2005 through to December 31, 2005 was $162,000 and has been included in interest expense in the accompanying consolidated statement of operations for the year ended December 31, 2005.

(c)     MAPC

      On October 1, 2003, MAPC, through its controlled subsidiaries, or PCA Group, entered into a $126 million credit facility (the “Facility”) with GMAC Commercial Mortgage Corporation. The proceeds of the Facility were used to repay previously outstanding long-term debt and fund the Avistar acquisition. The Facility is secured by all the assets of the PCA Group. In addition, guarantees of $1 million have been made by two members of MAPC. The Facility matures on October 1, 2006, but may be extended at the option of the Company for up to two additional one-year periods. MAPC intends to exercise this renewal option. To extend the Facility, the following conditions must be fulfilled:

•  written notice to be provided to the lender not more than 90 days and not less than 30 days before maturity, of the intent to extend;

•  achievement and maintenance of a debt service coverage constant ratio of 1.10:1.00 and 1.15:1.00 prior to the commencement of the first and second extension periods, respectively;

•  interest rate to be applied of not less than 4.66% in the first extension period and 4.81% in the second extension period;

•  interest rate cap to be in place such that the minimum debt service coverage ratio of 1.30:1.00 is maintained; and

•  MAPC to reimburse lender for all out-of-pocket expenses.

      Management expects that the conditions for extension of the Facility are likely to be met.

      MAPC is required to maintain reserves in relation to the Facility equal to $5.7 million at December 31, 2005, which is included in restricted cash in the accompanying consolidated balance sheet. The Facility bears interest at the floating base rate (defined as the one-month LIBOR) plus 3.44% and is payable monthly in arrears. The margin steps up to 3.54% and 3.69% on October 1, 2006 and 2007, respectively, if the facility is extended.

      The company entered into an interest rate cap agreement which effectively caps the LIBOR portion on the Facility at 4.5% for any amounts borrowed under the Facility.

      In addition, MAPC entered into a separate $4.8 million credit facility (the “O’Hare Facility”) with GMAC Commercial Mortgage Corporation for the purchase of certain property in Chicago, Illinois. The O’Hare Facility is secured by all the assets of PCAA Chicago, LLC. The O’Hare Facility matures on January 1, 2009, bears interest at 5.3% and requires a monthly payment of principal and interest in the amount of $29,000.

      The Company’s off-airport parking business acquired a facility in Philadelphia on July 1, 2005 and assumed the pre-existing debt facility. The $2.2 million credit facility, or the Priority Facility, with GMAC

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Commercial Mortgage Corporation is secured by all the assets of RCL Properties, LLC. Maturing on May 1, 2009, the Priority Facility bears interest at 5.46% and requires a monthly payment of principal and interest in the amount of $14,000.

      The Company’s off-airport parking business established a non-recourse debt facility on October 3, 2005 under a credit agreement between GMAC Commercial Mortgage Corporation and a subsidiary within the Company’s off-airport parking business to fund the acquisition of SunPark and previously leased land in Maricopa (the “SunPark debt facility”). The SunPark debt facility provided funding in the form of a term loan with a three-year term and two additional one-year extensions at the borrower’s option subject to meeting certain covenants. Amounts outstanding under the facility bear interest at the rate of 2.75% over LIBOR per annum during the first three years, increasing by 0.20% per annum in connection with each one-year extension. The first tranche of $48.8 million was drawn to fund the SunPark acquisition on October 3, 2005. A second tranche of $2.8 million was drawn on October 26, 2005 to fund the acquisition of the previously leased property at the Maricopa facility. The final tranche of $7.2 million was drawn down in December 2005 subsequent to execution of a long term lease contract for the property at LaGuardia Airport. The $7.2 million was used to reduce the capital contribution required to fund the SunPark acquisition. The SunPark debt facility is secured by all of the real property and other assets of SunPark, the Maricopa facility and the LaGuardia facility.

      The Company entered into an interest rate cap agreement which effectively caps the LIBOR portion of the interest rate on the SunPark debt facility at 4.48% for any amounts borrowed under the facility.

      The credit facility contains various provisions customary for credit facilities of this size and type, including representations, warranties and covenants with respect to the business. In particular, the borrower is required to maintain a net worth of $20 million and liquidity of $1 million. In addition, the borrower is required to maintain various reserves totaling $522,000, which were fully funded at closing. The agreement provides for a cash lock-up in an event of default.

      MSUSA acted as financial advisor to the Company in connection with the SunPark acquisition and debt financing for which it received a fee of $1 million plus nominal expenses.

(d) MIC Inc. Revolving Credit Facility

      On November 11, 2005, MIC Inc. entered into a $250 million revolving credit facility with four financial institutions, including Macquarie Bank Limited. MIC Inc.’s obligations under the revolving facility are guaranteed by the Company and secured by a pledge of the equity of all current and future direct subsidiaries of MIC Inc. and the Company. No amounts have been borrowed under this facility to date. The terms and conditions for the revolving facility include events of default and representations and warranties that are generally customary for a facility of this type. In addition, the revolving facility includes an event of default should the Manager or another affiliate of Macquarie Bank Limited cease to act as manager. The Company intends to use the revolving facility to fund acquisitions, capital expenditures and, to a limited extent, working capital.

      The scheduled termination date of the revolving facility is March 31, 2008. The interest rate applicable on amounts drawn under the base rate revolving facility will be the base rate plus 0.25%, the base rate comprising the higher of the Citibank New York base rate as publicly announced or 0.5% plus the Federal Funds Rate, or FFR. The FFR is the weighted average of the rates on the overnight Federal funds transactions with members of the Federal Reserve System as published by the Federal Reserve Bank of New York. If no such rate is published for any business day, the rate for that day is determined by the average of the quotations for such day on such transactions received by the revolving facility administrative agent from three Federal funds brokers of recognized standing. The interest rate applicable on amounts drawn under the Eurodollar revolving facility will be LIBOR plus 1.25%.

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      Commitment fees of 0.25% of the undrawn portion of the facility are payable quarterly in arrears.

      MSUSA provided advisory services in relation to the establishment of the revolving facility and received fees of $625,000. Macquarie Bank Limited has provided $100 million of the revolving facility on the same terms as the non-affiliated participants, for which it received $250,000 in establishment fees. The advisory fees and establishment fees have been included in deferred financing costs in the accompanying consolidated balance sheet at December 31, 2005, and are being amortized over the life of the facility. Each of the remaining three financial institutions provided $50 million of the facility.

(e) MIC Inc. Term Loan Facility

      On November 21, 2005, MIC Inc. entered into two loan agreements dated as of November 17, 2005, each providing for $80 million of term loan borrowing, $160 million in aggregate, and a $20 million revolving credit facility. MIC Inc. intends to use the $160 million in term loans to partially fund the acquisition of The Gas Company, LLC, or TGC. The agreements contemplate borrowings of the term loans by HGC Holdings, LLC, or HGC, the parent company of TGC, of $60 million and by TGC of $60 million and any amounts under the revolver facility, concurrently with MIC Inc.’s acquisition of those entities. MIC Inc. intends to utilize the $20 million revolving credit facility to finance TGC’s working capital and to finance or refinance TGC’s capital expenditures for regulated assets.

      Upon borrowing, the term loans and revolver will be obligations of the operating subsidiaries containing the business of TGC and will be non-recourse to the Company and its other businesses. The obligations under the credit agreements will be secured by security interests in the assets of TGC, as well as the equity interests of TGC and HGC. The terms and conditions for the facilities includes events of default and representations and warranties that are generally customary for facilities of this type.

      The maturity of the $60 million HGC term loan is 7 years from the date of the first drawdown on that loan. The maturity of the $60 million TGC term loan and the $20 million revolver facility is 7 years from the date of the first drawdown on the TGC term loan. Interest will be payable on the HGC term loan at LIBOR plus 0.6% for years 1 through 5 and LIBOR plus 0.7% for years 6 through 7. Interest will be payable on the TGC term loan and amounts drawn under the revolver facility at LIBOR plus 0.4% for years 1 through 5 and LIBOR plus 0.5% for years 6 through 7.

      Commitment fees of 35% of the relevant interest margin (consisting of 0.6%, 0.7%, 0.4% and 0.5%, as discussed above) are payable on the undrawn term loan commitments under the facilities, commencing on the date of the first drawdown of the term loans and quarterly in arrears thereafter for the undrawn portion of the revolving facility.

      On August 18, 2005, MIC Inc. entered into two interest rate swaps with Macquarie Bank Limited and two interest rates swaps with another bank, to manage its future interest rate exposure on intended drawdowns under the MIC Inc. term loan facility for a notional value of $160 million. The effective date of the swaps is August 31, 2006 and no payments or receipts have arisen in relation to these swaps during the year ended December 31, 2005.

      All of the term debt described in paragraphs (a) to (e) above contain customary financial covenants, including maintaining or exceeding certain financial ratios, and limitations on capital expenditures and additional debt.

13. Derivative Instruments and Hedging Activities

      The Company has interest-rate related and foreign-exchange related derivative instruments to manage its interest rate exposure on its debt instruments, and to manage its exchange rate exposure on its future cash flows from its non-U.S. investments. In addition, the Company used foreign exchange option con-

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tracts to acquire its stake in MYL and its investment in SEW. The Company does not enter into derivative instruments for any purpose other than interest rate hedging or cash-flow hedging purposes. That is, the Company does not speculate using derivative instruments.

      By using derivative financial instruments to hedge exposures to changes in interest rates and foreign exchange rates, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not possess credit risk. The Company minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

      Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates or currency exchange rates. The market risk associated with interest rate is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

Anticipated future cash flows

      The Company entered into foreign exchange forward contracts for its anticipated cash flows in order to hedge the market risk associated with fluctuations in foreign exchange rates. The forward contracts limit the unfavorable effect that foreign exchange rate changes will have on cash flows. All of the Company’s forward contracts relating to anticipated future cash flows have been designated as cash flow hedges. The maximum term over which the Company is currently hedging exposures to the variability of foreign exchange rates is 24 months.

      Changes in the fair value of forward contracts designated as cash flow hedges that effectively offset the variability of cash flows associated with anticipated distributions are reported in other comprehensive income. These amounts subsequently are reclassified into other income or expense when the contract is expired or executed. During the year ended December 31, 2005, the Company recognized a comprehensive gain of $1.8 million, relating to foreign exchange forward contracts for anticipated cash flows. These amounts have not been recorded net of income taxes since the underlying income of the investments are not subject to tax. During the year ended December 31, 2005, the Company recorded approximately $979,000 in recognized gains on foreign exchange. This amount is included in the accompanying consolidated statement of operations.

Debt Obligations

      The Company has in place variable-rate debt. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believes that it is prudent to limit the variability of a portion of its interest payments. To meet this objective, management enters into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk. These swaps change the variable-rate cash flow exposure on the debt obligations to fixed cash flows. Under the terms of the interest rate swaps, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt for the portion of the debt that is swapped.

      Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in other comprehensive income. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged interest payments in the same period in which the related interest affects earnings. In accordance with FASB Statement No. 133, the Company concluded that all of its interest rate swaps qualify as cash flow hedges. The Company anticipates the hedges to be effective on an ongoing

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basis. During the year ended December 31, 2005, the Company recognized comprehensive income, net of income taxes, of $1.1 million relating to the fair value of interest rate swaps of future interest debt payments. During 2005, the Company terminated certain swap contracts upon the refinancing of NACH debt and reclassified $2.5 million, net of taxes, from accumulated other comprehensive income to interest expense (reduction). The term over which the Company is currently hedging exposures relating to debt is through August 2013.

14. Notes Payable and Capital Leases

      The Company has existing notes payable with various finance companies for the purchase of equipment. The notes are secured by the equipment and require monthly payments of principal and interest. The Company also leases certain equipment under capital leases. The following is a summary of the maturities of the notes payable and the future minimum lease payments under capital leases, together with the present value of the minimum lease payments, as of December 31, 2005 (in thousands):

	Notes			Capital
	Payable			Leases
2006	$	891		$	2,030
2007		278			1,457
2008		30			748
2009		30			296
2010		30			217
Thereafter		15			—
Total minimum payments	$	1,274		$	4,748
Less: Amounts representing interest		—			(511	)
Present value of minimum payments		1,274			4,237
Less: Current portion		(891	)		(1,756	)
Long-term portion	$	383		$	2,481

      The net book value of equipment under capital lease at December 31, 2005 was $5.3 million.

15. Stockholders’ Equity

      The Trust is authorized to issue 500,000,000 shares of trust stock, and the Company is authorized to issue a corresponding number of LLC interests. Unless the Trust is dissolved, it must remain the sole holder of 100% of the Company’s LLC interests and, at all times, the Company will have the identical number of LLC interests outstanding as shares of trust stock. Each share of trust stock represents an undivided beneficial interest in the Trust, and each share of trust stock corresponds to one underlying LLC interest in the Company. Each outstanding share of the trust stock is entitled to one vote for each share on any matter with respect to which members of the Company are entitled to vote.

      On December 15, 2004, our Board of Directors and stockholders adopted the Company’s independent director equity plan, which provides for automatic, non-discretionary awards of director stock units as an additional fee for the independent directors’ services on the Board. The purpose of this plan is to promote the long-term growth and financial success of the Company by attracting, motivating and retaining independent directors of outstanding ability. Only the Company’s independent directors may participate in the plan.

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      On the date of each annual meeting, each director will receive a grant of stock units equal to $150,000 divided by the fair market value of one share of trust stock as of the date of each annual meeting of the trust’s stockholders. The stock units vest, assuming continued service by the director, on the date immediately preceding the next annual meeting of the Company’s stockholders.

      Upon the completion of our offering on December 21, 2004, each independent director was granted 2,548 stock units, for a total of 7,644 stock units. These stock units, which equal $150,000 per director divided by the initial public offering price of $25.00 per share and on a pro rata basis relating to the period from the closing of the offering through the anticipated date of our first annual meeting of stockholders, vests on the day immediately preceding our annual meeting of the Company’s stockholders. The compensation expense related to this grant for 2004 (in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employers, as interpreted) did not have a significant effect on operations.

      On May 24, 2005, the 7,644 outstanding restricted stock units became fully vested and were issued as trust stock to the independent directors. On the same date, each independent director was granted 5,291 stock units, for a total of 15,873 stock units. These stock units, which equal $150,000 per director divided by the average price for the ten business days preceding vesting of the 7,644 stock, being $28.35 per share, vests on the day immediately preceding our 2006 annual meeting of the Company’s stockholders.

16. Reportable Segments

      The Company’s operations are classified into three reportable business segments: airport services business, airport parking business, and district energy business. All of the business segments are managed separately. Prior to the September 2005 quarter, the airport services business consisted of two reportable segments, Atlantic and AvPorts. These businesses are currently being integrated and managed together. Therefore, they are now combined into a single reportable segment. Results for prior periods have been restated to reflect the new combined segment.

      The airport services business reportable segment principally derives income from fuel sales and from airport services. Airport services revenue includes fuel, de-icing, aircraft parking, airport management and other aviation services. All of the revenue of the airport services business is derived in the United States. The airport services business operated 18 FBOs and one heliport and managed six airports under management contracts as of December 31, 2005.

      The revenue from the airport parking business reportable segment is included in service revenue and primarily consists of off-airport parking and ground transportation to and from the parking facilities and the airport terminals. At December 31, 2005, the airport parking business operated 31 off-airport parking facilities located in California, Arizona, Colorado, Texas, Georgia, Tennessee, Missouri, Pennsylvania, Connecticut, New York, New Jersey, Ohio, Oklahoma and Illinois.

      The revenue from the district energy business reportable segment is included in service revenue and financing and equipment lease income. Included in service revenue is capacity charge revenue, which relates to monthly fixed contract charges, and consumption revenue, which relates to contractual rates applied to actual usage. Financing and equipment lease income relates to direct financing lease transactions and equipment leases to the Company’s various customers. The Company provides such services to buildings throughout the greater Chicago area and to the Aladdin Resort and Casino and shopping mall located in Las Vegas, Nevada.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Selected information by reportable segment is presented in the following tables (in thousands):

      Revenue from external customers for the Company’s segments for the year ended December 31, 2005 are as follows:

	Airport		Airport		District
	Services		Parking		Energy		Total
Revenue from Product Sales
Fuel sales	$	143,273	$	—	$	—	$	143,273
		143,273		—		—		143,273
Service Revenue
Other services		58,213		—		2,855		61,068
Capacity revenue		—		—		16,524		16,524
Consumption revenue		—		—		18,719		18,719
Parking services		—		59,856		—		59,856
		58,213		59,856		38,098		156,167
Financing and Lease Income
Financing and equipment lease		—		—		5,303		5,303
		—		—		5,303		5,303
Total Revenue	$	201,486	$	59,856	$	43,401	$	304,743

      Financial data by reportable business segments are as follows (in thousands):

	For the Year Ended
	December 31, 2005						December 31, 2005
							Property, Equipment,
	Segment		Interest		Depreciation/		Land and Leasehold				Capital
	Profit(1)		Expense		Amortization(2)		Improvements		Total Assets		Expenditures
Airport services	$	109,100	$	14,484	$	15,652	$	92,906	$	553,285	$	4,038
Airport parking		14,780		10,350		6,199		94,859		288,846		1,679
District energy		14,223		8,543		7,062		147,354		245,405		1,026
Total	$	138,103	$	33,377	$	28,913	$	335,119	$	1,087,536	$	6,743

      The above table does not include financial data for our equity and cost investments.

      (1) Segment profit includes revenues less cost of sales. For the airport parking and district energy businesses, depreciation of $2.4 million and $5.7 million, respectively, are included in cost of sales.

      (2) Includes depreciation of property, plant and equipment and amortization of intangibles. Amounts also include depreciation charges for the airport parking and district energy businesses.

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      Reconciliation of total reportable segment assets to consolidated total assets at December 31, 2005 (in thousands):

Total reportable segments		$	1,087,536
Equity and cost investments:
	Equity investment in toll road business		69,358
	Investment in SEW		35,295
	Investment in MCG		68,882
Corporate — Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Inc.			359,403
Less: Consolidation entries			(257,176	)
Total consolidated assets		$	1,363,298

      Reconciliation of reportable segment profit to consolidated income before income taxes and minority interests for the year ended December 31, 2005 (in thousands):

Total reportable segments	$	138,103
Selling, general and administrative		(82,636	)
Fees to manager		(9,294	)
Depreciation and amortization		(20,822	)
		25,351
Other expense, net		(13,567	)
Total consolidated income before income taxes and minority interests	$	11,784

      Revenue from external customers for the Company’s segments from date of acquisition to December 31, 2004 are as follows:

		Airport		Airport		District
		Services		Parking		Energy		Total
Revenue from Product Sales
	Fuel sales	$	1,681	$	—	$	—	$	1,681
			1,681		—		—		1,681
Service Revenue
	Other services		956		—		11		967
	Capacity revenue		—		—		399		399
	Consumption revenue		—		—		190		190
	Parking service		—		1,701		—		1,701
			956		1,701		600		3,257
Financing and Lease Income
	Financing and equipment lease		—		—		126		126
			—		—		126		126
Total Revenue		$	2,637	$	1,701	$	726	$	5,064

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Financial data by reportable business segments are as follows (in thousands):

	From the date of acquisition to
	December 31, 2004						December 31, 2004
							Property, Equipment,
	Segment		Interest		Depreciation/		Land and Leasehold		Total		Capital
	Profit(1)		Expense		Amortization(2)		Improvements		Assets		Expenditures
Airport services	$	1,621	$	254	$	363	$	66,042	$	410,304	$	818
Airport parking		697		206		55		67,018		205,185		—
District energy		201		207		38		151,684		254,013		74
Total	$	2,519	$	667	$	456	$	284,744	$	869,502	$	892

      The above table does not include financial data for our equity and cost investments.

      (1) Segment profit includes revenues less cost of sales. For the airport parking and district energy businesses, depreciation of $55,000 and $140,000, respectively, are included in cost of sales.

      (2) Includes depreciation of property, plant and equipment and amortization of intangibles. Amounts also include depreciation charges for the airport parking and district energy businesses.

      Reconciliation of total reportable segment assets to consolidated total assets at December 31, 2004 (in thousands):

Total reportable segments		$	869,502
Equity and cost investments:
	Equity investment in toll road business		103,076
	Investment in SEW		39,369
	Investment in MCG		73,006
Corporate — Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Inc.			372,006
Less: Consolidation entries			(248,472	)
Total consolidated assets		$	1,208,487

      Reconciliation of reportable segment profit to consolidated loss before income taxes and minority interests for the period April 13, 2004 to December 31, 2004 (in thousands):

Total reportable segments	$	2,519
Selling, general and administrative		(7,953	)
Fees to manager		(12,360	)
Depreciation and amortization		(456	)
		(18,250	)
Other income, net		678
Total consolidated loss before income taxes and minority interests	$	(17,572	)

17. Related Party Transactions

Management Services Agreement with Macquarie Infrastructure Management (USA) Inc., or MIMUSA

      MIMUSA acquired 2,000,000 shares of company stock concurrently with the closing of the initial public offering in December 2004, with an aggregate purchase price of $50 million, at a purchase price per

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

share equal to the initial public offering price of $25. Pursuant to the terms of the Management Agreement (discussed below), MIMUSA may sell up to 30% of these shares at any time. At any time from and after December 21, 2005 (being the first anniversary of the IPO closing), MIMUSA may sell up to a further 35% of these shares and may sell the balance at any time from and after December 21, 2007 (being the third anniversary of the IPO closing).

      The Company entered into a management services agreement, or Management Agreement, with MIMUSA dated December 21, 2004 pursuant to which MIMUSA manages the Company’s day-to-day operations and oversees the management teams of the Company’s operating businesses. In addition, MIMUSA has seconded a Chief Executive Officer and a Chief Financial Officer to the Company and makes other personnel available as required.

      In accordance with the Management Agreement, MIMUSA is entitled to a quarterly base management fee based primarily on the Trust’s market capitalization and a performance fee, as defined, based on the performance of the trust stock relative to a weighted average of two benchmark indices, a U.S. utilities index and a European utilities index, weighted in proportion to the Company’s equity investments. For the year ended December 31, 2005, base management fees of $9.3 million were payable to MIMUSA. Of this amount, $2.5 million is included as due to manager in the accompanying consolidated balance sheet at December 31, 2005. There was no performance fee payable to MIMUSA for the year ended December 31, 2005. For the fiscal quarter ended December 31, 2004, a base management fee of $271,000 and a performance fee of $12.1 million were payable to MIMUSA. These amounts are included as due to manager in the accompanying consolidated balance sheet at December 31, 2004.

      On April 19, 2005, the Company issued 433,001 shares of trust stock to MIMUSA as consideration for the $12.1 million performance fee due for the fiscal quarter ended December 31, 2004.

      MIMUSA is not entitled to any other compensation and all costs incurred by MIMUSA including compensation of seconded staff, are paid out of its management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries and investments, income taxes, audit and legal fees, and acquisitions and dispositions and its compliance with applicable laws and regulations. During the year ended December 31, 2005, MIMUSA charged the Company $402,000 for reimbursement of out-of-pocket expenses.

      In addition, for services rendered in preparing the Trust and Company for the IPO, MIMUSA was paid a structuring fee in December 2004 of $8 million. This amount has been recorded as a reduction to trust stock to the accompanying consolidated balance sheet at December 31, 2004 and December 31, 2005. Furthermore, MIMUSA was reimbursed for certain direct pre-IPO costs totaling $4.3 million in December 2004. These amounts were recorded as expenses or capitalized and included as acquisition costs to our business acquisitions during the year ended December 31, 2004.

Advisory and Other Services from the Macquarie Group

      The Macquarie Group, through its wholly owned group company, MSUSA, has provided various advisory services and has incurred expenses in connection with the Company’s acquisitions and underlying debt associated with the businesses. In addition, during the year ended December 31, 2004, the Company incurred “capital charges” in relation to the businesses and investments acquired from the Macquarie Group or investment vehicles managed but not controlled by the Macquarie Group, defined as the required return on equity by the Macquarie Group in anticipation of the IPO offering. The advisory fees and the capital charges relating to the acquisitions have been capitalized and are included as part of the purchase price of the acquisitions. Further details on these amounts are contained in Note 4. The debt

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

arranging fees have been deferred and are amortized over the life of the relevant debt facilities. Further details on these amounts are contained in Note 12.

      The Company and its airport services and airport parking businesses pay fees for employee consulting services to the Detroit and Canada Tunnel Corporation, which is owned by an entity managed by the Macquarie Group. Fees paid for the year ended December 31, 2005 were $173,000.

Derivative Instruments and Hedging Activities

      The Company, through its limited liability subsidiaries, has entered into foreign-exchange related derivative instruments with Macquarie Bank Limited to manage its exchange rate exposure on its future cash flows from its non-U.S. investments.

      During the year ended December 31, 2005, SEW LLC paid £2.6 million to Macquarie Bank Limited and received $4.9 million which closed out two foreign currency forward contracts between the parties. As part of the settlement of these foreign currency forward contracts, Macquarie Bank Limited paid SEW LLC $192,000, which has been included in the accompanying consolidated statement of operations. As of December 31, 2005, SEW LLC has two other foreign currency forward contracts with Macquarie Bank Limited which are due to be settled in the year ending December 31, 2006.

      During the same period, MY LLC paid £5.5 million to Macquarie Bank Limited and received $10.4 million which closed out three foreign currency forward contracts between the parties. No additional payments or receipts arose from settlement of these foreign currency forward contracts. As of December 31, 2005, MY LLC has two other foreign currency forward contracts with Macquarie Bank Limited which are due to be settled in the year ending December 31, 2006.

      In August 2005, MIC Inc. entered into interest rate swaps with Macquarie Bank Limited. Further details are provided in Note 12.

      In December 2005, NACH entered into interest rate swaps with Macquarie Bank Limited. Further details are provided in Note 12.

Other Related Party Transactions

      a. Macquarie Bank Limited has extended a loan to a subsidiary within our group. Details on this loan, and the related fees paid to the Macquarie Group, are disclosed in Note 12.

      b. Macquarie Bank Limited has provided a portion of the commitment under the revolver facility to MIC Inc. Further details on the commitment, and the related fees paid to the Macquarie Group, are disclosed in Note 12.

      c. Macquarie Holdings (USA) Inc., or MHUSA, is an indirect wholly owned subsidiary of Macquarie Bank Limited. We paid $219,000 to MHUSA as reimbursement for out-of-pocket expenses in relation to NACH and MDEH, during the year ended December 31, 2004.

      d. MSUSA acted as one of the underwriters for our IPO in 2004 and was paid a fee of $3.2 million from the lead underwriter.

18. Income Taxes

      Macquarie Infrastructure Company Trust is classified as a grantor trust for U.S. federal income tax purposes and, therefore, is not subject to income taxes. Accordingly, the Trust stockholders should include their pro rata portion of the Trust’s income or loss in their respective federal and state income tax returns. In addition, Macquarie Infrastructure Company LLC will be treated as a partnership for U.S. federal income tax purposes and is not subject to income taxes.

153

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      MIC Inc. and its wholly owned subsidiaries are subject to federal and state income taxes.

      Components of MIC Inc.’s income tax expense (benefit) are as follows (in thousands):

				April 13, 2004
	Year Ended			(Inception) to
	December 31, 2005			December 31, 2004
Current taxes:
Federal	$	—		$	—
State		2,080			15
Total current taxes		2,080			15
Deferred tax benefit:
Federal		(463	)		(4,268	)
State		(862	)		(32	)
Valuation allowance		(4,370	)		4,285
Total tax expense (benefit)	$	(3,615	)	$	—

      The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2005 and December 31, 2004 are presented below (in thousands):

	December 31, 2005			December 31, 2004
Deferred tax assets:
Net operating loss carryforwards	$	15,115		$	10,056
Capital loss carryforwards		4,885			4,885
Lease transaction costs		2,131			—
Amortization of intangible assets		4,398			3,909
Deferred revenue		515			920
Accrued compensation		717			638
Accrued expenses		1,225			1,080
FAS 143 retirement obligations		1,135			1,131
Other		1,569			2,114
Total gross deferred tax assets		31,690			24,733
Less: Valuation allowance		(5,451	)		(11,310	)
Net deferred tax assets after valuation allowance		26,239			13,423
Deferred tax liabilities:
Intangible assets		(70,259	)		(74,115	)
Property and equipment		(59,133	)		(58,416	)
Partnership basis differences		(6,373	)		—
Prepaid expenses		(693	)		(1,312	)
Other		(1,474	)		(1,557	)
Total deferred tax liabilities		(137,932	)		(135,400	)
Net deferred tax liability		(111,693	)		(121,977	)
Less: current deferred tax asset		2,101			1,452
Noncurrent deferred tax liability	$	(113,794	)	$	(123,429	)

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      At December 31, 2005, MIC Inc. had net operating loss carryforwards for federal income tax purposes of approximately $37 million which is available to offset future taxable income, if any, through 2025. Approximately $9 million of these net operating losses will be limited, on an annual basis, due to the change of control of the respective subsidiaries in which such losses were incurred.

      In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to statutory limitations on the utilization of certain deferred tax assets, the Company has applied a valuation reserve on a portion of the deferred tax assets.

      The Company has approximately $112 million in net deferred tax liabilities. A significant portion of the Company’s deferred tax liabilities relates to tax basis temporary differences of both intangible assets and property and equipment. For financial accounting purposes, we recorded the acquisitions of our consolidated businesses under the purchase method of accounting and accordingly recognized a significant increase to the value of the intangible assets and to property and equipment. For tax purposes, we assumed the existing tax basis of the acquired businesses. To reflect the increase in the financial accounting basis of the assets acquired over the carryover income tax basis, a deferred tax liability was recorded. The liability will reduce in future periods as these temporary differences reverse.

      A reconciliation of the reported income tax expense to the amount that would result by applying the U.S. federal tax rate to the reported net income (loss) is as follows (in thousands):

				April 13, 2004
	Year Ended			(Inception) to
	December 31, 2005			December 31, 2004
Tax expense (benefit) at U.S. statutory rate	$	4,124		$	(6,150	)
Effect of permanent differences		168			4
State income taxes, net of federal benefit		1,125			(11	)
Tax effect of flow-through entities, other		(4,662	)		1,872
Change in valuation allowance		(4,370	)		4,285
Total	$	(3,615	)	$	—

19. Leases

      The Company leases land, buildings, office space and certain office equipment under noncancellable operating lease agreements that expire through April 2031.

      Future minimum rental commitments at December 31, 2005 are as follows (in thousands):

2006	$	20,467
2007		20,567
2008		20,475
2009		20,294
2010		19,487
Thereafter		293,928
	$	395,218

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Rent expense under all operating leases for the year ended December 31, 2005 and the period ended December 31, 2004 was $22.5 million and $417,000, respectively.

20. Employee Benefit Plans

      The subsidiaries of MIC Inc. maintain defined contribution plans allowing eligible employees to contribute a percentage of their annual compensation up to an annual amount as set by the Internal Revenue Service. The employer contribution to these plans ranges from 0% to 6% of eligible compensation. For the year ended December 31, 2005 and the period December 23 through December 31, 2004, contributions were approximately $156,000 and $4,000, respectively.

      The NACH subsidiary also sponsors a retiree medical and life insurance plan available to certain employees for Atlantic Aviation. Currently, the plan is funded as required to pay benefits, and at December 31, 2005, the plan had no assets. The Company accounts for postretirement healthcare and life insurance benefits in accordance with FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement requires the accrual of the cost of providing postretirement benefits during the active service period of the employee. The accumulated benefit obligation at December 31, 2005, using an assumed discount rate of 5.5%, was approximately $607,000. There have been no changes in plan provisions during 2005. Estimated contributions by Atlantic Aviation in 2006 should approximate $136,000.

21. Legal Proceedings and Contingencies

      The subsidiaries of MIC Inc. are subject to legal proceedings arising in the ordinary course of business. In management’s opinion, the company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions, and does not believe the outcome of any pending legal proceedings will be material to the company’s financial position or results of operations.

Airport Services Business

      On or about May 15, 2002, the families of two pilots killed in a plane crash in 2000 filed complaints in the Supreme Court of New York against a number of parties including Executive Air Support Inc., or EAS, a subsidiary within our airport services business, and a formerly owned subsidiary, Million Air Interlink, Inc., or Million Air Interlink, asserting claims for punitive damages, wrongful death and pain and suffering and seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The plaintiffs’ claim arose out of the facts surrounding a plane crash allegedly caused by one of the aircraft’s engines losing power, which caused the plane to crash, killing all on board. The engine lost power as a result of fuel starvation. The plaintiffs alleged this was caused by insufficient fuel or design fault. The plane had last been refueled prior to the accident at the Farmingdale FBO operated by Flightways of Long Island, Inc., or Flightways, on the day of the accident.

      EAS and Million Air Interlink moved to dismiss the complaints for lack of jurisdiction because Flightways, rather than EAS or Million Air Interlink, was the entity that operated the Farmingdale FBO, and that employed the person who refueled the plane in question. The court denied the motion, permitting discovery to go forward on the jurisdictional issues, and with leave for the defendants to refile the motion if discovery warranted doing so.

      Flightways was subsequently added as a defendant. USAIG, the insurer of Flightways under the primary insurance policy, assumed the defense on behalf of the three Atlantic defendants. On June 23, 2005, the defendants entered into a settlement agreement with the plaintiffs under which the three Atlantic defendants are liable for $325,000 of the total settlement amount, all of which is expected to be covered by insurance. The settlement is pending surrogate court approval.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      On February 28, 2005, Rohan Foster and Margaret Foster filed a complaint in the Supreme Court of New Jersey, Passaic County, naming several defendants, including various parties within our airport services business, based on injuries they allegedly suffered when a Challenger CL-600 aircraft failed to ascend during take off from the Teterboro Airport and ran off of the runway, the airport grounds, onto and across a public highway. The complaint alleges, among other things, negligence in the maintenance and control of the aircraft and maintenance, operation, management and control of the airport, and seeks an unspecified amount of compensatory and special damages. The plaintiffs have agreed to voluntarily dismiss the claim without prejudice against the AvPorts defendant. We are seeking a similar dismissal for the Atlantic defendants. On April 14, 2005, James and Catherine Dinnall filed a complaint in the Superior Court of New Jersey, Essex County, naming several defendants, including various parties within our airport services business, based on injuries allegedly suffered in the same incident at the Teterboro Airport. The complaint alleged, among other things, negligence in the inspection, service and maintenance of the aircraft and in permitting an allegedly unfit aircraft to be used on the runway, seeking an unspecified amount of compensatory and punitive damages and costs of suit. The claim against the AvPorts defendant has been dismissed without prejudice and we are seeking a similar dismissal for the Atlantic defendants.

Toll Road Business

      Neither MYL, CHL nor Connect M1-A1 Limited is currently a party to any material legal proceedings.

      On March 20, 2004, a fatal road accident occurred on Yorkshire Link. The accident is currently the focus of an ongoing investigation by local police authorities. As part of their investigation, the police have interviewed several employees and, pursuant to a search warrant, have collected certain documentation from Connect M1-A1 Limited’s offices. Connect M1-A1 Limited has fully cooperated with the police investigation and, to date, has received no further information with respect to the outcome of the police investigation. Connect M1-A1 Limited has conducted an internal investigation and believes that its maintenance of the section of Yorkshire Link where the accident occurred was in compliance with its obligations under the concession. The seller to us of our interest in Yorkshire Link has indemnified us for our proportional share of any loss of revenue, penalties awarded by a court in potential civil or criminal proceedings or imposed by the Transport Secretary under the concession and legal expenses and other costs associated with any claim arising from this accident up to a maximum of £2.75 million.

District Energy Business

      MDEH has been in discussions with the City of Chicago of their intent to exercise its early buyout option with respect to Plant 6, which supplies heating and cooling services to a facility in Illinois. MDEH would receive approximately $11 million from the buyout all of which would be used to pay down debt. MDEH may be obliged to continue operating the facility on behalf of the City of Chicago. MDEH is reviewing its obligations under the early buyout option to determine what impact the buyout would have on its ongoing operations.

      Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains adequate levels of insurance coverage with respect to environmental matters. As of December 31, 2005, management does not believe that environmental matters will have a significant effect on the Company’s operations.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Gas Company

      On August 17, 2005, the Company, through a wholly-owned subsidiary, entered into a joinder agreement with k1 Ventures Limited, K-1 HGC Investment, L.L.C. (together with k1 Ventures, the “K1 Parties”), and MIHI, and a related assignment agreement with MIHI. Under these agreements, the Company’s wholly owned subsidiary assumed all of MIHI’s rights and obligations as a Buyer under a purchase agreement between MIHI and the K1 Parties for no additional consideration other than providing MIHI with an indemnification for the liabilities, cost and expenses it has incurred as “Buyer” under the purchase agreement. The purchase agreement provides for the acquisition by the Buyer of, at the option of k1 Ventures, either 100% of the interests in HGC Investment or 100% of the membership interests of HGC Holdings, L.L.C.

      HGC Investment owns a 99.9% non-managing membership interest in HGC Holdings, a Hawaii limited liability company, and has the right to acquire the remaining membership interest in HGC Holdings. HGC Holdings is the sole member of The Gas Company, L.L.C., a Hawaii limited liability company which owns and operates the sole regulated gas distribution business in Hawaii, as well as a propane sales and distribution business in Hawaii.

      The purchase agreement provides for the payment in cash of a base purchase price of $238 million (subject to working capital and capital expenditure adjustments) with no assumed interest-bearing debt. The Company currently expects working capital and capital expenditure adjustments to add approximately $12 million to the total purchase price. In addition to the purchase price, it is anticipated that approximately a further $9 million will be paid to cover transaction costs. The Company expects to finance the acquisition, including an initial up-front deposit of $12.2 million, with $160 million of future subsidiary level debt and the remainder from proceeds from a refinancing of the airport services segment currently underway or other sources of available cash. Absent an intervening use for the proceeds from the refinancing of the Company’s airport services segment, the Company does not intend to issue equity in the public markets to complete the acquisition of The Gas Company.

      Due to the regulatory and other approvals required to complete the transaction, the Company does not expect to be able to close the transaction prior to late in the second quarter or early in the third quarter of 2006.

      MSUSA is acting as financial advisor to the Company on the transaction, including in connection with the debt financing arrangements. MIHI and MSUSA are both subsidiaries of Macquarie Bank Limited, the parent company of the Company’s Manager.

22. Dividends

      On May 14, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended March 31, 2005 and an additional dividend of $0.0877 per share for the period ended December 31, 2004. The dividend payments were made on June 7, 2005 to holders of record on June 2, 2005. On August 8, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended June 30, 2005. The dividend payment was made on September 9, 2005 to holders of record on September 6, 2005. On November 7, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended September 30, 2005. The dividend payment was made on December 9, 2005 to holders of record on December 6, 2005.

23. Subsequent Events

      On March 14, 2006, our Board of Directors declared a dividend of $0.50 per share for the quarter ended December 31, 2005, payable on April 10, 2006 to holders of record on April 5, 2006.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

24. Quarterly Data (Unaudited)

      The data shown below includes all adjustments which the Company considers necessary for a fair presentation of such amounts. The 2005 column consists of the operations of the Company for the year ended December 31, 2005. Although the Company’s inception was April 13, 2004, the operations from this date through December 31, 2004 have been presented in the December 31 category for 2004. The Company acquired its initial businesses and investments on December 22 and 23, 2004 and since the Company had no significant operations prior to this, presentation by quarter for 2004 would not be meaningful.

	Operating				Operating Income
	Revenues				(Loss)					Net (Loss) Income
	2005		2004		2005		2004			2005			2004
	($ in thousands)
Quarter ended:
March 31	$	65,735	$	—	$	5,867	$	—		$	(83	)	$	—
June 30		72,519		—		7,485		—			5,636			—
September 30		79,935		—		6,451		—			1,306			—
December 31		86,554		5,064		5,548		(18,250	)		8,337			(17,588	)

159

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

North America Capital Holding Company:

      We have audited the accompanying consolidated statements of operations, stockholders’ equity (deficit) and comprehensive income (loss), and cash flows of North America Capital Holding Company (the Company), (Successor to Executive Air Support, Inc., or EAS), a Delaware corporation, and subsidiaries for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004, and for the year ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

      We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of North America Capital Holding Company and subsidiaries for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004, and for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Dallas, Texas

March 22, 2005

160

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Consolidated Statements of Operations

				North America
				Capital Holding
				Company			Executive Air Support, Inc.
				July 30,			January 1,
				2004 to			2004 to			Year Ended
				December 22,			July 29,			December 31,
				2004			2004			2003
				($ in thousands)
Fuel revenue				$	29,465		$	41,146		$	57,129
Service revenue					9,839			14,616			20,720
			Total revenue		39,304			55,762			77,849
Cost of revenue — fuel					16,599			21,068			27,003
Cost of revenue — service					849			1,428			1,961
			Gross profit		21,856			33,266			48,885
Selling, general, and administrative expenses					13,942			22,378			29,159
Depreciation					1,287			1,377			2,126
Amortization					2,329			849			1,395
			Operating profit		4,298			8,662			16,205
Other income (expense):
	Other expense				(39	)		(5,135	)		(1,219	)
	Finance fees				(6,650	)		—			—
	Interest expense				(2,907	)		(4,655	)		(4,820	)
	Interest income				28			17			71
			(Loss) income from continuing operations before income taxes		(5,270	)		(1,111	)		10,237
Income taxes					286			(597	)		4,192
			(Loss) income from continuing operations		(5,556	)		(514	)		6,045
Discontinued operations:
	Net income from operations of discontinued operations (net of applicable tax provision (benefit) of $80, ($194) and $81, respectively)				116			159			121
	Loss on disposal of discontinued operations (net of applicable income tax provision (benefit) of $Nil, $Nil, and ($289), respectively)				—			—			(435	)
			Net income (loss) from discontinued operations		116			159			(314	)
			Net (loss) income	$	(5,440	)	$	(355	)	$	5,731
Net (loss) income applicable to common stockholders:
	Net (loss) income			$	(5,440	)		(355	)		5,731
		Less preferred stock dividends			—			3,102			5,360
			Net (loss) income applicable to common stockholders	$	(5,440	)	$	(3,457	)	$	371

See accompanying notes to consolidated financial statements.

161

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss)

															Accumulated
															Other			Total
									Paid in			Accumulated			Comprehensive			Stockholders’
			Shares			Par Value			Capital			Deficit			Income (Loss)			Equity (Deficit)
			($ in thousands)
Executive Air Support, Inc.
	Balance, December 31, 2002			1,895,684			19			195			(9,518	)		(927	)		(10,231	)
	Net income			—			—			—			5,731			—			5,731
	Interest rate swap agreement net of tax provision of $162			—			—			—			—			242			242
		Comprehensive income																	5,973
	Balance, December 31, 2003			1,895,684			19			195			(3,787	)		(685	)		(4,258	)
	Net loss, period January 1, 2004, through July 29, 2004			—			—			—			(355	)		—			(355	)
	Interest rate swap agreement, net of tax provision of $189			—			—			—			—			283			283
	Reclassification adjustment for realized loss on interest rate swap included in net loss, net of tax benefit of $268			—			—			—			—			402			402
		Comprehensive income																	330
	Tax benefit from exercise of stock options			—			—			1,781			—			—			1,781
	Elimination of stockholders’ equity (deficit) balances upon acquisition of Executive Air Support, Inc. by North America Capital Holding Company			(1,895,684	)		(19	)		(1,976	)		4,142			—			2,147
	Adjusted balance, July 29, 2004			—		$	—		$	—		$	—		$	—		$	—
North America Capital Holding Company
	Issuance of common stock			544,273		$	5		$	108,830		$	—		$	—		$	108,835
	Net loss, period July 30, 2004 through December 22, 2004			—			—			—			(5,440	)		—			(5,440	)
	Interest rate swap agreement, net of tax provision of $28			—			—			—			—			41			41
		Comprehensive loss																	(5,399	)
	Balance, December 22, 2004			544,273		$	5		$	108,830		$	(5,440	)	$	41		$	103,436

See accompanying notes to consolidated financial statements.

162

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Consolidated Statements of Cash Flows

					North America
					Capital Holding
					Company			Executive Air Support, Inc.
					July 30,			January 1,
					2004 to			2004 to			Year Ended
					December 22,			July 29,			December 31,
					2004			2004			2003
					($ in thousands)
Cash flows from operating activities:
	Net (loss) income				$	(5,440	)		(355	)		5,731
	Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
		Fair value adjustment for outstanding warrant liability				—			5,280			1,219
		Depreciation and amortization				3,616			2,226			3,521
		Noncash interest expense and other				(240	)		2,760			1,032
		Deferred income taxes				(954	)		(953	)		568
		Changes in assets and liabilities, net of acquisition:
			Accounts receivable			(304	)		(127	)		(822	)
			Inventories			(447	)		3			(122	)
			Prepaid expenses and other			(659	)		1,049			1,146
			Liabilities from discontinued operations			(177	)		(131	)		—
			Accounts payable			1,575			572			2,382
			Accrued payroll, payroll related, environmental, interest, & other			1,007			191			(4,685	)
			Customer deposits and deferred hangar rent			20			24			1
			Receivable from related party			301			(734	)		—
			Income taxes			1,125			(2,048	)		(160	)
				Net cash (used in) provided by operating activities		(577	)		7,757			9,811
Cash flows from investing activities:
	Purchase of Executive Air Support, net of cash acquired					(218,544	)		—			—
	Funds received on July 29, 2004 for option and warrant payments made on July 30, 2004					(6,015	)		6,015			—
	Purchase of General Aviation, net of cash acquired					—			—			(3,341	)
	Proceeds from sale of Flight Services and Interlink					—			—			2,000
	Capital expenditures					(3,198	)		(3,049	)		(3,245	)
	Collections on note receivable from sale of division					47			45			22
	Other					(435	)		—			(84	)
				Net cash (used in) provided by investing activities		(228,145	)		3,011			(4,648	)
Cash flows from financing activities:
	Proceeds from issuance of common stock					108,835			—			—
	Proceeds from issuance of redeemable preferred stock					1,023			—			—
	Proceeds from debt					130,000			—			—
	Deferred financing costs					(4,014	)		—			—
	Restricted cash					(3,856	)		—			—
	Repayment of short-term note					—			(2,354	)		—
	Payments on capital lease obligations					(145	)		(325	)		(220	)
	Borrowings under revolving credit agreement					—			—			1,000
	Payments under revolving credit agreement					—			(1,000	)		—
	Repayment on subordinated debt					—			(17,850	)		—
	Repayments of borrowings under bank term loans					—			(17,753	)		(6,736	)
	Purchase of common stock warrants					—			(7,525	)		—
	Termination of interest rate swap					—			(670	)		—
	Deemed capital contribution from parent company for debt and warrant payments					—			41,736			—
				Net cash provided by (used in) financing activities		231,843			(5,741	)		(5,956	)
				Net change in cash and cash equivalents		3,121			5,027			(793	)
Cash and cash equivalents at beginning of period						—			2,438			3,231
Cash and cash equivalents at end of period					$	3,121			7,465			2,438
Non-cash investing and financing transactions:
	Note receivable from sale of subsidiary				$	—		$	—		$	500
	Issuance of note payable in connection with acquisition					—			—			2,400
Supplemental disclosure of cash flow information:
	Cash paid during the period for:
		Interest			$	1,447		$	2,550		$	4,234
		Income taxes				134			2,601			3,740

See accompanying notes to consolidated financial statements.

163

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements

December 22, 2004 and December 31, 2003

(1) Basis of Presentation

      The consolidated financial statements of North America Capital Holding Company, or the Company or NACH, for the period from January 1, 2004 to July 29, 2004 and for the year ended December 31, 2003 represent the results of operations of Executive Air Support, Inc., or EAS, as the predecessor company. The consolidated financial statements for the period from July 30, 2004 through December 22, 2004 reflect the acquisition of EAS and subsequent acquisition of the Company by Macquarie Infrastructure Company Inc., or MIC, as described in Note 4. The acquisition has been accounted for using the purchase method of accounting as prescribed in SFAS No. 141, Business Combinations, or SFAS No. 141. In accordance with SFAS No. 141, the purchase price has been allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. Fair values were determined principally by independent third-party appraisals and supported by internal studies. See Note 4 for details of the purchase price allocation.

(2) The Company and Corporate Restructuring

      The Company, a Delaware corporation, was formed on June 2, 2004 for the purpose of acquiring the aircraft service and support operations of EAS, a Delaware corporation, and subsidiaries. Effective with the closing of the acquisition of EAS on July 29, 2004, the Company and its subsidiaries are engaged primarily in the aircraft service and support business. The Company currently operates ten fixed base operation, or FBO, sites at airports throughout the United States and its activities consist of fueling, hangar leasing, and related services. Prior to July 30, 2004, the Company itself had no significant operations.

      Upon the closing of the July 29, 2004 transaction, the Company succeeded EAS, and the historical financial information contained herein reflects EAS’ status as the predecessor.

      On October 12, 2004, MIC, a wholly owned indirect subsidiary of Macquarie Infrastructure Company Trust, entered into a second amended and restated stock purchase agreement with Macquarie Investment Holdings Inc., a wholly owned indirect subsidiary of Macquarie Bank Limited, to acquire 100% of the ordinary shares in NACH. The closing date for the acquisition was December 22, 2004 and resulted in a purchase price of $118.2 million. Senior debt of $130 million, with recourse only to the Company and its subsidiaries, that the Company incurred to partially finance the acquisition of EAS remained in place after the acquisition of the Company.

      Pursuant to a stock purchase agreement, entered into by Macquarie Investment Holdings Inc. on April 28, 2004, and subsequently assigned to the Company, the Company acquired 100% of the shares of EAS for $223.1 million, which includes capital expenditure and working capital adjustments of $4.6 million, estimated acquisition costs of $2 million, and $500,000 of assumed debt. Cash acquired at acquisition was $7.5 million. Additional costs of acquisition totaling $3 million were capitalized subsequent to the acquisition date. The Company incurred fees and other expenses of approximately $10.3 million paid to the Macquarie Group in connection with the completion of the acquisition and debt arranging services on the bridge debt put in place to fund the acquisition. Of these fees, $3 million was capitalized to the cost of the investment in EAS (in December 2004), $650,000 was deferred as financing costs and will be amortized over the life of the debt facility and $6.7 million was included as an expense in the Company’s statement of operations.

      The stock purchase agreement relating to EAS includes an indemnity from the selling shareholders for breaches of representations and warranties that is limited to $20 million, except for breaches of representations and warranties regarding title, capitalization, taxes and any claims based on fraud, willful misconduct

164

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

or intentional misrepresentation, for which the maximum amount payable in respect thereof is an amount equal to the purchase price.

(3) Summary of Significant Accounting Policies

(a) Basis of Consolidation

      The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions are eliminated in consolidation.

(b) Revenue Recognition

      In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed and determinable, and collectibility is reasonably assured. In addition, all sales incentives received by customers on fuel purchases under the Company’s Atlantic Awards program are recognized as a reduction of revenue during the period incurred.

      Service revenues include certain fueling fees. The Company receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with Emerging Issues Task Force, or EITF, Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue from these transactions is recorded based on the service fee earned and does not include the cost of the carriers’ fuel.

(c) Accounting Estimates

      The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses. Actual results could differ from these estimates.

(d) Cash and Cash Equivalents

      Cash and cash equivalents includes cash and highly liquid investments with original maturity dates of 90 days or less.

(e) Depreciation of Property and Equipment

      Depreciation of machinery and equipment is computed on the straight-line method over the estimated service lives of the respective property, which vary from 5 to 10 years. The cost of leasehold improvements is amortized, on a straight-line basis, over the shorter of the estimated service life of the improvement or the respective term of the lease, generally 20 years. Expenditures for renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred.

(f) Accounting for Stock-Based Employee Compensation Arrangements

      The Company applies the intrinsic value-based method of accounting for stock-based employee compensation arrangements. No stock option-based employee compensation costs are reflected in the Company’s net income (loss), as all options granted had an exercise price greater than the market value of the Company’s underlying common stock at the date of grant. Had the Company elected to recognize compensation cost based on the fair value of the stock options at the date of grant under SFAS No. 123, such compensation expense would have been insignificant. These options were exercised and redeemed upon acquisition of EAS by the Company on July 29, 2004.

165

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

(g) Derivative Financial Instruments

      The Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, at the beginning of its fiscal year 2001. The standard requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through the statement of operations. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s changes in fair value will be immediately recognized in earnings.

(h) New Accounting Pronouncements

      In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which addresses the consolidation by business enterprises of variable interest entities. This provision had no impact on the consolidated financial statements.

      In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This provision had no impact on the Company’s consolidated financial statements.

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This provision had no impact on the Company’s consolidated financial statements.

      In December 2003, FASB issued SFAS No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits. Statement No. 132 (revised) prescribes employers’ disclosures about pension plans and other post-retirement benefit plans; it does not change the measurement or recognition of those plans. The statement retains and revises the disclosure requirements contained in the original Statement No. 132. It also requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. See note 8 for revised requirements applicable to the Company for the period from January 1, 2004 through December 22, 2004 and year ended December 31, 2003.

      In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. For nonpublic companies, this Statement will require measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock options. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. This Statement will be effective for the Company as of July 1, 2005.

      In December 2004, the FASB issued Statement No. 151, Inventory Costs, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Under this Statement, such items will be recognized as current-period charges. In addition, the Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal

166

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

capacity of the production facilities. This Statement will be effective for the Company for inventory costs incurred on or after January 1, 2006.

      In December 2004, the FASB issued Statement No. 153, Exchanges of Non-Monetary Assets, which eliminates an exception in APB 29 for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. This Statement will be effective for the Company for nonmonetary asset exchanges occurring on or after January 1, 2006.

(i) Reclassifications

      Certain amounts reported in the 2003 consolidated financial statements have been reclassified to conform to the 2004 presentation.

(4) Business Combination

      On July 29, 2004, the Company acquired the capital stock of EAS for $223.1 million. The acquisition of EAS enabled the Company to enter the aviation services market as an established competitor with an existing customer base and corporate infrastructure. The acquisition has been accounted for under the purchase method of accounting. As a result of the business combination, the Company succeeded EAS, and the historical financial information presented reflects the results of operations and cash flows of EAS as the predecessor company. The basis for the allocation of the purchase price is described in Note 1.

      The acquisition of EAS resulted in the Company assuming the existing income tax bases of the predecessor. In accordance with SFAS No. 141, a deferred tax liability was recorded to reflect the increase in the financial accounting bases of the assets acquired over the carryover income tax bases.

      The allocation of the purchase price on July 29, 2004, including transaction costs, was as follows (in thousands):

Net working capital	$	1,988
Airport contract rights		132,120
Plant and equipment		42,700
Customer relationships		3,900
Tradename		6,800
Technology (intangible asset)		500
Noncompete agreements		4,310
Other		404
Goodwill		93,205
Total assets acquired		285,927
Long-term liabilities assumed		(1,757	)
Deferred income taxes		(61,051	)
Net assets acquired	$	223,119

      The net working capital acquired consisted of cash, accounts receivable, inventories, prepaid expenses, accounts payable, and other current assets and liabilities.

167

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

      The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The airport contract rights are being amortized on a straight-line basis over their useful lives ranging from 20 to 40 years. The weighted average amortization period of the contractual agreements is approximately 34 years. The Company expects that goodwill recorded will not be deductible for income tax purposes.

      The Company allocated $3.9 million of the purchase price, respectively, to customer relationships in accordance with EITF 02-17, Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination. The Company will amortize the amount allocated to customer relationships over a five-year period.

(5) Income Taxes

      The income tax provision (benefit) consisted of the following for the period from January 1, 2004 through July 29, 2004, the period from July 30, 2004 through December 22, 2004 (including stub periods), and fiscal December 31, 2003 (in thousands):

	North America
	Capital Holding
	Company
				Executive Air Support, Inc.
	July 30,
	2004 to			January 1,			Year Ended
	December 22,			2004 to			December 31,
	2004			July 29, 2004			2003
Continuing operations:
Federal — current	$	966		$	(10	)	$	2,596
Federal — deferred		(672	)		(281	)		586
State — current		274			366			1,028
State — deferred		(282	)		(672	)		(18	)
		286			(597	)		4,192
Discontinued operations		80			(194	)		(208	)
Total provision (benefit) for income taxes	$	366		$	(791	)	$	3,984

168

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

      The difference between the actual provision (benefit) for income taxes from continuing operations and the “expected” provision for income taxes computed by applying the U.S. federal corporate tax rate to income from continuing operations before taxes is attributable to the following (in thousands):

	North America
	Capital Holding
	Company			Executive Air Support, Inc.
	July 30,			January 1,
	2004 to			2004 to			Year Ended
	December 22,			July 29,			December 31,
	2004			2004			2003
Provision (benefit) for federal income taxes at statutory rate	$	(1,844	)	$	(378	)	$	3,480
State income taxes, net of federal tax benefit		(6	)		(675	)		614
Nondeductible transaction costs		1,805			87			—
Nondeductible warrant liability		—			1,795			—
Resolution of tax contingency		—			(915	)		—
Other		331			(511	)		98
Provision (benefit) for income taxes for continuing operations	$	286		$	(597	)	$	4,192

(6) Employee Benefit Plans

      The Company’s union employees located at Philadelphia International and Teterboro Airports are covered by the International Association of Machinists National Pension Fund. Contributions payable to the Plan for the period January 1, 2004 through December 22, 2004 and fiscal 2003 were approximately $239,000 and $205,000, respectively.

      The Company also sponsors a retiree medical and life insurance plan available to certain employees for Atlantic Aviation. Currently, the Plan is funded as required to pay benefits, and at December 22, 2004 and December 31, 2003, the Plan had no assets. The Company accounts for postretirement healthcare and life insurance benefits in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement requires the accrual of the cost of providing postretirement benefits during the active service period of the employee. The accumulated benefit obligation at December 22, 2004 and December 31, 2003, using an assumed discount rate of 5.75% and 6%, was approximately $0.7 million and $0.8 million, respectively, and the net periodic postretirement benefit costs during 2004 and 2003 were approximately $82,000 and $102,000, using an assumed discount rate of 6% and 6.75%, respectively. The post retirement benefit cost was determined using January 1, 2004 and 2003 data. There have been no changes in plan provisions during 2004 or 2003. For measurement purposes, a 12% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2004 and assumed to decrease gradually to 5% by 2013 and remain at that level thereafter. A one-percentage-point increase (decrease) in the assumed healthcare cost trend rate would have increased (reduced) the postretirement benefit obligation by approximately $17,000 and ($16,000), respectively. Estimated contributions by the Company in 2005 are approximately $155,000.

      The Company has a Savings and Investment Plan (the Plan) that qualifies under Section 401(k) of the Internal Revenue Code. Substantially, all full-time, nonunion employees and, pursuant to union contracts, many union employees are eligible to participate by electing to contribute 1% to 6% of gross pay to the Plan. Under the Plan, the Company is required to make contributions equal to 50% of employee contribu-

169

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

tions, up to a maximum of 6% of eligible employee compensation. Employees may elect to contribute to the Plan an additional 1% to 9% of gross pay that is not subject to match by the Company. Company matching contributions totaled approximately $74,000, $52,000 and $120,000 during the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003, respectively. The Company may make discretionary contributions to the Plan; however, there were no discretionary contributions made during the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003.

(7) Commitments and Contingencies

(a) Operating Leases

      The Company leases hangar and other facilities at several airport locations under operating leases expiring between 2005 and 2020, which are generally renewable, at the Company’s option, for substantial periods at increased rentals. These leases generally restrict their assignability and the use of the premises to activities associated with general aviation. The leases provide for supplemental rentals based on certain sales and other circumstances.

      At December 22, 2004, the Company was obligated under the lease agreements to construct certain facilities. The total remaining cost of these projects is estimated to be $0.3 million.

      Rent expense charged to operations for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003 was approximately $3.5 million, $2.5 million and $5.2 million, respectively.

      The Company has entered into employment agreements with certain executives. The terms of the agreements provide for compensation levels and termination provisions.

(b) Environmental Matters

      Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains adequate levels of insurance coverage with respect to environmental matters. As of December 22, 2004 and December 31, 2003, management does not believe that environmental matters will have a significant effect on the Company’s operations.

(c) Legal Proceedings

      The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse effect on the Company’s business, financial condition, or results of operations.

(8)     Related-Party Transactions

      On July 29, 2004, the Company drew down $130 million on a Combined Bridge Acquisition and Letter of Credit Facility Agreement with Macquarie Bank Limited, an affiliated company (the Bridge Facility). The Bridge Facility was repaid concurrently with the long-term notes being issued on October 21, 2004. The Company incurred interest expense of $1.6 million and fees of $1.3 million on this Bridge Facility, which are included as expenses in the Company’s results of operations.

170

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

      The Company paid fees to Macquarie Securities (USA) Inc., or MSUSA, a wholly owned subsidiary within the Macquarie Bank Group of companies, of $3 million for advisory services provided in connection with the acquisition of EAS. The Company also reimbursed MSUSA $1.4 million and another Macquarie Group company, Macquarie Holdings (USA) Inc. $0.2 million, for direct acquisition costs. These fees and expenses have been capitalized and included as part of the purchase price of the EAS acquisition. The Company also paid fees to MSUSA of $0.7 million for debt arranging services in relation to the long-term debt issued in October 2004. These fees have been deferred and are amortized over the life of the debt facility. Fees paid to MSUSA of $3.8 million and $0.7 million for equity underwriting facilities and bridge debt facilities, respectively, which have now matured or ceased have been included as expenses in the Company’s results of operations.

      Macquarie Bank Limited loaned $52 million of the long-term debt of the Company on October 21, 2004. The Company paid Macquarie Bank Limited an upfront lending fee of $520,000 which has been deferred and amortized over the life of the debt facility. Interest expense on this related party portion of the long-term debt was $434,000 for the period October 21, 2004 to December 22, 2004.

      EAS issued 699,500 warrants during fiscal 2000 to a shareholder. The warrants had an exercise price of $3.62 per share and were exercisable upon the earlier of August 31, 2010 or the sale of EAS. These warrants were purchased and subsequently cancelled by the Company for $1.56 million upon the acquisition of EAS by the Company.

      On December 21, 2000, EAS issued 1,104,354 warrants to a shareholder (the Warrant Holder) in conjunction with the issuance of subordinated debt. The warrants had an exercise price of $0.01 per share and were exercisable at any time through December 21, 2010. Beginning in the first quarter of 2007, EAS could buy the warrants from the Warrant Holder at the then fair value of the warrants, as defined. Beginning in the first quarter of 2006, the Warrant Holder could sell the warrants to EAS at the then fair value of the warrants, as defined. Due to the warrant holder’s ability to sell the warrants to EAS for cash, EAS recorded the fair value of the warrants as a liability in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. The warrants were reflected at fair value and subsequent changes in fair value were reflected in EAS’s operating results. EAS recorded an increase in the fair value of the warrants of approximately $5.2 million in other expense on the accompanying consolidated statement of operations for the period from January 1, 2004 through July 29, 2004. The warrants were purchased and canceled by the Company for $7.5 million upon the acquisition of EAS by the Company on July 29, 2004.

(9)     Stock Options

      In 2000, EAS adopted a stock option plan whereby EAS would grant incentive stock options or nonqualified stock options to employees to purchase EAS common stock, hereinafter referred to as the “Plan”. The incentive stock options or nonqualified options were to be granted at no less than the fair market value of the shares at the date of grant. Under the Plan, stock options would expire ten years after issuance and generally would vest ratably over five years. The stock options were fully vested and were

171

NORTH AMERICA CAPITAL HOLDING COMPANY

(Successor to Executive Air Support, Inc.)

Notes to Consolidated Financial Statements — (Continued)

December 22, 2004 and December 31, 2003

sold by the option holders upon the acquisition of EAS by the Company on July 29, 2004. Activity under the Plan for the period ended December 22, 2004 and fiscal 2003 is as follows:

			Weighted
	Number of		Average
	Shares		Exercise Price
Outstanding, December 31, 2003		1,398,848	$	3.62
Granted at fair value		—		—
Forfeited		—		—
Exercised		1,398,848		3.62
Outstanding, July 29, 2004		—		—
Granted at fair value		—		—
Forfeited		—		—
Exercised		—		—
Outstanding, December 22, 2004		—	$	—

      Options exercisable at December 31, 2003 was 823,229, with a weighted average exercise price of $3.62. The weighted average remaining contractual life of the options outstanding at December 31, 2003 was 6.7 years.

(10) Sale of Interlink

      In December of 2001, EAS committed to a plan to sell its MillionAir Interlink subsidiary. In April 2002, EAS sold the subsidiary to a third party for $1.25 million in cash and a $500,000 note receivable. The loss on disposal of $265,000 was reflected in discontinued operations during fiscal 2003. EAS had no income from operations during the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003.

(11)     Sale of Flight Services

      During 2002, EAS committed to a plan to sell its Flight Services division. On February 28, 2003 EAS entered into an agreement to sell the division. Based on estimated net proceeds from the sale of $1 million, EAS recorded a loss on disposal of approximately $11.5 million, which included an impairment of goodwill and intangible assets of approximately $11.2 million. The income from operations of $275,000, $Nil and $121,000 for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003, respectively, and the loss on disposal of $170,000 in fiscal 2003, have been reflected as discontinued operations in the accompanying consolidated statements of operations. Flight Services revenues for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004 and fiscal 2003 were approximately $Nil, $Nil and $2 million, respectively.

172

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

	Balance at		Charged to							Balance at
	Beginning of		Costs and							End
	Period		Expenses		Other		Deductions			of Period
	(In thousands)
Allowance for Doubtful Accounts
For the Period April 13, 2004 (inception) to December 31, 2004:	$	—	$	26	$	1,333	$	—		$	1,359
For the Year Ended December 31, 2005:	$	1,359	$	4	$	—	$	(524	)	$	839

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      We have previously reported changes in accountants in our Registration Statement on Form S-1 (Registration No. 333-116244) and in our current report on Form 8-K filed on December 27, 2004. There were no disagreements, reportable events or other similar transactions or events associated with such changes.

Item 9A. Controls and Procedures

(a)     Management’s evaluation of disclosure controls and procedures

      Under the direction and with the participation of our chief executive officer and chief financial officer, we evaluated our disclosure controls and procedures (as such term is defined under Rule 13(a)-15(e) of the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2005. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b)     Management’s report on internal control over financial reporting

      Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2005. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

      Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

      All internal control systems, no matter how well designed, have inherent limitations. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or

173

procedures may deteriorate. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

      Management used the framework set forth in the report entitled “Internal Control-Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (referred to as “COSO”) to evaluate the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005. As permitted under the guidance of the SEC released October 16, 2004, in Question 3 of its “Frequently Asked Questions” regarding Securities Exchange Act Release No. 34-47986, Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the scope of management’s evaluation excluded assets acquired through the purchase of Eagle Aviation Resources, Ltd. (EAR), acquisition date August 12, 2005, and the assets of SunPark, acquisition date October 3, 2005.

      Accordingly, management’s assertion of the Company’s internal control over financial reporting does not include internal control over financial reporting of the EAR assets and the SunPark assets.

      The EAR assets represent 4.6% of the Company’s total assets at December 31, 2005 and generated 4.1% of the Company’s total revenues during the year ended December 31, 2005. The SunPark assets represent 5.5% of the Company’s total assets at December 31, 2005 and generated 1% of the Company’s total revenue during the year ended December 31, 2005.

      As a result of its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2005.

      KPMG LLP, an independent registered public accounting firm that audited the financial statements included in this report has issued an attestation report on management’s assessment of our internal control over financial reporting.

174

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Macquarie Infrastructure Company Trust.:

      We have audited management’s assessment, included in Item 9A.(b) titled Management’s report on internal control over financial reporting, that Macquarie Infrastructure Company Trust maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Macquarie Infrastructure Company Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      Macquarie Infrastructure Company Trust, through wholly owned subsidiaries, acquired Eagle Aviation Resources, Ltd. (EAR), the assets of which the Company acquired on August 12, 2005, and through a majority-owned subsidiary, acquired certain assets and assumed certain liabilities related to six off-airport parking facilities, collectively referred to as SunPark on October 3, 2005. Management excluded from its assessment of the effectiveness of Macquarie Infrastructure Company Trust’s internal control over financial reporting as of December 31, 2005, both EAR’s and SunPark’s internal control over financial reporting. The EAR assets represent 4.6% of the Company’s total assets at December 31, 2005, and generated 4.1% of the Company’s total revenues during the year ended December 31, 2005. The SunPark assets represent 5.5% of the Company’s total assets at December 31, 2005 and generated 1% of the Company’s total revenues during the year ended December 31, 2005. Our audit of internal control over financial reporting of

175

Macquarie Infrastructure Company Trust also excluded an evaluation of the internal control over financial reporting of both EAR and SunPark.

      In our opinion, management’s assessment that Macquarie Infrastructure Company Trust maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Macquarie Infrastructure Company Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Macquarie Infrastructure Company Trust and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows and the related financial statement schedule for the year ended December 31, 2005 and the period from April 13, 2004 (inception) to December 31, 2004, and our report dated March 10, 2006 expressed an unqualified opinion on those consolidated financial statements.

(d)     Changes in Internal Controls.

      No change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) was identified in connection with the evaluation described in (b) above during the fiscal quarter ended December 31, 2005 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.     Other Information

      None.

176

Part III

Item 10. Directors and Executive Officers of the Registrants

      The company will furnish to the Securities and Exchange Commission a definitive proxy statement not later than 120 days after the end of the fiscal year ended December 31, 2005. The information required by this item is incorporated herein by reference to the proxy statement.

Item 11. Executive Compensation

      The information required by this item is incorporated herein by reference to the proxy statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The information required by this item is incorporated herein by reference to the proxy statement.

Item 13.      Certain Relationships and Related Transactions

      The information required by this item is incorporated herein by reference to the proxy statement.

Item 14. Principal Accounting Fees and Services

      The information required by this item is incorporated herein by reference to the proxy statement.

177

Part IV

Item 15. Exhibits, Financial Statement Schedules

Financial Statements and Schedules

      The consolidated financial statements in Part II, Item 8, and schedule listed in the accompanying exhibit index are filed as part of this report.

Exhibits

      The exhibits listed on the accompanying exhibit index are filed as a part of this report.

178

Signatures

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2006.

MACQUARIE INFRASTRUCTURE COMPANY

TRUST (REGISTRANT)

By:  /s/ Peter Stokes

Peter Stokes

Regular Trustee

MACQUARIE INFRASTRUCTURE COMPANY LLC (REGISTRANT)

By:  /s/ Peter Stokes

Peter Stokes

Chief Executive Officer

179

Power of Attorney

      We, the undersigned directors and executive officers of Macquarie Infrastructure Company LLC, hereby severally constitute Peter Stokes and David Mitchell, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Macquarie Infrastructure Company LLC and in the capacities indicated on the 14th day of March, 2006.

Signature	Title
/s/ Peter Stokes Peter Stokes	Chief Executive Officer (Principal Executive Officer)
/s/ David Mitchell David Mitchell	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ John Roberts John Roberts	Chairman of the Board of Directors
/s/ Norman H. Brown, Jr. Norman H. Brown, Jr.	Director
/s/ George W. Carmany III George W. Carmany III	Director
/s/ William H. Webb William H. Webb	Director

180

Exhibit Index

Exhibit
Number			Description
	2	.1	Stock Purchase Agreement dated as of June 7, 2004, as amended as of August 9, 2004 and November 25, 2004 relating to the acquisition of Macquarie Americas Parking Corporation (incorporated by reference to Exhibit 2.1 of Amendment No. 4 to the Registrants’ Registration Statement on Form S-1 (Registration No. 333-116244) (“Amendment No. 4”))
	2	.2	Second Amended and Restated Stock Purchase Agreement dated as of October 12, 2004 as amended as of November 24, 2004 relating to the acquisition of North America Capital Holding Company (incorporated by reference to Exhibit 2.2 of Amendment No. 4)
	2	.3	Share Purchase Agreement dated June 7, 2004 and related Side Letters dated October 14, 2004 and November 1, 2004 relating to the acquisition of Macquarie Yorkshire Limited (incorporated by reference to Exhibit 2.3 of Amendment No. 4)
	2	.4	Amended and Restated Limited Liability Company Purchase Agreement dated October 12, 2004 relating to the acquisition of Macquarie District Energy Holdings LLC (incorporated by reference to Exhibit 2.4 of Amendment No. 3 to the Registrants’ Registration Statement on Form S-1 (Registration No. 333-116244) (“Amendment No. 3”))
	2	.5	Contribution and Subscription Agreement dated as of June 7, 2004, related Side Letter dated October 15, 2004 and Novation Agreement dated November 15, 2004 relating to the investment in the ordinary shares and preferred equity certificates of Macquarie Luxembourg Water S.a.r.L. (incorporated by reference to Exhibit 2.5 of Amendment No. 4)
	2	.6	Stapled Security Purchase Agreement dated as of June 7, 2004, as amended as of November 18, 2004, and related assignment agreements relating to the investment in stapled securities of Macquarie Communications Infrastructure Group (incorporated by reference to Exhibit 2.6 of Amendment No. 4)
	2	.7	Unit Purchase Agreement dated as of August 17, 2004 relating to the acquisition of units of PCAA Parent LLC from the PCA Group (as defined therein) (incorporated by reference to Exhibit 2.7 of Amendment No. 2 to the Registrants’ Registration Statement on Form S-1 (Registration No. 333-116244) (“Amendment No. 2”))
	2	.8	Stock Purchase Agreement, dated as of October 8, 2004 relating to the acquisition of 100% of the common stock of Seacoast Holdings (PCAAH), Inc. (incorporated by reference to Exhibit 2.8 of Amendment No. 2)
	2	.9	Unit Purchase Agreement dated as of October 8, 2004 relating to the acquisition of units of PCAA Parent LLC from Macquarie Securities (USA), Inc. (incorporated by reference to Exhibit 2.9 of Amendment No. 2)
	2	.10	Stock Purchase Agreement, dated as of October 8, 2004 as amended as of November 25, 2004 relating to the acquisition of Macquarie Airports North America Inc. (incorporated by reference to Exhibit 2.10 of Amendment No. 4)
	2	.11	Membership Interest Purchase Agreement dated May 26, 2005 between Gene H. Yamagata and Macquarie FBO Holdings LLC, relating to the acquisition of Las Vegas Executive Air Terminal (incorporated by reference to the Registrants’ Current Report on Form 8-K filed with the SEC on May 31, 2005)
	2	.12	Purchase Agreement dated August 2, 2005, as amended August 17, 2005, among k1 Ventures Limited, K-1 HGC Investment, L.L.C. and Macquarie Investment Holdings Inc, and related joinder agreement and assignment agreement (incorporated by reference to Exhibits 2.1, 2.2 and 2.3 to the Registrants’ Current Report on Form 8-K filed with the SEC on August 19, 2005)
	2	.13	Second Amendment to Purchase Agreement dated October 21, 2005 among k1 Ventures Limited, K-1 HGC Investment, L.L.C. and Macquarie Gas Holdings LLC (incorporated by reference to Exhibit 2.2 of the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (the “September Quarterly Report”))
	2	.14	Joinder Agreement dated September 16, 2005 between Macquarie Infrastructure Company Inc., k1 Ventures Limited, K-1 HGC Investment, L.L.C. and Macquarie Gas Holdings LLC (incorporated by reference to Exhibit 2.3 of the Registrants’ September Quarterly Report)

Exhibit
Number			Description
	2	.15	Assignment Agreement dated September 16, 2005 between Macquarie Infrastructure Company Inc. and Macquarie Gas Holdings LLC (incorporated by reference to Exhibit 2.4 of the Registrants’ September Quarterly Report)
	3	.1	Second Amended and Restated Trust Agreement dated as of September 1, 2005 of Macquarie Infrastructure Company Trust (incorporated by reference to Exhibit 3.1 of the Registrants’ Current Report on Form 8-K, filed with the SEC on September 7, 2005 (the “September Current Report”))
	3	.2	Second Amended and Restated Operating Agreement dated as of September 1, 2005 of Macquarie Infrastructure Company LLC (incorporated by reference to Exhibit 3.2 of the September Current Report)
	3	.3	Amended and Restated Certificate of Trust of Macquarie Infrastructure Assets Trust (incorporated by reference to Exhibit 3.7 of Amendment No. 2)
	3	.4	Amended and Restated Certificate of Formation of Macquarie Infrastructure Assets LLC (incorporated by reference to Exhibit 3.8 of Amendment No. 2)
	4	.1	Specimen certificate evidencing share of trust stock of Macquarie Infrastructure Company Trust (incorporated by reference to Exhibit 4.1 of the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Annual Report”))
	4	.2	Specimen certificate evidencing LLC interest of Macquarie Infrastructure Company LLC (incorporated by reference to Exhibit 4.2 of the 2004 Annual Report)
	10	.1	Management Services Agreement among Macquarie Infrastructure Company LLC, certain of its subsidiaries named therein and Macquarie Infrastructure Management (USA) Inc. dated as of December 21, 2004 (incorporated by reference to the Current Report)
	10	.2	Registration Rights Agreement among Macquarie Infrastructure Company Trust, Macquarie Infrastructure Company LLC and Macquarie Infrastructure Management (USA) Inc. dated as of December 21, 2004 (incorporated by reference to the Registrants’ Current Report on Form 8-K filed with the SEC on December 27, 2004)
	10	.3	Terms and Conditions of Class A Preferred Equity Certificates (incorporated by reference to Exhibit 10.3 of Amendment No. 2)
	10	.4	Terms and Conditions of Class B Preferred Equity Certificates (incorporated by reference to Exhibit 10.4 of Amendment No. 2)
	10	.5†	Shareholders’ Agreement dated April 30, 2004 relating to the Registrants’ interest in Macquarie Luxembourg Water S.a.r.L. (incorporated by reference to Exhibit 10.5 of Amendment No. 3)
	10	.6†	Deed of Adherence to the Shareholders’ Agreement relating to the Registrants’ interest in Macquarie Luxembourg Water S.a.r.L. (incorporated by reference to Exhibit 10.6 of the 2004 Annual Report)
	10	.7	Shareholders’ Agreement dated March 26, 1996 and amended and restated on April 30, 2003 relating to the Registrants’ interest in Connect M1-A1 Holdings Limited (formerly Yorkshire Link (Holdings) Limited) (incorporated by reference to Exhibit 10.7 of the Registrants’ Registration Statement on Form S-1 (Registration No. 333-116244) (the “Form S-1”))
	10	.8	Deed of Novation to the Shareholders’ Agreement relating to the Registrants’ interest in Connect M1-A1 Holdings Limited (incorporated by reference to Exhibit 10.8 of the 2004 Annual Report)
	10	.9	Loan Agreement dated October 1, 2003, among Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation (incorporated by reference to Exhibit 10.11 of the Form S-1)
	10	.10	Stock Purchase Agreement dated as of April 28, 2004, among Macquarie Investment Holdings, Inc., Executive Air Support, Inc. and its shareholders named therein, as amended by the Closing Letter Agreement dated as of July 29, 2004, relating to the acquisition of Executive Air Support, Inc. (incorporated by reference to Exhibit 10.12 of Amendment No. 4)
	10	.11	Membership Interest Purchase Agreement dated as of August 18, 2004 among North America Capital Holding Company, and the Sellers named therein relating to the acquisition of General Aviation Holdings, LLC (incorporated by reference to Exhibit 10.13 of Amendment No. 1 to the Registrants’ Registration Statement on Form S-1 (Registration No. 333-116244) (“Amendment No. 1”))

Exhibit
Number			Description
	10	.12	Share Purchase Agreement dated April 30, 2004 relating to the acquisition by Macquarie Luxembourg Water S.a.r.L. of the ordinary shares of Macquarie Water (UK) Limited (incorporated by reference to Exhibit 10.17 of Amendment No. 4)
	10	.13	Amended and Restated Secondment Agreement dated March 26, 1996 and amended and restated on April 30, 2003, among Connect M1-A1 Limited (formerly Yorkshire Link Limited) Macquarie Infrastructure (UK) Limited and Balfour Beatty plc (incorporated by reference to Exhibit 10.18 of Amendment No. 4)
	10	.14	Deed of Novation related to the Secondment Agreement (incorporated by reference to Exhibit 10.17 of the 2004 Annual Report)
	10	.15	DBFO contract dated March 26, 1996, by and between the U.K. Secretary of State for Transport and Connect M1-A1 Limited (formerly Yorkshire Link Limited) (incorporated by reference to Exhibit 10.20 of Amendment No. 4)
	10	.16	Amended and Restated Facility Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), ABN AMRO Bank N.V. and certain financial institutions listed in Schedule 1 thereto (incorporated by reference to Exhibit 10.21 of Amendment No. 4)
	10	.17	EIB Facility Agreement dated March 26, 1996 and amended and restated on September 4, 2001, between European Investment Bank and Connect M1-A1 Limited (formerly Yorkshire Link Limited) (incorporated by reference to Exhibit 10.22 of Amendment No. 4)
	10	.18	Amended and Restated Commercial Subordinated Loan Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), Macquarie Infrastructure (UK) Limited and Balfour Beatty plc (incorporated by reference to Exhibit 10.23 of Amendment No. 4)
	10	.19	Stock Purchase Agreement dated as of December 12, 2003 among Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC, Macquarie Bank Limited, Exelon Corporation and Exelon Thermal Holdings, Inc., as amended as of June 30, 2004 (incorporated by reference to Exhibit 10.25 of Amendment No. 1)
	10	.20	District Cooling System Use Agreement dated as of October 1, 1994 between the City of Chicago, Illinois and MDE Thermal Technologies, Inc., as amended on June 1, 1995, July 15, 1995, February 1, 1996, April 1, 1996, October 1, 1996, November 7, 1996, January 15, 1997, May 1, 1997, August 1, 1997, October 1, 1997, March 12, 1998, June 1, 1998, October 8, 1998, April 21, 1999, March 1, 2000, March 15, 2000, June 1, 2000, August 1, 2001, November 1, 2001, June 1, 2002, and June 30, 2004 (incorporated by reference to Exhibit 10.25 of Amendment No. 2)
	10	.21	Note Purchase Agreement dated as of September 27, 2004 relating to the financing of the acquisition of Thermal Chicago Corporation by Macquarie District Energy, Inc. (incorporated by reference to Exhibit 10.26 of Amendment No. 2)
	10	.22	Macquarie Infrastructure Company LLC — Independent Directors Equity Plan (incorporated by reference to Exhibit 10.25 of the 2004 Annual Report)
	10	.23	Parent Company Guarantee between Macquarie Infrastructure Company LLC and Balfour Beatty plc (incorporated by reference to Exhibit 10.27 of the 2004 Annual Report)
	10	.24	Limited Liability Company Agreement dated as of March 18, 1999 of Northwind Aladdin, LLC (incorporated by reference to Exhibit 10.31 of Amendment No. 3)
	10	.25	Letter Agreement dated November 3, 2004 relating to the reimbursement of pre-IPO costs of Macquarie Infrastructure Management (USA) Inc. (incorporated by reference to Exhibit 10.32 of Amendment No. 3)
	10	.26	Loan Agreement between PCAA SP, LLC, as Borrower, and GMAC Commercial Mortgage Bank, as Lender, dated as of October 3, 2005 (incorporated by reference to Exhibit 10.2 of the September Quarterly Report)
	10	.27	Credit Agreement dated as of November 11, 2005 among Macquarie Infrastructure Company Inc. (d/b/a Macquarie Infrastructure Company (US)) as Borrower, Macquarie Infrastructure Company LLC, the Lenders and Issuers party thereto and Citicorp North America, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.3 of the September Quarterly Report)

Exhibit
Number			Description
	10	.28	Loan Agreement dated as of December 12, 2005 among North America Capital Holding Company, the Lenders named therein and Mizuho Corporate Bank, Ltd.
	10	.29	Loan Agreement dated as of November 17, 2005 among HGC Holdings, LLC (unsigned), Macquarie Gas Holdings, LLC, the Lenders named therein and Dresdner Bank AG London Branch
	10	.30	Loan Agreement dated as of November 17, 2005 among The Gas Company, LLC (unsigned), Macquarie Gas Holdings, LLC, the Lenders named therein and Dresdner Bank AG London Branch
	21	.1	Subsidiaries of the Registrants
	23	.1	Consent of KPMG LLP
	24	.1	Powers of Attorney (included in signature pages)
	31	.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
	31	.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
	32		Section 1350 Certifications

†  Confidential treatment granted as to certain portions, which were separately filed with the SEC.

EX-10.28

                                                                   EXHIBIT 10.28
                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

                          dated as of December 12, 2005

                                      among

                     NORTH AMERICA CAPITAL HOLDING COMPANY,
                                  as Borrower,

                         THE LENDERS, as herein defined,

                                       and

                          MIZUHO CORPORATE BANK, LTD.,
                            as Administrative Agent,

                                   ----------

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

                             BAYERISCHE LANDESBANK,
                              as Syndication Agent

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



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

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

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

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





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

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

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

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

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

ARTICLE X MISCELLANEOUS....................................................   69
   Section 10.1.  Amendments; Waivers......................................   69
   Section 10.2.  Notices..................................................   70





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



APPENDIX A        Definitions and Rules of Interpretation

SCHEDULES:

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

EXHIBITS:

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



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


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

                                    RECITALS

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

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

     The parties hereto agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

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

                                   ARTICLE II

                              THE CREDIT FACILITIES

     Section 2.1. Term Loan Facility.

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

          (b) Term Loan Borrowing Procedures.

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



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

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

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

               (D) the proposed use of the proceeds thereof.

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

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

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


                                       2



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

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

     Section 2.2. Revolving Loan Facility.

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

          (b) Revolving Loan Borrowing Procedures.

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

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

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

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

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


                                       3



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

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

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


                                       4



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

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

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

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

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

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

     Section 2.3. Interest.

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

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

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


                                       5



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

     Section 2.4. Interest Periods.

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

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

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

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

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

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

     Section 2.5. Repayment of Loans.

          (a) Term Loans.

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


                                       6



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

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

     Section 2.6. Use of Proceeds of Loans.

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

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

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

     Section 2.7. Termination or Reduction of Commitments.

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

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


                                       7



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

     Section 2.8. Prepayments.

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

          (b) Optional Prepayments.

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

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

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

          (c) Mandatory Prepayments.

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


                                       8



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

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

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


                                       9



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

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

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


                                       10



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

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

     Section 2.9. Fees.

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

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


                                       11



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

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

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

     Section 2.10. Evidence of Indebtedness; Notes.

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

     Section 2.11. Payments Generally.

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


                                       12



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

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

     Section 2.12. Sharing of Payments.

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

     Section 2.13. Letter of Credit Facility.

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


                                       13



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

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

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

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


                                       14



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

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

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

                                   ARTICLE III

                           TAXES AND YIELD PROTECTION

     Section 3.1. Taxes.

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


                                       15



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

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

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

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

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


                                       16



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

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

     Section 3.2. Alternate Rate of Interest.

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

     Section 3.3. Illegality.

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


                                       17



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

     Section 3.4. Increased Costs.

          (a) If any Change in Law shall:

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

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

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

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


                                       18



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

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

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

     Section 3.5. Funding Losses.

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


                                       19



     Section 3.6. Duty to Mitigate; Replacement of Lenders.

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

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

     Section 3.7. Survival.

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

                                   ARTICLE IV

                              CONDITIONS PRECEDENT


                                       20



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

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

          (a) Principal Loan Documents.

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

               (A) this Agreement;

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

               (C) the Fee Letters;

               (D) the Collateral Agency Agreement;

               (E) the Security Agreement;

               (F) the Intellectual Property Security Agreement;

               (G) the Subsidiary Guaranty and the Contribution Agreement;

               (H) the Subsidiary Security Agreement;

               (I) the Pledge Agreements; and

               (J) all other Security Documents.

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

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


                                       21



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

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

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

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

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

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

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

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


                                       22



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

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

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

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

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

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

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

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


                                       23



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

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

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

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

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

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

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

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

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

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


                                       24



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

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

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

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

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

          (k) Accounts; Funding of Reserves.

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

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

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


                                       25


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

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

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

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

     Section 4.2. Conditions Precedent to All Loans.

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

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

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

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

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


                                       26



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

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

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

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

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

     Section 5.1. Due Incorporation, Qualification, etc.

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

     Section 5.2. Authority.

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

     Section 5.3. Enforceability.

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


                                       27



     Section 5.4. Non-Contravention.

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

     Section 5.5. Approvals; No Other Business.

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

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

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


                                       28



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

     Section 5.6. No Violation or Default.

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

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

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

     Section 5.7. Litigation.

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

     Section 5.8. Possession Under Leases; Title.

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

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


                                       29



     Section 5.9. Financial Statements.

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

     Section 5.10. Creation, Perfection and Priority of Liens.

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

     Section 5.11. Equity Securities.

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


                                       30



     Section 5.12. No Agreements to Sell Assets; Etc.

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

     Section 5.13. Employee Benefit Plans.

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

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

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


                                       31



     Section 5.14. Other Regulations.

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

     Section 5.15. Patent and Other Rights.

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

     Section 5.16. Governmental Charges.

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

     Section 5.17. Margin Stock.

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


                                       32



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

     Section 5.18. Subsidiaries, Etc.

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

     Section 5.19. Solvency, Etc.

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

     Section 5.20. Labor Matters.

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

     Section 5.21. Contracts.

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

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

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

               (iii) each Management Contract and the Heliport Contract;


                                       33



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

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

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

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

               (viii) each policy of insurance; and

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

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

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


                                       34



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

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

     Section 5.22. No Material Adverse Effect.

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

     Section 5.23. Accuracy of Information Furnished.

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

     Section 5.24. Brokerage Commissions.

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

     Section 5.25. Policies of Insurance.

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


                                       35



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

     Section 5.26. Bank Accounts and Securities Accounts.

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

     Section 5.27. Agreements with Affiliates and Other Agreements.

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

     Section 5.28. No Indebtedness.

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

     Section 5.29. Environmental Matters.

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


                                       36



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

                                   ARTICLE VI

                                    COVENANTS

     Section 6.1. Affirmative Covenants.

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

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

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

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


                                       37



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

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

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

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

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

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

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


                                       38



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

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

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

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

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


                                       39



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

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

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

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

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

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

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


                                       40



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

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

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

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

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

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

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


                                       41



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

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

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

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


                                       42



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

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

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

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


                                       43



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

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

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


                                       44



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

          (l) Hedging Agreements.

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

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

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

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

          (n) Event of Loss.

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

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


                                       45



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

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

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


                                       46



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

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

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

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

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

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


                                       47


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

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

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

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

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

          (s) Debt Service Reserve Required Balance.

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


                                       48



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

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

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

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

          (t) Operating Accounts.

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


                                       49



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

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

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

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

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


                                       50



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

     Section 6.2. Negative Covenants.

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

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

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

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

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

               (iv) Permitted Subordinated Debt of the Borrower;

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

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

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

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


                                       51



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

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

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

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

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

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

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

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

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


                                       52



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

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

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

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

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

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

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

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

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


                                       53



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

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

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

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

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

          (f)  Distributions.

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

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

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


                                       54



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

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

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

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

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

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


                                       55



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

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

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

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

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

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

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

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

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

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

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

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


                                       56



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

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

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

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

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

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

                                  ARTICLE VII

                           EVENTS OF DEFAULT; REMEDIES


                                       57



     Section 7.1. Events of Default.

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

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

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

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

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

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

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


                                       58



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

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

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

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

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


                                       59



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

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

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

          (n) a Change of Control shall occur; or

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

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


                                       60



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

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

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

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

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

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


                                       61



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

     Section 7.2. Remedies Upon Event of Default.

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

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

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


                                       62



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

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

     Section 7.3. Waiver of Event of Default.

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

                                  ARTICLE VIII

                              ADMINISTRATIVE AGENT

     Section 8.1. Appointment and Authorization of Administrative Agent.

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


                                       63



     Section 8.2. Delegation of Duties.

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

     Section 8.3. Liability of Administrative Agent.

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

     Section 8.4. Reliance by Administrative Agent.

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


                                       64



     Section 8.5. Notice of Default.

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

     Section 8.6. Credit Decision; Disclosure of Information.

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


                                       65



     Section 8.7. Indemnification.

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

     Section 8.8. Administrative Agent in Its Individual Capacity.

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

     Section 8.9. Collateral Agency Agreement.

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

     Section 8.10. Successor Administrative Agent.

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


                                       66



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

     Section 8.11. Lead Arrangers.

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

                                   ARTICLE IX

                              HEDGING ARRANGEMENTS

     Section 9.1. Hedging Payments.

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


                                       67


     Section 9.2. Voluntary Termination.

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

     Section 9.3. Involuntary Termination or Reduction.

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

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

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

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

                                   ARTICLE X

                                  MISCELLANEOUS


                                       68



     Section 10.1. Amendments; Waivers.

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


                                       69



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

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

     Section 10.2. Notices.

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

               (i) if to the Borrower:

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

               with a copy to:

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


                                       70



               and

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

               (ii) if to the Administrative Agent:

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

               and

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

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

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

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

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


                                       71



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

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

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

     Section 10.3. Expenses; Indemnity; Damage Waiver.

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

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


                                       72



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

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

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

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

     Section 10.4. Successors and Assigns.

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

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


                                       73



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

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

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

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


                                       74



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

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

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

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

     Section 10.5. Confidentiality.

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


                                       75



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

     Section 10.6. Limitation on Interest.

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

     Section 10.7. Right of Setoff.

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


                                       76



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

     Section 10.8. Nonliability of Lenders.

     The Borrower acknowledges and agrees that:

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

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

     Section 10.9. Limitation of Recourse.

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


                                       77



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

     Section 10.10. Integration.

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

     Section 10.11.    Survival of Representations and Warranties.

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

     Section 10.12. Governing Law.

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

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

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

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


                                       78



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

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

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

     Section 10.14. Severability.

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

     Section 10.15. Headings.

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

     Section 10.16. Counterparts.

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

                           [signature pages to follow]


                                       79


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

                                        NORTH AMERICA CAPITAL HOLDING COMPANY,
                                        as Borrower


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


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



                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Administrative Agent


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



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


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


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



                                        BAYERISCHE LANDESBANK,
                                        New York Branch, as Term Loan Lender


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


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



                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Term Loan Lender


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



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


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



                                        MACQUARIE BANK LIMITED,
                                        as Term Loan Lender


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


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



                                                                      APPENDIX A

                     DEFINITIONS AND RULES OF INTERPRETATION



                           SCHEDULES TO LOAN AGREEMENT

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

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


                                                                    Schedule A-1
                                                               to Loan Agreement

                                  SCHEDULE A-1

                                   FBO LEASES

MIDWAY

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

TETERBORO

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

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

BRIDGEPORT

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

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

HARTFORD

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

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

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


                                  Sched.A-1-1



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

PHILADELPHIA AND NORTHEAST PHILADELPHIA

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

HOBBY

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

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

FARMINGDALE

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

NEW ORLEANS INTERNATIONAL AIRPORT

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

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

NEW ORLEANS LAKEFRONT

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

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

PALM SPRINGS

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


                                  Sched.A-1-2



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

JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

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

PITTSBURGH INTERNATIONAL AIRPORT

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

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

LOUISVILLE INTERNATIONAL AIRPORT

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


                                  Sched.A-1-3



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

GULFPORT-BILOXI REGIONAL AIRPORT

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

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

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

BURLINGTON AIRPORT

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


                                  Sched.A-1-4



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

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

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

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


                                  Sched.A-1-5



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

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

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

NEW CASTLE AIRPORT

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

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

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


                                  Sched.A-1-6


MCCARRAN INTERNATIONAL AIRPORT

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


                                  Sched. A-1-7


                                                                    Schedule A-2
                                                               to Loan Agreement

                                  SCHEDULE A-2

                   MANAGEMENT CONTRACTS AND HELIPORT CONTRACT

ATLANTIC CITY INTERNATIONAL AIRPORT

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

REPUBLIC AIRPORT

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

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


                                   Sch. A-2-1



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

TETERBORO AIRPORT

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

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

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

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

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


                                   Sch. A-2-2



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

TWEED - NEW HAVEN AIRPORT

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

WESTCHESTER COUNTY AIRPORT

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

ALBANY INTERNATIONAL AIRPORT

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

34TH STREET HELIPORT

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


                                   Sch. A-2-3



                                                                    Schedule A-3
                                                               to Loan Agreement

                                  SCHEDULE A-3

                               MATERIAL CONTRACTS

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

Each item set forth on Schedule A-2.

Amports Purchase Agreement

Executive Air Purchase Agreement

Eagle Aviation Purchase Agreement

GAH Purchase Agreement

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

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

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

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

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

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

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

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


                                   Sch. A-3-1



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

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

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

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

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

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

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

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


                                   Sch. A-3-2



                                                                    Schedule 2.1
                                                               to Loan Agreement

                         COMMITMENTS AND PRO RATA SHARES



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



                                   Sch. 2.1-1



                                                                    Schedule 5.5
                                                               to Loan Agreement

                                  SCHEDULE 5.5

                       FBO / MANAGEMENT CONTRACTS CONSENTS

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

     MIDWAY

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

     TETERBORO

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

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

     BRIDGEPORT

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

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

     HARTFORD

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


                                  Sched. 5.5-1



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

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

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

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

     HOBBY

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

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

     FARMINGDALE

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

     NEW ORLEANS INTERNATIONAL AIRPORT

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

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

     NEW ORLEANS LAKEFRONT


                                  Sched. 5.5-2



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

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

     PALM SPRINGS

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

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

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

     MCCARRAN INTERNATIONAL AIRPORT

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

     PITTSBURGH INTERNATIONAL AIRPORT

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


                                  Sched. 5.5-3



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

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

     LOUISVILLE INTERNATIONAL AIRPORT

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

     GULFPORT-BILOXI REGIONAL AIRPORT

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

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


                                  Sched. 5.5-4



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

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

     BURLINGTON AIRPORT

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

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


                                  Sched. 5.5-5



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

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

     NEW CASTLE AIRPORT

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

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


                                  Sched. 5.5-6



     ATLANTIC CITY INTERNATIONAL AIRPORT

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

     REPUBLIC AIRPORT

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

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


                                  Sched. 5.5-7



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

     TETERBORO AIRPORT

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

     TWEED - NEW HAVEN AIRPORT

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

     WESTCHESTER COUNTY AIRPORT

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


                                  Sched. 5.5-8



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

     ALBANY INTERNATIONAL AIRPORT

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

     34TH STREET HELIPORT

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


                                  Sched. 5.5-9



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

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

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

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

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

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


                                   Sch. 5.5-1



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

     MIDWAY

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

     TETERBORO

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

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

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

     BRIDGEPORT

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

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

     HARTFORD

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


                                   Sch. 5.5-2



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

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

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

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

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

     FARMINGDALE

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

     NEW ORLEANS INTERNATIONAL AIRPORT

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

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

     NEW ORLEANS LAKEFRONT

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

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

     PALM SPRINGS


                                   Sch. 5.5-3



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

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

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

     MCCARRAN INTERNATIONAL AIRPORT

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

     PITTSBURGH INTERNATIONAL AIRPORT

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

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


                                   Sch. 5.5-4



     NEW CASTLE AIRPORT

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

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

     REPUBLIC AIRPORT

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

     TWEED - NEW HAVEN AIRPORT

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

     WESTCHESTER COUNTY AIRPORT

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


                                   Sch. 5.5-5



     34TH STREET HELIPORT

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


                                   Sch. 5.5-6


                                                                    Schedule 5.7
                                                               to Loan Agreement

                                  SCHEDULE 5.7

                           LITIGATION AND PROCEEDINGS

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

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

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

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

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

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


                                    Sch. 5.7



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

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

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

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

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

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

     Florence Jasudowicz

     Dorothy Y. Wender

     Jeanne P. Turnow

     Alfred J. Richards/Gloria R. Richards

     Keith Feldman/Ethel Feldman

     Emil Miele/Sandra Miele

     Mildred Kay Shotsberger/John Shotsberger

     Rosaleen Sorento

     Carol Mendalski/Eugene Mendalski

     Rose Cicatelil


                                    Sch. 5.7



                                                                    Schedule 5.8
                                                               to Loan Agreement

                                  SCHEDULE 5.8

                                     LEASES

FBO Leases

     See items set forth on Schedule A-1.

Management Contracts

     See items set forth on Schedule A-2.

Other Real Property Agreements

Executive Air Support:

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

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

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

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

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

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

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


                                    Sch. 5.8



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

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

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

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

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

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

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

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

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

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

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

General Aviation:

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

Louisville (Andalex):

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

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


                                    Sch. 5.8



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

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

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

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

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

Louisville (Republic):

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

Pittsburgh:

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

Wilmington:


                                    Sch. 5.8



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

Corporate Leases

Teterboro Administration Office

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

World Trade Center Corporate Office

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


                                    Sch. 5.8



                                                                   Schedule 5.10
                                                               to Loan Agreement

                                  SCHEDULE 5.10

                             EXCEPTIONS AS TO LIENS

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

     MIDWAY

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

     TETERBORO

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

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

     BRIDGEPORT

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

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

     HARTFORD

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

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


                                    Sch. 5.10



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

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

     PHILADELPHIA AND NORTHEAST PHILADELPHIA

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

     HOBBY

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

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

     FARMINGDALE

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

     NEW ORLEANS INTERNATIONAL AIRPORT

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

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

     NEW ORLEANS LAKEFRONT

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


                                    Sch. 5.10



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

     PALM SPRINGS

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

     JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

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

     MCCARRAN INTERNATIONAL AIRPORT

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

     PITTSBURGH INTERNATIONAL AIRPORT

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


                                    Sch. 5.10



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

     LOUISVILLE INTERNATIONAL AIRPORT

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

     GULFPORT-BILOXI REGIONAL AIRPORT

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

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


                                    Sch. 5.10



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

     BURLINGTON AIRPORT

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

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


                                    Sch. 5.10



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

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

     NEW CASTLE AIRPORT

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

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

     ATLANTIC CITY INTERNATIONAL AIRPORT


                                    Sch. 5.10



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

     REPUBLIC AIRPORT

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

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


                                    Sch. 5.10



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

     TETERBORO AIRPORT

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

     TWEED - NEW HAVEN AIRPORT

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

     WESTCHESTER COUNTY AIRPORT

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


                                    Sch. 5.10



     ALBANY INTERNATIONAL AIRPORT

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

     34TH STREET HELIPORT

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

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

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

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

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

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

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

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


                                    Sch. 5.10



                                                                   Schedule 5.13
                                                               to Loan Agreement

                                  SCHEDULE 5.13

                             EMPLOYEE BENEFIT PLANS

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

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

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

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

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


                                    Sch. 5.13



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


                                    Sch. 5.13



                                                                   Schedule 5.15
                                                               to Loan Agreement

                                  SCHEDULE 5.15

                              INTELLECTUAL PROPERTY

Trademark Applications

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

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

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

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

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

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

Patents

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

Trade Names

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

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


                                   Sch. 5.15


                                                                   Schedule 5.18
                                                               to Loan Agreement

                                  SCHEDULE 5.18

                                  SUBSIDIARIES

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

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

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

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


                                    Sch. 5.18



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

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

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

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

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

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


                                   Sch. 5.18



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

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

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

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

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

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


                                    Sch. 5.18



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

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

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

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

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

ILG AVCENTER, INC.
State of Incorporation:          Delaware


                                    Sch. 5.18



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

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

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


                                    Sch. 5.18



                                                                   Schedule 5.21
                                                               to Loan Agreement

                                  SCHEDULE 5.21

                                    CONTRACTS

See items set forth on Schedule A-1

See items set forth on Schedule A-2

See items set forth on Schedule 5.8

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

     MIDWAY

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

     FARMINGDALE

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

Other Capital Leases

     JOHN WAYNE

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

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

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

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

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


                                    Sch. 5.21



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                    Sch. 5.21



Material Contracts - Not in the Ordinary Course of Business

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

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

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

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

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

Other Material Agreements (Macquarie Airports North America Inc.)

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

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

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

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

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


                                    Sch. 5.21



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

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

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

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

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

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

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

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

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

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

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

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

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


                                    Sch. 5.21


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

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

Insurance Policies

See items set forth on Schedule 5.25.

                     TERM/RENEWAL INFORMATION FOR FBO LEASES



FBO Location           Terms of Lease and Renewal Options
- ------------           ----------------------------------
                    
1.  Midway             9/23/03-5/1/20; may be extended for no more than five additional years upon
                       mutual agreement
2.  Teterboro TA-191   Pursuant to Supplement No. 2, the term of TA-191 is coterminous with TA-121 (No.
                       3 below)

3.  Teterboro TA-121   2/14/79-12/2019; contract sets forth 20 years after completion of construction
                       as set forth in Supplement No. 4 to Teterboro Airport Agreement TA-121

4.  Bridgeport         9/1/95-9/30/05; two additional five-year renewal periods, provided tenant is not
                       in default at time of renewal; exercise of option requires 90 days' written
                       notice

5.  Bridgeport         9/5/02-9/30/11; two additional five-year renewal periods, provided tenant is not
                       in default at time of renewal; exercise of option requires 90 days' written
                       notice

6.  Hartford           7/1/95-9/30/10; two additional five-year options; option must be exercised no
                       less than six months prior to expiration of then existing lease

7.  Hartford           10/1/85-9/30/10; two additional five-year options upon written notice during the
                       three-month period preceding the last six months of the 25th and 30th years

8.  Hartford           3/23/90-3/22/15; two additional five-year extensions to be agreed upon mutually
                       acceptable terms; notice of exercise of option required no sooner than twelve
                       months nor later than nine months prior to 3/22/15 and 3/22/20, respectively



                                   Sch. 5.21



                    
9.  Philadelphia       12/8/98-12/8/18; two additional renewal periods of five years and three years
    NE Philadelphia    with notice one year prior to expiration of lease or lease renewal

10. Houston            8/25/70-11/2/09; One additional renewal period of four years at Lessee's option

11. Farmingdale        5/1/87-7/31/15, option to extend for additional period of up to 10 years if
                       Lessee expends $5.6 million in capital investment in the facility over the
                       ten-year period from 12/24/97-12/24/07

12. NOIA               10/1/77-11/4/06; option to extend for one ten-year period with 90 days' written
                       notice prior to 8/6/06

13. NOIA               Term is occupancy date through 20 year period thereafter [contract is undated,
                       but notary stamp on signature page indicates date of 3/23/01]; two five-year
                       option periods based on investment in leasehold improvements of $200,000 for
                       each five-year extension (subject to reduction), up to maximum occupancy of 30
                       years

14. Lakefront          2/1/95-1/31/00; three five-year options upon mutual agreement

15. Lakefront          2/27/04-1/20/07; per the contract, there are no options to renew this lease

16. Palm Springs       12/15/81 - 12/14/31; per the contract, there are no options to renew this lease

17. John Wayne         11/1/94 - 10/31/14; per the contract, there are no options to renew this lease

18. Las Vegas          1/1/96 - 12/31/2025

19. Louisville         Four 5-year terms from 6/96 - 6/2016.  All options to extend through to 2016
                       have been exercised.

20. Pittsburgh         Lease -- 29 years and 11 months from 6/2001
                       License -- 10 years from 6/2001, with four 5-year option periods

21. Gulfport           58 months remaining from 1/31/2005 under the FBO lease, and from 11/30/2004
                       under the fuel farm lease

22. Burlington         Through 7/1/2025 with two 5-year automatic renewal terms

23. Wilmington         9/27/87 - 9/27/2007 (Initial term) subject to four 5-year extension




                                   Sch. 5.21



                    
                       periods

24. East 34th          10 years from the end of the "Improvements Phase", defined as the earlier of the
    Street Heliport    completion of specified improvements or 24 months from 9/1/2005, for a total of
                       up to 12 years plus a 6 month extension, subject to further agreement between
                       the parties.



Letters of Credit

1. $273,036.00 letter of credit number SM212629W issued by Wachovia Bank,
National Association in favor of County of Orange expiring March 16, 2006.

2. $51,760.00 letter of credit number SM205312W issued by Wachovia Bank,
National Association in favor of City of Chicago expiring September 19, 2006.

3. $638,441.00 letter of credit number SM415409C issued by First Union National
Bank, expiring December 28, 2005 and supported by cash held on deposit at First
Union National Bank, in favor of the City of Philadelphia.

4. $261,706.00 letter of credit number 3060475 issued by Bank of America and
supported by cash held on deposit at Bank of America, in favor of Allegheny
County Airport Authority.

5. $50,000.00 letter of credit number 3052169 issued by Bank of America,
expiring October 31, 2006 and supported by cash held on deposit at Bank of
America, in favor of American Casualty Company of Reading, PA.

6. $1,000,000.00 letter of credit number 22703101120WLB issued by WestLB AG, New
York Branch and confirmed by National City (confirmation #: ECL068942), expiring
March 31, 2007 in favor of the Regional Airport Authority of Louisville and
Jefferson County.

Promissory Notes

1. That certain Promissory Term Note dated June 26, 2001, in the original
principal amount of $300,000 executed by General Aviation Corporation
(predecessor of General Aviation LLC) payable to Texaco Aviation Corporation
(now payable to Avfuel Corporation).

2. That certain Promissory Note dated August 5, 2002, in the original principal
amount of $534,073.12 executed by Executive Air Support, Inc. payable to Chevron
Texaco Global Aviation.


                                    Sch. 5.21



                                                                   Schedule 5.25
                                                               to Loan Agreement

                                  SCHEDULE 5.25

                                    INSURANCE

See attached.


                                    Sch. 5.25



                                                                   Schedule 5.26
                                                               to Loan Agreement

                                  SCHEDULE 5.26

                      BANK ACCOUNTS AND SECURITIES ACCOUNTS



             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
                                                                             
Macquarie Aviation North America 2 Inc.   Bank of America             3936827626      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827668      Depository

Macquarie Aviation North America 2 Inc.   Bank of America             3936827655      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827642      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936827639      Disbursement

Macquarie Aviation North America 2 Inc.   Bank of America             3936830435      Depository

Macquarie Aviation North America Inc.     Bank of America             3936830448      Disbursement

ILG Avcenter, Inc.                        Bank of America             3936827671      Disbursement

ILG Avcenter, Inc.                        Bank of America             3936830451      Disbursement

BTV Avcenter, Inc.                        Bank of America             3936827684      Depository

BTV Avcenter, Inc.                        Bank of America             3936830464      Disbursement

Atlantic Aviation Corporation             J.P. Morgan Chase Bank      015-00042903    Houston (HOU)

Atlantic Aviation Corporation             Fifth Third Bank            7512941639      Midway - (MDW)

General Aviation L.L.C.                   Hibernia National Bank      812062875       Hangar (FMI) MSY

Eagle Aviation Resources, Ltd.            Nevada State Bank           710004516       General Account

Eagle Aviation Resources, Ltd.            Nevada State Bank           710004524       Payroll

Eagle Aviation Resources, Ltd.            Nevada State Bank           085107217       Money Market Account



                                   Sch. 5.26





             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
                                                                             
Atlantic Aviation Corporation             PNC Bank                    56-0349-5287    Operating (and
                                                                                      associated lockbox)

Atlantic Aviation Corporation             PNC Bank                    56-0081-4457    Disbursing (and
                                                                                      associated lockbox)

Atlantic Aviation Corporation             PNC Bank                    56-0081-6524    Dental Claims (and
                                                                                      associated lockbox)

Flightways of Long Island, Inc.           State Bank of Long Island   0517005305      Operating - L.I.

Atlantic Aviation                         Wachovia Bank               2000015139922   Awards

Atlantic Aviation (MSY)                   Wachovia Bank               2000017797443   International(MSY)

Atlantic Aviation (New Orleans

Lakefront)                                Wachovia Bank               2000017797456   Lakefront(NEW)

Atlantic Aviation (Palm Springs)          Wachovia Bank               2000022996271   Palm Springs (PSP)

Atlantic Aviation (Newport)               Wachovia Bank               2000022996268   Orange County (SNA)

Atlantic Aviation (Lockbox)               Wachovia Bank               2000015139935   Lockbox

Atlantic Aviation (Bridgeport)            Wachovia Bank               2000011060228   Bridgeport (BDR)

Executive Air Support, Inc.               Wachovia Bank               2000003397925   Concentration

Executive Air Support, Inc.               Wachovia Bank               2000011042660   Operating ZBA-Payables

Executive Air Support, Inc.               Wachovia Bank               2000011042673   Payroll ZBA

Executive Air Support,                    Wachovia Bank               2000011043258   Petty Cash Checking
Inc./Atlantic Aviation

Atlantic Aviation                         Wachovia Bank               2000011060244   Cigna Med-Dental

Executive Air Support, Inc.               Wachovia Bank               2000003268216   Operating-Misc Dep.

Atlantic Aviation (Farmingdale)           Wachovia Bank               2000011042657   Long Island ACH

Atlantic Aviation (Hartford)              Wachovia Bank               2000011060231   Hartford (HFD)

Atlantic Aviation (Houston)               Wachovia Bank               2000011060189   Houston (HOU)

Atlantic Aviation (Midway)                Wachovia Bank               2000011060176   Midway (MDW)

Atlantic Aviation (Philadelphia)          Wachovia Bank               2000011060202   Philadelphia (PHL)



                                   Sch. 5.26





             ACCOUNT HOLDER                       BANK NAME             ACCOUNT #          ACCOUNT TYPE
             --------------               -------------------------   -------------   ----------------------
                                                                             
Atlantic Aviation (Philadelphia
Northeast)                                Wachovia Bank               2000011060215   NE Philadelphia (PNE)

Atlantic Aviation (Teterboro)             Wachovia Bank               2000011060192   Teterboro (TEB)

Palm Springs FBO Two LLC                  Wells Fargo Bank            4945014702      Palm Springs (PSP)

Palm Springs FBO Two LLC                  Wells Fargo Bank            4000063107      Concentration

Newport FBO Two LLC                       Wells Fargo Bank            4945037083      Orange County (SNA)



                                    Sch. 5.26



                                                                   Schedule 5.27
                                                               to Loan Agreement

                                  SCHEDULE 5.27

                           AGREEMENTS WITH AFFILIATES

None.


                                    Sch. 5.27



                                                                   Schedule 5.29
                                                               to Loan Agreement

                                  SCHEDULE 5.29

                              ENVIRONMENTAL MATTERS

Reference is made to the matters described in the following reports:

ATLANTIC AVIATION

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Chicago Midway Airport (5200 and 5236 West 63rd Street, Chicago,
     Illinois) dated April 16, 2004, prepared by Environmental Strategies
     Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Teterboro Airport (233 Industrial Avenue, Teterboro, New Jersey) dated
     April 19, 2004, prepared by Environmental Strategies Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation FBO located
     at Sikorsky Airport (One Main Street, Hartford, Connecticut) dated April
     14, 2002, prepared by Environmental Strategies Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Brainard Airport (399 Industrial Avenue, Hartford, Connecticut)
     dated April 19, 2004, prepared by Environmental Strategies Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Philadelphia International Airport (8375 Enterprise Avenue, Philadelphia,
     Pennsylvania) dated April 16, 2004, prepared by Environmental Strategies
     Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Northeast Philadelphia Airport (9800 Ashton Avenue,
     Philadelphia, Pennsylvania) dated April 15, 2004, prepared by Environmental
     Strategies Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility
     located at Hobby Airport (7930 Airport Boulevard, Houston, Texas) dated
     April 15, 2004, prepared by Environmental Strategies Consulting LLC.


                                    Sch. 5.29



- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     Republic Airport (NYS Route 109, East Farmingdale, New York) dated April
     19, 2004, prepared by Environmental Strategies Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     New Orleans International Airport (4000 Bainbridge Drive, Kenner,
     Louisiana) dated April 13, 2004, prepared by Environmental Strategies
     Consulting LLC.

- -    Phase I Environmental Site Assessment of the Atlantic Aviation facility at
     New Orleans Lakefront Airport (8408 Igor Sikorsky Drive, New Orleans,
     Louisiana) dated April 13, 2004, prepared by Environmental Strategies
     Consulting LLC.

- -    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation Corporation, Inc. ("Atlantic
     Aviation") fixed base operation ("FBO") located at Chicago Midway Airport
     (5200 and 5236 West 63rd Street, Chicago, Cook County, Illinois)

- -    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at William P.
     Hobby Airport (7930 Airport Boulevard, Houston, Harris County, Texas) lease
     by AAC.

- -    Phase I Environmental Site Assessment dated November 17, 1999, prepared by
     C. H. Guernsey & Company for Million Air ("Million Air")
     Mini-Terminal/Reservation Facility located at Republic Airport in East
     Farmingdale, New York (District 100, Section 071, Block 1, Lot 5, Suffolk
     County, New York).

- -    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Philadelphia
     International Airport (8375 Enterprise Avenue, Philadelphia, Philadelphia
     County, Pennsylvania).

- -    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Teterboro
     Airport (233 Industrial Avenue, Bergen County, Teterboro, New Jersey).

- -    Phase I Environmental Site Assessment dated March 2000, prepared by Madison
     Environmental Services for Atlantic Aviation FBO located at Northeast
     Philadelphia Airport (2700 Grant Avenue, Philadelphia, Philadelphia County,
     Pennsylvania).

- -    Phase I Environmental Site Assessment dated February 24, 2000, prepared by
     C. H. Guernsey & Company for Million Air FBO located at Brainard Airport,
     Hartford, Hartford County, Connecticut (City of Hartford Parcel
     Identification 232003001).

- -    Phase I Environmental Site Assessment dated February 24, 2000, prepared by
     C. H. Guernsey & Company for Million Air storage and maintenance facilities
     located at Sikorsky Memorial Airport, Stratford, Fairfield County,
     Connecticut.

- -    Phase I Environmental Site Assessment dated December 2003, prepared by ENSR
     Corporation for Atlantic Aviation Services FBO located at Lakefront Airport
     (8227 Lloyd Stearman Drive, New Orleans, New Orleans Parish, Louisiana).


                                    Sch. 5.29



- -    Phase I Environmental Site Assessment dated December 2003, prepared by ENSR
     Corporation for Atlantic Aviation Services FBO located at New Orleans
     International Airport (200 Crofton Road, Kenner, Jefferson Parish,
     Louisiana).

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Sikorsky Memorial Airport
     (Main Street, Stratford, Connecticut)

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Republic Airport (NYS
     Route 109, East Farmingdale, New York)

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for FBO located at Brainard Airport (58 Lindbergh Drive,
     Hartford, Connecticut).

- -    Phase I Environmental Site Assessment dated April 2002, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at 7930 Airport Boulevard,
     Houston, Texas.

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Consulting and Engineering for Atlantic Aviation FBO located at 5200 and
     5236 West 63rd Street, Chicago, Illinois.

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at NE Philadelphia Airport,
     Philadelphia, Pennsylvania.

- -    Phase I Environmental Site Assessment dated April 2003, prepared by ENSR
     Corporation for Atlantic Aviation Corporation FBO located at Philadelphia
     International Airport (8375 Enterprise Avenue, Philadelphia, Pennsylvania
     19153)

- -    Phase I Environmental Site Assessment dated April 2002, prepared by ENSR
     Corporation for Atlantic Aviation FBO located at Teterboro Airport (233
     Industrial Avenue, Teterboro, New Jersey)

GENERAL AVIATION

- -    Environmental Strategies Consulting, 2004. Phase I Environmental Site
     Assessment Draft Report of Million Air FBO, Palm Springs International
     Airport, 145 South Gene Autry Trail, Palm Springs, CA. July 19, 2004.

- -    Earth Systems Southwest, 2002. Phase I Environmental Site Assessment
     Update, Million Air Facility, Palm Springs Airport, 145 South Gene Autry
     Trail, Palm Springs, CA. April 15, 2002.

- -    Earth Systems Southwest, 1999. Phase I Environmental Site Assessment
     Report, Million Air Fuel Storage Facility, Palm Springs Airport, Palm
     Springs, CA. September 15, 1999.


                                    Sch. 5.29



- -    Environmental Strategies Consulting, 2004. Phase I Environmental Site
     Assessment Draft Report of Newport Beach FBO, Newport Jet Center, John
     Wayne Airport, 19711 Campus Drive, Santa Ana, CA. July 19, 2004.

- -    SECOR International, 2002. Phase I Environmental Site Assessment Update
     Report, Newport Aviation Center, 19531, 19711, and 19851 Campus Drive, John
     Wayne Airport, Santa Ana, CA. April 19, 2002.

- -    SECOR International, 2000. Phase I Environmental Site Assessment Report,
     Newport Aviation Center, 19531, 19711, and 19851 Campus Drive, John Wayne
     Airport, Santa Ana, CA. November 7, 2000.

LAS VEGAS FBO

     Draft Phase I Environmental Site Assessment, Las Vegas FBO, Las Vegas
Executive Air Terminal, McCarren Int'l Airport, 275 East Tropicana Avenue, Las
Vegas Nevada (May 3, 2005).

AVPORTS

- -    Phase I Environmental Site Assessment of FBO 34th Street Metroport (499
     West 34th & FDR Drive, New York, New York) dated July 3, 2002, prepared by
     Environmental Strategies Corporation

- -    Phase I Environmental Site Assessment of FBO Avcenter leasehold (4313 Hewes
     Avenue, Gulfport Mississippi) dated July 8, 2002, prepared by Environmental
     Strategies Corporation.

- -    Phase I Environmental Site Assessment of American Ports Services, Inc. FBO
     Avcenter Standiford Field (1131 Standiford Avenue, Louisville, Kentucky)
     dated July 9, 2002, prepared by Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of FBO Aviation Center (300 Horizon
     Drive, Moon Township, Pennsylvania) dated July 10, 2002, prepared by
     Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of FBO Avcenter Facility (1130
     Airport Drive, South Burlington, Vermont) dated July 9, 2002, prepared by
     Environmental Strategies Corporation.


                                    Sch. 5.29



- -    Phase I Environmental Site Assessment of Amports (100 Atlantic City
     International Airport, Egg Harbor, New Jersey) dated July 3, 2002, prepared
     by Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of Amports Tweed New Haven Regional
     Airport (155 Burr Street, New Haven, Connecticut) dated July 3, 2002,
     prepared by Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of Amports Teterboro Airport (399
     Industrial Avenue, Teterboro, New Jersey) dated July 8, 2002, prepared by
     Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of Avcenter Leasehold (120 Old
     Churchman's Road, New Castle, Deleware) dated July 8, 2002, prepared by
     Environmental Strategies Corporation.

- -    Phase I Environmental Site Assessment of Amports Westchester County Airport
     (240 Airport Road, White Plains, New York) dated July 11, 2002, prepared by
     Environmental Strategies Corporation.

- -    Phase 1 Environmental Site Assessment East 34th Street Heliport, December
     2004.

- -    Limited Phase II Environmental Site Assessment Report for Aboveground
     Storage Tank Farm, Louisville International Airport, Kentucky.


                                    Sch. 5.29



                                                                 Schedule 6.2(a)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(A)

                              EXISTING INDEBTEDNESS

Letters of Credit

1. $273,036.00 letter of credit number SM212629W issued by Wachovia Bank,
National Association in favor of County of Orange expiring March 16, 2006.

2. $51,760.00 letter of credit number SM205312W issued by Wachovia Bank,
National Association in favor of City of Chicago expiring September 19, 2006.

3. $638,441.00 letter of credit number SM415409C issued by First Union National
Bank, expiring December 28, 2005 and supported by cash held on deposit at First
Union National Bank, in favor of the City of Philadelphia.

4. $261,706.00 letter of credit number 3060475 issued by Bank of America and
supported by cash held on deposit at Bank of America, in favor of Allegheny
County Airport Authority.

5. $50,000.00 letter of credit number 3052169 issued by Bank of America,
expiring October 31, 2006 and supported by cash held on deposit at Bank of
America, in favor of American Casualty Company of Reading, PA.

6. $1,000,000.00 letter of credit number 22703101120WLB issued by WestLB AG, New
York Branch and confirmed by National City (confirmation #: ECL068942), expiring
March 31, 2007 in favor of the Regional Airport Authority of Louisville and
Jefferson County.

Promissory Notes

1. That certain Promissory Term Note dated June 26, 2001, in the original
principal amount of $300,000 executed by General Aviation Corporation
(predecessor of General Aviation LLC) payable to Texaco Aviation Corporation
(now payable to Avfuel Corporation).

2. That certain Promissory Note dated August 5, 2002, in the original principal
amount of $534,073.12 executed by Executive Air Support, Inc. payable to
CHEVRONTEXACO Global Aviation.


                                  Sch. 6.2(a)-1


                                                                 Schedule 6.2(b)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(B)

                                 EXISTING LIENS



        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
- ----------------------   ----------------------   --------------------   --------------------   -------------------
                                                                                    
   ATLANTIC AVIATION       Secretary of State             UCC-1            General Electric           Equipment
 FLIGHT SUPPORT, INC.           Illinois            Filing # 1964092      Capital Corporation
                                                     Date: 3/23/2000

   ATLANTIC AVIATION     Secretary of State New           UCC-1            Progress Leasing      Furniture/Equipmant
 FLIGHT SUPPORT, INC.            Jersey            Filing # 5723280 FS          Company
                                                     Date: 8/20/2002

   ATLANTIC AVIATION       Secretary of State             UCC-1                 City of           Personal Property
  PHILADELPHIA, INC.            Delaware           Filing # 2032403 2    Philadelphia, acting     and all Fixtures
                                                     Date: 2/6/2002           through its          located at the
                                                                             Department of         Leased Premises
                                                                          Commerce, Division
                                                                              of Aviation

EXECUTIVE AIR SUPPORT,     Secretary of State             UCC-1          ChevronTexaco Global         Equipment
         INC.                   Delaware            Filing #2320678 0    Aviation, a Division       (2 vehicles)
                                                    Date: 12/23/1992      of Chevron U.S.A.,
                                                                                 Inc.

 NORTH AMERICA CAPITAL     Secretary of State             UCC-1              Yamaha Motor       Golf cart equipment:
    HOLDING COMPANY             Delaware            Filing #5325929 9      Corporation, USA         JUO-0103414;
                                                    Date: 10/20/2005                                JUO-0103476;
                                                                                                  JUO-0103416; and
                                                                                                    JUO-0103477.

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132616           Co., L.P.
                                                    Date: 06/06/2002

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132628           Co., L.P.
                                                    Date: 06/06/2002

  FLIGHTWAYS OF LONG       Department of State            UCC-1           Aviation Equipment          Equipment
     ISLAND, INC.               New York             Filing # 132631           Co., L.P.
                                                    Date: 06/06/2002

   ATLANTIC AVIATION       Department of State          Tax Lien          Department of State       Tax Lien for
      CORPORATION               New York              Warrant ID#:                                    $2,107.08
                                                   E-004516628-W001-6
                                                        7/18/2005

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4304822 FS    Equipment Finance,
                                                    Date: 12/13/2000       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4375852 FS    Equipment Finance,
                                                    Date: 04/26/2001       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1               Wells Fargo             Equipment
      CORPORATION               Illinois           Filing # 4382602 FS    Equipment Finance,
                                                    Date: 05/10/2001       Inc., as assignee

   ATLANTIC AVIATION       Secretary of State             UCC-1            Arc Distributors           Equipment
      CORPORATION               Illinois           Filing # 9985328 FS
                                                    Date: 07/07/2005



                                  Sch. 6.2(b)-1





        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
- ----------------------   ----------------------   --------------------   --------------------   -------------------
                                                                                    
   ATLANTIC AVIATION       Secretary of State             UCC-1             Siemens Credit         Communications
      CORPORATION               Delaware            Filing # 0002944          Corporation             equipment
                                                    Date: 01/14/2000

   ATLANTIC AVIATION       Secretary of State             UCC-1             Canon Financial         Fax equipment
      CORPORATION               Delaware            Filing # 10017637       Services, Inc.
                                                    Date: 12/29/2000

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 10155486       Services, Inc.            equipment
                                                    Date: 02/23/2001

   ATLANTIC AVIATION       Secretary of State             UCC-1          Court Square Leasing     Office furniture
      CORPORATION               Delaware            Filing # 10273503            Corp.
                                                    Date: 03/22/2001

   ATLANTIC AVIATION       Secretary of State             UCC-1           Aviation Equipment      Aircraft refueler
      CORPORATION               Delaware            Filing # 21663743          Co., L.P.           and associated
                                                    Date: 06/06/2002                                  equipment

   ATLANTIC AVIATION       Secretary of State             UCC-1           Aviation Equipment      Aircraft refueler
      CORPORATION               Delaware            Filing # 21664691          Co., L.P.           and associated
                                                    Date: 06/06/2002                                  equipment

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 33299800       Services, Inc.            equipment
                                                    Date: 12/15/2003

   ATLANTIC AVIATION       Secretary of State             UCC-1            Siemens Financial       Communications
      CORPORATION               Delaware            Filing # 40319717       Services, Inc.            equipment
                                                    Date: 02/05/2004

   ATLANTIC AVIATION       Secretary of State             UCC-1           US Express Leasing,     Camera and video
      CORPORATION               Delaware            Filing # 51759589            Inc.                 equipment
                                                    Date: 06/08/2005

  MACQUARIE AVIATION       Department of State          Tax Lien          Department of State   Tax Lien for $928.01
 NORTH AMERICA 2 INC.           New York              Warrant ID#:
                                                   E-023599249-W003-1
                                                        10/3/2005

  MACQUARIE AVIATION       Department of State          Tax Lien          Department of State     Tax Lien for $100
 NORTH AMERICA 2 INC.           New York              Warrant ID#:
                                                   E-023599249-W004-5
                                                        10/3/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1              Hancock Bank             Equipment
 NORTH AMERICA 2 INC.          Mississippi        Filing #20050089105A
                                                    Date: 05/09/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Inter-Tel Leasing,       Communications
 NORTH AMERICA 2 INC.           Delaware            Filing # 30663685            Inc.                 equipment
                                                    Date: 03/18/2003

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,    Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 51061804            Inc.                  deicer)
                                                    Date: 03/29/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,     Equipment (floor
 NORTH AMERICA 2 INC.           Delaware            Filing # 51157594            Inc.                 scrubber)
                                                    Date: 04/08/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Fortbrand Services,     Equipment (ground
 NORTH AMERICA 2 INC.           Delaware            Filing # 53247492            Inc.               power units)
                                                    Date: 10/20/2005



                                  Sch. 6.2(b)-2





        ENTITY                JURISDICTION            FILINGS/DATE           SECURED PARTY           COLLATERAL
- ----------------------   ----------------------   --------------------   --------------------   -------------------
                                                                                    
  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615276         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615334         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615359         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615425         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615482         Corporation             refueler)
                                                    Date: 11/22/2005

  MACQUARIE AVIATION       Secretary of State             UCC-1           Commercial Leasing     Equipment (aircraft
 NORTH AMERICA 2 INC.           Delaware            Filing # 53615730         Corporation             refueler)
                                                    Date: 11/22/2005



                                  Sch. 6.2(b)-3



                                                                 Schedule 6.2(e)
                                                               to Loan Agreement

                                 SCHEDULE 6.2(E)

                              EXISTING INVESTMENTS

None.


                                  Sch. 6.2(e)-1

EX-10.29

                                                                   EXHIBIT 10.29
                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

                          dated as of November 17, 2005

                                      among

                               HGC HOLDINGS, LLC,
                                  as Borrower,

                          MACQUARIE GAS HOLDINGS, LLC,
                              as Original Signatory

                         THE LENDERS (as herein defined)

                                       and

                         DRESDNER BANK AG LONDON BRANCH,
                            as Administrative Agent,

                                   ----------

                     DRESDNER KLEINWORT WASSERSTEIN LIMITED,
                                as Lead Arranger



                                TABLE OF CONTENTS



                                                                                           Page
                                                                                           ----
                                                                                        
ARTICLE I INTERPRETATION................................................................     1
   Section 1.1   Definitions............................................................     1
   Section 1.2   Terms Generally........................................................    22

ARTICLE II THE CREDIT FACILITIES........................................................    23
   Section 2.1   Loan Facility..........................................................    23
   Section 2.2   Interest...............................................................    24
   Section 2.3   Interest Periods.......................................................    25
   Section 2.4   Repayment of Loans.....................................................    25
   Section 2.5   Use of Proceeds of Loans...............................................    25
   Section 2.6   Termination or Reduction of Commitments................................    25
   Section 2.7   Prepayments............................................................    26
   Section 2.8   Fees...................................................................    28
   Section 2.9   Evidence of Indebtedness; Notes........................................    28
   Section 2.10  Payments Generally.....................................................    29
   Section 2.11  Sharing of Payments....................................................    29

ARTICLE III TAXES AND YIELD PROTECTION..................................................    30
   Section 3.1   Taxes..................................................................    30
   Section 3.2   Alternate Rate of Interest.............................................    31
   Section 3.3   Illegality.............................................................    31
   Section 3.4   Increased Costs........................................................    32
   Section 3.5   Funding Losses.........................................................    33
   Section 3.6   Duty to Mitigate; Replacement of Lenders...............................    33
   Section 3.7   Survival...............................................................    34

ARTICLE IV CONDITIONS PRECEDENT.........................................................    34
   Section 4.1   Conditions Precedent to Borrowing of Loans.............................    34

ARTICLE V REPRESENTATIONS AND WARRANTIES................................................    39
   Section 5.1   Due Incorporation, Qualification, etc..................................    40
   Section 5.2   Authority..............................................................    40
   Section 5.3   Enforceability.........................................................    40
   Section 5.4   Non-Contravention......................................................    40
   Section 5.5   Approvals..............................................................    40
   Section 5.6   No Violation or Default................................................    41
   Section 5.7   Litigation.............................................................    41
   Section 5.8   Possession Under Leases; Title.........................................    42
   Section 5.9   Financial Statements...................................................    42
   Section 5.10  Creation, Perfection and Priority of Liens.............................    42
   Section 5.11  Equity Securities......................................................    42
   Section 5.12  No Agreements to Sell Assets; Etc......................................    43
   Section 5.13  Employee Benefit Plans.................................................    43
   Section 5.14  Other Regulations......................................................    44
   Section 5.15  Patent and Other Rights................................................    44




                                TABLE OF CONTENTS
                                   (Continued)



                                                                                           Page
                                                                                           ----
                                                                                        
   Section 5.16  Governmental Charges; Taxes............................................    44
   Section 5.17  Margin Stock...........................................................    45
   Section 5.18  Subsidiaries, Etc......................................................    45
   Section 5.19  Solvency, Etc..........................................................    45
   Section 5.20  Labor Matters..........................................................    45
   Section 5.21  Contracts..............................................................    45
   Section 5.22  No Material Adverse Effect.............................................    46
   Section 5.23  Accuracy of Information Furnished......................................    46
   Section 5.24  Brokerage Commissions..................................................    46
   Section 5.25  Policies of Insurance..................................................    46
   Section 5.26  Priority of Obligations................................................    47
   Section 5.27  Bank Accounts and Securities Accounts..................................    47
   Section 5.28  Agreements with Affiliates.............................................    47
   Section 5.29  Existing Indebtedness; Existing Liens..................................    47

ARTICLE VI AFFIRMATIVE COVENANTS........................................................    47
   Section 6.1   Financial Statements; Operating Reports; Financial Certifications......    47
   Section 6.2   Other Notices and Reports..............................................    49
   Section 6.3   Books and Records......................................................    50
   Section 6.4   Inspections............................................................    50
   Section 6.5   Insurance..............................................................    50
   Section 6.6   Governmental Charges...................................................    52
   Section 6.7   Use of Proceeds........................................................    52
   Section 6.8   General Business Operations............................................    52
   Section 6.9   Compliance with Legal Requirements and Contractual Obligations.........    52
   Section 6.10  Additional Collateral..................................................    52
   Section 6.11  Lender Hedging Agreements..............................................    53
   Section 6.12  Preservation of Security Interests.....................................    53
   Section 6.13  Event of Loss..........................................................    53
   Section 6.14  Priority of Obligations................................................    53
   Section 6.15  Distributions of TGC...................................................    53

ARTICLE VII NEGATIVE COVENANTS..........................................................    53
   Section 7.1   Indebtedness and Guarantee Obligations.................................    53
   Section 7.2   Liens, Negative Pledges................................................    54
   Section 7.3   Asset Dispositions.....................................................    54
   Section 7.4   Mergers, Acquisitions, Etc.............................................    55
   Section 7.5   Investments............................................................    55
   Section 7.6   Distributions..........................................................    55
   Section 7.7   Change in Business.....................................................    55





                                TABLE OF CONTENTS
                                   (Continued)



                                                                                           Page
                                                                                           ----
                                                                                        
   Section 7.8   ERISA..................................................................    55
   Section 7.9   Transactions with Affiliates...........................................    56
   Section 7.10  Accounts...............................................................    56
   Section 7.11  Accounting Changes.....................................................    56
   Section 7.12  Amendments of Material Documents.......................................    56
   Section 7.13  Joint Ventures.........................................................    57
   Section 7.14  Management Fees........................................................    57
   Section 7.15  Jurisdiction of Formation..............................................    57
   Section 7.16  Sales and Leaseback; Off-Balance Sheet Financing.......................    57
   Section 7.17  Capital Expenditures...................................................    57
   Section 7.18  Foreign Assets Control Regulations.....................................    58
   Section 7.19  Backward Interest Coverage Ratio.......................................    58

ARTICLE VIII EVENTS OF DEFAULT; REMEDIES................................................    58
   Section 8.1   Events of Default......................................................    58
   Section 8.2   Remedies Upon Event of Default.........................................    61

ARTICLE IX AGENTS.......................................................................    61
   Section 9.1   Appointment and Authorization of Agents................................    61
   Section 9.2   Delegation of Duties...................................................    62
   Section 9.3   Liability of Agents....................................................    62
   Section 9.4   Reliance by Agents.....................................................    62
   Section 9.5   Notice of Default......................................................    63
   Section 9.6   Credit Decision; Disclosure of Information.............................    63
   Section 9.7   Indemnification........................................................    64
   Section 9.8   Agents in their Individual Capacities..................................    64
   Section 9.9   Successor Administrative Agent.........................................    64
   Section 9.10  Lead Arranger..........................................................    65

ARTICLE X HEDGING ARRANGEMENTS..........................................................    65
   Section 10.1  Hedging Payments.......................................................    65
   Section 10.2  Voluntary Termination..................................................    65
   Section 10.3  Involuntary Termination or Reduction...................................    66
   Section 10.4  Agreement to be Bound by Loan Documents; Benefit of Lien of Security
                 Documents..............................................................    66

ARTICLE XI MISCELLANEOUS................................................................    66
   Section 11.1  Amendments; Waivers....................................................    66
   Section 11.2  Notices................................................................    67
   Section 11.3  Expenses; Indemnity; Damage Waiver.....................................    69
   Section 11.4  Successors and Assigns.................................................    71
   Section 11.5  Confidentiality........................................................    73




                                TABLE OF CONTENTS
                                   (Continued)



                                                                                           Page
                                                                                           ----
                                                                                        
   Section 11.6  Limitation on Interest.................................................    74
   Section 11.7  Right of Setoff........................................................    74
   Section 11.8  Nonliability of Lenders................................................    74
   Section 11.9  Integration............................................................    75
   Section 11.10 Governing Law..........................................................    75
   Section 11.11 Submission To Jurisdiction; WAIVER OF JURY TRIAL.......................    75
   Section 11.12 Severability...........................................................    76
   Section 11.13 Headings...............................................................    76
   Section 11.14 Counterparts...........................................................    76

ARTICLE XII INTERIM PROVISIONS..........................................................    76
   Section 12.1  Representations, Warranties and Covenants of MGH.......................    76
   Section 12.2  Certain Rights and Obligations.........................................    76
   Section 12.3  Covenants of MGH.......................................................    77
   Section 12.4  Governmental Authorizations............................................    77


SCHEDULES:
Schedule 2.1       Commitments and Pro Rata Shares
Schedule 5.5       Approvals
Schedule 5.7       Litigation and Proceedings
Schedule 5.8       Leases
Schedule 5.13      Employee Benefit Plans
Schedule 5.15      Intellectual Property
Schedule 5.21      Contracts
Schedule 5.25      Policies of Insurance
Schedule 5.27      Bank Accounts and Securities Accounts
Schedule 5.28      Agreements with Affiliates
Schedule 5.29(a)   Existing Indebtedness
Schedule 5.29(b)   Existing Liens
Schedule 7.5       Existing Investments
Schedule 7.8       ERISA Exceptions

EXHIBITS:
EXHIBIT A   Form of Borrowing Request
EXHIBIT B   Form of Note
EXHIBIT C   Form of Compliance Certificate
EXHIBIT D   Form of Control Agreement
EXHIBIT E   Form of Assignment and Assumption
EXHIBIT F   Form of Intercreditor Agreement


     LOAN AGREEMENT (this "Agreement"), dated as of November 17, 2005 among HGC
HOLDINGS, LLC, a Hawaii limited liability company (the "Borrower"); MACQUARIE
GAS HOLDINGS LLC, a Delaware limited liability company ("MGH"); the Lenders from
time to time parties hereto; and DRESDNER BANK AG LONDON BRANCH, as
Administrative Agent for the Lenders (in such capacity, the "Administrative
Agent").

                                    RECITALS

     A. The indirect parent of MGH has entered into the Acquisition Agreement,
and assigned its rights in and under the Acquisition Agreement to MGH.

     B. MGH has requested that the Lenders provide loans to partially finance
the acquisition by MGH from Seller of 100% of the membership interests in K-1
HGC Investment, L.L.C., a Delaware limited liability company, which will
indirectly own as of the closing of such acquisition 100% of the membership
interests in The Gas Company, LLC a Hawaii limited liability company.

     C. The Lenders are willing to provide such financing to the Borrower
subject to and upon the terms and conditions set forth herein.

     The parties hereto agree as follows:

                                   ARTICLE I
                                 INTERPRETATION

     Section 1.1 Definitions. Unless otherwise indicated in this Agreement or
any other Loan Document, each term set forth below, when used in this Agreement
or any other Loan Document, shall have the respective meaning given to that term
below:

     "Acquisition" means the consummation of the purchase of all of the
outstanding Equity Securities of K-1 by MGH pursuant to the Acquisition
Agreement.

     "Acquisition Agreement" means the Purchase Agreement dated as of August 2,
2005 by and between k1 Ventures Limited, a company formed under the laws of
Singapore, K-1 HGC Investment, L.L.C., a Delaware limited liability company, and
Macquarie Investment Holdings, Inc., a Delaware corporation ("MIH"), as amended
by the First Amendment to Purchase Agreement dated August 17, 2005 and the
Second Amendment to Purchase Agreement dated October 21, 2005, and as assigned
by MIH to MIC, and further assigned by MIC to MGH.

     "Acquisition Documents" means the Acquisition Agreement and each of the
documents delivered or to be delivered by the parties thereto under the
Acquisition Agreement on or prior to the consummation thereof.

     "Administrative Agent" means Dresdner Bank AG, London Branch, in its
capacity as administrative agent for the Lenders under the Loan Documents, and
any successor administrative agent appointed pursuant to the terms of this
Agreement.



     "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "Affiliate" of a particular Person means, at any time, (a) any other Person
directly or indirectly Controlling, Controlled by, or under common Control with,
such Person and (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of securities having ordinary voting power
for the election of directors or other members of the governing body of a
corporation or other Person, or 10% or more of any partnership or other
ownership interests of any other Person. Under no circumstances shall the
Administrative Agent or the Collateral Agent be considered to be an Affiliate of
any Person solely because any Transaction Document contemplates that any of them
may request or act at the instruction of any such Person or such Person's
Affiliate.

     "Agents" means each of the Administrative Agent and the Collateral Agent.

     "Applicable Margin" means, for each day, with respect to each Loan, 0.60%
until the fifth anniversary of the Effective Date and 0.70% thereafter.

     "Applicable Percentage" means, at any time, an amount expressed as a
percentage equal to a Financing Party's Outstanding Exposure divided by the
aggregate then Outstanding Exposure of all Financing Parties.

     "Assignment and Assumption" means an Assignment and Assumption in the form
of Exhibit H or any other form approved by the Administrative Agent.

     "Available Commitment" means, as to any Lender, at any time, an amount
equal to the excess, if any, of (a) the amount of such Lender's aggregate
Commitment, minus (b) the aggregate principal amount of all Loans made by such
Lender prior to such time, minus (c) any portion of the Commitment of such
Lender terminated pursuant to Section 2.7 of this Agreement.

     "Backward Interest Coverage Ratio" means, as of any Calculation Date, the
Interest Coverage Ratio for the Calculation Period ending on such Calculation
Date.

     "Bankruptcy Proceeding" means (a) any voluntary or involuntary case or
proceeding under title 11 of the United States Code (11 U.S.C. 101 et seq.), as
amended from time to time and any successor statute, (b) any other voluntary or
involuntary insolvency, reorganization, bankruptcy, receivership, liquidation,
reorganization, moratorium or other similar case or proceeding, (c) any
liquidation, dissolution, or winding up of the Borrower or its Subsidiaries, or
(d) any assignment for the benefit of creditors.

     "Base Case Projections" means the initial Projections prepared by MGH prior
to the signing of this Agreement and audited by the Model Auditor.

     "Borrower" has the meaning specified in the preamble to this Agreement.

     "Borrowing" means a borrowing consisting of simultaneous Loans made by the
Lenders pursuant to this Agreement.


                                       2



     "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.1 of this Agreement.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in London or New York are authorized or required by law
to remain closed; provided that, when used in connection with a LIBOR Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.

     "Business Plan" means a business plan for the Borrower reasonably
satisfactory to the Administrative Agent prepared by management of the Borrower
and updated annually.

     "Calculation Date" means the last day of each fiscal quarter of TGC;
provided, however, that with respect to any determination of the Backward
Interest Coverage Ratio required under this Agreement "Calculation Date" shall
not include any such date occurring prior to the first anniversary of the
Effective Date.

     "Calculation Period" means any period of four consecutive fiscal quarters
of TGC.

     "Capital Expenditure" means any investment in Property constituting capital
assets and not accounted for as an expense.

     "Capital Lease" means any lease which in accordance with GAAP is required
to be capitalized on the balance sheet of the Borrower or its Subsidiaries, and
the amount of these obligations shall be the amount so capitalized.

     "Cash Equivalents" means:

          (a) Direct obligations of, or obligations the principal and interest
on which are unconditionally guaranteed by, the United States of America or
obligations of any agency of the United States of America to the extent such
obligations are backed by the full faith and credit of the United States of
America, in each case maturing within one year from the date of acquisition
thereof;

          (b) Certificates of deposit maturing within one year from the date of
acquisition thereof issued by a commercial bank or trust company organized under
the laws of the United States of America or a state thereof or that is a Lender;
provided that (i) such deposits are denominated in Dollars, (ii) such bank or
trust company has capital, surplus and undivided profits of not less than
$100,000,000 and (iii) such bank or trust company has certificates of deposit or
other debt obligations rated at least A-1 (or its equivalent) by Standard and
Poor's or P-1 (or its equivalent) by Moody's;

          (c) Open market commercial paper maturing within 270 days from the
date of acquisition thereof issued by a corporation organized under the laws of
the United States of America or a state thereof, provided such commercial paper
is rated at least A-1 (or its equivalent) by Standard and Poor's or P-1 (or its
equivalent) by Moody's; and


                                       3



          (d) Any repurchase agreement entered into with a commercial bank or
trust company organized under the laws of the United States of America or a
state thereof or that is a Lender; provided that (i) such bank or trust company
has capital, surplus and undivided profits of not less than $100,000,000, (ii)
such bank or trust company has certificates of deposit or other debt obligations
rated at least A-1 (or its equivalent) by Standard and Poor's or P-1 (or its
equivalent) by Moody's, (iii) the repurchase obligations of such bank or trust
company under such repurchase agreement are fully secured by a perfected
security interest in a security or instrument of the type described in clause
(a), (b) or (c) above and (iv) such security or instrument so securing the
repurchase obligations has a fair market value at the time such repurchase
agreement is entered into of not less than 100% of such repurchase obligations.

     "Change in Control" means the occurrence of any of the following: (a) the
failure of MIC or another fund or funds managed or controlled by Macquarie Bank
Limited or a direct or indirect Subsidiary thereof to (i) own at least 75%,
directly or indirectly, of the Equity Securities of the Borrower, or (ii) hold
the power, directly or indirectly, to direct or cause the direction of the
management and policies of the Borrower, whether through ownership of voting
securities, by contract, management agreement, or common directors, officers or
trustees or otherwise, or (b) the failure of the Borrower to own 100% of the
Equity Securities of the TGC.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 3.4(b) of this Agreement, by any lending office of such Lender or by
such Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

     "Claim" has the meaning set forth in Section 11.3(c) of the Agreement.

     "Collateral" means all Property of the Loan Parties now owned or hereafter
acquired, except for those assets that, in the Administrative Agent's reasonable
opinion, have a value that is insignificant in relation to the cost of
perfection.

     "Collateral Agent" means Dresdner Bank AG London Branch, its successors and
assigns, in its capacity as collateral agent under the Security Documents.

     "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Loans to the Borrower pursuant to Section 2.1 of this Agreement,
in an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 2.1 attached to this
Agreement under the heading "Commitment" or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement.

     "Commitment Period" means, with respect to the Commitments, the period from
and including the date hereof to the earliest to occur of (a) the Commitment
Termination Date,


                                       4



(b) the date on which the Available Commitments are reduced to zero, and (c) any
date of termination of the aggregate Commitments.

     "Commitment Termination Date" means the earliest of (i) the Effective Date
(immediately after the Borrowing), (ii) any date on which the Acquisition
Agreement is terminated, and (iii) October 31, 2006 if the Effective Date does
not occur prior to such date.

     "Computer Model" means the computer model delivered to the Administrative
Agent pursuant to Section 4.1(k) of this Agreement used to produce the Base Case
Projections.

     "Consolidated EBITDA" means, for any period, the sum of: (a) consolidated
Net Income of the Loan Parties for such period, (b) consolidated Interest
Expense of the Loan Parties for such period, (c) consolidated depreciation and
amortization of the Loan Parties for such period, and (d) consolidated income
tax expense of the Loan Parties for such period, in each case to the extent
deducted in the determination of consolidated Net Income of the Loan Parties and
in each case as determined in accordance with GAAP.

     "Consolidated Financial Statements" means, with respect to any accounting
period for any Person, a balance sheet of such Person and its Subsidiaries as of
the end of such period, and statements of income, retained earnings,
shareholders' equity or partners' capital and cash flows of such Person and its
Subsidiaries for such period, setting forth in each case in comparative form
figures as of the last day of, and for, the corresponding period in the
preceding fiscal year, if such period is less than a full fiscal year or,
corresponding figures as of the last day of, and for, the preceding fiscal year,
all prepared in reasonable detail and on a consolidated basis in accordance with
GAAP consistently applied.

     "Consolidating Financial Statements" means, with respect to any accounting
period for any Person, a balance sheet of such Person and its Subsidiaries as of
the end of such period, and statements of income, retained earnings,
shareholders' equity or partners' capital and cash flows of such Person and its
Subsidiaries for such period, setting forth in each case in comparative form
figures as of the last day of, and for, the corresponding period in the
preceding fiscal year, if such period is less than a full fiscal year or,
corresponding figures as of the last day of, and for, the preceding fiscal year,
all prepared in reasonable detail and on a consolidating basis in accordance
with GAAP consistently applied, reflecting balance sheet, income statement and
cash flow items for each of such Person and its Subsidiaries and intercompany
eliminations.

     "Contingent Obligation" means, with respect to any Person, any direct or
indirect obligation or liability, contingent or otherwise, of that Person (i) in
respect of any Surety Instrument issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings or payments,
(ii) as a partner or joint venturer in any partnership or joint venture, (iii)
to purchase any materials, supplies or other Property from, or to obtain the
services of, another Person if the relevant contract or other related document
or obligation requires that payment for such materials, supplies or other
Property, or for such services, shall be made regardless of whether delivery of
such materials, supplies or other Property is ever made or tendered, or such
services are ever performed or tendered, or (iv) in respect to any Hedging
Agreement that is not entered into in connection with a bona fide hedging
operation that provides


                                       5



offsetting benefits to such Person; provided however, that such obligations or
liabilities shall be included as a "Contingent Obligation" only to the extent
such obligation or liability has been reduced to a monetary amount, claim or
judgment.

     "Contractual Obligation" of any Person means, any indenture, note, lease,
loan agreement, security, deed of trust, mortgage, security agreement, guaranty,
instrument, contract, agreement or other form of contractual obligation or
undertaking to which such Person is a party or by which such Person or any of
its Property is bound.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. The
terms "Controlling" "Controlled by" and "under common Control with" have
meanings correlative to the foregoing.

     "Control Agreement" means, with respect to any deposit account or
securities account, an agreement effective to perfect the security interest of
the Collateral Agent in such account by "control" (within the meaning of the
applicable Uniform Commercial Code), having terms and provisions satisfactory to
the Administrative Agent, among the Borrower or its Subsidiaries, the Collateral
Agent and the bank or securities intermediary at which such account is
maintained.

     "Default" means any event or occurrence, which, with the passage of time or
the giving of notice or both, would become an Event of Default.

     "Disbursement Date" means the Effective Date.

     "Distributions" means dividends (in cash, Property or obligations) on, or
other payments or distributions on account of, or the setting apart of money for
a sinking or other analogous fund for, or the purchase, redemption, retirement
or other acquisition of, any shares of any class of stock of the Borrower or its
Subsidiaries or of any warrants, options or other rights to acquire the same (or
to make any payments to any Person, such as "phantom stock" payments, where the
amount is calculated with reference to the fair market or equity value of the
Borrower or its Subsidiaries).

     "Dollars" or the sign "$" means United States dollars or other lawful
currency of the United States.

     "EBITDA" means, for any period, the sum of: (a) Net Income of TGC and its
Subsidiaries for such period, (b) Interest Expense of TGC and its Subsidiaries
for such period, (c) depreciation and amortization of TGC and its Subsidiaries
for such period, and (d) income tax expense of TGC and its Subsidiaries for such
period, in each case to the extent deducted in the determination of Net Income
of TGC and its Subsidiaries and in each case as determined in accordance with
GAAP.

     "Effective Date" means the date on which the Loans are advanced to the
Borrower.

     "Eligible Assignee" means (a) a commercial bank organized under the laws of
the United States, or any State thereof; (b) a commercial bank organized under
the laws of any other


                                       6



country; (c) a finance company, insurance company or other financial
institution, or (d) a fund which is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business.

     "Employee Benefit Plan" means any employee benefit plan within the meaning
of section 3(3) of ERISA maintained or contributed to by the Borrower or its
Subsidiaries, other than a Multiemployer Plan.

     "Environmental Damages" means all claims, judgments, damages, losses,
penalties, liabilities (including strict liability), costs and expenses,
including costs of investigation, remediation, defense, settlement and
reasonable attorneys' fees and consultants' fees, that are incurred at any time
as a result of the existence of any Hazardous Materials upon, about or beneath
any real property owned by the Borrower or its Subsidiaries or migrating or
threatening to migrate to or from any such real property, or arising from any
investigation or proceeding in which the Borrower or its Subsidiaries is alleged
to be liable for the release or threatened release of Hazardous Materials or for
any violation of Environmental Laws.

     "Environmental Laws" means the Clean Air Act, 42 U.S.C. Section 7401 et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.;
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et
seq.; the Comprehensive Environment Response, Compensation and Liability Act of
1980 (including the Superfund Amendments and Reauthorization Act of 1986,
"CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
Section 651; the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, 30 U.S.C.
Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et
seq.; and all other Governmental Rules relating to environmental, health, safety
and land use matters, including all Governmental Rules pertaining to the
reporting, licensing, permitting, transportation, storage, disposal,
investigation or remediation of emissions, discharges, releases, or threatened
releases of Hazardous Materials into the air, surface water, groundwater or
land, or relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation or handling of Hazardous Materials.

     "Equity Securities" of any Person means (a) all common stock, preferred
stock, participations, shares, partnership interests, limited liability company
interests or other equity interests in and of such Person (regardless of how
designated and whether or not voting or non-voting) and (b) all warrants,
options and other rights to acquire any of the foregoing.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ERISA Affiliate" means (i) following the indirect acquisition of the
Borrower by MGH, any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b)
or (c) of the IRC or, solely for purposes of Section 302 of ERISA and Section
412 of the IRC, is treated as a single employer under Section 414 of the IRC,
and (ii) prior to the indirect acquisition of the TGC by MGH, HGC and TGC.


                                       7



     "Event of Default" means any of the events specified in Section 8.1 of this
Agreement.

     "Event of Loss" means (a) any loss or destruction of, damage to or casualty
relating to all or any part of the Property of the Borrower or its Subsidiaries;
or (b) any condemnation or other taking (including by eminent domain) of all or
any part of such Property.

     "Excess Cash Flow" means, as of any Calculation Date, the sum (without
duplication) of:

     (a) Net Income of the Borrower for the fiscal quarter ending on such
Calculation Date, adjusted to include any extraordinary gains or losses; plus

     (b) depreciation, amortization and other non-cash charges or losses
deducted in determining Net Income of the Borrower for such fiscal quarter; plus

     (c) the sum of (i) the amount, if any, by which Net Working Capital
decreased during such fiscal quarter plus (ii) the net amount, if any, by which
the consolidated deferred revenues of the Borrower increased during such fiscal
quarter; minus

     (d) the sum of (i) any non-cash gains included in determining such Net
Income for such fiscal quarter plus (ii) the amount, if any, by which Net
Working Capital increased during such fiscal quarter plus (iii) the net amount,
if any, by which the deferred revenues of the Borrower decreased during such
fiscal quarter; minus

     (e) Capital Expenditures for such fiscal quarter (except to the extent
attributable to the incurrence of capital lease obligations or otherwise
financed by incurring Indebtedness); minus

     (f) the aggregate principal amount of Indebtedness repaid or prepaid by the
Borrower during such fiscal quarter, excluding repayments or prepayments of the
Indebtedness financed by incurring other Indebtedness.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower under any Loan Document, (a) income, franchise or
similar taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, or by any
jurisdiction as a result of a connection between the Administrative Agent, such
Lender or such other recipient of any payment and such jurisdiction (other than
a connection resulting solely from negotiating, executing, delivering or
performing its obligations or receiving a payment under, or enforcing, this
Agreement, any Note or any other Loan Document), or any taxes attributable to a
Lender's failure to comply with Section 3.1(g) of this Agreement, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 3.6(b) of this Agreement), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender's failure to comply with Section 3.1(e)
of this Agreement, except to the extent that such


                                       8



Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 3.1(a) of this Agreement.

     "Federal Funds Rate" means, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for such next succeeding Business Day, the average of the quotations
for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

     "Financial Statements" means, with respect to any accounting period for any
Person, the Consolidated Financial Statements and Consolidating Financial
Statements of such Person for such period.

     "Financing Parties" means, collectively, the Administrative Agent, the
Lenders, individually, and acting by and through the Administrative Agent, and
the Hedging Banks.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia.

     "GAAP" means generally accepted accounting principles in the United States
in effect on the date hereof.

     "Governmental Authority" means any nation, state, sovereign, or government,
any federal, regional, state, local or political subdivision and any other
entity exercising executive, legislative, judicial, regulatory or administrative
powers or functions of or pertaining to government.

     "Governmental Authorization" means any permit, license, registration,
approval, finding of suitability, authorization, plan, directive, order,
consent, exemption, waiver, consent order or consent decree of or from, or
notice to, action by or filing with, any Governmental Authority, including
siting and operating permits and licenses and any of the foregoing under any
applicable Environmental Law.

     "Governmental Charges" means, with respect to any Person, all levies,
assessments, fees, claims or other charges imposed by any Governmental Authority
upon such Person or any of its Property or otherwise payable by such Person.

     "Governmental Rule" means any law, rule, regulation, ordinance, order, code
interpretation, judgment, decree, directive, Governmental Authorization or any
policy, guidance or similar interpretative advice of any Governmental Authority.


                                       9



     "Guarantee Obligations" means, for any Person, without duplication, any
financial obligation, contingent or otherwise, of such Person guaranteeing or
otherwise supporting any Indebtedness or other obligation for borrowed money of
any other Person in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purposes of assuring the owner of such Indebtedness of the
payment of such Indebtedness, (iii) to maintain working capital, equity capital,
available cash or other financial statement condition or the primary obligor so
as to enable the primary obligor to pay such Indebtedness, (iv) to provide
equity capital under or in respect of equity subscription arrangements to pay
such Indebtedness (to the extent that such obligation to provide equity capital
does not otherwise constitute Indebtedness), or (v) to perform, or arrange for
the performance of, any non-monetary obligations or non-funded debt payment
obligations of the primary obligor. The amount of any Guarantee Obligation shall
be deemed equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made or, if not stated or if
indeterminable, the maximum liability in respect thereof.

     "Hazardous Materials" means all pollutants, contaminants and other
materials, substances and wastes which are hazardous, toxic, caustic, harmful or
dangerous to human health or the environment, including petroleum and petroleum
products and byproducts, radioactive materials, asbestos, polychlorinated
biphenyls and all materials, substances and wastes which are classified or
regulated as "hazardous," "toxic" or similar descriptions under any
Environmental Law; provided that for purposes of this Agreement, "Hazardous
Materials" shall not include commercially reasonable amounts of such materials
used in the ordinary course of the Loan Parties' businesses in accordance with
applicable Environmental Laws.

     "Hedging Agreement" means any agreement with respect to any swap, cap,
collar, hedge, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions.

     "Hedging Banks" means Dresdner Bank AG, London Branch and Macquarie Bank
Limited and their respective successors and assigns, as counterparties under the
Lender Hedging Agreements contemplated in accordance with Section 4.1(c) of this
Agreement.

     "Hedging Obligations" means, collectively, the payment of (a) all scheduled
amounts payable to the Hedging Banks by the Borrower, as the fixed-rate payor,
under the Hedging Agreements (including interest accruing after the date of any
filing by the Borrower of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceeding with respect to the Borrower), net
of all scheduled amounts payable to the Borrower by such Hedging Banks as
floating-rate payor, and (b) all other indebtedness, fees, indemnities and other
amounts payable by the Borrower to the Hedging Banks under such Hedging
Agreements; provided that Hedging Obligations shall not include Hedging
Termination Obligations.


                                       10



     "Hedging Termination Obligations" means the aggregate amount of (i) Hedging
Obligations payable to the Hedging Banks by the Borrower, as the fixed rate
payor, upon the early unwind of all or a portion of the Hedging Agreements, net
of all amounts payable to the Borrower by such Hedging Banks, as floating-rate
payor thereunder, plus (ii) any penalty payments or other payments in the form
of unwind fees payable in connection with an early unwind.

     "Hedging Transaction" means any interest rate protection agreement,
interest rate swap transaction, interest rate "cap" or "collar" transaction,
interest rate future, interest rate option or hedging transaction.

     "HGC Facility Share" means, as of any date of determination, a fraction
equal to (i) the Loans outstanding as of such date as a numerator and (ii) the
aggregate Loans and TGC Loans outstanding as of such date as a denominator.

     "HGC Investment Subsidiary" shall mean a corporation which will be formed
in Delaware or Hawaii as a wholly owned subsidiary of K-1, to which K-1 will
contribute sufficient cash for the sole purpose of acquiring and holding prior
to the Effective Date the Managing Member Interest from the current managing
member of the Borrower.

     "HGC Investment Subsidiary Pledge Agreement" means a a pledge agreement by
HGC Investment Subsidiary (or other direct holder of the Managing Member
Interest as of the Effective Date) in favor of the Collateral Agent creating a
security interest in the Managing Member Interest, in form and substance
satisfactory to the Administrative Agent.

     "HPUC" means the Public Utilities Commission of the State of Hawaii.

     "Indebtedness" of any Person means (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of property or services, (iv) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (v)
all Capital Leases of such Person, (vi) all obligations, contingent or
otherwise, of such Person under acceptances issued or created for the account of
such Person, (vii) all unconditional obligations of such Person to purchase,
redeem, retire, defease or otherwise acquire for value any capital stock or
other equity interests of such Person or any warrants, rights or options to
acquire such capital stock or other equity interests, (viii) all Hedging
Obligations, (ix) all obligations of such Person, other than trade payables
incurred in the ordinary course of business, upon which interest charges are
customarily paid, (x) the undrawn face amount of, and unpaid reimbursement
obligations in respect of, all letters of credit issued for the account of such
Person, (xi) all Guarantee Obligations of such Person in respect of obligations
of other Persons of the types referred to in clauses (i) through (x) above, and
all other Contingent Obligations of such Person; and (xii) all Indebtedness of
the type referred to in clauses (i) through (xi) above secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including


                                       11



accounts and contracts rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitee" has the meaning specified in Section 11.3(b) of this
Agreement.

     "Intercreditor Agreement" means an intercreditor agreement among the
Administrative Agent, the TGC Administrative Agent, the Collateral Agent, TGC,
and the Borrower substantially in the form attached hereto as Exhibit F.

     "Interest Coverage Ratio" means, for any Calculation Period, the ratio of
(a) EBITDA for such Calculation Period, less any increase in Net Working Capital
during such Calculation Period, plus in any decrease in Net Working Capital
during such Calculation Period, less any taxes actually paid by TGC and its
Subsidiaries during such Calculation Period, less Maintenance Capital
Expenditures for such Calculation Period, to (b) Interest Expense of TGC and its
Subsidiaries for such Calculation Period.

     "Interest Expense" means, as to any Person, for any fiscal period of such
Person, all interest, fees, charges and related expenses payable during such
period to any other Person in connection with Indebtedness or the deferred
purchase price of assets that is treated as interest in accordance with GAAP,
including, without limitation, the portion of rent actually paid during such
period under Capital Leases that should be treated as interest in accordance
with GAAP, and the net amounts payable (or minus the net amounts receivable)
under Hedging Agreements accrued during such period (whether or not actually
paid or received during such period).

     "Interest Payment Date" means, with respect to any Loan, the last day of
each Interest Period applicable to such Loan; provided that with respect to
Loans with a six-month Interest Period, the date that falls three months after
the beginning of such Interest Period shall also be an Interest Payment Date.

     "Interest Period" means, with respect to each Loan, (a) initially the
period commencing on the date of the Borrowing of such Loan and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or such other period of less than three months if such
period ends on a date which coincides with an Interest Payment Date for Loans
previously outstanding) and (b) thereafter, each period commencing on the last
day of the preceding Interest Period and ending the numerically corresponding
day in the calendar month that is one, two, three or six months thereafter, in
each case as selected by the Borrower or otherwise determined in accordance with
Section 2.4 of this Agreement; provided that:

          (a) any Interest Period that would otherwise end on a day that is not
a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day; and

          (b) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at


                                       12



the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period.

     "Investment" of any Person means any loan or advance of funds by such
Person to any other Person (other than advances to employees of such Person for
moving, travel expenses, and other business expenses drawing accounts and
similar expenditures in the ordinary course of business consistent with past
practice), any purchase or other acquisition by such Person of any Equity
Securities or Indebtedness of any other Person, any capital contribution by such
Person to or any other investment by such Person in any other Person; provided,
however, that Investments shall not include (a) accounts receivable or other
indebtedness owed by customers of such Person which are current assets and arose
from sales of inventory in the ordinary course of such Person's business
consistent with past practice, or (b) prepaid expenses of such Person incurred
and prepaid in the ordinary course of business consistent with past practice.

     "IRC" means the Internal Revenue Code of 1986.

     "Joint Venture" means a joint venture, limited liability company,
corporation, partnership, other entity or other legal arrangement (whether
created pursuant to a contract or conducted through a separate legal entity)
formed by the Borrower and one or more other Persons who are not Loan Parties.

     "K-1" means K-1 HGC Investment, L.L.C., a Delaware limited liability
company.

     "K-1 Pledge Agreement" means a pledge agreement by K-1 in favor of the
Collateral Agent creating a security interest in 99.9% of the Equity Securities
of the Borrower, in form and substance satisfactory to the Administrative Agent.

     "Lead Arranger" means Dresdner Kleinwort Wasserstein Limited, in its
capacity as the lead arranger.

     "Legal Requirement" means, as to any Person (a) the articles or certificate
of incorporation or articles of organization and by-laws, partnership agreement,
operating agreement or other organizational or governing documents of such
Person, (b) any Governmental Rule applicable to such Person, (c) any
Governmental Authorization granted by any Governmental Authority to or for the
benefit of such Person or (d) any judgment, decision or determination of any
Governmental Authority or arbitrator, in each case applicable to or binding upon
such Person or any of its Property or to which such Person or any of its
Property is subject.

     "Lender Hedging Agreement" means any Hedging Agreement entered into, or to
be entered into, by the Borrower and a Hedging Bank in form and substance
satisfactory to the Administrative Agent and the Borrower, for a Hedging
Transaction in accordance with Section 4.1(c) of this Agreement. So long as the
terms thereof are in compliance with this Agreement, each Lender Hedging
Agreement shall be a Loan Document and shall be secured by the Liens created by
the Security Documents.

     "Loan" has the meaning specified in Section 2.1(a) of this Agreement.


                                       13



     "Lenders" means (a) on the date hereof, the holders of Commitments as set
forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the
Lenders from time to time holding Commitments after giving effect to any
assignments permitted by Section 10.4 of this Agreement.

     "LIBOR" means, for any Interest Period with respect to a Loan:

          (a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate Screen that displays an average British Bankers Association Interest
Settlement Rate (such page currently being page number 3750) for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period;
or

          (b) in the event the rate referenced in the preceding subsection (a)
does not appear on such page or service or such page or service shall cease to
be available, the rate per annum (carried out to the fifth decimal place) equal
to the rate determined by Administrative Agent (after consultation with the
Borrower and the Lenders) to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest Settlement
Rate for deposits in Dollars (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period; or

          (c) in the event the rates referenced in the preceding subsections (a)
and (b) are not available, the rate per annum determined by the Administrative
Agent as the rate of interest at which dollar deposits (for delivery on the
first day of such Interest Period) in same day funds in the approximate amount
of the applicable Loan and with a term equivalent to such Interest Period would
be offered by its London Branch to major banks in the offshore dollar market at
their request at approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period.

     "LIBOR Loan" means any Loan with respect to which the applicable rate of
interest is based upon LIBOR.

     "Lien" means any mortgage, pledge, hypothecation, assignment, mandatory
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement of any kind or nature whatsoever,
including, without limitation, any sale-leaseback arrangement, any conditional
sale or other title retention agreement, any financing lease having
substantially the same effect as any of the foregoing, and the filing of any
financing statement or similar instrument under the Uniform Commercial Code or
comparable Legal Requirement.

     "Loan Documents" means this Agreement, any Notes, the Intercreditor
Agreement, the Security Documents, the Lender Hedging Agreements, each fee
agreement referred to in Section 2.9 of this Agreement, all other documents,
instruments and agreements entered into with the Administrative Agent or any
Lender pursuant to Section 4.1 of this Agreement, and all other documents,
instruments and agreements entered into by any Loan Party with the


                                       14



Administrative Agent or any Lender in connection with this Agreement or any
other Loan Document on or after the Effective Date.

     "Loan Parties" means, collectively the Borrower, TGC and each Subsidiary of
TGC.

     "Lock-up Event" means the failure of either the Backward Interest Coverage
Ratio or the Projected Interest Coverage Ratio as of any Calculation Date to be
greater than 3.50:1.00.

     "Lock-up Period" has the meaning specified in the TGC Loan Agreement.

     "Maintenance Capital Expenditures" means, with respect to any fiscal
period, Capital Expenditures made during such period by TGC or its Subsidiaries
to repair, replace or maintain Property in the ordinary course of business.

     "Managing Member Interest" shall mean the 0.1% managing member interest of
the Borrower.

     "Margin Stock" has the meaning given to that term in Regulation U issued by
the Federal Reserve Board.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, condition (financial or otherwise), liabilities or
prospects of the Loan Parties; (b) the ability of any Loan Party to pay or
perform any of their respective obligations under any of the Loan Documents; (c)
the rights and remedies of the Administrative Agent or any Lender under this
Agreement, the other Loan Documents or any related document, instrument or
agreement; (d) the perfection or priority of the security interests granted in
the Collateral in favor of the Collateral Agent, or, or (e) the validity or
enforceability of any of the Loan Documents; provided, however, that a material
adverse effect on the business, assets, operations, condition (financial or
otherwise), liabilities or prospects of the Borrower on or prior to the
Effective Date shall not constitute a "Material Adverse Effect" if the Projected
Leverage Ratio as of the Effective Date, as reflected in the Base Case
Projections delivered pursuant to Section 4.1(k) of this Agreement, is less than
6.60:1.00.

     "Material Documents" means, collectively, (i) the Acquisition Documents;
(ii) the certificate of incorporation, articles of incorporation, bylaws,
certificate of limited partnership, articles of organization, operating
agreement or comparable document of the Borrower or its Subsidiaries; and (iii)
contracts, other than employment contracts for TGC's key personnel, which
provide for annual payments by the Borrower or its Subsidiaries after the date
of this Agreement of more than $500,000 or which have an aggregate expenditure
obligation by the Borrower or its Subsidiaries of more than $1,000,000 or are
reasonably expected to involve expenditures of greater than such amount.

     "Material Governmental Authorization" means any Governmental Authorization
of the HPUC that authorizes the Borrower or its Subsidiaries to conduct its
business or any Governmental Authorization the termination or withdrawal of
which could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.


                                       15



     "Material Loss" means any Event of Loss, the repair, restoration or
replacement of which is reasonably estimated by the Borrower to cost more than
$5,000,000.

     "Maturity Date" means the date that is seven (7) years after the Effective
Date; provided that if such date is a day other than a Business Day, the
Maturity Date shall be the next succeeding Business Day unless such next
succeeding Business Day falls in the next calendar month, in which case the
Maturity Date shall be the next preceding Business Day.

     "MGH" has the meaning specified in the preamble to this Agreement.

     "Managing Member Interest" shall mean the 0.1% managing member interest of
the Borrower.

     "MIC" means Macquarie Infrastructure Company, Inc., a Delaware corporation.

     "Model Auditor" means Ernst & Young or other firm of independent certified
public accountants acceptable to the Administrative Agent.

     "Moody's" means Moody's Investor Service, Inc. and any successor thereto
which is a nationally recognized rating agency.

     "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA and subject to Title IV of ERISA to which the Borrower, its
Subsdiaries, or ERISA Affiliate contributes or has an obligation to contribute.

     "Net Asset Disposition Proceeds" means, with respect to any sale of any
Property by the Borrower or its Subsidiaries, other than any sale permitted by
Section 7.3 of this Agreement, the aggregate consideration received by the
Borrower or its Subsidiaries from such sale less the sum of (a) the actual
amount of the reasonable fees and commissions payable to Persons other than the
Borrower or its Subsidiaries, (b) the reasonable legal expenses and other costs
and expenses, including taxes payable, directly related to such sale that are to
be paid by the Borrower or its Subsidiaries, and (c) any portion of such
consideration that is required by the HPUC to be paid by the Borrower to its
customers (whether as a cash payment or a reduction of billing rates charged by
the Borrower to its customers that is directly attributable to such sale).

     "Net Condemnation Proceeds" means an amount equal to: (a) any cash payments
or proceeds received by TGC or its Subsidiaries as a result of any condemnation
or other taking or temporary or permanent requisition of any Property, any
interest therein or right appurtenant thereto, or any change of grade affecting
any Property, as the result of the exercise of any right of condemnation or
eminent domain by a Governmental Authority (including a transfer to a
Governmental Authority in lieu or anticipation of a condemnation), minus (b) (i)
any actual and reasonable costs incurred by TGC or its Subsidiaries in
connection with any such condemnation or taking (including reasonable fees and
expenses of counsel), and (ii) provisions for all taxes payable as a result of
such condemnation.

     "Net Debt Proceeds" means, with respect to any issuance or incurrence of
any Indebtedness by TGC or its Subsidiaries, the aggregate consideration
actually received by such


                                       16



Person from such sale or issuance less the sum of (a) the actual amount of the
reasonable fees and commissions payable to Persons other than such Person or any
Affiliate of such Person and (b) the reasonable legal expenses and other
reasonable costs and expenses directly related to such issuance or incurrence
that are to be paid by such Person.

     "Net Equity Proceeds" means, with respect to any issuance of Equity
Securities by TGC or its Subsidiaries, the aggregate consideration actually
received by such Person from such issuance less the sum of (a) the actual amount
of the reasonable fees and commissions payable to Persons other than such Person
or any Affiliate of such Person and (b) the reasonable legal expenses and other
reasonable costs and expenses directly related to such issuance that are to be
paid by such Person.

     "Net Income" means, as to any Person, for any fiscal period of such Person,
the net income of such Person in accordance with GAAP consistently applied but
excluding from the calculation thereof any gains or losses from the sale or
other disposition of any capital assets and all other extraordinary or non-cash
items.

     "Net Insurance Proceeds" means an amount equal to: (a) any cash payments or
proceeds received by TGC or its Subsidiaries under any casualty insurance policy
in respect of a covered loss thereunder with respect to any Property, minus (b)
(i) any actual costs incurred by TGC or its Subsidiaries in connection with the
adjustment or settlement of any claims of TGC or its Subsidiaries in respect
thereof (including reasonable fees and expenses of counsel), and (ii) provisions
for all taxes payable as a result of such event.

     "Net Working Capital" means, at any date, (a) the sum of the consolidated
current assets and non-current deferred income tax assets of TGC and its
Subsidiaries as of such date (excluding cash and Permitted Investments) minus
(b) the sum of the consolidated current liabilities and non-current deferred
income tax liabilities of TGC and its Subsidiaries as of such date (excluding
current liabilities in respect of Indebtedness), determined in accordance with
GAAP. Net Working Capital at any date may be a positive or negative number. Net
Working Capital increases when it becomes more positive or less negative and
decreases when it becomes less positive or more negative.

     "Note" means a promissory note issued by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C to
this Agreement.

     "Obligations" means all obligations, liabilities and indebtedness of every
nature of any Loan Party from time to time owing to any Secured Party under any
Loan Document including, without limitation, (i) all principal, interest, and
fees, (ii) any amounts (including, without limitation, insurance premiums,
licensing fees, recording and filing fees, and Taxes) the Secured Parties expend
on behalf of the Borrower or its Subsidiaries because the Borrower or its
Subsidiaries fail to make any such payment when required under the terms of any
Transaction Document, and (iii) all amounts required to be paid under any
indemnification, cost reimbursement or similar provision.


                                       17



     "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under this Agreement or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement.

     "Outstanding Exposure" means, at any time, the sum of (a) the aggregate
then outstanding principal amount of the Loans and (b) following any termination
of the Lender Hedging Agreements upon the acceleration of the Loans in
accordance with Section 7.2(a) of this Agreement or the commencement of any
Bankruptcy Proceeding by or against the Borrower or its Subsidiaries, (i) any
Hedging Termination Obligations then due to the Hedging Banks or (ii) as to any
Hedging Bank that is prevented from terminating a Lender Hedging Agreement by
the automatic stay or any other stay in any Bankruptcy Proceeding by or against
the Borrower or its Subsidiaries, the amount of any Hedging Termination
Obligations that would have been then due to such Hedging Bank if such Lender
Hedging Agreement had been terminated as of the commencement of such Bankruptcy
Proceeding.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permitted Indebtedness" has the meaning given to that term in Section 7.1
of this Agreement.

     "Permitted Investments" means (i) marketable direct obligations of the
United States of America; (ii) marketable obligations directly and fully
guaranteed as to interest and principal by the United States of America; (iii)
demand deposits with the Collateral Agent, and time deposits, certificates of
deposit and banker's acceptances issued by (x) the Collateral Agent, so long as
its long-term debt securities are rated "A" or better by S&P and "A2" or better
by Moody's, or (y) any member bank of the Federal Reserve System which is
organized under the laws of the United States of America or any political
subdivision thereof or under the laws of Canada, Switzerland or any country
which is a member of the European Union as of the date hereof (other than
Greece, Portugal, Cyprus, the Czech Republic, Estonia, Hungary, Latvia,
Lithuania, Malta, Poland, Slovakia and Slovenia) having a combined capital and
surplus of at least $500 million and having long-term unsecured debt securities
rated "A" or better by S&P and "A2" or better by Moody's; (iv) commercial paper
or tax-exempt obligations given the highest rating by S&P and Moody's; and (v)
obligations of any bank meeting the requirements of clause (iii) above, in
respect of the repurchase of obligations of the type as described in clauses (i)
and (ii) above, provided, that such repurchase obligations shall be fully
secured by obligations of the type described in said clauses (i) and (ii) above,
and the possession of such obligations shall be transferred to, and segregated
from other obligations owned by such bank. With respect to any rating
requirement set forth above, if the relevant issuer is rated by either S&P or
Moody's, but not both, then only the rating of such rating agency shall be
utilized for the purpose of this definition.

     "Permitted Liens" has the meaning given to that term in Section 7.2 of this
Agreement.


                                       18



     "Person" means any individual, corporation, cooperative, partnership, joint
venture, association, joint-stock company, limited liability company, other
entity, trust, unincorporated organization or Governmental Authority or other
entity of whatever nature.

     "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the IRC
or Section 302 of ERISA, and in respect of which the Borrower, its Subsidiaries,
or any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

     "Proceeds" means "proceeds" as such term is defined in the UCC or under
other relevant law and, in any event, shall include, but shall not be limited
to, (i) any and all proceeds of, or amounts (in whatsoever form, whether cash,
securities, property or other assets) received under or with respect to, any
insurance, indemnity, warranty or guaranty payable to the Borrower or its
Subsidiaries from time to time, and claims for insurance, indemnity, warranty or
guaranty effected or held for the benefit of the Borrower or its Subsidiaries,
in each case with respect to any of the Collateral, (ii) any and all payments
(in any form whatsoever, whether cash, securities, property or other assets)
made or due and payable to the Borrower or its Subsidiaries from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority), and (iii) any and
all other amounts (in any form whatsoever, whether cash, securities, property or
other assets) from time to time paid or payable under or in connection with any
of the Collateral (whether or not in connection with the sale, lease or other
disposition of the Collateral).

     "Projected Interest Coverage Ratio" means, as of any Calculation Date, the
projected Interest Coverage Ratio for the Calculation Period commencing on such
Calculation Date determined on the basis of the Base Case Projections or, if
Projections have been delivered to the Lenders pursuant to Section 6.2(b) of
this Agreement, the Projections most recently delivered to the Lenders pursuant
to Section 6.2(b) of this Agreement.

     "Projected Leverage Ratio" means the ratio of (a) Total Funded Debt as of
the Effective Date (after giving effect to the Loans disbursed to the Borrower
and the TGC Loans disbursed to TGC on such date) to (b) Consolidated EBITDA for
the Calculation Period commencing on the Calculation Date immediately following
the Effective Date, determined on the basis of the Base Case Projections.

     "Projections" means projections substantially similar in form to the Base
Case Projections and covering a period through the end of the fiscal year of TGC
in which the Maturity Date will occur, reflecting adjustments to the Projections
last delivered to the Lenders pursuant to Section 6.2(b) of this Agreement
necessary in the reasonable judgment of management of TGC to reflect anticipated
revenues and expenses based on then current market conditions.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.


                                       19



     "Pro Rata Share" means, with respect to each Lender, at any time, a
fraction (expressed as a percentage), the numerator of which is the amount of
the Commitment of such Lender at such time, and the denominator of which is the
amount of the aggregate Commitments, of all Lenders, at such time. The initial
Pro Rata Share of each Lender as to its Commitment is set forth opposite the
name of such Lender on Schedule 2.1 to this Agreement or in the Assignment and
Assumption pursuant to which such Lender becomes a party to this Agreement, as
applicable.

     "Regulated Assets" means all Property of TGC or its Subsidiaries, the cost
or value of which is included in the determination by the HPUC of the rates that
the TGC or its Subsidiaries shall be entitled to charge its customers for
distribution and supply of natural gas.

     "Regulatory Event" means (a) any termination, revocation, withdrawal,
suspension, or any non-renewal of any of any Material Governmental Authorization
or (ii) any breach by the Borrower or its Subsidiaries of the terms of any
Governmental Authorization that could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

     "Reportable Event" has the meaning given to that term in Section 4043(c) of
ERISA and applicable regulations thereunder other than an event as to which the
reporting requirements have by regulation been waived; provided that failure to
meet the minimum funding standards of Section 412 of the Code or Section 302 of
ERISA shall be a Reportable Event.

     "Required Lenders" means, at any time, (a) Lenders (and, to the extent
applicable, Hedging Banks) holding 66 2/3% or more of the aggregate then
Outstanding Exposure or (b) if there are no Loans outstanding, Lenders holding
66 2/3% or more of the aggregate Commitments.

     "Responsible Officer" means, (i) when used with respect to the Borrower or
its Subsidiaries, the chief executive officer, president or chief financial
officer of the Borrower or its Subsidiaries; and (ii) when used with respect to
the Collateral Agent, any officer within the corporate trust department of the
Collateral Agent, including any vice president, assistant vice president,
treasurer, assistant treasurer, trust officer or any other officer of the
Collateral Agent who customarily performs functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject. Any document or certificate hereunder
that is signed by a Responsible Officer shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of the Borrower, its Subsidiaries, or other applicable Person.

     "Secured Parties" means collectively, the Collateral Agent, the
Administrative Agent, the Lenders and the Hedging Banks.

     "Security Agreement" means a security agreement between the Borrower and
the Collateral Agent creating a security interest in the Property of the
Borrower in favor of the Collateral for the benefit of the Secured Parties.


                                       20



     "Security Documents" means the Security Agreement, the K-1 Pledge
Agreement, the HGC Investment Subsidiary Pledge Agreement, the TGC Pledge
Agreement, each Control Agreement, and all other instruments, agreements,
certificates, opinions and documents (including Uniform Commercial Code
financing statements and fixture filings and landlord waivers) delivered to the
Collateral Agent or any Lender in connection with any Collateral or to secure
the Obligations.

     "Seller" means k1 Ventures Limited, a company formed under the laws of
Singapore.

     "Solvent" means, with respect to any Person on any date, that on such date
(a) the fair value of the Property of such Person is greater than the fair value
of the liabilities (including contingent, subordinated, matured and unliquidated
liabilities) of such Person, (b) the present fair saleable value of the assets
of such Person is greater than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature and (d) such Person is not engaged in or about to engage in
business or transactions for which such Person's Property would constitute an
unreasonably small capital. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

     "S&P" or "Standard & Poor's" means Standard & Poor's Rating Service, a
division of The McGraw-Hill Companies, Inc. or any successor thereto.

     "Subsidiary" of any Person means (a) any corporation of which the required
percentage of the issued and outstanding Equity Securities having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's other Subsidiaries, (b) any partnership, joint venture,
limited liability company or other association of which the required percentage
of the equity interest having the power to vote, direct or control the
management of such partnership, joint venture or other association is at the
time owned and controlled by such Person, by such Person and one or more of the
other Subsidiaries or by one or more of such Person's other Subsidiaries or (c)
any other Person included in the Financial Statements of such Person on a
consolidated basis. Unless otherwise indicated in this Agreement, "Subsidiary"
means a Subsidiary of the Borrower.

     "Tax" or "Taxes" means all present or future fees, taxes (including,
without limitation, income taxes, sales taxes, use taxes, stamp taxes,
value-added taxes, excise taxes, ad valorem taxes and property taxes (personal
and real, tangible and intangible)), levies, assessments, withholdings and other
charges and impositions of any nature, plus all related interest, penalties,
fines and additions to tax, now or hereafter imposed by any federal, state,
local or foreign government or other taxing authority.


                                       21



     "TGC Administrative Agent" means the "Administrative Agent" as defined in
the TGC Loan Agreement.

     "TGC Financing" means the borrowing by TGC under the TGC Loan Agreement of
such amount as shall be necessary to consummate the Acquisition.

     "TGC Hedging Arrangements" means "Hedging Arrangements" as defined in the
TGC Loan Agreement.

     "TGC Hedging Banks" means the "Hedging Banks" as defined in the TGC Loan
Agreement.

     "TGC Lenders" means the "Lenders" as defined in the TGC Loan Agreement.

     "TGC Loan Agreement" means the Loan Agreement among TGC, as borrower; MGH;
the several banks and other financial institutions from time to time parties
thereto, as lenders; and Dresdner Bank AG, London Branch, as administrative
agent for such lenders.

     "TGC Loan Documents" means TGC Loan Agreement and the other "Loan
Documents" as defined therein.

     "TGC Loans" means the "Loans" as defined in the TGC Loan Agreement.

     "TGC Pledge Agreement" means a pledge agreement by the Borrower in favor of
the Collateral Agent, creating a security interest in 100% of the membership
interests in TGC, in form and substance satisfactory to the Administrative
Agent.

     "TGC Revolving Loans" means the "Revolving Loans" as defined in the TGC
Loan Agreement.

     "Total Funded Debt" means, as of any date of determination, total
consolidated Indebtedness other than Contingent Obligations of the Loan Parties
determined on a consolidated basis.

     "Uniform Commercial Code" or "UCC" means the New York Uniform Commercial
Code, as in effect from time to time.

     "Unregulated Assets" means all Property of TGC and its Subsidiaries, the
cost or value of which is excluded in the determination by the HPUC the rates
that the TGC and its Subsidiaries shall be entitled to charge its customers for
distribution and supply of natural gas.

     Section 1.2 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any


                                       22



agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, and (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement.

                                   ARTICLE II
                              THE CREDIT FACILITIES

     Section 2.1 Loan Facility.

          (a) Commitments. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make a Loan (each a "Loan" and collectively the
"Loans") to the Borrower on the Effective Date in an aggregate principal amount
not to exceed the amount of such Lender's Commitment. Each Loan shall be made as
part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Pro Rata Shares. The Loans shall be available
in a single Borrowing in an amount not exceeding $80,000,000 for the purposes
specified in Section 2.6(a).

          (b) Borrowing Procedures.

               (i) To request the Borrowing, the Borrower shall deliver to the
     Administrative Agent an irrevocable Borrowing Request in the form of
     Exhibit A, appropriately completed, which Borrowing Request specifies:

                    (A) the aggregate amount of the requested Borrowing;

                    (B) the proposed date of such Borrowing, which shall be a
          Business Day; and

                    (C) the initial Interest Period to be applicable thereto.

     The Borrowing Request must be received by the Administrative Agent not
     later than 11:00 a.m., London time, three (3) Business Days before the date
     of the proposed Borrowing and not earlier than 11:00 a.m., London time,
     seven (7) Business Days before the date of the proposed Borrowing.

               (ii) Promptly following receipt of a Borrowing Request in
     accordance with this Section 2.1 of this Agreement, the Administrative
     Agent shall advise each Lender of the details thereof and of the amount of
     such Lender's Loan to be made as part of the requested Borrowing. Each
     Lender shall make each Loan to be made by it hereunder on the proposed date
     thereof by wire transfer of immediately available


                                       23



     funds by 12:00 noon, New York City time, to the account of the
     Administrative Agent most recently designated by it for such purpose by
     notice to the Lenders. Upon satisfaction of the applicable conditions set
     forth in Article IV, the Administrative Agent will make such Loans
     available to the Borrower by 7:00 p.m., New York time by wire transfer of
     such funds, in accordance with instructions reasonably acceptable to the
     Administrative Agent provided by the Borrower.

               (iii) Unless the Administrative Agent shall have been notified in
     writing by any Lender prior to the proposed date of any Borrowing that such
     Lender will not make available to the Administrative Agent such Lender's
     share of such Borrowing, the Administrative Agent may assume that such
     Lender will make such amount available to the Administrative Agent on such
     date in accordance with Section 2.1(b)(ii) of this Agreement and may, in
     reliance upon such assumption, make available to the Borrower a
     corresponding amount. If a Lender has not in fact made its share of the
     applicable Borrowing available to the Administrative Agent, such Lender
     shall forthwith pay to the Administrative Agent on demand such
     corresponding amount with interest thereon, for each day from and including
     the date such amount is made available to the Borrower to but excluding the
     date of payment to the Administrative Agent, at the Federal Funds Rate. If
     such Lender does not pay such amount within three (3) Business Days after
     the date of such Borrowing, the Administrative Agent may make a demand
     therefor from the Borrower, and the Borrower shall, without limitation of
     the Borrower's rights against the defaulting Lender, pay such amount to the
     Administrative Agent, together with interest thereon from the date such
     amount was made available to the Borrower at the interest rate per annum
     applicable to the Loans advanced on the date of such Borrowing. A notice of
     the Administrative Agent submitted to any Lender or the Borrower with
     respect to any amounts owing under this paragraph shall be conclusive in
     the absence of demonstrable error.

               (iv) The failure of any Lender to make any Loan required to be
     made by it shall not relieve any other Lender of its obligations hereunder;
     provided that the Commitments of the Lenders are several and no Lender
     shall be responsible for any other Lender's failure to make any Loan as
     required herein.

     Section 2.2 Interest.

          (a) Each Loan shall bear interest during each Interest Period at a
rate per annum equal to LIBOR for such Interest Period plus the Applicable
Margin.

          (b) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to 1% plus the interest rate otherwise applicable to such Loan
as provided in the above paragraph (a) of this Section. Accrued and unpaid
interest on past due amounts shall be due and payable on demand.


                                       24



          (c) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and at such other times as may be specified
herein.

          (d) All interest under this Section 2.2 of this Agreement shall be
computed on the basis of a year of 360 days. The applicable LIBOR shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent demonstrable error.

     Section 2.3 Interest Periods.

          (a) Subject to paragraphs (b), (c), (d) and (e) below, the Borrower
shall select the initial Interest Period for the Loans in the relevant Borrowing
Request.

          (b) The Loans shall at any given time be subject to a single Interest
Period.

          (c) No Interest Period shall extend beyond the Maturity Date.

          (d) If the Borrower fails to select an Interest Period, the Borrower
shall be deemed to have selected an Interest Period of one (1) month.

          (e) Promptly following receipt of a notice from the Borrower selecting
an Interest Period, the Administrative Agent shall advise each Lender of the
details thereof, and if no timely notice is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of the applicable
Interest Period.

     Section 2.4 Repayment of Loans. The Borrower shall repay to the
Administrative Agent for the account of the Lenders on the Maturity Date the
aggregate principal amount of the Loans outstanding on such date.

     Section 2.5 Use of Proceeds of Loans.

          (a) Use of Proceeds. The proceeds of the Borrowing of Loans shall be
used solely (i) to finance a portion of the Purchase Price (as defined in the
Acquisition Agreement), including transaction financing costs; (ii) to pay fees
payable on the date of the Borrowing to the Lead Arranger and the Administrative
Agent; and (iii) to pay other reasonable costs and expenses incurred by the
Borrower in connection with the closing of the Loans.

          (b) No Monitoring Obligation. The Administrative Agent shall not be
obligated to monitor or verify the use of proceeds of the Loans.

     Section 2.6 Termination or Reduction of Commitments.

          (a) The Borrower may, upon notice to the Administrative Agent,
terminate the Commitments, or from time to time reduce the Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. three (3) Business Days prior to the date of termination or
reduction and (ii) any such partial reduction shall be in an aggregate amount of
$500,000 or any whole multiple of $50,000 in excess thereof. The Administrative
Agent will promptly notify the applicable Lenders of any such notice of


                                       25



termination or reduction of any of the Commitments. Any reduction of the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments. All commitment fees accrued until the effective date of
any termination of the Commitments shall be paid on the effective date of such
termination.

          (b) The Commitments shall automatically terminate on the Commitment
Termination Date.

          (c) Any termination or reduction of any of the Commitments shall be
permanent.

     Section 2.7 Prepayments.

          (a) Terms of All Prepayments. Each prepayment of Loans shall be
accompanied by accrued interest on the amount prepaid, any additional amounts
required pursuant to Section 3.5 of this Agreement and any Hedging Termination
Obligations payable in connection therewith.

          (b) Optional Prepayments.

               (i) The Borrower may at any time or from time to time voluntarily
     prepay Loans in whole or in part without premium or penalty on any Interest
     Payment Date (subject to Section 3.5); provided that the Borrower shall
     deliver notice to the Administrative Agent of any prepayment hereunder,
     which notice must be received by the Administrative Agent not later than
     11:00 a.m. five (5) Business Days prior to any proposed date of prepayment
     of Loans. Any prepayment of Loans pursuant to this Section 2.7(b) shall be
     in a principal amount of $500,000 or a whole multiple of $50,000 in excess
     thereof or, if less, the entire principal amount thereof then outstanding,
     and any prepayment of Loans pursuant to this Section 2.7(b) shall be in an
     amount equal to the HGC Facility Share (but excluding the TGC Revolving
     Loans in the calculation thereof) of an aggregate prepayment being made
     concurrently under this Section 2.7(b) and Section 2.8(b) of the TGC Loan
     Agreement. Each such notice shall be irrevocable and shall specify the date
     and amount of such prepayment.

               (ii) Promptly following receipt of any such notice of voluntary
     prepayment, the Administrative Agent shall advise the applicable Lenders of
     the contents thereof.

          (c) Mandatory Prepayments.

               (i) If during any fiscal year of the Borrower, the aggregate
     cumulative amount of Net Asset Disposition Proceeds for such fiscal year
     exceeds $5,000,000, the Borrower shall, on any date thereafter on which TGC
     is required to make a prepayment of TGC Loans from such Net Asset
     Disposition Proceeds, prepay the Loans in an amount equal to the HGC
     Facility Share of the Net Asset Disposition Proceeds less (A) any portion
     of Net Asset Disposition Proceeds for such fiscal year theretofore applied
     to mandatory prepayment of the Loans and the TGC Loans pursuant to this
     Section


                                       26



     2.7(c)(i) and Section 2.8(c)(i) of the TGC Loan Agreement and (B) the HGC
     Facility Share of amounts reinvested by TGC in accordance with the second
     sentence of Section 2.8(c)( i) of the TGC Loan Agreement.

               (ii) If, at any time TGC or any of its Subsidiaries incurs any
     Indebtedness (other than Permitted Indebtedness), the Borrower shall,
     immediately after such issuance or incurrence, prepay the outstanding Loans
     in an aggregate principal amount equal to the HGC Facility Share of the Net
     Debt Proceeds of such incurrence of Indebtedness.

               (iii) If, at any time TGC or any of its Subsidiaries issues or
     sells any Equity Securities, the Borrower shall, immediately after such
     issuance or sale, prepay the outstanding Loans in an aggregate principal
     amount equal to the HGC Facility Share of the Net Equity Proceeds of such
     issuance of such Equity Securities; provided, that no prepayment shall be
     required in respect of any of the following: (i) any capital contribution
     from any Loan Party in the form of Equity Securities or any issuance or
     sale of Equity Securities by any Subsidiary of the Borrower to the Borrower
     or any of the Borrower's Subsidiaries; (ii) the issuance by any Loan Party
     of Equity Securities in connection with the formation of Subsidiaries
     pursuant to transactions otherwise permitted pursuant to Sections 7.4 and
     7.5; and (iii) the issuance of Equity Securities by the Borrower to MGH.

               (iv) If at any time TGC or any of its Subsidiaries receive any
     Net Insurance Proceeds or Net Condemnation Proceeds that, together with any
     other Net Insurance Proceeds or Net Condemnation Proceeds received by such
     Persons during the fiscal year of the Borrower in which such date occurs,
     exceeds $10,000,000, the Borrower shall, on any date thereafter on which
     TGC is required to make a prepayment of TGC Loans from such proceeds,
     prepay the Loans in an aggregate amount equal to the HGC Facility Share of
     the Net Insurance Proceeds or Net Condemnation Proceeds, as applicable, in
     such fiscal year (less any amounts used to repair, restore or replace
     Property in accordance with Section 2.8(c)(iv) of the TGC Loan Agreement.

               (v) If at any time any combination of the Backward Interest
     Coverage Ratio or the Projected Interest Coverage Ratio was 3.50:1.00 or
     lower as of the prior three (3) consecutive Calculation Dates, the Borrower
     shall, within ten (10) Business Days after the Borrower or TGC has
     calculated the Backward Interest Coverage Ratio and Projected Interest
     Coverage Ratio as of the most recent such Calculation Date but in any event
     not later than ten days after the date on which the Financial Statements
     for the period then ended are required to be delivered pursuant to Section
     6.1, prepay the Loans in an aggregate amount equal to the HGC Facility
     Share of the aggregate Excess Cash Flow as of the third-preceding
     Calculation Date.

               (vi) If at any time TGC receives proceeds of an indemnification
     payment pursuant to the assignment of the Acquisition Agreement referred to
     in Section 4.1(n), the Borrower shall, on any date thereafter on which TGC
     is required to make a prepayment of TGC Loans from such proceeds, prepay
     the Loans in an aggregate amount


                                       27



     equal to the HGC Facility Share of such proceeds less the reasonable legal
     expenses and other costs and expenses directly related to such payment paid
     or that are to be paid by TGC (and net of the HGC Facility Share of amounts
     used or reinvested by TGC in accordance with the second sentence of Section
     2.8(c)(vi) of the TGC Loan Agreement.

               (vii) If any Change in Control shall occur, the Borrower shall,
     promptly and in any event no later than ten (10) Business Days following
     the occurrence of such event, prepay the outstanding Loans in full.

               (viii) If any Regulatory Event shall occur, the Borrower shall,
     promptly and in any event no later than ten (10) Business Days following
     the occurrence of such event, prepay the outstanding Loans in full.

     Section 2.8 Fees.

          (a) Commitment Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee equal to 35% of the
Applicable Margin per annum on the daily amount of the Available Commitment of
such Lender during the period from and including the date hereof to but
excluding the Disbursement Date. Accrued commitment fees shall be payable in
arrears on the Disbursement Date. The commitment fees shall be calculated on the
basis of a year of 360 days and for the actual days elapsed (including the first
day but excluding the last day).

          (b) Other Fees. The Borrower agrees to pay to the Lead Arranger and
the Administrative Agent for their own respective accounts fees payable in the
amounts and at the times separately agreed upon between the Borrower and such
parties, which fees shall be deemed to be payable hereunder.

          (c) Fees Fully Earned When Paid. All fees shall be fully earned when
paid and shall not be refundable under any circumstances.

     Section 2.9 Evidence of Indebtedness; Notes. The Loans made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The accounts
or records maintained by the Administrative Agent and each Lender shall be
conclusive absent demonstrable error of the amount of the Loans made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of demonstrable error. Upon the request of
any Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.


                                       28



     Section 2.10 Payments Generally.

          (a) Each payment by the Borrower hereunder (whether of principal,
interest, fees or any other amount) shall be made prior to 5:00 p.m., New York
time, on the date when due, in Dollars in immediately available funds, without
condition or deduction for any counterclaim, defense, recoupment or setoff. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the account of the Administrative Agent (account number 0000000
760000) at Dresdner Bank AG, New York Branch) or such other account as may
hereafter be designated by the Administrative Agent in writing. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly upon receipt
thereof, in like funds as received.

          (b) If any payment to be made by the Borrower under any Loan Document
becomes due and payable on a day other than a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and such extension of
time shall be reflected in computing interest or fees.

          (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

     Section 2.11 Sharing of Payments. If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on its Loans, resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of such Loans and
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Loans of the other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
Legal Requirement, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower all its rights of
payment (including


                                       29


the right of set-off) with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.

                                   ARTICLE III
                           TAXES AND YIELD PROTECTION

     Section 3.1 Taxes.

          (a) Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable Legal Requirements.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Legal
Requirements.

          (c) The Borrower shall indemnify the Administrative Agent and each
Lender, within ten (10) days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or by the
Administrative Agent on its own behalf or on behalf of a Lender shall be
conclusive absent demonstrable error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Each Foreign Lender shall deliver to the Administrative Agent,
prior to receipt of any payment subject to withholding under the IRC (or upon
accepting an assignment of an interest herein), two duly signed completed copies
of either IRS Form W-8BEN or any successor thereto (relating to such Foreign
Lender and entitling it to an exemption from, or reduction of, withholding tax
on all payments to be made to such Foreign Lender by the Borrower pursuant to
this Agreement) or IRS Form W-8ECI or any successor thereto (relating to


                                       30



all payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Foreign Lender is entitled to an exemption from,
or reduction of, U.S. withholding tax, including any exemption pursuant to
Section 881(c) of the IRC. Thereafter and from time to time, each such Foreign
Lender shall (A) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign
Lender by the Borrower pursuant to this Agreement, and (B) promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.

          (f) If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any tax
or other amount from payments made to or for the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
of the Administrative Agent. The obligation of the Lenders under this Section
shall survive the termination of the Commitments, repayment of all other
Obligations hereunder and the resignation of the Administrative Agent.

          (g) If a Lender assigns a Loan to an individual Person that is a
United States resident, such individual shall provide two duly signed and
completed copies of IRS form W-9 (or any successor form thereto) to the
Administrative Agent.

     Section 3.2 Alternate Rate of Interest. If prior to the commencement of any
Interest Period, (a) the Administrative Agent determines (which determination
shall be conclusive absent demonstrable error) that adequate and reasonable
means do not exist for ascertaining LIBOR for such Interest Period or (b) the
Administrative Agent is advised by the Required Lenders that LIBOR determined or
to be determined for such Interest Period will not adequately and fairly reflect
the cost to such Lenders of making or maintaining such Loans for such Interest
Period, the Administrative Agent shall promptly give notice thereof to the
Borrower and such Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and such
Lenders that the circumstances giving rise to such notice no longer exist, the
Administrative Agent shall promptly give written notice thereof to the Borrower
and such Lenders. If such notice is given, the rate of interest on each
applicable Lender's Loans for each Interest Period thereafter will be the
average cost of funds for the Required Lenders, as reasonably determined by the
Administrative Agent, plus the Applicable Margin.

     Section 3.3 Illegality. If any Lender determines in good faith that any
Legal Requirement has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to
make, maintain or fund LIBOR Loans, or to determine or charge interest rates
based upon LIBOR, then, on notice thereof by


                                       31



such Lender to the Borrower through the Administrative Agent, any obligation of
such Lender to make or continue LIBOR Loans shall be suspended until such Lender
notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the
Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such LIBOR Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBOR
Loans; provided that if prior to such prepayment date the affected Lender and
the Borrower can agree upon an alternative mutually acceptable basis for
determining the interest rate from time to time applicable to the Loans owing to
such Lender that will avoid such illegality, such interest rate shall take
effect from the date of such agreement and lieu of such required prepayment.
Upon any such prepayment, the Borrower shall also pay accrued interest on the
amount so prepaid.

     Section 3.4 Increased Costs.

          (a) If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for the
     account of, or credit extended by, any Lender (including any reserve
     established by the Federal Reserve Board); or

               (ii) impose on any Lender or the London interbank market any
     other condition affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

          (b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

          (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent demonstrable error. The Borrower shall
pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.


                                       32



          (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor; and
provided, further, that if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

     Section 3.5 Funding Losses. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss (excluding losses of anticipated
profit) or expense which such Lender may sustain or incur as a consequence of
(i) any failure by the Borrower (for a reason other than the wrongful failure of
such Lender to make a Loan) to borrow or prepay any Loan on the date or in the
amount notified by the Borrower, or (ii) any payment or prepayment of any Loan
on a day other than the last day of an Interest Period with respect thereto
(whether voluntary, mandatory, by reason of acceleration, or otherwise),
including the amount (if any) determined by the relevant Lender by which (i) the
interest at the LIBOR Rate which such Lender would have received for the period
from the date of receipt of funds to repay or prepay a Loan to the last day of
the applicable Interest Period for such Loan if the principal received had been
paid on the last day of such Interest Period exceeds (ii) the amount which such
Lender would be able to obtain by placing an amount equal to the amount received
by it on deposit with a leading bank in the appropriate interbank market for a
period starting on the Business Day following receipt and ending on the last day
of the applicable Interest Period. Any Lender demanding indemnification for any
loss or expense sustained or incurred by it pursuant to this Section 3.5 shall,
at the time of such demand, deliver to the Borrower a certificate providing a
calculation of and specifying in reasonable detail the additional amount to be
paid to it for any such loss or expense. Each determination by a Lender of the
amounts owing to it pursuant to this Section 3.5 shall be conclusive and binding
in the absence of demonstrable error.

     Section 3.6 Duty to Mitigate; Replacement of Lenders.

          (a) If the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1 of this Agreement, or if any Lender requests compensation under
Section 3.4 of this Agreement, or if the Borrower would be required to prepay
the Loans of any Lender pursuant to Section 3.3 of this Agreement, then such
Lender shall use reasonable efforts to minimize any increased cost or other
compensation payable by the Borrower, including without limitation the
designation of a different lending office for funding or booking its Loans
hereunder or assigning its rights and obligations hereunder to another of its
offices, branches or Affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.1 or 3.4 of this Agreement or avoid the prepayment under Section
3.3 of this Agreement), as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable and documented costs and expenses incurred by any Lender in
connection with any such designation or assignment.


                                       33



          (b) If the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1 of this Agreement, or if any Lender requests compensation under
Section 3.4 of this Agreement, or if the Borrower would be required to prepay
the Loans of any Lender pursuant to Section 3.3 of this Agreement, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.4 of this Agreement), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld or delayed, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from payments required to be made pursuant to Section 3.1 of this
Agreement or a claim for compensation under Section 3.4 of this Agreement, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

     Section 3.7 Survival. All of the Borrower's obligations under this Article
III shall survive termination of the Commitments and the payment in full of all
Obligations.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     Section 4.1 Conditions Precedent to Borrowing of Loans. The obligation of
each Lender to make a Loan on the Effective Date is subject to the satisfaction
of the following conditions precedent:

          (a) Loan Documents; TGC Loan Documents. The following documents shall
have been duly authorized, executed and delivered by the parties thereto (such
parties shall include, but not be limited to, the Loan Parties, the
Administrative Agent, the Collateral Agent and the Lenders), are in full force
and effect and originals thereof (in a number sufficient to provide an original
(in the case of (A),(B) and (C) to each Lender) shall have been delivered to the
Administrative Agent :

                    (A) this Agreement;

                    (B) a Note in favor of each Lender requesting a Note, each
          in a principal amount equal to such Lender's Commitment;

                    (C) the Intercreditor Agreement;


                                       34



                    (D) the Security Documents; and

                    (E) the TGC Loan Documents.

          (b) Acquisition Documents. The Acquisition Documents shall have been
duly authorized, executed and delivered by the parties thereto and shall be in
full force and effect, and execution copies thereof (in a number sufficient to
provide a copy to each Lender) shall have been delivered to Administrative
Agent, certified to be true, correct and complete copies thereof.

          (c) Lender Hedging Agreements; TGC Hedging Agreements. The Borrower
shall have entered into Lender Hedging Agreements satisfactory to the
Administrative Agent, which agreements shall provide coverage in a notional
amount equal to at least 90% of the Loans projected to be outstanding and for a
term ending on the third anniversary of the Effective Date and 75% of the Loans
projected to be outstanding thereafter. TGC shall have entered into the TGC
Hedging Agreements.

          (d) Organizational Documents.

               (i) The Administrative Agent shall have received from or on
     behalf of the Borrower:

                    (A) the certificate of incorporation, articles of
          incorporation, certificate of limited partnership, articles of
          organization or comparable document of the Borrower, certified as of a
          recent date prior to the Effective Date by the Secretary of State (or
          comparable public official) of its state of incorporation or
          formation, which shall contain provisions reasonably acceptable to the
          Administrative Agent;

                    (B) a certificate of good standing (or comparable
          certificate), certified as of a recent date prior to the Effective
          Date by the Secretary of State (or comparable public official) of its
          state of incorporation or formation stating that the Borrower is in
          good corporate and tax standing under the laws of such states;

                    (C) a certificate of the Secretary or an Assistant Secretary
          (or comparable officer) of the Borrower dated the Effective Date,
          certifying that (A) attached thereto is a true and correct copy of the
          bylaws, partnership agreement, limited liability company agreement or
          comparable document of the Borrower as in effect on the Effective
          Date; (B) attached thereto are true and correct copies of resolutions
          duly adopted by the board of directors or other governing body of the
          Borrower (or other comparable enabling action) and continuing in
          effect, which authorize the execution, delivery and performance by the
          Borrower of the Loan Documents to be executed by the Borrower and the
          consummation of the transactions contemplated thereby, the
          consummation of the Acquisition and consummation of the TGC Financing;
          and (C) there are no proceedings for the dissolution or liquidation of
          the Borrower; and


                                       35



                    (D) a certificate of the Secretary or an Assistant Secretary
          (or comparable officer) of the Borrower, dated the Effective Date,
          certifying the incumbency, signatures and authority of the officers of
          the Borrower authorized to execute, deliver and perform the Loan
          Documents to be executed by the Borrower.

          (e) Financial Statements, Financial Condition, etc. The Borrower shall
have delivered to the Administrative Agent:

               (i) Consolidated Financial Statements and Consolidating Financial
     Statements of the Borrower as of last day of and for the fiscal year of the
     Borrower most recently ended more than 90 days prior to the Effective Date,
     in the case of such Consolidated Financial Statements, reported on by KPMG
     LLC or another recognized firm of independent certified public accountants
     reasonably acceptable to the Administrative Agent (without a "going
     concern" or like qualification or exception and without any qualification
     or exception as to the scope of such audit) to the effect that such
     Consolidated Financial Statements present fairly in all material respects
     the financial condition, results of operations and cash flows of the
     Borrower on a consolidated basis in accordance with GAAP consistently
     applied;

               (ii) Except to the extent the Securities and Exchange Commission
     shall have waived compliance with Regulation S-X, Consolidated Financial
     Statements of the Borrower for the periods set forth in Section 6.21 of the
     Acquisition Agreement;

               (iii) unaudited Consolidated Financial Statements and
     Consolidating Financial Statements of the Borrower as of last day of and
     for the fiscal quarter most recently ended more than 45 days prior to the
     Effective Date, each of which shall be certified by the chief financial
     officer of the Borrower as being complete and correct and fairly presenting
     in all material respects the financial condition, results of operations and
     cash flows of the Borrower on such dates and for any interim periods then
     ended, applied on a consistent basis;

               (iv) a certificate by the chief financial officer of the Borrower
     stating that to his knowledge since the date of such Financial Statements,
     no event has occurred, and no condition exists, that has had, or could
     reasonably be expected to have, a Material Adverse Effect;

               (v) a certificate by the chief financial officer of the Borrower
     as to the financial condition and solvency of the Borrower (after giving
     effect to the Acquisition and the incurrence of Indebtedness relating
     thereto); and

               (vi) such other information regarding the Borrower and its
     business affairs and the transactions contemplated by this Agreement and
     not previously provided to the Administrative Agent as the Administrative
     Agent or any Lender may reasonably request.


                                       36



          (f) Security Documents. All filings and recordings necessary, in the
opinion of the Administrative Agent, to perfect the Liens contemplated to be
granted to the Collateral Agent under the Security Documents shall have been
made, and the Administrative Agent shall have received evidence satisfactory to
it that the Security Documents are in full force and effect. The Administrative
Agent and the Collateral Agent shall have received:

               (i) Uniform Commercial Code search certificates from the
     jurisdictions in which Uniform Commercial Code financing statements are to
     be filed reflecting no other financing statements or filings which evidence
     Liens of other Persons in the Collateral which are prior to the Liens
     granted to the Collateral Agent in the Security Documents, except for any
     such prior Liens (a) which are expressly permitted by this Agreement to be
     prior or (b) for which the Collateral Agent has received a termination
     statement;

               (ii) a Control Agreement with respect to each deposit account
     maintained by the Borrower, duly executed by the Borrower, the Collateral
     Agent and the applicable depositary bank;

               (iii) a Control Agreement with respect to each securities account
     maintained by the Borrower, duly executed by the Borrower, the Collateral
     Agent and the applicable securities intermediary;

               (iv) such other documents, instruments and agreements as the
     Collateral Agent may reasonably request to create and perfect the Liens
     granted to the Collateral Agent under the Security Documents; and

               (v) such other evidence as the Collateral Agent may reasonably
     request to establish that the Liens granted to the Collateral Agent under
     the Security Documents are perfected and prior to the Liens of other
     Persons in the Collateral, except for any such Liens which are expressly
     permitted by this Agreement to be prior.

          (g) Opinions of Counsel. The Administrative Agent shall have received
favorable written opinion letters, addressed to the Administrative Agent, the
Collateral Agent and each Lender and dated the date of the Effective Date, of:

               (i) LeBoeuf, Lamb, Greene & MacRae LLP, counsel to MGH, TGC and
     the Borrower;

               (ii) special Hawaii counsel to the Borrower and certain of the
     Loan Parties; and

               (iii) Orrick, Herrington & Sutcliffe LLP, counsel to the
     Administrative Agent.

Each such opinion letter shall be in customary form and substance satisfactory
to the Administrative Agent and address such matters as the Administrative Agent
may reasonably request.


                                       37



          (h) Governmental Authorizations. All material Governmental
Authorizations necessary for the execution, delivery and performance of the Loan
Documents and the TGC Loan Documents and for the consummation of the Acquisition
upon the terms contemplated by the Acquisition Agreement shall have been
obtained and shall be in full force and effect. Such Governmental Authorizations
shall not contain any material conditions that, in the opinion of the
Administrative Agent, are not capable of being satisfied by the Borrower on or
prior to the time required. The Administrative Agent shall have received copies
of all such material Governmental Authorizations and all material Governmental
Authorizations necessary in order for the Borrower to conduct its business.
There shall not be any default under any such Governmental Authorization that
could reasonably be expected to have a Material Adverse Effect.

          (i) Equity Contribution to MGH; Consummation of Acquisition; TGC
Financing; Payment of Indebtedness; Release of Liens; Fees, etc. Each of the
following shall have occurred and the Administrative Agent shall have received
evidence thereof satisfactory to it: (i) MIC or one of its Affiliates shall have
contributed to MGH as equity cash in the amount not less than thirty-eight
percent (38%) of the Purchase Price (as defined in the Acquisition Agreement);
(ii) the Purchase Price (as defined in the Acquisition Agreement) shall have
been paid in full, other than any adjustment thereto in accordance with the
Acquisition Agreement that is not yet due and payable, and the Acquisition shall
have been consummated upon the terms set forth in the Acquisition Documents,
without any waiver by MGH of any material condition to its obligation to
consummate the Acquisition, and consistent with assumptions made in the
preparation of the Business Plan and the Base Case Projections; (iii) the TGC
Financing shall have been consummated in accordance with the terms of the TGC
Loan Documents; (iv) all Indebtedness of TGC and the Borrower (other than
Permitted Indebtedness) outstanding immediately prior to consummation of the
Acquisition shall have been repaid in full; (v) all Liens (other than Permitted
Liens) upon any Property of TGC and the Borrower shall have been terminated or
released; and (vi) TGC and the Borrower shall have paid all fees, costs and
other expenses and all other amounts then due and payable pursuant to this
Agreement and the other Loan Documents.

          (j) Base Case Projections. The Administrative Agent shall have
received the Base Case Projections, updated as of a date reasonably satisfactory
to the Administrative Agent, including therein projections of revenues,
operating expenses, cash flows, and other related items, which shall show a
Projected Interest Coverage Ratio as of each Calculation Date occurring on or
after the Effective Date and on or prior to December 31, 2013 greater than 3.50
to 1.00 and a Projected Leverage Ratio of less than 6.60:1.00, together with a
certification as of the Effective Date by a Responsible Officer of the Borrower
that the Base Case Projections have been prepared in good faith based upon
reasonable assumptions. The Administrative Agent shall have received a report of
the Model Auditor reasonably satisfactory to the Administrative Agent restating
the Model Auditor's audit of the Computer Model as of the Effective Date and
shall have received a disk containing the Computer Model.

          (k) Business Plan; Budget. The Administrative Agent shall have
received a Business Plan and operating budget for a period of at least 12 months
following the Effective Date.


                                       38



          (l) Funds Flow Memorandum. The Administrative Agent shall have
received a memorandum summarizing the sources and uses of funds from the
Borrowing hereunder and the initial borrowings under the TGC Loan Agreement and
in connection with the consummation of the Acquisition.

          (m) Officer's Certificate. The Administrative Agent shall have
received a certificate of a Responsible Officer of the Borrower, dated the
Effective Date and in form and substance satisfactory to the Administrative
Agent, to the effect that all of the conditions set forth in this Section 4.1
have been satisfied, that the representations and warranties of the Borrower
contained in Article 5 of this Agreement are true and correct on the Effective
Date as is made on the Effective Date, that each of the Loan Parties has
performed all of the obligations to be performed by it under this Agreement and
the other Loan Documents, and that no Default or Event of Event of Default
exists or will exist immediately after giving effect to the Borrowing, the
consummation of the TGC Financing and the consummation of the Acquisition.

          (n) MGH shall have entered into an assignment agreement reasonably
satisfactory in form and substance to the Administrative Agent assigning in
favor of TGC the rights to receive any indemnification payments (other than any
indemnification payments received as a result of the breach of Section 6.10
and/or 6.19 of the Acquisition Agreement and any indemnification payments
relating to taxes borne directly by TGC) under the Acquisition Agreement in
respect of a breach of any representation or warranty thereunder by the sellers.

          (o) Borrowing Request. The Administrative Agent shall have timely
received a fully executed copy of a Borrowing Request for the applicable
Disbursement Date, as the case may be, in compliance with the requirements of
Section 2.1 or Section 2.2 of this Agreement, as applicable.

          (p) Representation and Warranties. All representations and warranties
of TGC and the Borrower contained in the Loan Documents shall be true, correct
and accurate on and as of the applicable Disbursement Date (except to the extent
such representations and warranties relate to an earlier date, in which case,
such representations and warranties shall be true in all material respects as of
such date).

          (q) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing or shall result from the proposed Loan.

     The Borrowing shall be deemed to be a representation and warranty by the
Borrower that each of the statements set forth above in clauses (c) and (d) of
this Section 4.2 is true and correct as of the date of such Borrowing.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that:


                                       39



     Section 5.1 Due Incorporation, Qualification, etc. Each Loan Party (i) is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or formation; (ii) has the power and authority to own, lease and
operate its properties and carry on its business as now conducted; and (iii) is
duly qualified, licensed to do business and in good standing as a foreign
corporation, partnership or limited liability company, as applicable, in each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification or license and where the failure to
be so qualified or licensed could reasonably be expected to have a Material
Adverse Effect. The Borrower is not engaged in any business other than the
ownership of the Equity Securities of TGC and carrying out any incidental
activities (including the incurrence of Indebtedness related thereto), and does
not have any assets other than the Equity Securities of TGC or any Permitted
Investments.

     Section 5.2 Authority. The execution, delivery and performance by each Loan
Party of each Loan Document executed, or to be executed, by such Loan Party and
the consummation of the transactions contemplated thereby, the consummation of
the Acquisition and the consummation of the TGC Financing (i) are within the
power of such Loan Party and (ii) have been duly authorized by all necessary
actions on the part of such Loan Party.

     Section 5.3 Enforceability. Each Loan Document executed, or to be executed,
by each Loan Party has been, or will be, duly executed and delivered by such
Loan Party and constitutes, or will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance
with its terms, except as limited by bankruptcy, fraudulent conveyance,
insolvency or other laws of general application relating to or affecting the
enforcement of creditors' rights generally and general principles of equity.

     Section 5.4 Non-Contravention. The execution and delivery by each Loan
Party of the Loan Documents executed and to be executed by such Loan Party and
the performance by such Loan Party of its obligations thereunder and the
consummation of the transactions contemplated thereby, the consummation of the
Acquisition and the consummation of the TGC Financing do not and will not (i)
contravene any Loan Party's organizational documents; (ii) violate any Legal
Requirement applicable to any Loan Party; (iii) violate any provision of, or
result in the breach or the acceleration of, or entitle any other Person to
accelerate (whether after the giving of notice or lapse of time or both), any
Contractual Obligation of such Loan Party or (iv) result in the creation or
imposition of any Lien (or the obligation to create or impose any Lien) upon any
Property, asset or revenue of any Loan Party (except such Liens as may be
created in favor of the Collateral Agent for the benefit of itself and the
Lenders pursuant to the Security Documents), except for any contravention or
violation that does not, individually or in the aggregate, result in a Material
Adverse Effect.

     Section 5.5 Approvals.

          (a) Except as set forth on Schedule 5.5, no material consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority or other Person (including equity holders of
any Person) is required in connection with the execution, delivery or
performance of the Loan Documents executed by any Loan Party or


                                       40



consummation of the transactions contemplated thereby or the consummation and
the Acquisition, except for those which have been made or obtained and are in
full force and effect.

          (b) All material Governmental Authorizations required for the
ownership, leasing, operation and maintenance of the businesses of the Loan
Parties have been duly obtained and are in full force and effect without any
known conflict with the rights of others and free from any unduly burdensome
restrictions, where any such failure to obtain such Governmental Authorizations
or any such conflict or restriction could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. None of the
Loan Parties has received any notice or other communication from any
Governmental Authority regarding (A) any revocation, withdrawal, suspension,
termination or modification of, or the imposition of any material conditions
with respect to, any Governmental Authorization, or (B) any other limitations on
the conduct of business by any Loan Party, except where any such revocation,
withdrawal, suspension, termination, modification, imposition or limitation
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

          (c) Except as set forth on Schedule 5.5, no Governmental Authorization
is required for either (A) the pledge or grant by any Loan Party of any Lien
purported to be created in favor of the Collateral Agent under any of the
Security Documents or (B) the exercise by the Collateral Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created
pursuant to any of the Security Documents or created or provided for by any
Governmental Rule), except for (1) such Governmental Authorizations that have
been obtained and are in full force and effect and fully disclosed to
Administrative Agent in writing, and (2) filings or recordings contemplated in
connection with this Agreement and the Security Documents.

     Section 5.6 No Violation or Default. No Loan Party is in violation of or in
default with respect to (i) any Legal Requirement applicable to such Loan Party
or (ii) any Contractual Obligation of such Loan Party (nor is there any waiver
in effect which, if not in effect, would result in such a violation or default),
where, in each case, such violation or default could reasonably be expected to
have a Material Adverse Effect. Without limiting the generality of the
foregoing, no Loan Party (A) has violated any Environmental Laws, (B) has any
liability under any Environmental Laws or (C) has knowledge of an investigation
or is under investigation by any Governmental Authority having authority to
enforce Environmental Laws, where such violation, liability or investigation
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

     Section 5.7 Litigation. Except as set forth in Schedule 5.7, no actions
(including derivative actions), suits, proceedings (including arbitration
proceedings or mediation proceedings) or investigations are pending or, to the
Borrower's knowledge, threatened against any Loan Party at law or in equity in
any court, arbitration proceeding or before any other Governmental Authority
which (i) if adversely determined, could reasonably be expected (alone or in the
aggregate) to have a Material Adverse Effect or (ii) seek to enjoin, either
directly or indirectly, the Acquisition or the execution, delivery or
performance by any Loan Party of the Loan Documents or the consummation of the
transactions contemplated thereby, the consummation of the Acquisition or the
consummation of the TGC Financing.


                                       41



     Section 5.8 Possession Under Leases; Title.

          (a) Schedule 5.8 lists all material leases, subleases, licenses,
concession agreements or other use or occupancy agreements pursuant to which the
Borrower or its Subsidiaries lease to or from any other party any real property,
including all renewals, extensions, modifications or supplements to any of the
foregoing or substitutions for any of the foregoing (collectively, the
"Leases"). Each of the Loan Parties has complied with all material obligations
under all leases to which it is a party and enjoys peaceful and undisturbed
possession under such leases.

          (b) Each of the Loan Parties owns and has good and marketable title,
or a valid leasehold interest in, all Property necessary in its business as
currently conducted and as currently proposed to be conducted. Such Properties
are subject to no Liens other than Permitted Liens.

     Section 5.9 Financial Statements. The most recent Consolidated Financial
Statements of the Loan Parties that have been delivered to the Administrative
Agent (i) are in accordance with the books and records of the Loan Parties,
which have been maintained in accordance with good business practice; (ii) have
been prepared in conformity with GAAP subject in the case of unaudited
Consolidated Financial Statements only to normal year-end audit adjustments and
the absence of footnotes, none of which, if provided, would reflect a material
adverse change in the business, assets, financial condition or operating
performance of the Loan Parties, respectively, taken as a whole; and (iii)
fairly present in all material respects the consolidated financial condition,
results of operations and cash flows of the Loan Parties, as of the date thereof
and for the period covered thereby. No Loan Party has any Contingent
Obligations, liability for taxes or other outstanding obligations (including
obligations in respect of off-balance sheet transactions) required to be shown
on an annual or quarterly Financial Statement, as applicable, in accordance with
GAAP, which, in any such case, are material in the aggregate, except otherwise
disclosed in writing to the Administrative Agent. Since June 30, 2005, there has
been no material adverse change in the business, assets, operations, condition
(financial or otherwise), liabilities or prospects of any Loan Party that has
resulted in or could reasonably be expected to result in a Material Adverse
Effect.

     Section 5.10 Creation, Perfection and Priority of Liens. As of the
Effective Date, the execution and delivery of the Loan Documents by the Loan
Parties, together with Uniform Commercial Code financing statements and, to the
extent relevant, any documents to be filed with the U.S. Patent and Trademark
Office, in proper form for filing have been delivered to the Administrative
Agent for filing and recording, and the recording of any mortgages or deeds of
trust delivered to the Administrative Agent for recording (but not yet
recorded), are effective to create in favor of the Collateral Agent for the
benefit of itself and the Lenders, as security for the Obligations, a valid and
perfected first priority Lien on all of the Collateral (subject only to
Permitted Liens).

     Section 5.11 Equity Securities. All outstanding Equity Securities of the
Loan Parties are duly authorized, validly issued, fully paid and non-assessable.
The Borrower is the beneficial and record owner of all outstanding Equity
Securities of TGC. MGH is the beneficial and record


                                       42



owner of all outstanding Equity Securities of the Borrower. There are no
outstanding subscriptions, options, conversion rights, warrants or other
agreements or commitments of any nature whatsoever (firm or conditional)
obligating any Loan Party to issue, deliver or sell, or cause to be issued,
delivered or sold, any additional Equity Securities of any Loan Party, or
obligating any Loan Party to grant, extend or enter into any such agreement or
commitment. All Equity Securities of each Loan Party have been offered and sold
in compliance with all federal and state securities laws and all other Legal
Requirements, except where any failure to comply could not reasonably be
expected to have a Material Adverse Effect.

     Section 5.12 No Agreements to Sell Assets; Etc. No Loan Party has any legal
obligation, absolute or contingent, to any Person to sell the assets of such
Loan Party, or to effect any merger, consolidation or other reorganization of
any Loan Party or to enter into any agreement with respect thereto.

     Section 5.13 Employee Benefit Plans.

          (a) Except as set forth on Schedule 5.13, nothing has occurred with
respect to any Plan that could reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 5.13, no Loan Party has any liability
with respect to any post-retirement benefit under any Employee Benefit Plan
which is an employee welfare benefit plan (as defined in Section 3(1) of ERISA),
other than liability for health plan continuation coverage described in Part 6
of Title I(B) of ERISA, which liability for post-retirement benefits is
reasonably expected to have a Material Adverse Effect.

          (b) Each Employee Benefit Plan complies, in both form and operation,
in all material respects, with its terms, ERISA and the IRC, and no condition
exists or event has occurred with respect to any such plan which would result in
the incurrence by any Loan Party or any ERISA Affiliate of any liability, fine
or penalty which would result in a Material Adverse Effect. Each Employee
Benefit Plan, related trust agreement, arrangement and commitment of any Loan
Party is legally valid and binding and in full force and effect. No Employee
Benefit Plan is being audited or investigated by any government agency or is
subject to any pending or threatened material claim or suit other than claims
for benefits in the ordinary course. None of the Loan Parties nor any fiduciary
of any Employee Benefit Plan has, individually or in the aggregate, engaged in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC
which would result in a Material Adverse Effect to the Loan Parties, taken as a
whole.

          (c) Except as set forth on Schedule 5.13, none of the Loan Parties and
the ERISA Affiliates contributes to or has any contingent obligations to any
Multiemployer Plan, except to the extent such contributions or contingent
obligations could not reasonably be expected to have a Material Adverse Effect.
None of the Loan Parties and the ERISA Affiliates has incurred any liability
(including secondary liability) to any Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan under Section 4201
of ERISA or as a result of a sale of assets described in Section 4204 of ERISA,
which liability could reasonably be expected to have a Material Adverse Effect.
None of the Loan Parties and the ERISA Affiliates has been notified that any
Multiemployer Plan is in reorganization or insolvent under and within the
meaning of Section 4241 or Section 4245 of ERISA or that any


                                       43



Multiemployer Plan intends to terminate or has been terminated under Section
4041A of ERISA, except to the extent such event could not reasonably be expected
to have a Material Adverse Effect.

     Section 5.14 Other Regulations. No Loan Party is subject to regulation
under the Investment Company Act of 1940, the Public Utility Holding Company Act
of 1935, the Federal Power Act, the Interstate Commerce Act, any state public
utilities code or to any other Governmental Rule limiting its ability to incur
Indebtedness.

     Section 5.15 Patent and Other Rights. The Loan Parties own, license or
otherwise have the full right to use, under validly existing agreements, all
material patents, licenses, trademarks, trade names, trade secrets, service
marks, copyrights and all rights with respect thereto, which are required to
conduct their businesses as now conducted, except where the failure to own,
license or otherwise have the full right to use could not reasonably be expected
to result in a Material Adverse Effect. Each of the patents, trademarks, trade
names, service marks and copyrights owned by any Loan Party which is registered
with any Governmental Authority is set forth on Schedule 5.15. The Loan Parties
conduct their respective businesses without infringement or, to the best of the
Borrower's knowledge, claim of infringement of any trademark, trade name, trade
secret, service mark, patent, copyright, license or other intellectual property
right of other Persons, except where such infringement or claim of infringement
could not reasonably be expected to have a Material Adverse Effect. There is no
infringement or, to the best of the Borrower's knowledge, claim of infringement
by others of any material trademark, trade name, trade secret, service mark,
patent, copyright, license or other intellectual property right of any of the
Loan Parties, except where such infringement or claim of infringement could not
reasonably be expected to have a Material Adverse Effect.

     Section 5.16 Governmental Charges; Taxes.

          (a) Each of the Loan Parties has filed or caused to be filed all tax
returns which are required to be filed by it. Each of the Loan Parties has paid,
or made provision for the payment of, all taxes and other Governmental Charges
which have or may have become due pursuant to said returns or otherwise and all
other indebtedness, except such Governmental Charges or indebtedness, if any,
which are being contested in good faith and as to which adequate reserves
(determined in accordance with GAAP) have been established. Proper and accurate
amounts have been withheld by each Loan Party from their employees for all
periods in full and complete compliance with the tax, social security and
unemployment withholding provisions of applicable federal, state, local and
foreign law and such withholdings have been timely paid to the respective
Governmental Authorities. None of the Loan Parties have executed or filed with
the Internal Revenue Service or any other Governmental Authority any agreement
or other document extending, or having the effect of extending, the period for
assessment or collection of any taxes or Governmental Charges.

          (b) No liability for any Tax, directly or indirectly, imposed,
assessed, levied or collected by or for the account of any Governmental
Authority will be incurred by any Loan Party or Lender as a result of the
execution or delivery of this Agreement or any other Loan Documents and no
deduction or withholding in respect of Taxes imposed by or for the account of


                                       44



any jurisdiction by or through which payments with respect to the Loans will be
made by the Borrower is required to be made from any payment by the Borrower
under this Agreement or any other Loan Documents.

     Section 5.17 Margin Stock. No Loan Party owns any Margin Stock which, in
the aggregate, would constitute a substantial part of the assets of such Loan
Party, and no proceeds of any Loan will be used to purchase or carry, directly
or indirectly, any Margin Stock or to extend credit, directly or indirectly, to
any Person for the purpose of purchasing or carrying any Margin Stock.

     Section 5.18 Subsidiaries, Etc. The Borrower has no Subsidiaries other than
TGC. As of the Effective Date, the TGC does not have any Subsidiaries.

     Section 5.19 Solvency, Etc. Each of the Loan Parties is Solvent and, after
the execution and delivery of the Loan Documents and the consummation of the
transactions contemplated thereby, the consummation of the Acquisition and the
consummation of the TGC Financing, will be Solvent.

     Section 5.20 Labor Matters. There are no disputes presently subject to
grievance procedure, arbitration or litigation under any of the collective
bargaining agreements, employment contracts or employee welfare or incentive
plans to which any Loan Party is a party, and there are no strikes, lockouts,
work stoppages or slowdowns, or, to the best knowledge of the Borrower,
jurisdictional disputes or organizing activities occurring or threatened which
alone or in the aggregate could reasonably be expected to have a Material
Adverse Effect. The Borrower does not have any employees.

     Section 5.21 Contracts.

          (a) Schedule 5.21 lists all of the following contracts ("Contracts")
of the Loan Parties as of the Effective Date:

               (i) each partnership, joint venture or other similar material
     agreement or arrangement to which any Loan Party is a party with any third
     party;

               (ii) each lease of real and personal property which is material
     to the operation of the business of the Borrower;

               (iii) each agreement of any Loan Party relating to indebtedness
     for borrowed money (whether incurred, assumed, guaranteed or secured by any
     asset);

               (iv) each contract containing covenants purporting to materially
     limit the freedom of any Loan Party to compete in any line of business or
     in any geographic area;

               (v) each material contract that is other than for the purchase,
     sale or license of goods or services in the ordinary course of business
     consistent with past practice; and


                                       45



               (vi) each contract, other than employment contracts for the
     Borrower's key personnel, which provides for annual payments by the
     Borrower after the date hereof of more than $500,000 or which has an
     aggregate expenditure obligation by the Borrower of more than $1,000,000 or
     is reasonably expected to involve expenditures of greater than such amount.

          (b) Except as disclosed in Schedule 5.21, no material supplier to or
landlord of any Loan Party, or any Governmental Authority has taken, and none of
the Loan Parties has received any written notice that, any material supplier to
or landlord any Loan Party, or any Governmental Authority contemplates taking,
any steps to terminate the business relationship of any Loan Party with such
supplier or landlord, which could reasonably be expected to have a Material
Adverse Effect.

     Section 5.22 No Material Adverse Effect. No Material Adverse Effect has
occurred since the date of the latest audited Financial Statements delivered to
the Administrative Agent.

     Section 5.23 Accuracy of Information Furnished. The written information
(excluding projections) furnished by the Loan Parties to the Administrative
Agent and the Lenders in connection with the Loan Documents and the transactions
contemplated thereby, taken as a whole, is complete and correct in all material
respects, does not contain any untrue statement of a material fact and does not
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. All
projections furnished by the Loan Parties to the Administrative Agent and the
Lenders in connection with the Loan Documents, the transactions contemplated
thereby and the Acquisition have been prepared in good faith based upon
reasonable assumptions; provided, however, that the Administrative Agent and the
Lenders acknowledge and agree that such projections are based upon a number of
estimates and assumptions and are subject to significant business, economic and
competitive uncertainties and contingencies and that, accordingly, no assurances
are given and no representations, warranties or covenants are made that any of
the assumptions are correct, that such projections will be achieved or that the
forward-looking statements expressed in such projections will correspond to
actual results.

     Section 5.24 Brokerage Commissions. No person is entitled to receive any
brokerage commission, finder's fee or similar fee or payment in connection with
the Acquisition or the extensions of credit contemplated by this Agreement as a
result of any agreement entered into by any Loan Party. No brokerage or other
fee, commission or compensation is to be paid by the Lenders with respect to the
extensions of credit contemplated hereby as a result of any agreement entered
into by a Loan Party, and the Borrower agrees to indemnify the Administrative
Agent and the Lenders against any such claims for brokerage fees or commissions
and to pay all expenses including, without limitation, reasonable and documented
attorney's fees incurred by the Administrative Agent and the Lenders in
connection with the defense of any action or proceeding brought to collect any
such brokerage fees or commissions.

     Section 5.25 Policies of Insurance. Schedule 5.25 sets forth a true and
complete listing of all insurance maintained by the Loan Parties as of the
Effective Date. Such insurance has not been terminated and is in full force and
effect, and each of the Loan Parties has taken all action


                                       46



required to be taken as of the date of this Agreement to keep unimpaired its
rights thereunder in all material respects. The Properties of the Loan Parties
are insured with financially sound and reputable insurance companies not
Affiliates of the Loan Parties in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties.

     Section 5.26 Priority of Obligations. The payment obligations of the
Borrower under this Agreement and the Loans will at all times rank at least pari
passu, without preference or priority, with all other unsecured and
unsubordinated Indebtedness of the Borrower.

     Section 5.27 Bank Accounts and Securities Accounts. Schedule 5.27 sets
forth a true and complete listing of all bank accounts and securities accounts
maintained by each Loan Party as of the Effective Date.

     Section 5.28 Agreements with Affiliates. Except as disclosed on Schedule
5.28, no Loan Party has entered into and, as of the Effective Date does not
contemplate entering into, any material agreement or contract with any Affiliate
of such Person except upon terms at least as favorable to such Loan Party as an
arms-length transaction with unaffiliated Persons, based on the totality of the
circumstances.

     Section 5.29 Existing Indebtedness; Existing Liens.

          (a) Schedule 5.29(a) sets forth a complete and correct list of all
outstanding Indebtedness of each Loan Party as of the date of this Agreement.
None of the Loan Parties is in default, and no waiver of default is currently in
effect, in the payment of any principal or interest on any of its Indebtedness,
and no event or condition exists with respect to any Indebtedness of any Loan
Party that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.

          (b) Schedule 5.29(b) sets forth a complete and correct list of all
Liens on or in the Property of any Loan Party (other than Permitted Liens). None
of the Loan Parties has agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its property, whether
now owned or hereafter acquired, to be subject to a Lien other than Permitted
Liens.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

     Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower will comply, and will cause
compliance by the other Loan Parties, with the following affirmative covenants,
unless the Required Lenders shall otherwise consent in writing:

     Section 6.1 Financial Statements; Operating Reports; Financial
Certifications. The Borrower shall furnish to the Administrative Agent and each
Lender the following:


                                       47



          (a) as soon as available and in no event later than ninety (90) days
after the close of each fiscal year of the Borrower, (A) copies of the audited
Consolidated Financial Statements and Consolidating Financial Statements of the
Borrower for such year, in the case of such Consolidated Financial Statements,
audited by KPMG LLC or another recognized firm of independent certified public
accountants acceptable to the Administrative Agent (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such Consolidated Financial
Statements present fairly in all material respects the financial condition,
results of operations and cash flows of the Borrower and each Loan Party on a
consolidated basis in accordance with GAAP consistently applied, which
Consolidated Financial Statements shall be accompanied by a narrative from
management of the Borrower which discusses results for such period, and (B)
copies of the unqualified opinions and, to the extent delivered, management
letters delivered by such accountants in connection with all such Consolidated
Financial Statements and in the case of such Consolidating Financial Statements,
certified by the president, chief financial officer or treasurer of the Borrower
to present fairly in all material respects the financial condition, results of
operations and cash flows of the Borrower and each Loan Party on a consolidating
basis in accordance with GAAP consistently applied;

          (b) as soon as available and in no event later than forty-five (45)
days after the last day of each of the first three fiscal quarters of each
fiscal year of the Borrower, copies of the Consolidated Financial Statements and
Consolidating Financial Statements of the Borrower for such fiscal quarter and
for the fiscal year to date certified by the president, chief financial officer
or treasurer of the Borrower to present fairly in all material respects the
financial condition, results of operations and cash flows of the Borrower and
each Loan Party on a consolidated and consolidating basis in accordance with
GAAP consistently applied (subject to normal year-end audit adjustments and the
absence of notes);

          (c) as soon as available and in no event later than ninety (90) days
after the close of each fiscal year of MIC, (A) copies of the audited
Consolidated Financial Statements of MIC for such year, audited by a recognized
firm of independent certified public accountants to the effect that such
Consolidated Financial Statements present fairly in all material respects the
financial condition, results of operations and cash flows of MIC and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

          (d) as soon as available and in no event later than forty-five (45)
days after the last day of each of the first three fiscal quarters of each
fiscal year of MIC, copies of the Consolidated Financial Statements of MIC for
such fiscal quarter and for the fiscal year to date certified by the president,
chief financial officer or treasurer of the Borrower to present fairly in all
material respects the financial condition, results of operations and cash flows
of MIC on a consolidated basis in accordance with GAAP consistently applied
(subject to normal year-end audit adjustments and the absence of notes);

          (e) contemporaneously with delivery of the Financial Statements
required by the foregoing clauses (a) and (b), a compliance certificate of the
president, chief financial officer or treasurer of the Borrower in substantially
the form of Exhibit D (a "Compliance Certificate") which (A) states that no
Default or Event of Default has occurred and is continuing, or, if any


                                       48



such Default or Event of Default has occurred and is continuing, a statement as
to the nature thereof and what action Borrower proposes to take with respect
thereto and (B) sets forth, for the quarter or year covered by such Financial
Statements or as of the last day of such quarter or year (as the case may be),
the calculation of the financial ratios or other amounts required in order to
determine compliance with any provision in Article VII; and

          (f) contemporaneously with the delivery of the Financial Statements
required by the foregoing clauses (a) and (b) with respect to any period for
which a change in GAAP results in inconsistent application between periods, one
or more appropriate statement reflecting a reconciliation of any amounts not
affected by such change showing any adjustments that would be required if such
change had been applicable to such amounts.

     Section 6.2 Other Notices and Reports. The Borrower shall furnish to the
Administrative Agent and each Lender the following, each in such form and such
detail as the Administrative Agent or the Required Lenders shall reasonably
request:

          (a) in no event later than five (5) Business Days after the Borrower
knows of the occurrence or existence of (A) any Reportable Event under any Plan
or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims,
disputes or investigations against any Loan Party involving potential monetary
damages payable by any Loan Party of $2,500,000 or more (alone or in the
aggregate) or in which injunctive relief or similar relief is sought, which
relief, if granted, could be reasonably expected to have a Material Adverse
Effect, (C) breach or non-performance of any material obligation, or any default
under, a Material Document; (D) any litigation, proceeding, material dispute or
material investigation involving, or any termination or material modification of
a material Governmental Authorization or notice of the possibility of any such
termination or material modification by, any Governmental Authority; (E) any
Default or Event of Default; (F) any material change in accounting policies of
or financial reporting practices by any Loan Party; or (G) any other event or
condition which, either individually or in the aggregate, could be reasonably
expected to have a Material Adverse Effect. Each notice pursuant to this Section
6.2(a) shall be accompanied by a statement of a Responsible Officer of the
Borrower setting forth details of the occurrence referred to therein and stating
what action the Borrower has taken and proposes to take with respect thereto and
shall describe with particularity any and all provisions of this Agreement or
other Loan Document that have been breached.

          (b) as soon as available, and in any event not later than fifteen (15)
days before the end of each fiscal year of the Borrower, (A) an annual operating
budget of TGC and its Subsidiaries for the following fiscal year, (B) an updated
Business Plan for the following fiscal year, including updated Projections,
certified by a Responsible Officer of the Borrower to have prepared in good
faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of
TGC and its Subsidiaries for the following three fiscal years;

          (c) as soon as possible and in no event later than five (5) Business
Days prior to the acquisition by any Loan Party of any material leasehold or
ownership interest in real property, a written supplement to Schedule 5.8;


                                       49



          (d) as soon as possible prior to the occurrence of any event or
circumstance that would require a prepayment pursuant to Section 2.7(c) of this
Agreement, a statement of a Responsible Officer of the Borrower setting forth
the details thereof;

          (e) as soon as possible and in no event later than five (5) Business
Days after the receipt thereof by any Loan Party, a copy of any notice, summons,
citations or other written communications concerning any actual, alleged,
suspected or threatened violation of any Environmental Law or any actual,
alleged, suspected or threatened liability of any Loan Party for Environmental
Damages, where any such violation or liability could reasonably be expected to
have a Material Adverse Effect;

          (f) as soon as possible and in no event later than five (5) Business
Days after the delivery or receipt thereof by any Loan Party, any notice of any
material default or breach or termination given or received under any Material
Document, or any amendment of, supplement to or other modification of any
Material Document; and

          (g) such other instruments, agreements, certificates, opinions,
statements, documents and information relating to the Properties, operations or
condition (financial or otherwise) of the Loan Parties, and compliance by the
Loan Parties with the terms of this Agreement and the other Loan Documents
(including without limitation "know your customer" and similar requirements), as
the Administrative Agent may from time to time reasonably request.

     Section 6.3 Books and Records. The Loan Parties shall at all times keep
proper books of record and account in which full, true and correct entries will
be made of its transactions in accordance with GAAP.

     Section 6.4 Inspections. The Loan Parties shall permit the Administrative
Agent and each Lender, or any agent or representative thereof, upon reasonable
notice and during normal business hours (except that if an Event of Default
shall have occurred and be continuing, no such notice is required), to visit and
inspect any of the properties and offices of any Loan Party, to conduct audits
of any or all of the Collateral, to examine the books and records of any Loan
Party and make copies thereof, and to discuss the affairs, finances and business
of any Loan Party with, and to be advised as to the same by, their officers,
auditors and accountants, all at such times and intervals as the Administrative
Agent or any Lender may reasonably request. Any Loan Party may have a
representative attend any meeting with its independent accountants so long as
such right does not unreasonably delay the scheduling of any meeting.
Inspections pursuant to this Section 6.4 of this Agreement shall be at such Loan
Party's expense with respect to one (1) inspection in any calendar year and with
respect to all inspections and audits during the existence of a Default or Event
of Default.

     Section 6.5 Insurance. The Loan Parties shall:

          (a) carry and maintain insurance during the term of this Agreement of
the types, in the amounts and subject to such deductibles and other terms
customarily carried from time to time by others engaged in substantially the
same business as such Person and operating in


                                       50



the same geographic area as such Person, including, but not limited to, fire,
public liability, property damage and worker's compensation;

          (b) furnish to any Lender, upon written request, full information as
to the insurance carried;

          (c) carry and maintain each policy for such insurance with (A) a
company which is rated A or better by A.M. Best and Company at the time such
policy is placed and at the time of each annual renewal thereof or (B) any other
insurer which is reasonably satisfactory to the Administrative Agent; and

          (d) obtain and maintain endorsements reasonably acceptable to the
Administrative Agent for such insurance naming the Administrative Agent and the
Collateral Agent as additional insured and the Collateral Agent as lender's loss
payee;

provided that if any Loan Party shall fail to maintain insurance in accordance
with this Section 6.5 of this Agreement, or if any Loan Party shall fail to
provide the required endorsements with respect thereto, the Administrative Agent
shall have the right (but shall be under no obligation) to procure such
insurance and the Borrower agrees to reimburse the Administrative Agent for all
reasonable costs and expenses of procuring such insurance. All such policies as
to which the Collateral Agent is named as an additional insured or loss payee,
as the case may be, shall (i) provide that the same shall not be cancelled,
materially modified or terminated without at least thirty (30) days' (or twenty
(20) days' in the case of nonpayment of premium) prior written notice to each
insured and each loss payee named therein, (ii) provide for at least thirty (30)
days' prior written notice to each insured and each loss payee named therein of
the date on which such policies shall terminate by lapse of time if not renewed,
(iii) contain a breach-of-warranty clause providing that the respective
interests of the Collateral Agent or any other additional insured or loss payee
shall not be invalidated by any action or inaction of the Collateral Agent, the
Lenders, the Administrative Agent or any other Person, (iv) insure the
Collateral Agent and any other additional insured or loss payee regardless of
any breach or violation by the Borrower, any Subsidiaries, or any other Person
of any warranties, declarations, or conditions contained in the policies related
to such insurance, (v) provide that the insurer thereunder waives all right of
subrogation against the Collateral Agent and waives any right of set-off or
counterclaim and any other right of deduction whether by attachment or
otherwise, (vi) be primary without right of contribution from any other
insurance carried by or on behalf of the Collateral Agent, any Lender or the
Administrative Agent with respect to any interest in the Collateral, (vii)
provide that no Person other than the Loan Parties shall have any liability for
any premiums with respect thereto, and (viii) provide that inasmuch as the
policies are written to cover more than one insured, all terms and conditions,
insuring agreements and endorsements, with the exception of limits of liability,
shall operate in the same manner as if there were a separate policy covering
each insured. The Administrative Agent shall not, by reason of accepting,
rejecting, approving or obtaining insurance incur any liability for the
existence, nonexistence, form or legal sufficiency thereof, the solvency of any
insurer, or the payment of any losses.


                                       51



     Section 6.6 Governmental Charges. Each Loan Party shall promptly pay and
discharge when due all taxes and other Governmental Charges which, if unpaid,
could reasonably be expected to have a Material Adverse Effect, except such
taxes or Governmental Charges as may in good faith be contested or disputed and
as to which adequate reserves (determined in accordance with GAAP) have been
established; provided that in each such case no Property material to the conduct
of the businesses of the Loan Parties is at impending risk of being seized,
levied upon or forfeited.

     Section 6.7 Use of Proceeds. Each Loan Party shall use the proceeds of the
Loans only for the respective purposes set forth in Section 2.6 of this
Agreement. Each Loan Party shall not use any part of the proceeds of any Loan,
directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock or for the purpose of purchasing or carrying or trading in any securities
under such circumstances as to involve any Loan Party, any Lender or the
Administrative Agent in a violation of Regulations T, U or X issued by the
Federal Reserve Board.

     Section 6.8 General Business Operations. Each Loan Party shall (i)
preserve, renew and maintain in full force their legal existence and good
standing under the Governmental Rules of the jurisdiction of their organization,
each other jurisdiction reasonably necessary for the conduct of their business,
and all of their rights, licenses, leases, qualifications, privileges franchises
and other authority reasonably necessary to the conduct of their business, (ii)
conduct their business activities in compliance with all Legal Requirements
applicable to such Loan Party, and (iii) keep all material Property useful and
necessary to their business in good working order and condition in a manner
consistent with prudent engineering practice, ordinary wear and tear excepted,
except, in each case with respect to (i), (ii) or (iii) of this Section 6.8,
where any failure, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. Each Loan Party shall maintain
its chief executive offices and principal places of business in the United
States.

     Section 6.9 Compliance with Legal Requirements and Contractual Obligations.
Each Loan Party shall comply with all applicable Legal Requirements, including
all applicable Environmental Laws, and Contractual Obligations noncompliance
with which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

     Section 6.10 Additional Collateral. If at any time from and after the
Effective Date any Loan Party acquires any fee or leasehold interest in real
property, such Loan Party shall deliver to the Administrative Agent, at its own
expense, as soon as possible all documentation and information in form and
substance reasonably satisfactory to the Administrative Agent (including any
environmental reports) relating thereto, and shall assist the Administrative
Agent in obtaining a deed of trust or mortgage on such real property interest;
provided that if such Loan Party is unable, after using commercially reasonable
efforts (as determined by it in good faith), to obtain any required consent of
any Governmental Authority for the grant of a deed of trust or mortgage, such
deed of trust or mortgage shall not be required under this Section 6.10.


                                       52



     Section 6.11 Lender Hedging Agreements. The Borrower shall enter into (and
maintain) Lender Hedging Agreements in accordance with the requirements of
Section 4.1(c) of this Agreement.

     Section 6.12 Preservation of Security Interests. Each Loan Party shall
preserve and undertake all actions necessary to maintain the security interests
granted under the Security Documents in full force and effect (including the
priority thereof).

     Section 6.13 Event of Loss.

          (a) The Borrower shall promptly notify the Administrative Agent upon
any Loan Party having knowledge of any Event of Loss that the Borrower believes
will be a Material Loss.

          (b) If a Material Loss occurs, unless the restoration, repair,
replacement or rebuilding of the applicable Property is reasonably determined by
the Borrower not to be required for the conduct of TGC's business or the
business of any of its Subsidiaries, the failure to make such restoration,
repair, replacement or rebuilding will not have a Material Adverse Effect and
TGC elects not to undertake such restoration, repair, replacement or rebuilding
(in which event the Net Insurance Proceeds or Net Condemnation Proceeds, as the
case may be, shall be applied to a mandatory prepayment of the Loans in
accordance with Section 2.7(c)(iv) of this Agreement), TGC (or the Subsidiary
reporting the Material Loss) shall as soon as practicable commence and complete
the Restoration of the applicable Property.

     Section 6.14 Priority of Obligations. The Borrower shall ensure that its
payment obligations under this Agreement and the Loans will at all times rank at
least pari passu, without preference or priority, with all of its other
unsecured and unsubordinated Indebtedness.

     Section 6.15 Distributions of TGC. The Borrower, as the sole shareholder of
TGC, shall, to the extent that TGC is permitted to make Distributions under the
TGC Loan Agreement, cause TCG to make such Distributions in the amounts and at
the times required in order to enable the Borrower to pay interest due on the
Loans, to make any mandatory prepayments of the Loans required to be made under
the TGC Loan Agreement and to make any other payment required to be made by
Borrower under the Loan Documents.

                                   ARTICLE VII
                               NEGATIVE COVENANTS

     Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower covenants and agrees that:

     Section 7.1 Indebtedness and Guarantee Obligations. No Loan Party shall
create, incur, assume or permit to exist any Indebtedness or Guarantee
Obligations except for the following ("Permitted Indebtedness"):


                                       53



          (a) Indebtedness of the Loan Parties under the Loan Documents;

          (b) Indebtedness of the Borrower and TGC listed in Schedule 5.29(a)
and existing on the date of this Agreement, all of which Indebtedness identified
in Schedule 5.29(a) as being repaid in connection with the Borrowing or the
initial borrowing under the TGC Loan Agreement shall be repaid concurrently with
such borrowings;

          (c) Indebtedness of the Borrower under Lender Hedging Agreements
entered into with respect to the Loans in accordance with Section 4.1(c) of this
Agreement;

          (d) Indebtedness of TGC and its Subsidiaries permitted under the TGC
Loan Agreement;

and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof.

     Section 7.2 Liens, Negative Pledges. No Loan Party shall create, incur,
assume or permit to exist any Lien on or with respect to any of its Property, in
either case whether now owned or hereafter acquired, except for the following
("Permitted Liens"):

          (a) Liens in favor of the Collateral Agent under the Security
Documents;

          (b) Liens listed in Schedule 5.29(b) and existing on the date of this
Agreement, all of which Liens that secure Indebtedness that is identified in
Schedule 5.29(b) as being repaid concurrent with the Borrowing of Loans shall be
terminated concurrently with such Borrowing; and

          (c) Liens created or suffered by TGC or its Subsidiaries and permitted
to exist under the TGC Loan Documents.

     Section 7.3 Asset Dispositions. None of the Loan Parties shall, directly or
indirectly, sell, lease, convey, transfer or otherwise dispose of any Property,
whether now owned or hereafter acquired, or enter into any agreement to do any
of the foregoing, except for the following:

          (a) sales by TGC or its Subsidiaries of inventory to Persons in the
ordinary course of their businesses and the granting of any option or other
right to purchase, lease or otherwise acquire inventory in the ordinary course
of the Borrower's business or the business of its Subsidiaries;

          (b) sales or other dispositions by TGC or its Subsidiaries of any
Property, provided that (i) no Event of Default shall have occurred and be
continuing, (ii) the purchase price paid to TGC or its Subsidiaries for such
Property shall be no less than the fair market value of such Property as
determined in good faith by the Borrower at the time of such sale (provided that
details of such determination be made available to the Administrative Agent upon
request), (iii) the aggregate purchase price paid to TGC or its Subsidiaries for
such Property during the


                                       54


same fiscal year pursuant to this clause (b) shall not exceed $10,000,000, and
(iv) the sale of such Property could not reasonably be expected to result in a
Material Adverse Effect; and

          (c) sales or other dispositions by the Borrower or its Subsidiaries of
Investments permitted by Section 7.5(b) of this Agreement for not less than fair
market value.

     Section 7.4 Mergers, Acquisitions, Etc. None of the Loan Parties shall
consolidate with or merge into any other Person or permit any other Person to
merge into it, acquire any Person as a new Subsidiary or acquire all or
substantially all of the assets of any other Person without the prior written
approval of the Administrative Agent acting at the direction of the Required
Lenders; provided that TGC and its Subsidiaries may merge with each other, (and
with other Subsidiaries of the Borrower which become Loan Parties); and
provided, further, that (i) no Default or Event of Default will result after
giving effect to any such merger and (ii) in any such merger involving TGC, TGC
is the surviving Person.

     Section 7.5 Investments. None of the Loan Parties shall make any Investment
except for Investments in the following:

          (a) Investments in cash and Cash Equivalents;

          (b) Investments listed in Schedule 7.5 existing on the date of this
Agreement;

          (c) Investments credited to securities accounts established and
maintained in accordance with Section 6.11 of this Agreement which are subject
to Control Agreements;

          (d) Investments by the Borrower in TGC, or by TGC in its Subsidiaries
or its Subsidiaries in each other; and

     Section 7.6 Distributions. The Borrower may make cash Distributions only if
(i) interest on and principal of the Loans then due and payable and all payments
then due and payable under the Lender Hedging Agreements have been paid in full;
and (ii) no Default or Event of Default shall have occurred and be continuing as
of the date of such Distribution. Notwithstanding the foregoing, if a Lock-up
Event has occurred as of the Calculation Date then most recently ended, the
Borrower may not thereafter make a Distribution until such time as TGC is
permitted to make a Distribution pursuant to the TGC Loan Agreement.

     Section 7.7 Change in Business. The Borrower shall not engage in any
business other than the ownership of the Equity Securities of TGC and carrying
out any incidental activities (including the incurrence of the Loans), and shall
not have any assets other than the Equity Securities of TGC or any Permitted
Investments. Neither TGC nor its Subsidiaries shall engage, either directly or
indirectly, in any business other than the business conducted by the Borrower as
of the date hereof or any business related or incidental thereto.

     Section 7.8 ERISA. Except as set forth in Schedule 7.8, the Borrower or its
Subsidiaries shall not:


                                       55



          (a) take any action which will result in the partial or complete
withdrawal, within the meanings of sections 4203 and 4205 of ERISA, from a
Multiemployer Plan;

          (b) engage or permit any Person to engage in any transaction
prohibited by section 406 of ERISA or section 4975 of the IRC involving any
Employee Benefit Plan or Multiemployer Plan which would subject the Borrower to
any tax, penalty or other liability including a liability to indemnify;

          (c) incur or allow to exist any accumulated funding deficiency (within
the meaning of section 412 of the IRC or section 302 of ERISA) with respect to
any Employment Benefit Plan;

          (d) fail to make full payment when due of all amounts due as
contributions to any Employee Benefit Plan or Multiemployer Plan;

          (e) fail to comply with the requirements of section 4980B of the IRC
or Part 6 of Title I(B) of ERISA; or

          (f) adopt any amendment to any Employee Benefit Plan which would
require the posting of security pursuant to section 401(a)(29) of the IRC,

where singly or cumulatively, the above event or events could reasonably be
expected to have a Material Adverse Effect.

     Section 7.9 Transactions with Affiliates. Except as otherwise permitted by
the Loan Documents, the Borrower or its Subsidiaries shall not enter into any
Contractual Obligation with any Affiliate or engage in any other transaction
with any Affiliate except upon terms as least as favorable to the Borrower or
its Subsidiaries as an arms-length transaction with unaffiliated Persons.

     Section 7.10 Accounts. The Borrower or its Subsidiaries shall not maintain
bank accounts or securities accounts other than (i) the bank accounts and
securities accounts listed in Schedule 5.27, and (ii) additional bank accounts
and securities accounts established after the Effective Date for the working
capital needs of the Borrower which are subject to Control Agreements.

     Section 7.11 Accounting Changes. The Borrower shall not change (i) its
fiscal year (except that it may change its fiscal year once so that it ends on
December 31 of each calendar year) or (ii) its accounting practices except as
required by GAAP.

     Section 7.12 Amendments of Material Documents. Without the prior written
consent of the Administrative Agent, the Borrower or its Subsidiaries shall not
(i) cancel or terminate or replace any Material Document, (ii) consent to or
accept any cancellation or termination of any Material Document (other than as
permitted without the consent of the Borrower or its Subsidiaries and without a
default in accordance with the terms of such Material Document), (iii) amend,
modify or supplement in any material respect any Material Document or any
document executed and delivered in connection therewith, in any respect that
could reasonably


                                       56



be expected adversely affect any material right or interest of the Lenders or
the Borrower's or its Subsidiaries' ability to pay and perform the Obligations;
(iv) waive any material default under, or material breach of, any Material
Document or waive, fail to enforce, forgive, compromise, settle, adjust or
release any material right, interest or entitlement, howsoever arising, under,
or in respect of any Material Document or in any way vary, or agree to the
variation of, any material provision of such Material Document or of the
performance of any material covenant or obligation by any other Person under any
Material Document that could reasonably be expected to adversely affect any
material any right or interest of the Lenders or the Borrower's or its
Subsidiaries' ability to pay and perform the Obligations, or (v) assign (other
than pursuant to the Security Documents) or otherwise dispose of (by operation
of law or otherwise) any part of its interest in any Material Document;
provided, however, that the Borrower or its Subsidiaries may, without violating
the provisions of this Section 7.12, do any of the foregoing without the prior
written consent of the Administrative Agent, if such actions could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect.

     Section 7.13 Joint Ventures. No Loan Party shall enter into any Joint
Venture.

     Section 7.14 Management Fees. No Loan Party shall pay any management fees
other than (i) management fees paid by a Loan Party to another Loan Party or
Loan Parties and (ii) reasonable overhead sharing fees payable to Affiliates of
any Loan Party for legal, accounting, tax, computer and other centralized
management services provided to the Loan Parties in lieu of such Loan Parties
having their own employees for such functions.

     Section 7.15 Jurisdiction of Formation. No Loan Party shall change its
jurisdiction of formation except upon not less than ninety (90) days prior
written notice to the Administrative Agent.

     Section 7.16 Sales and Leaseback; Off-Balance Sheet Financing. The Borrower
or its Subsidiaries shall not engage in (i) any sale and leaseback transaction
with respect to any of its Property of any character, whether now owned or
hereafter acquired or (ii) any off-balance sheet transaction or other similar
transaction (excluding any Lender Hedging Arrangements); provided that the
foregoing shall not apply to barges used by TGC in the ordinary course of its
business to transport gas in coastwide waters.

     Section 7.17 Capital Expenditures. The Borrower or its Subsidiaries shall
not make any Capital Expenditures at any time during a Lock-Up Period if the
amount of such Capital Expenditures together with the aggregate amount of
Capital Expenditures made by the Borrower or its Subsidiaries during the then
current fiscal year of the Borrower would exceed the amount of Capital
Expenditures budgeted for such fiscal year as set forth in the Capital
Expenditure budget for such fiscal year as most recently delivered to the
Lenders pursuant to Section 6.2(b) of this Agreement; provided, however, that
the Borrower or its Subsidiaries may make Capital Expenditures that exceed the
amount of Capital Expenditures budgeted for such fiscal year if such Capital
Expenditures are necessary for the Borrower or its Subsidiaries to conduct its
business in a manner consistent with prudent engineering practice.


                                       57



     Section 7.18 Foreign Assets Control Regulations. The Borrower or its
Subsidiaries shall not use the proceeds of any Borrowing:

               (i) to fund any operations of, to finance any investments or
     activities in, or to make any payments to, any person named on the list of
     Specially Designated Nationals or Blocked Persons maintained by the U.S.
     Department of the Treasury's Office of Foreign Assets Control; or

               (ii) to fund any operations in, to finance any investments or
     activities in, or to make any payments to, an agency of the government of a
     country, an organization controlled by a country, or a person resident in a
     country that is subject to a sanctions program administered by the U.S.
     Department of the Treasury's Office of Foreign Assets Control under 31
     C.F.R. Chapter V.

     Section 7.19 Backward Interest Coverage Ratio. The Borrower shall not at
any time permit the Backward Interest Coverage Ratio as of any Calculation Date
occurring more than one year after the Effective Date to be 2.50:1:00 or less.

                                  ARTICLE VIII

                           EVENTS OF DEFAULT; REMEDIES

     Section 8.1 Events of Default. Any one or more of the following events
shall constitute an Event of Default:

          (a) the Borrower shall fail to pay any principal of any Loan or any
Hedging Termination Obligation when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise, or shall fail to pay any interest on any Loan or any
amount that is payable periodically in respect of any Hedging Obligation, when
and as the same shall become due and payable, or shall fail to pay any fee or
any other amount under the Loan Documents on the date when due, unless any such
non-payment is caused by technical or administrative error and is remedied
within three (3) Business Days.

          (b) any Loan Party shall fail to comply with any covenant or agreement
contained in Section 6.7, Section 6.8(i), Section 7.1, Section 7.2, Section 7.4,
Section 7.6 or Section 7.20 of this Agreement; or

          (c) any default shall occur under any Security Document and such
default shall continue beyond any period of grace provided with respect thereto;
or

          (d) any Loan Party shall fail to comply with any covenant or agreement
under this Agreement or under any other Loan Document (other than those
specified in subsections (a), (b) or (c) above), and such failure is not
remedied within 60 days after notice thereof from the Administrative Agent to
the Borrower (which notice will be given at the request of the Required
Lenders); provided that if such failure capable of remedy but by its nature
cannot reasonably be


                                       58



cured within 60 days, such Loan Party shall have such additional time not
exceeding 30 days as may be necessary to cure such failure so long as such Loan
Party proceeds with all due diligence to cure such failure, such failure is
cured within such additional time period, and such delay is not reasonably
likely to have a Material Adverse Effect; or

          (e) any representation or warranty made by the Borrower or any other
Loan Party in any Loan Document to which it is a party, or in any certificate or
document delivered to the Administrative Agent or Collateral Agent by the
Borrower or any other Loan Party pursuant to any Loan Document, shall prove to
have been incorrect when made or deemed made and a Material Adverse Effect would
reasonably be expected to result therefrom; or

          (f) any Loan Party shall (i) fail to make any payment on account of
any Indebtedness of such Person (other than the Obligations) when due (whether
at scheduled maturity, by required prepayment, upon acceleration or otherwise)
and such failure shall continue beyond any originally applicable grace period
provided with respect thereto, if the amount of such Indebtedness exceeds
$5,000,000 or the effect of such failure is to cause, or permit the holder or
holders thereof to cause, such Indebtedness of the Borrower or its Subsidiaries
(other than the Obligations) in an aggregate amount exceeding $5,000,000 to
become redeemable, liquidated, due or otherwise payable (whether at scheduled
maturity, by required prepayment, upon acceleration or otherwise) and/or to be
secured by cash collateral or (ii) otherwise fail to observe or perform any
agreement, term or condition contained in any agreement or instrument relating
to any Indebtedness (other than the Obligations), or any other event shall occur
or condition shall exist, if the effect of such failure, event or condition is
to cause, or permit the holder or holders thereof to cause, such Indebtedness of
the Borrower or its Subsidiaries (other than the Obligations) in an aggregate
amount exceeding $5,000,000 to become redeemable, liquidated, due or otherwise
payable (whether at scheduled maturity, by required prepayment, upon
acceleration or otherwise) and/or to be secured by cash collateral; or

          (g) any Loan Party shall (i) apply for or consent to the appointment
of a receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its Property, (ii) be unable, or admit in writing its
inability, to pay its debts generally as they mature, (iii) make a general
assignment for the benefit of its or any of its creditors, (iv) be dissolved or
liquidated in full or in part, (v) become insolvent (as such term may be defined
or interpreted under any applicable statute), or (vi) commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its Property by any official in an
involuntary case or other proceeding commenced against it; or

          (h) proceedings for the appointment of a receiver, trustee, liquidator
or custodian of any Loan Party or of all or a substantial part of the Property
thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to any Loan Party or the debts
thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect shall be commenced and an order for relief entered or such proceeding
shall not be dismissed or discharged within sixty (60) days of commencement; or


                                       59



          (i) a final judgment that is not covered by available insurance as
acknowledged in writing by the provider of such insurance or as certified to the
Administrative Agent by an independent insurance broker or carrier satisfactory
to the Administrative Agent is entered against the Borrower or its Subsidiaries
in excess of $5,000,000, or any non monetary final judgment is entered against
the Borrower or its Subsidiaries and the effect of such non monetary final
judgment could reasonably be expected to result in a Material Adverse Effect,
and, in each case such judgment remains unsatisfied or there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, shall not be in effect; or

          (j) (i) any Loan Document or any material term thereof shall cease,
for any reason, to be in full force and effect or any Loan Party shall so assert
in writing and any such event continues for ten (10) days after the earlier of
the Administrative Agent giving notice and the Borrower becoming aware of such
event; or (ii) any Security Document shall cease, except in accordance with its
terms, to be effective to grant a perfected Lien on the Collateral described
therein (other than on an immaterial portion thereof) with the priority
purported to be created thereby; or (iii) the Borrower or its Subsidiaries shall
issue, create or permit to be outstanding any Equity Securities which shall not
be subject to a first priority perfected Lien under the Security Agreement; or

          (k) any Reportable Event which the Administrative Agent reasonably
believes in good faith constitutes grounds for the termination of any Plan by
the PBGC or for the appointment of a trustee by the PBGC to administer any Plan
shall occur and be continuing for a period of thirty (30) days or more after
notice thereof is provided to the Borrower by the Administrative Agent, or a
trustee shall be appointed by the PBGC to administer any Plan; or

          (l) except for in the case of force majeure in which case this Section
8.1(l) shall not apply, the Borrower or its Subsidiaries shall abandon its
business operations, which abandonment shall be deemed to have occurred if the
Borrower or its Subsidiaries fails, without reasonable cause, to conduct
business operations in the ordinary course for a continuous period of more than
30 days; or

          (m) any material Governmental Authorization necessary (i) for the
execution, delivery and performance by any Loan Party of any of the Loan
Documents or Material Documents to which it is a party, or for the performance
by any Loan Party of its material rights and obligations under any of the Loan
Documents or Material Documents to which it is a party or (ii) for the
ownership, leasing or operation of any material portion of the business of the
Loan Parties (determined on a consolidated basis) as conducted as of the date
hereof, shall be revoked, terminated, withdrawn, suspended or materially
modified unless (x) such Governmental Authorization is reinstated within 10 days
after the occurrence of such event (or such longer period as is necessary to
reinstate such Governmental Authorization, so long as the applicable Loan Party
is diligently pursuing such reinstatement and such extension of time does not
result or could reasonably be expected to result in a Material Adverse Effect),
or (y) the revocation, termination, withdrawal, suspension or modification of
such Governmental Authorization does not result in or could not reasonably be
expected to result in a Material Adverse Effect;


                                       60



          (n) it becomes unlawful for the Borrower or its Subsidiaries to
perform any of its obligations under the Loan Documents (other than an
illegality referred to in Section 3.3) and such illegality could reasonably be
expected to have a Material Adverse Effect; or

          (o) any change in the financial condition or results of operations of
the Borrower or its Subsidiaries shall have occurred since the date of the
latest audited Financial Statements of the Borrower delivered to the
Administrative Agent which could reasonably be expected to have a Material
Adverse Effect.

     Section 8.2 Remedies Upon Event of Default.

          (a) If any Event of Default occurs and is continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall:
(i) by notice to the Borrower, declare the Commitments to be terminated,
whereupon the same shall forthwith terminate; (ii) declare the entire unpaid
principal amount of the Loans (together with all accrued and unpaid interest
thereon and any other amount then due under the Loan Documents) and all other
Obligations to be forthwith due and payable, whereupon such amounts shall become
and be forthwith due and payable, without presentment, demand, protest, or
notice of any kind, all of which are hereby expressly waived by the Borrower;
and/or (iii) subject to the prior approval of any required Governmental
Authority or the provisions of any Governmental Authorization, instruct the
Collateral Agent to foreclose on any or all of the Collateral and/or proceed to
enforce all remedies available to the Administrative Agent (or Collateral Agent)
pursuant to the Loan Documents or otherwise as a matter of law. Notwithstanding
the foregoing, if an Event of Default referred to in Section 8.1(h) or (i) of
this Agreement shall occur with respect to the Borrower, automatically and
without notice the actions described in clauses (i) and (ii) above shall be
deemed to have occurred.

          (b) No Financing Party may, except with the prior consent of the
Required Lenders (i) enforce any security interest created or evidenced by any
Security Document or require the Administrative Agent to enforce any such
security interest (provided that the foregoing shall not limit any right of
setoff by a Lender permitted hereunder); (ii) sue for or institute any
creditor's process (including an injunction, garnishment, execution or levy,
whether before or after judgment) in respect of any Obligation (whether or not
for the payment of money) owing to it under or in respect of any Loan Document;
(iii) take any step for the winding-up, administration of or dissolution of, or
any insolvency proceeding in relation to, the Borrower or its Subsidiaries, or
for a voluntary arrangement, scheme of arrangement or other analogous step in
relation to the Borrower or its Subsidiaries, or (iv) apply for any order for an
injunction or specific performance in respect of the Borrower or its
Subsidiaries in relation to any of the Loan Documents. Each of the Financing
Parties shall be subject to the terms and provisions of the Intercreditor
Agreement as if it was a signatory thereto.


                                       61



                                   ARTICLE IX
                                     AGENTS

     Section 9.1 Appointment and Authorization of Agents.

     Each Financing Party hereby irrevocably appoints, designates and authorizes
the Agents to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere
herein or in any other Loan Document, neither of the Agents shall have any
duties or responsibilities, except those expressly set forth herein or in the
Security Documents, nor shall the Agents have or be deemed to have any fiduciary
relationship with any Financing Party or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agents. Without limiting the generality of the foregoing sentence, the use of
the term "agent" herein and in the other Loan Documents with reference to the
Agents is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Legal Requirement.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

     Section 9.2 Delegation of Duties. Each Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. Neither
Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.

     Section 9.3 Liability of Agents. None of the Agents, their respective
officers, directors, employees, agents, attorneys-in-fact and Affiliates shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Financing Party or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. None of the Agents and any of their
respective officers, directors, employees, agents, attorneys-in-fact and
Affiliates shall be under any obligation to any Financing Party or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.


                                       62



     Section 9.4 Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by such Agent. Each
Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate and, if it so request, it shall
first be indemnified to its satisfaction by the Financing Parties against any
and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action, provided that neither Agent shall be
required to take any action that would expose them it to personal liability or
that is contrary to the Loan Documents or applicable Legal Requirements. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders (or such greater number of Lenders as
may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.

     Section 9.5 Notice of Default. The Agents shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Administrative Agent for the account of the Financing Parties,
unless the Administrative Agent shall have received written notice from a
Financing Party or the Borrower referring to this Agreement, describing such
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Financing Parties of its receipt of any
such notice. The Administrative Agent shall take such action with respect to
such Default or Event of Default as may be directed by the Required Lenders (or
such other number or percentage of Lenders as shall be necessary under the
circumstances as provided in Section 11.1 of this Agreement; provided, that
unless and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Financing
Parties.

     Section 9.6 Credit Decision; Disclosure of Information. Each Financing
Party acknowledges that neither the Agents nor any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representation
or warranty to it, and that no act by the Agents hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any Loan
Party or any Affiliate thereof, shall be deemed to constitute any representation
or warranty by the Agents or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates to any Financing Party as to any matter,
including whether the Agents or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates have disclosed material information in
their possession. Each Financing Party represents to the Agents that it has,
independently and without reliance upon the Agents or any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the


                                       63



business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Financing Party also represents
that it will, independently and without reliance upon the Agents or any of their
officers, directors, employees, agents, attorneys-in-fact or Affiliates and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Financing Parties by the
Administrative Agent herein, neither Agent shall have any duty or responsibility
to provide any Financing Party with any credit or other information concerning
the business, prospects, operations, property, financial and other condition or
creditworthiness of the Borrower or any of its Affiliates which may come into
the possession of the Agents or any of their officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

     Section 9.7 Indemnification. To the extent that the Borrower fails to pay
any amount required to be paid by it to the Agents or any Indemnitee, each
Lender severally agrees to pay to the Agents or such Indemnitee such Lender's
Pro Rata Share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount. The undertaking
in this Section shall survive termination of the Commitments, the payment of all
Obligations and the resignation of either Agent.

     Section 9.8 Agents in their Individual Capacities. The Agents and their
respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though the
Agents were not the Agents hereunder and without notice to or consent of the
Financing Parties. The Financing Parties acknowledge that, pursuant to such
activities, the Agents or their respective Affiliates may receive information
regarding any Loan Party or their respective Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Agents shall be under no obligation
to provide such information to them. With respect to their Loans or other
Outstanding Exposure, the Agents shall have the same rights and powers under
this Agreement as any other Financing Party and may exercise such rights and
powers as though it were not the Administrative Agent or the Collateral Agent,
as the case may be.

     Section 9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the


                                       64



Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Borrower, a successor administrative agent from among
the Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent, and the retiring Administrative Agent's appointment,
powers and duties as Administrative Agent shall be terminated. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article IX and Section 11.3 of this Agreement shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

     Section 9.10 Lead Arranger. The Lead Arranger shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, to the extent it is a Lender or the Administrative Agent, those applicable
to all Lenders or the Administrative Agent, as the case may be, as such. Each
Lender acknowledges that it has not relied, and will not rely, on the Lead
Arranger in deciding to enter into this Agreement or in taking or not taking
action hereunder.

                                    ARTICLE X
                              HEDGING ARRANGEMENTS

     Section 10.1 Hedging Payments. Each Hedging Bank agrees that it shall not
(i) demand (other than as may be necessary in order to exercise any right to
terminate any Hedging Transaction pursuant to a Lender Hedging Agreement as
permitted under Section 10.2 of this Agreement or required under Section 10.3 of
this Agreement) or receive payment, prepayment or repayment of, or any
distribution in respect of, or on account of, any of the Hedging Obligations in
cash or in kind, or apply any money or property in or towards the discharge of
any Hedging Obligations except for scheduled payments arising under the terms of
the Lender Hedging Agreements, or (ii) permit to exist or receive any security
interest or any financial support (including the giving of any guarantee or the
making of any deposit or payment) for or in respect of any of the Hedging
Obligations other than under the Loan Documents.

     Section 10.2 Voluntary Termination. Each Hedging Bank agrees that it may
terminate a Hedging Transaction pursuant to a Lender Hedging Agreement only upon
the occurrence of any of the following events: (i) the Administrative Agent has
declared that all of the amounts outstanding under the Loan Documents are
immediately due and payable or such acceleration has occurred without notice
from the Administrative Agent pursuant to Section 8.2(a) of this Agreement, (ii)
the Required Lenders have directed the Administrative Agent to seek a lifting of
the automatic stay or any other stay in any Bankruptcy Proceeding so as to
permit an acceleration of all of the amounts outstanding under the Loan
Documents pursuant to Section 8.2(a) of this


                                       65



Agreement, (iii) early termination is permitted in accordance with the terms of
such Lender Hedging Agreement by the Hedging Bank in the event it becomes
unlawful for such Hedging Bank to perform any absolute or contingent obligation
under such Lender Hedging Agreement, (iv) early termination is permitted in
accordance with the terms of such Lender Hedging Agreement upon the occurrence
of a tax event or tax event upon merger, (v) the Administrative Agent has
requested such termination in accordance with Section 9.3 of this Agreement, or
(vi) an Event of Default occurs under Section 8.1(a) with respect to the Lender
Hedging Agreement entered into by such Hedging Bank.

     Section 10.3 Involuntary Termination or Reduction.

          (a) If the Administrative Agent has declared that all of the amounts
outstanding under the Loan Documents are immediately due and payable or such
acceleration has occurred without notice from the Administrative Agent pursuant
to Section 8.2(a) of this Agreement, each Hedging Bank agrees that, at the
written request of the Administrative Agent (acting at the direction of the
Required Lenders), such Hedging Bank shall exercise its rights to terminate all
hedging transactions under each Lender Hedging Agreement to which it is a party.

          (b) If the aggregate notional amounts hedged under the Lender Hedging
Agreements exceed by more than ten percent (10%) the aggregate principal amount
of the Loans for a period of more than sixty (60) days, the Administrative Agent
(acting at the direction of the Required Lenders) may, by notice to the Hedging
Banks and the Borrower, require that the amounts hedged under the Lender Hedging
Agreements be reduced (allocated ratably among the Lender Hedging Agreements
according to the respective amounts hedged thereunder) to a level equal to no
more than 110% and no less than 100% of the Loans outstanding.

     Section 10.4 Agreement to be Bound by Loan Documents; Benefit of Lien of
Security Documents. By entering the Lender Hedging Agreements, each Hedging Bank
shall be deemed to have agreed to be bound by the provisions set forth in this
Agreement applicable to Hedging Banks and Financing Parties. So long as the
terms thereof are in compliance with this Agreement, each Lender Hedging
Agreement shall be secured by the Liens created by the Security Documents on a
pari passu basis.

                                   ARTICLE XI
                                  MISCELLANEOUS

     Section 11.1 Amendments; Waivers.

          (a) No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Borrower or any
other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent; provided that no such
amendment, waiver or consent shall: (i) extend or increase the Commitment of any
Lender without the written consent of such Lender; (ii) postpone any date fixed
by this Agreement or any other Loan Document for any payment or mandatory
prepayment of principal, interest, fees or other amounts due to the Lenders (or
any of them), or postpone the


                                       66



scheduled date of expiration of any Commitment, without the written consent of
each Lender directly affected thereby; (iii) reduce the principal of, or the
rate of interest specified herein on, any Loan, or any fees or other amounts
payable hereunder or under any other Loan Document, or change the manner of
calculation of the amount of any mandatory prepayment that would result in a
reduction of any such prepayment, without the written consent of each Lender
directly affected thereby; (iv) change Section 2.12 of this Agreement in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender; (v) change any provision of this
Section or the definition of "Required Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; or (vi) release all or
any material part of the Collateral without the written consent of each Lender
and Hedging Bank (except that (A) any release in connection with a sale or other
disposition of Collateral authorized by Section 7.3 of this Agreement shall not
require the approval of any Lender or Hedging Bank) and (B) any amendment,
waiver or consent which modifies the terms of Section 7.3 of this Agreement
(including any modification relating to the prepayment of proceeds from any such
sale or other disposition) shall require the consent of the Required Lenders);
and provided, further, that (A) no amendment, waiver or consent shall, without
the written consent of the Administrative Agent in addition to the Lenders
required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document, (B) no amendment, waiver or consent
shall, without the written consent of each Hedging Bank directly affected
thereby in addition to the Lenders required above, affect the rights or duties
of such Hedging Bank under this Agreement or any other Loan Document, and (C)
any separate fee agreement between the Borrower and the Administrative Agent in
its capacity as such or between the Borrower and the Lead Arranger in their
capacities as such may be amended or modified by such parties; and provided,
further, that any waiver of conditions precedent set forth in Section 4.1(f) of
this Agreement which relate to the perfection of a security interest in
Collateral can be waived by the Administrative Agent in its discretion, provided
that such condition shall instead be satisfied after the Effective Date and
within time periods established by the Administrative Agent in its discretion.

          (b) No failure or delay by the Administrative Agent, or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (a) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.


                                       67



     Section 11.2 Notices.

          (a) Unless otherwise expressly provided herein, (and subject to
paragraph (c) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

               (i) if to MGH:

               Macquarie Gas Holdings, LLC
               125 West 55 Street
               22nd Floor
               New York, NY 10019
               Attention: William Cavers
               Telephone: 212 231 1660
               Facsimile: 212 231 1828

               (ii) the Borrower:

               HGC Holdings, LLC
               P.O. Box 3000
               Honolulu, HI 96802
               Attention: Jim Yates
               Telephone: 808-535-5908
               Facsimile: 808-535-5942:

               with a copy to:

               Attention: George Aoki
               Telephone: 808-535-5912
               Facsimile: 808-535-5942

               (iii) if to the Administrative Agent:

               Dresdner Bank AG, London Branch
               Loan Operations, London
               IB Operations
               Riverbank House
               2 Swan Lake
               London EC4R 3UX
               Attention: greg.corsale@drkw.com
               Telephone: 44 (0)20 7475 2034
               Facsimile: 44 (0)20 7623 4118

               (iv) if to any Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.


                                       68



          (b) Loan Documents may be transmitted and/or signed by facsimile. The
effectiveness of any such documents and signatures shall, subject to applicable
Legal Requirements, have the same force and effect as manually-signed originals
and shall be binding on all Loan Parties, the Administrative Agent and the
Lenders. The Administrative Agent may also require that any such documents and
signatures be confirmed by a manually-signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

          (c) Electronic mail and internet and intranet websites may be used
only to distribute routine communications, such as Financial Statements and
other information as provided in Section 6.1 of this Agreement, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

          (d) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the Borrower and the
Administrative Agent. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.

     Section 11.3 Expenses; Indemnity; Damage Waiver.

          (a) The Borrower shall pay (i) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable and documented fees, charges and disbursements of
counsel for the Administrative Agent, in connection with the preparation,
negotiation and execution of this Agreement and the other Loan Documents and any
amendment, modification or waiver of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated),
the syndication of the credit facilities provided for herein, and administration
of the transactions contemplated hereby and thereby, and (ii) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent or any
Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement,
attempted enforcement or protection of its rights in connection with this
Agreement or any other Loan Document, including its rights under this Section,
or in connection with the Loans made hereunder, including all such reasonable
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of the Obligations.

          (b) The Borrower shall indemnify the Administrative Agent, each Lender
and each of the officers, directors, employees, agents, attorneys-in-fact and
Affiliates of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the
reasonable and documented fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any agreement or instrument contemplated thereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the transactions contemplated thereby, the consummation of the Acquisition
and the consummation of the TGC Financing, (ii) any Commitment or Loan or the
use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous


                                       69



Materials on or from any property owned or operated by any Loan Party, or
liability under any Environmental Laws related in any way to any Loan Party, or
(iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory; provided, that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence, bad faith
or willful misconduct of such Indemnitee.

          (c) In the event that any claim or demand by a third party for which
the Borrower may be required to indemnify an Indemnitee hereunder (a "Claim") is
asserted against or sought to be collected from any Indemnitee by a third party,
such Indemnitee shall as promptly as practicable notify the Borrower in writing
of such Claim, and such notice shall specify (to the extent known) in reasonable
detail the amount of such Claim and any relevant facts and circumstances
relating thereto; provided, however, that any failure to give such prompt notice
or to provide any such facts and circumstances shall not constitute a waiver of
any rights of the Indemnitee, except to the extent that the rights of the
Borrower are actually prejudiced thereby.

          (d) The Borrower shall be entitled to appoint counsel of its choice at
the expense of the Borrower to represent an Indemnitee in any action for which
indemnification is sought (in which case the Borrower shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by that
Indemnitee except as set forth below); provided, however, that such counsel
shall be satisfactory to such Indemnitee. Notwithstanding the Borrower's
election to appoint counsel to represent an Indemnitee in any action, such
Indemnitee shall have the right to employ separate counsel (including local
counsel, but only one such counsel in any jurisdiction in connection with any
action), and the Borrower shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the Borrower to
represent the Indemnitee would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the Indemnitee and the Borrower and the Indemnitee shall have
reasonably concluded that there may be legal defenses available to it and/or
other Indemnitees which are different from or additional to those available to
the Borrower; (iii) the Borrower shall not have employed counsel to represent
the Indemnitee within a reasonable time after notice of the institution of such
action; or (iv) the Borrower shall authorize the Indemnitee to employ separate
counsel at the Borrower's expense. The Borrower shall not be liable for any
settlement or compromise of any action or claim by an Indemnitee affected
without your prior written consent, which consent shall not be unreasonably
withheld.

          (e) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or arising out of the activities in connection herewith or
therewith.


                                       70



          (f) All amounts due under this Section shall be payable not later than
thirty (30) days after written demand therefor.

          (g) The agreements in this Section shall survive the termination of
the Commitments and repayment of all other Obligations.

     Section 11.4 Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto (excluding the Borrower) upon the execution
and delivery hereof by MGH and Dresdner Bank AG London Branch, as Administrative
Agent and Lender and their respective successors and assigns permitted hereby,
and upon the execution and delivery hereof by the Borrower, shall be binding
upon and inure to the benefit of all of the parties hereto, except that (i)
neither MGH nor the Borrower may assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent shall
be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

          (b) (i) Any Lender may assign to one or more other Lenders, Affiliates
of any Lender or Eligible Assignees approved by the Administrative Agent and (so
long as no Event of Default is continuing) the Borrower (which approvals shall
not be unreasonably withheld or delayed) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it); provided that (A) no approval of the
Administrative Agent or the Borrower shall be required for any assignment to an
assignee that is a Lender or an Affiliate of a Lender immediately prior to
giving effect to such assignment, (B) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender's Loans and Commitment, the amount of the Loans
and Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents; (C)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement; (D)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 and any required tax forms; and (E) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

               (ii) Subject to acceptance and recording thereof pursuant to
     paragraph (b)(iv) of this Section, from and after the effective date
     specified in each Assignment and Assumption the assignee thereunder shall
     be a party hereto and, to the


                                       71


     extent of the interest assigned by such Assignment and Assumption, have the
     rights and obligations of a Lender under this Agreement, and the assigning
     Lender thereunder shall, to the extent of the interest assigned by such
     Assignment and Assumption, be released from its obligations under this
     Agreement (and, in the case of an Assignment and Assumption covering all of
     the assigning Lender's rights and obligations under this Agreement, such
     Lender shall cease to be a party hereto but shall continue to be entitled
     to the benefits of Sections 3.1, 3.3, 3.4 and 11.3 of this Agreement). Upon
     request, the Borrower (at its expense) shall execute and deliver a Note to
     the assignee Lender. Any assignment or transfer by a Lender of rights or
     obligations under this Agreement that does not comply with this Section
     11.4 shall be treated for purposes of this Agreement as a sale by such
     Lender of a participation in such rights and obligations in accordance with
     paragraph (c) of this Section.

               (iii) The Administrative Agent, acting solely for this purpose as
     an agent of the Borrower, shall maintain at one of its offices a copy of
     each Assignment and Assumption delivered to it and a register for the
     recordation of the names and addresses of the Lenders, and the Commitment
     of, and principal amount of the Loans owing to, each Lender pursuant to the
     terms hereof from time to time (the "Register"). The entries in the
     Register shall be conclusive, and the Borrower, the Administrative Agent
     and the Lenders may treat each Person whose name is recorded in the
     Register pursuant to the terms hereof as a Lender hereunder for all
     purposes of this Agreement, notwithstanding notice to the contrary. The
     Register shall be available for inspection by the Borrower and any Lender,
     at any reasonable time and from time to time upon reasonable prior notice.

               (iv) Upon its receipt of a duly completed Assignment and
     Assumption and required tax forms executed by an assigning Lender and an
     Eligible Assignee, the assignee's completed Administrative Questionnaire
     (unless the assignee shall already be a Lender hereunder) and the
     processing and recordation fee referred to in paragraph (b)(i) of this
     Section, the Administrative Agent shall accept such Assignment and
     Assumption and record the information contained therein in the Register. No
     assignment shall be effective for purposes of this Agreement unless it has
     been recorded in the Register as provided in this paragraph.

          (c) (i) Any Lender may, without the consent of or notice to the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (each, a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of


                                       72



the Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 11.1(a) of this Agreement that affects such
Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 3.1, 3.3 and
3.4 of this Agreement to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section.

               (ii) A Participant shall not be entitled to receive any greater
     payment under Section 3.1, 3.4 or 3.5 of this Agreement than the applicable
     Lender would have been entitled to receive with respect to the
     participation sold to such Participant. Without limitation of the preceding
     sentence, (i) a Participant that would be a Foreign Lender if it were a
     Lender shall not be entitled to the benefits of Section 3.1 of this
     Agreement unless the Borrower is notified of the participation sold to such
     Participant and such Participant agrees, for the benefit of the Borrower,
     to comply with Section 3.1(e) of this Agreement as though it were a Lender
     and (ii) a Participant that is a United States resident individual shall
     not be entitled to the benefits of Section 3.1 as if it were a Lender
     unless the Participant agrees to comply with Section 3.1(g) of this
     Agreement as though it were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

     Section 11.5 Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any Governmental Authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement or any other Loan Document, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or their respective
advisers, or (ii) any actual or prospective counterparty (or their respective
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information becomes publicly available other than as a result of a breach of
this Section. For the purposes of this Section, "Information" means all
information received from the Borrower relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrower that is not prohibited from transmitting the information
to the Administrative Agent or such Lender by a


                                       73



contractual or legal obligation. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     Section 11.6 Limitation on Interest. Notwithstanding anything to the
contrary contained in any Loan Document, the interest and fees paid or agreed to
be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Legal Requirement (the "Maximum
Rate"). If the Administrative Agent or any Lender shall receive interest or a
fee in an amount that exceeds the Maximum Rate, the excessive interest or fee
shall be applied to the principal of the outstanding Obligations or, if it
exceeds the unpaid principal, refunded to Borrower. In determining whether the
interest or a fee contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Legal Requirement, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations.

     Section 11.7 Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured; provided that if any such set off is effected
prior to acceleration of the Loans pursuant to Section 8.2 of this Agreement and
all Events of Default are cured prior to any such acceleration, such set off
shall be rescinded and the deposits and other amounts so set off shall be
restored to the Borrower, without interest. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

     Section 11.8 Nonliability of Lenders. The Borrower acknowledges and agrees
that:

          (a) Any inspections of any property of the Borrower made by or through
the Administrative Agent or Lenders are for purposes of administration of the
Loan Documents only, and the Borrower is not entitled to rely upon the same
(whether or not such inspections are at the expense of Borrower);

          (b) The relationship between the Borrower and the Administrative Agent
and Lenders is, and shall at all times remain, solely that of borrowers and
lenders; neither the Administrative Agent nor any Lender shall under any
circumstance be construed to be partners or joint venturers of any Loan Party or
its Affiliates; neither the Administrative Agent nor any Lender shall under any
circumstance be deemed to be in a relationship of confidence or trust or a
fiduciary relationship with any Loan Party or its Affiliates, or to owe any
fiduciary duty to any


                                       74



Loan Party or its Affiliates; neither the Administrative Agent nor the Lenders
undertake or assume any responsibility or duty to any Loan Party or its
Affiliates to select, review, inspect, supervise, pass judgment upon or inform
any such Person of any matter in connection with the operations of such Person;
each Loan Party and its Affiliates shall rely entirely upon their own judgment
with respect to such matters; and any review, inspection, supervision, exercise
of judgment or supply of information undertaken or assumed by the Administrative
Agent or any Lender in connection with such matters is solely for the protection
of the Administrative Agent and each Lenders and neither any Loan Party nor any
other Person is entitled to rely thereon; and

     Section 11.9 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

     Section 11.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York.

     Section 11.11 Submission To Jurisdiction; WAIVER OF JURY TRIAL.

          (a) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, solely for purposes of any action or proceeding arising out of
or relating to this Agreement (and not as a general submission to New York law),
or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.

          (b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (a) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


                                       75



          (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.2 of this Agreement.
Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

          (d) EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT
MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR RELATING TO
ANY LOAN DOCUMENT OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

     Section 11.12 Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     Section 11.13 Headings. The table of contents and the headings of Articles,
Sections, Exhibits and Schedules have been included herein for convenience of
reference only, are not part of this Agreement, and shall not be taken into
consideration in interpreting this Agreement.

     Section 11.14 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the parties
shall be maintained by the Borrower and the Administrative Agent.

                                   ARTICLE XII
                               INTERIM PROVISIONS

     Section 12.1 Representations, Warranties and Covenants of MGH. MGH
represents and warrants to the Administrative Agent and the Lenders that (i) the
representations and warranties to be made by the Borrower under Sections 5.1,
5.2, 5.3, 5.4, 5.5(a), 5.6 and 5.7 of this Agreement are true and correct
insofar as they relate to MGH, (ii) Macquarie Investment Holdings Inc. has
assigned to MIC, and MIC has assigned to MGH, all of its right, title and
interest in the Acquisition Agreement, (iii) true and correct copies of the
agreements pursuant to which such assignments were made have been provided to
the Administrative Agent and (iv) the Acquisition Agreement is in full force and
effect and a true, correct and complete copy thereof has been provided to the
Administrative Agent.


                                       76



     Section 12.2 Certain Rights and Obligations. Until the Borrower shall
become a party to this Agreement or the Commitments are terminated:

          (a) MGH shall be bound by the provisions of this Agreement and perform
the obligations of the Borrower under this Agreement as if it were the Borrower
(excluding all provisions of, or obligations arising under, in Articles V, VI
and VII of this Agreement); provided, however, that MGH also agrees to perform
the obligations of the Borrower set forth in Section 6.2 of this Agreement to
the extent that MGH shall be able to do so by virtue of any rights that it may
have under the Acquisition Agreement or by virtue of the Borrower providing any
information or notice of the type referred to therein. Until the Borrower shall
become a party to this Agreement or the Commitments are terminated, MGH may
exercise any of the rights of the Borrower hereunder;

          (b) no amendment or waiver of this Agreement pursuant to Section 11.1
of this Agreement shall require the consent of the Borrower;

          (c) the Borrower shall have no rights or obligations under this
Agreement; and

          (d) the Borrower shall not be deemed to have made any representations
or warranties under this Agreement and shall not be subject to any of the
covenants set forth herein.

     Section 12.3 Covenants of MGH. Until the earlier of the Effective Date or
the date on which Commitments are terminated, MGH covenants and agrees that:

          (a) MGH shall not agree to waive or amend any material provision of
the Acquisition Agreement;

          (b) MGH shall deliver to the Lenders, promptly after receipt thereof,
copies all financial statements, notices and all other material information
delivered to it by the Seller pursuant to the Acquisition Agreement and copies
of any material correspondence delivered by the Seller to MGH concerning the
Acquisition Agreement;

          (c) MGH shall not disclose to any Person any of the terms of this
Agreement other than in connection with seeking to obtain any Governmental
Authorization that may be necessary for the execution, delivery and performance
by the Loan Parties of the Loan Documents or as a result of any filing required
by any Governmental Authority; and

          (d) MGH shall use commercially reasonable efforts to seek to obtain
any Governmental Authorizations that may be necessary for the execution,
delivery and performance by the Loan Parties of the Loan Documents and for the
consummation of the Acquisition and the TGC Financing.

     Section 12.4 Governmental Authorizations. In connection with seeking to
obtain all Governmental Authorizations necessary for the execution, delivery and
performance by the Loan Parties of the Loan Documents and for the consummation
of the Acquisition and the TGC Financing, MGH will keep the Administrative Agent
and the Lenders informed as to the status


                                       77



thereof and developments in connection therewith. In the event that it becomes
apparent that a modification to any provision of this Agreement or the other
Loan Documents contemplated by this Agreement relating to the Collateral
contemplated to secure the Obligations will be required in order to obtain any
such Governmental Authorization, the Lenders and MGH agree to negotiate in good
faith to effectuate such modification.

                           [signature pages to follow]


                                       78



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.

                                        MACQUARIE GAS HOLDINGS, LLC


                                        By: /s/ Peter Stokes
                                            ------------------------------------
                                        Name: Peter Stokes
                                        Title: Chief Executive Officer


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        HGC HOLDINGS, LLC, as the Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------



                                        DRESDNER BANK AG LONDON BRANCH,
                                        as the Administrative Agent and as a
                                        Lender


                                        By: /s/ Jorge E Rodriguez
                                            ------------------------------------
                                        Name: Jorge E Rodriguez
                                        Title: Authorized Signatory


                                        By: /s/ Edmund M. Robinson
                                            ------------------------------------
                                        Name: Edmund M. Robinson
                                        Title: Authorized Signatory



                                        COMMONWEALTH BANK OF AUSTRALIA, as
                                        Lender


                                        By: /s/ John J Scheurer
                                            ------------------------------------
                                        Name: John J Scheurer
                                        Title: Head Utilities & Energy


                                        By: /s/ Brian Hall
                                            ------------------------------------
                                        Name: Brian Hall
                                        Title: Risk Executive



                                        LLOYDS TSB BANK PLC, as Lender


                                        By: /s/ Russell Protti
                                            ------------------------------------
                                        Name: Russell Protti
                                        Title: AVP


                                        By: /s/ Paul Briamonte
                                            ------------------------------------
                                        Name: Paul D. Briamonte
                                        Title: Director



                                        BAYERISCHE LANDESBANK, as Lender


                                        By: /s/ John Gregory
                                            ------------------------------------
                                        Name: John Gregory
                                        Title: Vice President


                                        By: /s/ Norman McClave
                                            ------------------------------------
                                        Name: Norman McClave
                                        Title: First Vice President



                           SCHEDULES TO LOAN AGREEMENT


                                                                    Schedule 2.1
                                                               to Loan Agreement

                         COMMITMENTS AND PRO RATA SHARES



                LENDER                     COMMITMENT     PRO RATA SHARE
                ------                     ----------     --------------
                                                    
Dresdner Kleinwort Wasserstein Limited   $33,955,555.56         42%
Commonwealth Bank of Australia           $22,222,222.22         28%
Lloyds TSB Bank plc                      $12,711,111.11         16%
Bayerische Landesbank                    $11,111,111.11         14%
                                         --------------        ---
Total                                    $80,000,000.00        100%
                                         ==============        ===



                                  Sched. 2.1-1



                                                                    Schedule 5.5
                                                               to Loan Agreement

                                    APPROVALS

     1.   Credit Agreement dated as of August 8, 2003 among HGC Holdings,
          L.L.C., as Borrower, certain subsidiaries and affiliates of Borrower,
          Bank of America, N.A., First Hawaiian Bank, Central Pacific Bank, and
          City Bank, as Lenders, and Bank of America, N.A., as Administrative
          Agent, contains a Change of Control restriction that would need to be
          modified or waived if the commitment is not terminated prior to the
          Effective Date.

     2.   Approval of the U. S. Federal Trade Commission and U.S. Department of
          Justice, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act
          of 1976, as amended.

     3.   Approval of the Federal Communications Commission, with respect to the
          following FCC licenses: (1) Microwave License WPOS665, (2) Radio
          Station License KXE351 and (3) Radio Station License KUA344.

     4.   Approval of the Hawaii Public Utilities Commission.

     5.   Approval of the State of Hawaii, Department of Land and Natural
          Resources in connection with General Lease No. S-5547 dated February
          11, 1999, covering land located at Waiakea, South Hilo, Hawaii, TMK:
          #2-2-027.

     6.   Approval of the State of Hawaii, Department of Transportation (Harbors
          Division) with respect to (1) Harbor Lease No. 94-1, dated December
          31, 1994, re: Nawiliwili Harbor pipeline easements and (2) Harbor
          Lease No. 94-4, dated January 1, 1995, re: pipeline easements for Pier
          38, Honolulu, Oahu.


                                  Sched. 5.5-1



                                                                    Schedule 5.7
                                                               to Loan Agreement

                           LITIGATION AND PROCEEDINGS

None.


                                  Sched. 5.7-1



                                                                    Schedule 5.8
                                                               to Loan Agreement

                                     LEASES

OAHU

     1.   Revocable Permit H-03-2424, dated August 8, 2003, from State of Hawaii
          Department of Transportation (Harbors Division), re: storage and
          distribution at Pier 38, Honolulu Harbor, TMK 1-5-42-7.

     2.   Lease H-80-9, dated January 9, 1981, with the State of Hawaii, re:
          Energy Corridor, Barbers Point to Honolulu.

     3.   Lease 20.400-1 dated October 18, 1971, with The Trustees of the Estate
          of Bernice Pauahi Bishop, re: Kaneohe base yard, TMK 4-6-30-46.

     4.   Memorandum of Lease, dated August 23, 1956, and June 23, 1986, with
          Maxine Alexandria Bruns, re: tank site in Ewa Beach, TMK 9-1-030-054.

     5.   Lease 4047, dated June 24, 1982, with The Estate of James Campbell,
          re: pipeline easement at Campbell Industrial Park.

     6.   Lease L01180900, dated December 29, 2000, with The Estate of James
          Campbell, at Campbell Industrial Park, Lot 7306, TMK 9-1-74:35 (por).

     7.   Lease H-94-4,dated January 1, 1995, re: pipeline easements at Pier 38,
          Honolulu Harbor, TMK 1-5-42-1.

     8.   Lease H-69-4, dated July 11, 1969, with the State of Hawaii Department
          of Transportation (Harbors Division), re: pipeline easement at Piers
          37 and 38, Honolulu Harbor, TMK 1-5-42-1.

     9.   Lease H-72-15, dated March 13, 1973, with the State of Hawaii
          Department of Transportation (Harbors Division), re: electrical
          easement at Pier 37, Honolulu Harbor, TMK 1-5-42.

     10.  License 244, dated November 1, 1989, with the State of Hawaii,
          Hawaiian Home Lands, re: pipeline easement in Honolulu
          (Papakolea-Kewalo Subdivision), TNK 2-4-41.

     11.  License 366, dated January 27, 1995, with the State of Hawaii,
          Hawaiian Home Lands, re: pipeline easement in Nanakuli, TMK 8-7-07:4.

     12.  Revocable Permit 5570, dated November 1, 1997, with the State of
          Hawaii Department of Transportation (Airport Division), re: tank site
          at Honolulu International Airport.


                                  Sched. 5.8-1



     13.  Lease 25,961, dated August 10, 1982, with the Trustees of the Estate
          of Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Waialae
          Nui), TMK 3-5-059.

     14.  Lease 8095, dated November 1, 1947, with the Trustees of the estate of
          Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Kapalama -
          Kohou Tract).

     15.  Lease 21,092, dated December 13, 1972, with the Trustees of the Estate
          of Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Portlock
          Road), TMK 3-19-16:37.

     16.  Lease 992, dated June 18, 1974, with BHP Hawaii, re SNG plant ground
          lease at Campbell Industrial Park, TMK 9-1-31:30, as amended by Fifth
          Amendment to Lease effective January 1, 2001.

     17.  License Agreement dated October 31, 1997, with BHP Petroleum Americas
          Refining Inc., re: ingress, egress, electrical and pipeline purposes,
          at Campbell Industrial Park (Lot 4751), TMK 9-1-31:03 and 9-1-31:30.

     18.  Lease dated December 1, 1961, with Colenet LLC, re: tank site in
          Waianae, TMK 8-4-11:18.

     19.  Revocable License dated May 23, 1955, with McCandless Estate, re:
          pipeline easement in Honolulu (North King St. & Nuuanu Ave.), TMK
          1-7-3:06.

     20.  Lease dated December 30, 1971, with Sugar-Pine Development Co., in
          Waialua (shopping center), TMK 6-7-01:1.

     21.  Lease 16963, dated June 30, 1970, with the Trustees of the Estate of
          Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Waialae Nui
          - Halekoa Drive), TMK 3-5-56:24.

     22.  Confirmation of License, dated August 4, 1997, with Chevron USA, re:
          barge harbor at Campbell Industrial Park, TMK 9-1-14.

     23.  Letter Agreement, dated December 15, 1976, with Diner's Drive Inn, re:
          telemetering equipment.

     24.  Sublease, dated December 24, 1973, with Puu Haleakala Recreation, re:
          pipeline easement in Waianae (Lualualei), TMK 8-7-08.

     25.  Lease, dated January 7, 2002, with Hawaii Tractor Ltd., re: office and
          warehouse in Kapolei (91-239 Kuhela St.), TMK 9-1-031: 034.

     26.  Right of Entry, dated January 11, 1990, with the State of Hawaii
          Department of Transportation, re: construction and installation of
          underground main, at Ala Moana Blvd., Pier 7.


                                  Sched. 5.8-2



     27.  Office Lease, beginning March 16, 2004, with Duesenberg Investment
          Company, re: executive offices, Honolulu (745 Fort St.), TMK 2-1-13:6.

     28.  Lease dated January 3, 1961, with the Estate of Violet C. Lee,
          Deceased, re: tank site and pipeline, in Waimanalo, TMK 4-1-22-10.

     29.  Revocable Permit H-04-2465, dated December 1, 2004, with the State of
          Hawaii Department of Transportation (Harbors Division) re: storage and
          distribution of LPG to/from barges, at Honolulu Harbor, TMK 1-4-042.

     30.  Lease 21,090, dated October 5, 1972, with the Estate of Bernice Pauahi
          Bishop, re: pipeline easement, Honolulu (Kahala Cliffs), TMK
          3-5-01:34, 3-5-01:16.

MAUI COUNTY

     31.  Office Lease, dated April 1, 1998, with Lanai Co., Inc., re: office
          space in Lanai City.

     32.  Grant of Use and Supply, dated February 18, 1998, effective August 25,
          1997, with Honolulu Limited, re: tank site in Lahaina (Honokowai
          Marketplace), TMK 4-4-001:002, 011, 012, portion 014.

     33.  Lease dated January 4, 1978, with Honolulu Limited
          (successor-in-interest to Alexander & Baldwin), re: office and base
          yard in Kahului, TMK 3-7-011-005.

     34.  Lease, dated May 1, 1960, with Alexander & Baldwin
          (successor-in-interest to Hawaiian Commercial and Sugar Company,
          Ltd.), re: office and base yard in Kahului, TMK 3-7-9-025.

     35.  Lease H-73-3, dated March 14, 1973, with the State of Hawaii
          Department of Transportation (Harbors Division), re: electrical
          easement, Kahului Harbor.

     36.  Lease H-73-4, March 14, 1973, with the State of Hawaii Department of
          Transportation (Harbors Division), re: pipeline easement, Kahului
          Harbor.

     37.  Office Lease, dated July 2, 1997, with Cooke Land Co., Inc., re:
          office and base yard, island of Molokai.

KAUAI

     38.  General Lease S-4250, dated September 19, 1969, with the State of
          Hawaii Department of Transportation (Harbors Division), re: tank farm
          and base yard, at Nawiliwili Harbor, TMK 3-2-3:30.

     39.  General Lease S-4517, dated August 10, 1976, with the State of Hawaii,
          re: holder station, Waimea (Kekaha), TMK 1-2-010:017.


                                  Sched. 5.8-3



     40.  Lease H-94-1, dated December 31, 1994, with the State of Hawaii
          Department of Transportation (Harbors Division), re: pipeline
          easement, Nawiliwili Harbor, TMK 3-02-03.

     41.  General Lease S-5469, dated May 9, 1996, with the State of Hawaii
          Department of Land and Natural Resources, re: magnesium anodes
          easement, Waimea (Kekaha), TMK 1-2-02: por 1.

     42.  Revocable Permit 5571, dated November 1, 1997, with the State of
          Hawaii Department of Transportation (Airports Division), re: tank
          site, Lihue Airport, TMK 3-5-1-26:02.

HAWAII

     43.  General Lease S-5170, dated April 11, 1991, with the State of Hawaii,
          re: utility booster station, Hilo (Piihonua), TMK 2-3-26.

     44.  General Lease S-5547, dated February 11, 1999, with the State of
          Hawaii Department of Land and Natural Resources, re: utility booster
          station, Hilo (Waiakea), TMK 2-2-27:2.

     45.  Lease, dated October 1, 1971, with Queen Liliuokalani Trust, re:
          holder station and operating yard, Kailua-Kona, TMK 7-4-010-007.

     46.  General Lease S-4438, dated July 14, 1975, with the State of Hawaii
          Department of Land and Natural Resources, re: pipeline easement, Hilo
          (Piihonua), TMK 2-3-15.

     47.  Revocable Permit H-04-2450, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          pipeline easement, Hilo Harbor, TMK 2-1-07, 09.

     48.  Revocable Permit H-04-2451, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          electrical easement, Hilo Harbor.

     49.  Lease 21979, dated April 1, 1973, with the Trustees of the Estate of
          Bernice Pauahi Bishop, re: tank site, Kona (Keauhou - Kona Surf
          Hotel), TMK 7-8-10-53.

     50.  Facility License Agreement, dated August 1, 2005, with the Parker Land
          Trust, re: base yard, Kamuela, TMK 6-7-001:036 (por).


                                  Sched. 5.8-4



                                                                   Schedule 5.13
                                                               to Loan Agreement

                             EMPLOYEE BENEFITS PLANS

                PENSION PLAN FUNDING AND POST-RETIREMENT BENEFITS

1.   Pension Plan for the Classified Employees of Gasco, Inc., Plan Number 001,
     administered by First Hawaiian Bank. On a termination basis, the aggregate
     value of the assets of the Plan does not exceed the aggregate benefit
     liabilities of the Plan.

2.   The following plan provides retiree medical and prescription drug coverage
     for 13 former employees: Teamsters Health Plan - Retired Employees,
     administered by Hawaii Teamsters Health & Welfare Trust.


                                  Sched. 5.13-1



                                                                   Schedule 5.15
                                                               to Loan Agreement

                              INTELLECTUAL PROPERTY

1.   Trade name - The Gas Company

2.   Trade name - Honolulu Gas Equipment Company

3.   Trademark - The Gas Company and Design of a Tiki Torch with a Stylized
     Flame


                                  Sched. 5.15-1



                                                                   Schedule 5.21
                                                               to Loan Agreement

                                    CONTRACTS

A.   Each partnership, joint venture or other similar material agreement or
     arrangement to which any Loan Party is a party with any third party.

     None.

B.   Each lease of real and personal property which is material to the operation
     of the business of the Borrower.

     1.   Revocable Permit H-03-2424, dated August 8, 2003, from State of Hawaii
          Department of Transportation (Harbors Division), re: storage and
          distribution at Pier 38, Honolulu Harbor, TMK 1-5-42-7.

     2.   Lease H-80-9, dated January 9, 1981, with the State of Hawaii, re:
          Energy Corridor, Barbers Point to Honolulu.

     3.   Lease 20.400-1 dated October 18, 1971, with The Trustees of the Estate
          of Bernice Pauahi Bishop, re: Kaneohe base yard, TMK 4-6-30-46.

     4.   Lease No. 4041, dated June 24, 1982 with The Trustees Under the Will
          and of The Estate of James Campbell, deceased, at Campbell Industrial
          Park, as amended.

     5.   Lease L01180900, dated December 29, 2000, with The Estate of James
          Campbell, at Campbell Industrial Park, Lot 7306, TMK 9-1-74:35 (por).

     6.   Lease 992, dated June 18, 1974, with BHP Hawaii, re: SNG plant ground
          lease at Campbell Industrial Park, TMK 9-1-31:30, as amended by Fifth
          Amendment to Lease effective January 1, 2001.

     7.   Lease, dated January 7, 2002, with Hawaii Tractor Ltd., re: office and
          warehouse in Kapolei (91-239 Kuhela St.), TMK 9-1-031: 034.

     8.   Office Lease, beginning March 16, 2004, with Duesenberg Investment
          Company, re: executive offices, Honolulu (745 Fort St.), TMK 2-1-13:6.

     9.   Revocable Permit H-04-2465, dated December 1, 2004, with the State of
          Hawaii Department of Transportation (Harbors Division) re: storage and
          distribution of LPG to/from barges, at Honolulu Harbor, TMK 1-4-042.

     10.  Lease dated January 4, 1978, with Honolulu Limited
          (successor-in-interest to Alexander & Baldwin), re: office and base
          yard in Kahului, TMK 3-7-011-005.


                                  Sched. 5.21-1



     11.  Lease, dated May 1, 1960, with Alexander & Baldwin
          (successor-in-interest to Hawaiian Commercial and Sugar Company,
          Ltd.), re: office and base yard in Kahului, TMK 3-7-9-025.

     12.  Lease H-73-3, dated March 14, 1973, with the State of Hawaii
          Department of Transportation (Harbors Division), re: electrical
          easement, Kahului Harbor.

     13.  Lease H-73-4, March 14, 1973, with the State of Hawaii Department of
          Transportation (Harbors Division), re: pipeline easement, Kahului
          Harbor.

     14.  General Lease S-4250, dated September 19, 1969, with the State of
          Hawaii Department of Transportation (Harbors Division), re: tank farm
          and base yard, at Nawiliwili Harbor, TMK 3-2-3:30.

     15.  Lease H-94-1, dated December 31, 1994, with the State of Hawaii
          Department of Transportation (Harbors Division), re: pipeline
          easement, Nawiliwili Harbor, TMK 3-02-003.

     16.  Lease, dated October 1, 1971, with Queen Liliuokalani Trust, re:
          holder station and operating yard, Kailua-Kona, TMK 7-4-010-007.

     17.  Facility License Agreement, dated August 1, 2005, with the Parker Land
          Trust, re: base yard, Kamuela, TMK 6-7-001:036 (por).

     18.  Revocable Permit H-04-2450, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          pipeline easement, Hilo Harbor, TMK: 2-1-007 and 009.

     19.  Revocable Permit H-04-2451, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          electrical easement, Hilo Harbor, TMK: 2-1-009.

C.   Each agreement of any Loan Party relating to indebtedness for borrowed
     money (whether incurred, assumed, guaranteed or secured by any asset).

     1.   Note Purchase Agreement dated as of August 8, 2003 among HGC Holdings,
          L.L.C. and certain Purchasers.

     2.   Credit Agreement dated as of August 8, 2003, as amended, among HGC
          Holdings, L.L.C., as Borrower, certain subsidiaries and affiliates of
          the Borrower, as Guarantors, the Lenders, and Bank of America, N.A.,
          as Administrative Agent.

     3.   $19,600,000 Original Aggregate Principal Amount Department of Budget
          and Finance of the State of Hawaii Special Purpose Revenue Bonds (The
          Gas Company Project) Series 2000, and related documentation,
          Assumption Date of August 8, 2003.


                                  Sched. 5.21-2



D.   Each contract containing covenants purporting to materially limit the
     freedom of any Loan Party to compete in any line of business or in any
     geographic area.

     1.   TGC's Franchise to be a Public Gas Utility in the State of Hawaii.

E.   Each material contract that is other than for the purchase, sale or license
     of goods or services in the ordinary course of business consistent with
     past practice.

     See Items C. above and F. below.

F.   Each contract, other than employment contracts for the Borrower's key
     personnel, which provides for annual payments by the Borrower after the
     date hereof of more than $500,000 or which has an aggregate expenditure
     obligation by the Borrower of more than $1,000,000 or is reasonably
     expected to involve expenditures of greater than such amount.

     1.   Liquefied Petroleum Gas Contract, dated February 3, 1982, as amended,
          between Dynegy Liquids Marketing and Trade (successor-in-interest to
          Chevron U.S.A. Inc.) and Gasco, Inc., with Extension of LPG Contract
          by Letter dated May 30, 2002.

     2.   Power Purchase Agreement, dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining, Inc.) and Citizens Communications Company.

     3.   Petroleum Feedstock Agreement dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining, Inc.) and Citizens Communications Company.

     4.   Interruptible Supply Agreement, dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining Inc.) and Citizens Communications Company.

     5.   Propane Supply Agreement dated October 31, 1997, between Tesoro Hawaii
          Corporation (successor-in-interest to BHP Petroleum Americas Refining
          Inc.) and Citizens Communications Company.

     6.   Draft Collective Bargaining Agreement between The Gas Company, LLC and
          Hawaii Teamsters and Allied Workers Union, Local 996.

     7.   Time Charter Agreement, dated August 8, 2003, by and between Tank
          Barge, LLC and The Gas Company, LLC.

     8.   Option Agreement, dated August 8, 2003 by and between Tank Barge, LLC
          and The Gas Company, LLC.


                                  Sched. 5.21-3



     9.   Administrative Services Agreement, dated September 1, 2004, by and
          between Mid-Pac Petroleum, LLC and The Gas Company, LLC.

     10.  Services Agreement, dated August 8, 2003, by and between HGC Holdings,
          L.L.C. and The Gas Company, LLC and McMoRan Exploration Co.

G.   Any steps taken by material supplier to or landlord of any Loan Party or
     any Governmental Authority to terminate the business relationship of any
     Loan Party, which would reasonably be expected to have a Material Adverse
     Effect.

     None.


                                  Sched. 5.21-4



                                                                   Schedule 5.25
                                                               to Loan Agreement

                              POLICIES OF INSURANCE

                THE GAS COMPANY, LLC INSURANCE PROGRAM STRUCTURE
                         AUGUST 8, 2005 -- AUGUST 8, 2006



          TYPE                         CARRIER                         LIMITS                      DEDUCTIBLE
          ----                         -------                         ------                      ----------
                                                                                
PROPERTY/BUSINESS          National Union Fire Insurance     $100,000,000 per            $250,000/occurrence, all
INTERRUPTION ("BI")        Company of Pittsburgh             occurrence subject to       locations except
                                                             various sublimits           $1MM/occurrence SNG plant
                           Liberty Insurance Underwriters    including $28,000,000 per
                           Inc.                              occurrence                  30 day BI waiting period, SNG
                                                                                         plant
                           Allianz Insurance Company         Business Interruption
                                                             coverage as respects SNG    30 day BI waiting period,
                           Zurich American Insurance         Plant only $10,000,000      Contingent BI
                           Company                           per occurrence.
                                                                                         5% of TIV, $1MM min.
                                                             Contingent Business         Earthquake/Volcano
                                                             Interruption for named
                                                             direct suppliers and        2% of TIV, $.5MM min. Named
                                                             recipients and $5,000,000   Storm
                                                             per occurrence for
                                                             unnamed direct suppliers
                                                             and recipients

GENERAL LIABILITY ("GL")   American Home Assurance Company   $1,000,000,000 per                       -0-
                                                             occurrence

AUTOMOBILE LIABILITY       American Home Assurance Company   $1,000,000 per occurrence                -0-
("AL")

WORKER'S COMPENSATION      American Home Assurance Company   Statutory                                -0-

EMPLOYER'S LIABILITY       American Home Assurance Company   $1,000,000 per occurrence                -0-
("EL")

EXCESS LIABILITY           American International            $25MM per occurrence        Underlying Limits
                           Specialty Lines Insurance         excess of underlying GL,
                           Company                           AL, EL and Marine
                                                             Liability

                           Lexington Insurance Company       $10MM per occurrence        $25MM

                           Underwriters at Lloyds            $65MM per occurrence        $35MM



                                  Sched. 5.25-1



                                                                                
D&O/EPL/FIDUCIARY          Federal Insurance Company         $10,000,000                 $0 D&O Insuring Agreement
                                                                                         $100,000 D&O Insuring
                                                                                         Agreement B&C
                                                                                         $50,000 EPL
                                                                                         $15,000 Fiduciary

CRIME                      Federal Insurance Company         $1,000,000                  $10,000

MARINE TERMINAL            American Home Insurance Company   $1,000,000 per occurrence   $10,000 per occurrence except
OPERATOR'S                                                                               $25,000 per occurrence for
LIABILITY/CHARTERER'S                                                                    pollution claims
LEGAL LIABILITY

POLLUTION AND              Indian Harbor Insurance Company   $3,000,000 per loss and     $100,000
REMEDIATION LEGAL                                            in the aggregate
LIABILITY

GROUP TRAVEL ACCIDENT      ACE American Insurance Company    $10,000,000 per                          -0-
                                                             occurrence subject to
                                                             various sublimits




                                  Sched. 5.25-2




                                                                   Schedule 5.27
                                                               to Loan Agreement

                      BANK ACCOUNTS AND SECURITIES ACCOUNTS

1.   TGC Bank of Hawaii checking 0002-150565

2.   TGC First Hawaiian Bank checking 01-162314

3.   TGC Hawaii National Bank checking 11049902

4.   TGC JP Morgan Chase concentration 304-154881

5.   TGC JP Morgan Chase disbursement 601-869175

6.   TGC JP Morgan Chase payroll 304-154903

7.   HGC JPMorgan Chase Concentration 304-154873

8.   HGC Bank of America Investment Account 223-0753416

9.   HGC JPMorgan Chase Investment Account, Direct Investment Account (No
     account number)


                                  Sched. 5.27-1



                                                                   Schedule 5.28
                                                               to Loan Agreement

                           AGREEMENTS WITH AFFILIATES

None.


                                  Sched. 5.28-1



                                                                Schedule 5.29(a)
                                                               to Loan Agreement

                              EXISTING INDEBTEDNESS

                             AS OF OCTOBER 31, 2005



                                                           OUTSTANDING        COMMITMENT
                                                           -----------        ----------
                                                                      
Revolving Credit Facility:
   Drawings under Revolver                               $         0.00
   Letter of Credit for Special Purpose Revenue Bonds*   $17,766,520.00(1)
   Letter of Credit for Surety Bonds*                    $   250,000.00
   Letter of Credit for Liberty Mutual*                  $   535,000.00
Total Revolver Indebtedness*                             $18,551,520.00     $40,000,000.00
Floating Rate Notes*                                     $55,000,000.00     $55,000,000.00

Special Purpose Revenue Bonds:
   Outstanding                                           $17,593,000.00     $17,593,000.00
   Less Amount reflected above (i/c)                     $17,593,000.00
                                                         $         0.00

Capital Leases                                           $     12560.21
                                                         --------------
Total                                                    $73,564,080.21*
                                                         ==============


*    MGH shall release K-1, Borrower and The Gas Company, LLC from letter of
     credit or other surety instrument on the Effective Date.

- ----------
(1)  Includes $173,520 for interest guarantee.


                                Sched. 5.29(a)-1



                                                                Schedule 5.29(b)
                                                               to Loan Agreement

                                 EXISTING LIENS

1.   Pledge of Membership Interest in The Gas Company, LLC by HGC Holdings,
     L.L.C. to Bank of America, N.A. pursuant to (1) the Note Purchase Agreement
     dated as of August 8, 2003 among HGC Holdings, L.L.C. and the Purchasers
     thereto, and (2) the Credit Agreement dated as of August 8, 2003 among HGC
     Holdings, L.L.C., as Borrower, certain subsidiaries and affiliates of
     Borrower, Bank of America, N.A., First Hawaiian Bank, Central Pacific Bank,
     and City Bank, as Lenders, and Bank of America, N.A., as Administrative
     Agent.*

- ----------
*    To be released on the Effective Date.


                                Sched. 5.29(b)-1



                                                                    Schedule 7.5
                                                               to Loan Agreement

                              EXISTING INVESTMENTS

None.


                                  Sched. 7.5-1



                                                                    Schedule 7.8
                                                               to Loan Agreement

                                ERISA EXCEPTIONS

(e) The Gas Company, LLC's COBRA notices are not in compliance with final COBRA
regulations, 29 CFR Part 2590, published at Vol. 69 FR 102, May 26, 2004. "Safe
harbor" notices pursuant to final COBRA regulations are being prepared.


                                  Sched. 7.8-1


                                                                       Exhibit A
                                                               to Loan Agreement

                            FORM OF BORROWING REQUEST

[Name of Administrative Agent]
[Address]

     Re: Borrowing Request

     This Borrowing Request is delivered pursuant to Section 2.1(b) of the Loan
Agreement dated as of November [__], 2005 (the "Loan Agreement"), among HGC
Holdings, LLC (the "Borrower"), the Lenders party thereto, and Dresdner Bank AG
London Branch, as Administrative Agent for the Lenders (the "Administrative
Agent"). All capitalized terms used but not defined herein shall have the
meanings specified in the Loan Agreement.

     The Borrower hereby irrevocably requests a Borrowing of Loans as follows:

                                                  
     1.   Requested Date of Borrowing:                ________

     2.   Aggregate Amount of Requested Borrowing:   $________

     3.   Requested initial Interest Period:          ________



     The Borrower hereby certifies to the Administrative Agent and each Lender
that (a) the proceeds of the requested Loans will be applied as set forth in
Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the
date of this Borrowing Request, all of the conditions precedent set forth in
Section 4.1 or 4.2, as applicable, of the Loan Agreement have been satisfied or
waived by the Lenders, and on the date specified in Item 1 above, the Borrower
will have satisfied all such conditions precedent to the Loans requested hereby,
(c) as of the date of this Borrowing Request, each of the representations and
warranties of the Borrower set forth in Article V of the Loan Agreement is true
and correct to the extent provided therein and each such representation and
warranty will be true and correct on and as of the date of the Borrowing
requested hereby as if made on and as of such date (except to the extent that
such representations and warranties relate solely to an earlier date, in which
case such representations and warranties were true and correct on and as of such
date), and (d) no Default or Event of Default has occurred and is continuing.

     Please wire transfer the proceeds of the Borrowing to the accounts of the
following Persons at the financial institutions indicated below.

          Person to be Paid


                                    Exh. A-1





Amount to be                                 Name, Address, ABA#,
Transferred    Name of Payee   Account No.   and Attn:
- ------------   -------------   -----------   --------------------
                                    
$___________   _____________   ___________   ____________________

                                             ____________________
                                             Attention:

$___________   _____________   ___________   ____________________

                                             ____________________
                                             Attention:


Dated: ________________

                                        HGC HOLDINGS, LLC,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                    Exh. A-2



                                                                       Exhibit B
                                                               to Loan Agreement

                                  FORM OF NOTE

$[_____________]                                            [New York, New York]
                                                           _______________, 2005

     FOR VALUE RECEIVED, the undersigned, HGC HOLDINGS, LLC, a Delaware limited
liability company (the "Borrower"), hereby unconditionally promises to pay to
the order of [________________________] (the "Lender"), on the dates and in the
amounts specified in the Loan Agreement (as hereinafter defined), the principal
amount of [_________________] DOLLARS ($___________) or such lesser amount as
shall equal the principal amount of all Class [_] Loans made by the Lender
pursuant to the Loan Agreement dated as of November [__], 2005 (the "Loan
Agreement") among the Borrower, the Lender and certain other banks and financial
institutions from time to time parties thereto, and DRESDNER BANK AG LONDON
BRANCH, as Administrative Agent (the "Administrative Agent"). Capitalized terms
used but not defined in this Note have the meanings assigned to them in the Loan
Agreement.

     The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date such Loan is made until such principal amount is paid in
full, at such interest rates and on such dates as provided in the Loan
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's office at ____________, New York,
New York ____________, or such other address as the Administrative Agent may
from time to time notify the Lender.

     The holder of this Note is authorized to record the date and amount of each
Loan made by such Lender, the date and amount of each repayment of principal
thereof, the amount of unpaid principal with respect thereto, and the length of
each Interest Period with respect thereto, on Schedule I annexed hereto and
constituting a part hereof, and any such recordation shall constitute prima
facie evidence of the accuracy of the information so recorded in the absence of
demonstrable error, provided that the failure of the holder of this Note to make
such recordation or any error therein shall not limit or otherwise affect the
obligations of the Borrower hereunder or under the Loan Agreement in respect of
the Loans made by the Lender.

     This Note is one of the Notes referred to in the Loan Agreement and is
entitled to the benefits thereof. This Note is secured by and entitled to the
benefits of the Security Documents.

     This Note may be prepaid or required to be prepaid in whole or in part as
provided in the Loan Agreement. Upon the occurrence of any one or more Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, as provided in the Loan Agreement.


                                    Exh. B-1



     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Note.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.

                                        HGC HOLDINGS, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                    Exh. B-2



                                                                       Exhibit C
                                                               to Loan Agreement

                         FORM OF COMPLIANCE CERTIFICATE

Dresdner Bank AG London Branch
Loan Operations, London
IB Operations
Riverbank House
2 Swan Lake
London EC4R 3UX

and the Lenders listed on Schedule 1 hereto.

     This Certificate is delivered pursuant to Section 6.1 (e) of the Loan
Agreement dated as of [__________] (the "Loan Agreement"), among HGC Holdings,
LLC (the "Borrower"), Macquarie Gas Holdings, LLC as Original Borrower, the
Lenders party thereto and Dresdner Bank AG, London Branch, as Administrative
Agent for the Lenders (the "Administrative Agent"). All capitalized terms used
but not defined herein shall have the meanings specified in the Loan Agreement.

I hereby certify to the Administrative Agent on behalf of the Borrower as
follows:

1.   I am the duly qualified and acting [Chief Financial Officer/Treasurer] of
     the Borrower, and I am familiar with the financial statements and financial
     affairs of the Borrower. I am authorized to execute this Certificate on
     behalf of the Borrower.

2.   I have not become aware of any Default or Event of Default that has
     occurred and is continuing [except [DESCRIBE ANY SUCH EVENT AND THE STEPS,
     IF ANY, BEING TAKEN TO CURE].

3.   The following are true and correct computations, to the best of my
     knowledge, of the Backward Interest Coverage Ratio and the Projected
     Interest Coverage Ratio as of [__________], which is the Calculation Date
     used in this Certificate:

                                                                       
     A.   Backward Interest Coverage Ratio.

     1.   EBITDA for the 12-month period ending on the Calculation Date   $________

     2.   Increase in Net Working Capital for such 12-month period        $________

     3.   Item 1 minus Item 2                                             $________




                                    Exh. C-1



                                                                       
     4.   Any decrease in Net Working Capital during such 12-month        $________
          period

     5.   Item 3 plus Item 4                                              $________

     6.   Taxes actually paid by TGC and its Subsidiaries during the
          12-month period ending on the Calculation Date                  $________

     7.   Item 5 minus Item 6                                             $________

     8.   Maintenance Capital Expenditures for such 12-month period       $________

     9.   Item 7 minus Item 8                                             $________

     10.  Interest Expense of TGC and its Subsidiaries for such
          12-month period                                                 $________

     11.  Backward Interest Coverage Ratio (ratio of Item 9 to Item 10)    ________:1

     B.   Projected Interest Coverage Ratio.

     1.   Projected EBITDA for the 12-month period beginning on the
          Calculation Date*                                               $________

     2.   Projected increase in Net Working Capital for such 12-month
          period*                                                         $________

     3.   Item 1 minus Item 2                                             $________

     4.   Any projected decrease in Net Working Capital during such
          12-month period*                                                $________

     5.   Item 3 plus Item 4                                              $________

     6.   Projected taxes to be paid by TGC and its Subsidiaries during
          the 12-month period beginning on the Calculation Date*          $________

     7.   Item 5 minus Item 6                                             $________

     8.   Projected  Maintenance Capital Expenditures for such 12-month   $________
          period*



- ----------
*    Based on the Base Case Projections or, if Projections have been delivered
     to the Lenders pursuant to Section 6.2(b) of the Loan Agreement, the
     Projections most recently delivered to the Lenders pursuant to Section
     6.2(b) of the Loan Agreement.


                                    Exh. C-2



                                                                       
     9.   Item 7 minus Item 8

                                                                          $________

     10.  Projected Interest Expense of TGC and its Subsidiaries for
          such 12-month period*                                           $________

     11.  Projected Interest Coverage Ratio (ratio of Item 9 to Item
          10)                                                             ________:1



     IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed
and delivered by a duly authorized officer on this ___ day of _______________,
200_+.

                                        HGC HOLDINGS, LLC, as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------

- ----------
+    To be provided to the Administrative Agent no later than 90 days after the
     close of the Borrower's fiscal year.


                                    Exh. C-3



                                                                       Exhibit D
                                                               to Loan Agreement

                            Form of Control Agreement

                                CONTROL AGREEMENT

     This Control Agreement, dated as of [________], 200[__] (this "Agreement"),
among HGC HOLDINGS, LLC (the "Borrower"), [COLLATERAL AGENT], as Collateral
Agent (the "Collateral Agent") for the benefit of the Secured Parties (as
defined in the Loan Agreement referred to below), and [BANK], in its capacity as
a "bank" as defined in Section 9-102 of Article 9 of the UCC (in such capacity,
the "Operating Account Bank"). Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Loan Agreement dated as of
November [__], 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the "Loan Agreement") among the Borrower, the Lenders party
thereto, and Dresdner Bank AG London Branch, as Administrative Agent (the
"Administrative Agent"). All references herein to the "UCC" means the Uniform
Commercial Code as in effect from time to time in the State of [____________].

     WHEREAS, pursuant to that certain Security Agreement, dated as of November
[__], 2005, between the Borrower and the Collateral Agent (the "Security
Agreement"), the Borrower has granted a security interest in substantially all
of its assets.

     NOW THEREFORE, the parties hereto hereby agree, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, as
follows:

     Section 1. Maintenance of Account. The Operating Account Bank hereby
confirms and agrees that it has established and shall maintain in the name of
the Borrower account number [_________] (the "Account"), and the Operating
Account Bank shall not change the name or account number of the Account without
the prior written consent of the Collateral Agent.

     Section 2. Control of the Account. If at any time the Operating Account
Bank shall receive any instructions originated by the Collateral Agent directing
the disposition of funds in the Account, the Operating Account Bank shall comply
with such instructions without further consent by the Borrower or any other
person. The Operating Account Bank hereby acknowledges that it has received
notice of the security interest of the Collateral Agent in the Account and
hereby acknowledges and consents to such lien.

     Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the
Operating Account Bank has or subsequently obtains by agreement, by operation of
law or otherwise a security interest in the Account or any funds credited
thereto, the Operating Account Bank hereby agrees that such security interest
shall be subordinate to the security interest of the Collateral Agent. Money and
other items credited to the Account will not be subject to deduction, set-off,
banker's lien, or any other right in favor of any person other than the


                                    Exh. D-1



Collateral Agent (except that the Operating Account Bank may set off (i) all
amounts due to the Operating Account Bank in respect of customary fees and
expenses for the routine maintenance and operation of the Account and (ii) the
face amount of any checks which have been credited to the Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

     Section 4. Choice of Law. This Agreement shall be governed by the laws of
the State of [_________]. Regardless of any provision in any other agreement,
for purposes of the UCC and Article 9 of the UCC as adopted in the State of
[________] shall be deemed to be the Operating Account Bank's jurisdiction
(within the meaning of Section 9-304 of Article 9 of the UCC).

     Section 5. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion
thereof) and any other agreement now existing or hereafter entered into, the
terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right
hereunder shall be binding on any party hereto unless it is in writing and is
signed by all of the parties hereto; and

     (c) The Operating Account Bank hereby confirms and agrees that it has not
entered into, and until the termination of this Agreement, will not enter into,
any agreement with any other person relating to the Account and/or any funds
credited thereto pursuant to which it has agreed to comply with instructions
originated by such persons as contemplated by Section 9-104 of Article 9 of the
UCC.

     Section 6. Adverse Claims. The Operating Account Bank does not know of any
liens, claims or encumbrances relating to the Account. If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Account, the
Operating Account Bank will promptly notify the Collateral Agent and the
Borrower thereof.

     Section 7. Maintenance of Account. In addition to, and not in lieu of the
obligation of the Operating Account Bank to honor instructions as set forth in
Section 2 hereof, the Operating Account Bank agrees to maintain the Account as
follows:

     (a) Statements and Confirmations. The Operating Account Bank will promptly
send copies of all statements, confirmations and other correspondence concerning
the Account simultaneously to each of the Borrower and the Administrative Agent
at their addresses set forth in Section 9.

     (b) Tax Reporting. All interest, if any, relating to the Account, shall be
reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of the Borrower.

     (c) Withdrawal of Funds. If the Operating Account Bank (x) receives a
withdrawal request from the Borrower and (y) has not theretofore received a
notice from the


                                    Exh. D-2



Collateral Agent (pursuant to Section 2 or otherwise) prohibiting withdrawals,
then the Operating Account Bank shall not be liable to the Collateral Agent for
funding the Borrower's withdrawal, it being acknowledged and agreed that the
Collateral Agent shall look solely to the Borrower in this regard.

     Section 8. Indemnification of Operating Account Bank. The Borrower hereby
agrees that (i) the Operating Account Bank is released from any and all
liabilities to the Borrower arising from the terms of this Agreement and the
compliance of the Operating Account Bank with the terms hereof, except to the
extent that such liabilities arise from the Operating Account Bank's negligence,
and (ii) the Borrower, its successors and assigns shall at all times indemnify
the Operating Account Bank from and against any and all claims, actions and
suits of others arising out of the terms of this Agreement or the compliance of
the Operating Account Bank with the terms hereof, except to the extent that such
arises from the Operating Account Bank's negligence.

     Section 9. Successors; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement the prior written consent of the Collateral
Agent.

     Section 10. Notices. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy and
electronic confirmation of error-free receipt is received or two (2) days after
being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed to the party at the address set forth
below.

          Administrative Agent:   Dresdner Bank AG London Branch
                                  ______________________________
                                  New York, ____________________
                                  Attention: ___________________
                                  Facsimile: ___________________

          Borrower:               HGC Holdings, LLC
                                  [Address]
                                  Attention: ___________________
                                  Telecopier: __________________

          Collateral Agent:       [COLLATERAL AGENT],
                                  as Collateral Agent
                                  [Address]
                                  Attention: ___________________
                                  Telecopier ___________________

          Any party may change its address for notices in the manner set forth
     above.

     Section 11. Termination. The obligations of the Operating Account Bank to
the Collateral Agent pursuant to this Agreement shall continue in effect until
the security interest of the


                                    Exh. D-3



Collateral Agent in the Account has been terminated pursuant to the terms of the
Security Agreement and the Collateral Agent has notified the Operating Account
Bank of such termination in writing. The Collateral Agent agrees to provide a
Notice of Termination in substantially the form of Exhibit A attached hereto to
the Operating Account Bank upon the request of the Borrower on or after the
termination of the Collateral Agent's security interest in the Account pursuant
to the terms of the Security Agreement. The termination of this Agreement shall
not terminate the Account or alter the obligations of the Operating Account Bank
to the Borrower pursuant to any other agreement with respect to the Account.

     Section 12. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.


                                    Exh. D-4



     IN WITNESS WHEREOF, the parties hereto have caused this Control Agreement
to be executed as of the date first above written by their respective officers
thereunto duly authorized.

                                        HGC HOLDINGS, LLC,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [COLLATERAL AGENT],
                                        as Collateral Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [OPERATING ACCOUNT BANK],
                                        as Operating Account Bank


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                    Exh. D-5



                                                  Exhibit A to Control Agreement

                        [Letterhead of Collateral Agent]

                                     [Date]

[Name and Address of Operating Account Bank]

Attention: __________________________

     Re: Termination of Control Agreement

     You are hereby notified that the Control Agreement dated as of [_________],
200[_] among [_______] (the "Borrower"), you and the undersigned (a copy of
which is attached) is terminated and you have no further obligations to the
undersigned pursuant to such Agreement. Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future directions
with respect to account number[s] [__________] from the Borrower. This notice
terminates any obligations you may have to the undersigned with respect to such
accounts, however nothing contained in this notice shall alter any obligations
which you may otherwise owe to the Borrower pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile
transmission to the Borrower.

                                        Very truly yours,

                                        [COLLATERAL AGENT],
                                        as Collateral Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                    Exh. D-6



                                                                       Exhibit E
                                                               to Loan Agreement

                        FORM OF ASSIGNMENT AND ASSUMPTION

     Reference is made to the Loan Agreement dated as of November ___, 2005 (as
amended and in effect on the date hereof, the "Loan Agreement") among HGC
Holdings, LLC, the Lenders named therein, and Dresdner Bank AG London Branch, as
Administrative Agent for the Lenders. Terms defined in the Loan Agreement are
used herein with the same meanings.

1. Assignment and Assumption. For an agreed consideration, ________ (the
"Assignor") hereby irrevocably sells and assigns to the Assignee, and ________
(the "Assignee") hereby irrevocably purchases and assumes from the Assignor, as
of the Effective Date set forth in Annex 1 hereto, all of the Assignor's rights
and obligations under the Loan Agreement and any other documents or instruments
delivered pursuant thereto, to the extent related to the amount and percentage
interest identified in Annex 1, of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified in Annex
1 (the "Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

2. Representations and Warranties.

          2.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Loan Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document, or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

          2.2 Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Loan Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Loan Agreement (subject
to receipt of such consents as may be required under the Loan Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Loan Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Loan Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase the Assigned Interest
on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it
is a Foreign Lender, attached to the


                                    Exh. E-1



Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Loan Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

3. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to, on or after the Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

4. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Assumption 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 Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

                                        ASSIGNOR
                                        [NAME OF ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        ASSIGNEE
                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


[Consented to and](2) Accepted:


DRESDNER BANK AG LONDON BRANCH, as
Administrative Agent


By:
    ---------------------------------
Title:
       ------------------------------


[Consented to:](3)
HGC HOLDINGS, LLC

- ----------
(2)  To be added only if the consent of the Administrative Agent is required by
     the terms of the Loan Agreement.

(3)  To be added only if the consent of the Borrower is required by the terms of
     the Loan Agreement.


                                    Exh. E-2




By
   ----------------------------------
Title:
       ------------------------------


                                    Exh. E-3



                                                                         ANNEX 1

1.   Date of Assignment:       ________________________________________

2.   Legal Name of Assignor:   ________________________________________

3.   Legal Name of Assignee:   ________________________________________

4.   Effective Date:           ________________________________________

6.   Assigned Interest:        ________________________________________



                        Aggregate Amount of
                      Commitment/Loans for all   Amount of Commitment/Loans   Percentage Assigned of
[Facility Assigned]           Lenders                     Assigned               Commitment/Loans
- -------------------   ------------------------   --------------------------   -------------------------
                                                                     
Commitment/Loans             $_________                   $________                     ____%



                                    Exh. E-4


                                                                       Exhibit F
                                                               to Loan Agreement

                         FORM OF INTERCREDITOR AGREEMENT

                             INTERCREDITOR AGREEMENT

                         dated as of [___________], 2006

                                      among

                         DRESDNER BANK AG LONDON BRANCH,
                                as Senior Agent,

                         DRESDNER BANK AG LONDON BRANCH,
                             as Subordinated Agent,

                              THE GAS COMPANY, LLC,
                               as Senior Borrower,

                                       and

                               HGC HOLDINGS, LLC,
                            as Subordinated Borrower


                                    Exh. F-1



                                                                           
ARTICLE I    DEFINITIONS...................................................    2
   Section 1.1.   Defined Terms............................................    2
   Section 1.2.   Other Definitions........................................    7

ARTICLE II   LIEN PRIORITIES...............................................    8
   Section 2.1.   Lien Priority............................................    8
   Section 2.2.   Prohibition on Contesting Liens..........................    9
   Section 2.3.   No New Liens.............................................    9
   Section 2.4.   Similar Liens and Agreements.............................    9

ARTICLE III  ENFORCEMENT, STANDSTILL, WAIVERS..............................    9
   Section 3.1.   Standstill and Waivers...................................    9
   Section 3.2.   Exclusive Enforcement; Nature of Rights..................   10
   Section 3.3.   No Additional Rights For the Borrowers Hereunder.........   11

ARTICLE IV   PAYMENTS......................................................   11
   Section 4.1.   Application of Proceeds..................................   11
   Section 4.2.   Payments Over............................................   11

ARTICLE V    OTHER AGREEMENTS..............................................   12
   Section 5.1.   Amendments to Subordinated Documents.....................   12
   Section 5.2.   Amendments to Senior Documents...........................   12

ARTICLE VI   BANKRUPTCY PROCEEDINGS........................................   12
   Section 6.1.   Financing and Sale Issues................................   12
   Section 6.2.   Relief from the Automatic Stay...........................   13
   Section 6.3.   Adequate Protection......................................   13
   Section 6.4.   No Waiver................................................   14
   Section 6.5.   Preference Issues........................................   14
   Section 6.6.   Reorganization Securities................................   15
   Section 6.7.   Separate Grants of Security and Separate
                  Classification...........................................   15
   Section 6.8.   [Intentionally Omitted.].................................   15
   Section 6.9.   Effectiveness in Bankruptcy Proceedings..................   15

ARTICLE VII  RELIANCE; WAIVERS; NOTICES....................................   16
   Section 7.1.   Reliance.................................................   16
   Section 7.2.   No Warranties or Liability...............................   16
   Section 7.3.   No Waiver of Lien Priorities.............................   17
   Section 7.4.   Obligations Unconditional................................   17
   Section 7.5.   Certain Notices..........................................   18

ARTICLE VIII MISCELLANEOUS.................................................   18
   Section 8.1.   Conflicts................................................   18
   Section 8.2.   Waiver of Consequential Damages..........................   18
   Section 8.3.   Continuing Nature of this Agreement......................   18




                                    Exh. F-2



                                                                           
   Section 8.4.   Amendments; Waivers......................................   19
   Section 8.5.   Information Concerning Financial Condition of the
                  Borrower, Guarantors and their Subsidiaries..............   19
   Section 8.6.   Subrogation..............................................   20
   Section 8.7.   Submission to Jurisdiction; Waiver of Jury Trial.........   20
   Section 8.8.   Notices..................................................   21
   Section 8.9.   Further Assurances.......................................   23
   Section 8.10.  Governing Law............................................   23
   Section 8.11.  Binding on Successors and Assigns........................   23
   Section 8.12.  Specific Performance.....................................   23
   Section 8.13.  Section Titles; Time Periods.............................   23
   Section 8.14.  Counterparts.............................................   23
   Section 8.15.  Authorization............................................   24
   Section 8.16.  No Third Party Beneficiaries.............................   24
   Section 8.17.  Effectiveness............................................   24
   Section 8.18.  Purchase Right...........................................   24
   Section 8.19.  Confidentiality..........................................   24
   Section 8.20.  Nonliability of Senior Financing Parties and
                  Subordinated Financing Parties...........................   25
   Section 8.21.  Integration..............................................   25
   Section 8.22.  Severability.............................................   26
   Section 8.23.  Headings.................................................   26




                                    Exh. F-3



     This INTERCREDITOR AGREEMENT, dated as of [_________], 2006 (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Agreement"), is entered into among DRESDNER BANK AG LONDON BRANCH ("Dresdner"),
in its capacity as Senior Agent (as defined below) and in its capacity as
Subordinated Agent (as defined below), THE GAS COMPANY, LLC, a Hawaii limited
liability company ("Senior Borrower"), and HGC HOLDINGS, LLC, a Hawaii limited
liability company ("Subordinated Borrower" and together with the Senior
Borrower, the "Borrowers"). All capitalized terms used but not defined in this
Agreement shall have the respective meanings specified in the Senior Loan
Agreement and the Subordinated Loan Agreement, as the case may be.

                                    RECITALS

     3. Senior Borrower, Macquarie Gas Holdings, LLC, a Delaware limited
liability company ("MGH"), certain lending institutions as lenders (the "Senior
Lenders") and Dresdner, as administrative agent for the Senior Lenders and as
collateral agent (in such capacity, together with its successors and assigns,
the "Senior Agent"), are entering into that certain Loan Agreement, dated as of
the date hereof (as amended, supplemented, and restated or otherwise modified
from time to time to the extent permitted hereunder, the "Senior Loan
Agreement"), pursuant to which the Senior Lenders have agreed to make loans and
extensions of credit to the Senior Borrower;

     4. Senior Borrower has entered into certain hedging agreements (the "Senior
Lender Hedging Agreements") with Dresdner Bank AG, London Branch, and Macquarie
Bank Limited and their respective successors and assigns (the "Senior Hedging
Banks" and, together with the Administrative Agent and the Senior Lenders, the
"Senior Financing Parties"), as counterparties under the Lender Hedging
Agreements contemplated in accordance with Section 4.1(c) of the Senior Loan
Agreement;

     5. Subordinated Borrower, MGH, certain lending institutions as lenders (the
"Subordinated Lenders") and Dresdner, as administrative agent for the
Subordinated Lenders and as collateral agent (in such capacity, together with
its successors and assigns, the "Subordinated Agent"), are entering into that
certain Loan Agreement, dated as of the date hereof (as amended, supplemented,
and restated or otherwise modified from time to time to the extent permitted
hereunder, the "Subordinated Loan Agreement"), pursuant to which the
Subordinated Lenders have agreed to make loans and extensions of credit to the
Subordinated Borrower;

     6. Subordinated Borrower has entered into certain hedging agreements (the
"Subordinated Lender Hedging Agreements") with Dresdner Bank AG, London Branch,
and Macquarie Bank Limited and their respective successors and assigns (the
"Subordinated Hedging Banks" (the "Subordinated Hedging Banks" and, together
with the Administrative Agent and the Subordinated Lenders, the "Subordinated
Financing Parties"), as counterparties under the Lender Hedging Agreements
contemplated in accordance with Section 4.1(c) of the Subordinated Loan
Agreement;


                                    Exh. F-4



     7. Pursuant to the Senior Loan Agreement the Senior Financing Parties have
been granted security interests in certain collateral including the Common
Collateral as security for the prompt payment and performance of the Senior
Obligations;

     8. Pursuant to the Subordinated Loan Agreement, the Subordinated Financing
Parties have been granted security interests in certain collateral including the
Common Collateral as security for the prompt payment and performance of the
Subordinated Obligations; and

     9. The Senior Agent, for itself and the other Senior Financing Parties, the
Subordinated Agent, for itself and the other Subordinated Financing Parties, and
by their acknowledgment below the Senior Borrower and the Subordinated Borrower,
desire to set forth their mutual understanding with respect to, among other
things, (i) the exercise of certain rights, remedies and options by the Senior
Financing Parties and the Subordinated Financing Parties under the Senior
Documents and the Subordinated Documents, and (ii) the priority of their
respective security interests in the Common Collateral created by the Senior
Collateral Documents and the Subordinated Collateral Documents.

     The parties hereto agree as follows:

                                    ARTICLE I
                                   Definitions

     1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and the plural form of the terms indicated):

     "Attributable Indebtedness" means on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP;
(b) in respect of any monetary obligation under a synthetic, off-balance sheet
or tax retention lease or other arrangement described in clauses (b) and (c) of
the definition of Off-Balance Sheet Liabilities, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capital lease; and (c) in respect of any asset
securitization transaction, the outstanding balance of the amounts advanced in
respect of the applicable assets.

     "Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. 101
et seq.), as amended from time to time.

     "Common Collateral" means 100% of the ownership interests in the Senior
Borrower.

     "Discharge of Senior Obligations" means (subject to reinstatement in
accordance with Section 6.5), the first date upon which each of the following
has occurred: (a) the payment in full in cash (or other consideration acceptable
to the Senior Agent in its sole discretion) of all Senior Obligations (other
than contingent obligations or indemnification obligations for which no claim
has been asserted); (b) the termination of all Hedging Obligations or the cash
collateralization (or collateralization with other letters of credit) of such
obligations, in a manner reasonably satisfactory to the Senior Agent; (c) the
termination of all commitments to extend


                                    Exh. F-5



credit under the Senior Loan Agreement; and (d) the delivery by the Senior Agent
to the Subordinated Agent of a written notice confirming that the conditions set
forth in clauses (a), (b), and (c) have been satisfied, such notice to be
delivered promptly following such satisfaction.

     "Hedge Agreement" means any interest rate swap, collar, cap, floor or
forward rate agreement, or other agreement or arrangement designed to protect
against fluctuations in interest rates (including any option with respect to any
of the foregoing and any combination of the foregoing agreements or
arrangements), and any confirmation executed in connection with any such
agreement or arrangement.

     "Hedging Obligations" means Obligations of the Senior Borrower under any
Hedge Agreement entered into with any counterparty that is (or at the time of
its execution, was) the Senior Agent, a Senior Lender or an Affiliate of the
Senior Agent or any Senior Lender.

     "Hedge Termination Value" means, in respect of any one or more Hedge
Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such agreements, (a) for any date on or after the
date such Hedge Agreement has been closed out and termination value(s)
determined in accordance therewith, such termination value; and (b) for any date
prior to the date referenced in clause (a), the amount determined as the
mark-to-market value for such Hedge Agreement, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Hedge Agreement (which may include a Senior Lender or any
Affiliate thereof).

     "HGC Investment Subsidiary" shall mean a corporation which will be formed
in Delaware or Hawaii as a wholly owned subsidiary of K-1, to which K-1 will
contribute sufficient cash for the sole purpose of acquiring and holding prior
to the Effective Date the Managing Member Interest from the current managing
member of the Subordinated Borrower.

     "HGC Investment Subsidiary Pledge Agreement" means a a pledge agreement by
HGC Investment Subsidiary (or other direct holder of the Managing Member
Interest as of the Effective Date) in favor of the Collateral Agent creating a
security interest in the Managing Member Interest, in form and substance
satisfactory to the Administrative Agent.

     "Improper Act" means any act by the Senior Agent or any other Senior
Financing Party that is determined by a final, non-appealable judgment of a
court of competent jurisdiction to have constituted an act of bad faith,
fraudulent conduct or inequitable conduct causing equitable subordination.

     "Indebtedness" of any Person means at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

          (a) all obligations of such Person for borrowed money and all
     obligations of such Person evidenced by bonds, debentures, notes, loan
     agreements or other similar instruments;

          (b) all direct or contingent obligations of such Person arising under
     letters of credit (including standby and commercial), bankers' acceptances,
     bank guaranties, surety bonds and similar instruments;

          (c) net obligations of such Person under any Hedge Agreement;


                                    Exh. F-6


          (d) all obligations of such Person to pay the deferred purchase price
     of property or services (other than trade accounts payable in the ordinary
     course of business);

          (e) indebtedness secured by a Lien on property owned or being
     purchased by such Person (including indebtedness arising under conditional
     sales or other title retention agreements), whether or not such
     indebtedness shall have been assumed by such Person or is limited in
     recourse;

          (f) capital leases and Off-Balance Sheet Liabilities; and

          (g) all guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer (other than a limited partner in a
limited partnership), unless such Indebtedness is expressly made non-recourse to
such Person. The amount of any net obligation under any Hedge Agreement on any
date shall be deemed to be the Hedge Termination Value thereof as of such date.
The amount of any capital lease or Off-Balance Sheet Liability as of any date
shall be deemed to be the amount of Attributable Indebtedness in respect thereof
as of such date.

     "K-1" means K-1 HGC Investment, L.L.C., a Delaware limited liability
company.

     "K-1 Pledge Agreement" means a pledge agreement by K-1 in favor of the
Collateral Agent creating a security interest in 99.9% of the Equity Securities
of the Borrower, in form and substance satisfactory to the Administrative Agent.

     "Lien" on any asset means any mortgage,, lien, pledge, charge, security
interest, restrictive covenant by Senior Borrower, Subordinated Borrower or any
owner of Subordinated Borrower or easement or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected or
effective under applicable law, as well as the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.

     "Lien Enforcement Action" shall mean (i) commencing any judicial or
non-judicial foreclosure proceedings with respect to the Common Collateral, or
(ii) any action to take possession or control of, or sell or otherwise realize
upon the Common Collateral.

     "Managing Member Interest" shall mean the 0.1% managing member interest of
the Subordinated Borrower.

     "Obligations" means any principal, interest, penalties, fees, indemnities,
reimbursement obligations, guarantee obligations, reasonable out-of-pocket fees
and expenses (including reasonable fees and disbursements of counsel), damages
and other liabilities and obligations, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with the documentation governing, or
made, delivered or given in connection with, any Indebtedness (including
interest accruing at the then applicable rate provided in such documentation
after the maturity of such Indebtedness and interest accruing at the then
applicable rate provided in such documentation after the commencement of a
Bankruptcy Proceeding (or which would,


                                    Exh. F-7



absent the commencement of a Bankruptcy Proceeding, accrue) relating to either
Borrower, whether or not a claim for such post-filing or post-petition interest
is allowed or allowable in such Bankruptcy Proceeding.

     "Off-Balance Sheet Liabilities" means, with respect to any Person as of any
date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
subsidiaries in accordance with GAAP;

     (a) with respect to any asset securitization transaction (including any
accounts receivable purchase facility), (i) the unrecovered investment of
purchasers or transferees of assets so transferred, and (ii) any other payment,
recourse, repurchase, hold harmless, indemnity or similar obligation of such
Person or any of its subsidiaries in respect of assets transferred or payments
made in respect thereof, other than limited recourse provisions that are
customary for transactions of such type and that neither have the effect of
limiting the loss or credit risk of such purchasers or transferees with respect
to payment or performance by the obligors of the assets so transferred nor
impair the characterization of the transaction as a true sale under any
applicable law;

     (b) the monetary obligation of a Person under a so-called synthetic,
off-balance sheet or tax retention lease;

     (c) the monetary obligations under any sale and leaseback transaction which
does not create a liability on the consolidated balance sheet of such Person and
its subsidiaries; or

     (d) any other monetary obligation arising with respect to any other
transaction which is the functional equivalent of borrowing but which does not
constitute a liability on the consolidated balance sheet of such Person and its
subsidiaries.

     "Recovery" is defined in Section 6.5.

     "Required Lenders" means with respect to any amendment or modification of
the Senior Loan Agreement, or any termination or waiver of any provision of the
Senior Loan Agreement, or any consent or departure by the Senior Borrower
therefrom, those Senior Lenders, the approval of which is required to approve
such amendment or modification, termination or waiver or consent or departure.

     "Required Subordinated Lenders" means with respect to any amendment or
modification of the Subordinated Loan Agreement, or any termination or waiver of
any provision of the Subordinated Loan Agreement, or any consent or departure by
Subordinated Borrower therefrom, those Subordinated Lenders, the approval of
which is required to approve such amendment or modification, termination or
waiver or consent or departure.

     "Senior Agent" is defined in the recitals and in addition shall include any
Person serving at such time as the "Administrative Agent" or the "Collateral
Agent" under the Senior Loan Agreement or any other representative of the Senior
Lenders then most recently designated in accordance with the terms of the Senior
Loan Agreement.

     "Senior Collateral" means all of the assets and property of the Borrowers
now owned or hereafter acquired, whether real, personal or mixed, in or upon
which a Lien is granted or purported to be granted to the Senior Financing
Parties as security for any Senior Obligation pursuant to the Senior Documents.


                                    Exh. F-8



     "Senior Collateral Documents" means, collectively, the security agreements,
pledge agreements, collateral assignments, control agreements, mortgages, deeds
of trust or other grants or transfers for security executed and delivered by the
Senior Borrower or any of its subsidiaries in compliance with the terms of this
Agreement creating a Lien upon property owned or to be acquired by any such
Person in favor of any holder of Senior Obligations or the Senior Agent as
security for any Senior Obligations.

     "Senior Documents" means, collectively, the Senior Loan Agreement, the
Senior Collateral Documents, all Hedge Agreements evidencing Hedging Obligations
that, in each case, constitute Senior Loan Obligations and all other agreements,
documents and instruments executed or delivered pursuant to or in connection
with any of the foregoing in compliance with the terms of this Agreement at any
time or that otherwise evidence any Senior Obligations.

     "Senior Financing Parties" is defined in the recitals.

     "Senior Hedging Banks" is defined in the recitals.

     "Senior Lender Hedging Agreements" is defined in the recitals.

     "Senior Lenders" is defined in the recitals and in addition shall include
the Senior Agent and any Person from time to time holding (or committed to
provide) Senior Obligations.

     "Senior Loan Agreement" means, collectively, (a) the Senior Loan Agreement;
and (b) any other credit agreement, loan agreement, note agreement, promissory
note, indenture or other agreement or instrument evidencing or governing the
terms of any Indebtedness or other financial accommodation that has been
incurred to increase, replace, refinance or refund in whole or in part the
Indebtedness and other obligations outstanding under the Senior Loan Agreement
or any other agreement or instrument referred to in this clause (collectively, a
"Replacement Agreement") unless such agreement or instrument expressly provides
that it is not intended to be and is not a Senior Loan Agreement, or such
agreement or instrument violates the terms of this Agreement. Any reference to
the Senior Loan Agreement hereunder shall be deemed a reference to any Senior
Loan Agreement then in existence.

     "Senior Obligations" means, all Obligations owing by the Senior Borrower
under or with respect to the Senior Loan Agreement or any other Senior Document,
including all claims under the Senior Documents for interest, fees,
reimbursements of reasonable out-of-pocket fees and expenses, indemnification
and other similar claims. Senior Obligations shall include all interest accrued
or accruing (or which would, absent the commencement of a Bankruptcy Proceeding,
accrue) after the commencement of a Bankruptcy Proceeding in accordance with and
at the rate specified in the Senior Loan Agreement, whether or not the claim for
such interest is allowed or allowable in any Bankruptcy Proceeding. To the
extent any payment with respect to the Senior Obligations (whether by or on
behalf of the Senior Borrower, as proceeds of security, enforcement of any right
of setoff or otherwise) is declared to be a fraudulent conveyance or a
preference or in any respect set aside or required to be paid to a debtor in
possession, the Subordinated Agent, a receiver or similar Person, and an
Improper Act shall not have occurred, then the Obligation or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred, all as more fully set forth in
Section 6.5.


                                    Exh. F-9



     "Subordinated Agent" is defined in the recitals and shall include any
successor thereto exercising substantially the same rights and powers, or if
there is no acting agent, administrative agent, collateral agent, or trustee
under the Subordinated Loan Agreement or any Subordinated Documents or acting
collateral agent for the Subordinated Lenders, the Subordinated Lenders holding
a majority in principal amount of Subordinated Obligations then outstanding.

     "Subordinated Collateral" means all of the assets and property of the
Subordinated Borrower or the owners of the Subordinated Borrower, now owned or
hereafter acquired, whether real, personal or mixed, in or upon which a Lien is
granted or purported to be granted to the Subordinated Financing Parties as
security for any Subordinated Obligation pursuant to the Subordinated Documents.

     "Subordinated Collateral Documents" means, collectively, the security
agreements, pledge agreements, collateral assignments, control agreements,
mortgages, deeds of trust or other grants or transfers for security executed and
delivered by Subordinated Borrower or any of its subsidiaries in compliance with
the terms of this Agreement creating a Lien upon property owned or to be
acquired by any such Person in favor of any holder of Subordinated Obligations
or the Subordinated Agent as security for any Subordinated Obligations.

     "Subordinated Documents" means, collectively, the Subordinated Loan
Agreement, the Subordinated Collateral Documents and any other related document
or instrument executed or delivered pursuant to any of the foregoing in
compliance with the terms of this Agreement at any time or otherwise evidencing
any Subordinated Obligations.

     "Subordinated Financing Parties" is defined in the recitals.

     "Subordinated Hedging Banks" is defined in the recitals.

     "Subordinated Lender" is defined in the recitals and in addition shall
include any Person holding Subordinated Obligations.

     "Subordinated Lender Hedging Agreements" is defined in the recitals.

     "Subordinated Loan Agreement" means, collectively, (a) the Subordinated
Loan Agreement; and (b) any other credit agreement, loan agreement, note
agreement, promissory note, indenture, or other agreement or instrument
evidencing or governing the terms of any Indebtedness or other financial
accommodation that has been incurred to extend, increase, replace, refinance or
refund in whole or in part the Indebtedness and other obligations outstanding
under the Subordinated Loan Agreement or other agreement or instrument referred
to in this clause in each case in compliance with the terms of this Agreement.
Any reference to the Subordinated Loan Agreement hereunder shall be deemed a
reference to any Subordinated Loan Agreement then in existence.

     "Subordinated Obligations" means, collectively, (a) all Indebtedness
outstanding under or with respect to the Subordinated Documents; and (b) all
other Obligations owing by the Subordinated Borrower under or with respect to
the Subordinated Loan Agreement or any other Subordinated Documents, including
all claims under the Subordinated Documents for interest, reasonable
out-of-pocket fees and expenses, indemnification and other similar claims.
Subordinated Obligations shall include all interest accrued or accruing (or
which would, absent the commencement of a Bankruptcy Proceeding, accrue) after
the commencement of a


                                    Exh. F-10



Bankruptcy Proceeding in accordance with and at the rate specified in the
Subordinated Loan Agreement whether or not the claim for such interest is
allowed as a claim in such Bankruptcy Proceeding. To the extent any payment with
respect to the Subordinated Obligations (whether by or on behalf of the
Subordinated Borrower as proceeds of security, enforcement of any right of
setoff or otherwise) is declared to be a fraudulent conveyance or a preference
in any respect, set aside or required to be paid to a debtor in possession,
Senior Agent, receiver or similar Person, then the Obligation or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

     1.2 Other Definitions. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. The word "will" shall be
construed to have the same meaning and effect as the word "shall." Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document (including this Agreement) herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented, amended and restated, extended, replaced or
otherwise modified (subject to any restrictions set forth herein); (b) any
reference herein to any Person shall be construed to include such Person's
successors and assigns; (c) the words "herein," "hereof" and "hereunder," and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision thereof; (d) all references herein
to Sections shall be construed to refer to Sections of this Agreement; (e) the
words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contracts; and (f) any
reference to any law, rule, regulation, statute, code, ordinance or treaty shall
include any statutory or regulatory provisions consolidating, amending,
replacing, supplementing or interpreting any of the foregoing.

                                   ARTICLE II
                                 Lien Priorities

     2.1 Lien Priority.

          (a) Priority. Notwithstanding (i) the date, time, method, manner or
     order of grant, attachment or perfection (or failure to perfect) of any
     Liens granted to the Subordinated Financing Parties on all or any portion
     of the Common Collateral or of any Liens granted to the Senior Financing
     Parties on all or any portion of the Common Collateral, and regardless of
     how such Lien was acquired (whether by grant, statute, operation of law,
     subrogation or otherwise), (ii) the order or time of filing or recordation
     of any document or instrument for perfecting the Liens in favor of the
     Senior Agent or the Subordinated Agent (or any Senior Financing Party or
     Subordinated Financing Party) in any Common Collateral, (iii) any provision
     of the UCC, the Bankruptcy Code or any applicable law, the Senior Documents
     or the Subordinated Documents, (iv) whether the Senior Agent or the
     Subordinated Agent, in each case, either directly or through agents, holds
     possession of, or has control over, all or any part of the Common
     Collateral, (v) the fact that any Liens in favor of the Senior Financing
     Parties securing any of the Senior Obligations are (A) to the extent
     permitted under the Senior


                                    Exh. F-11



     Loan Agreement, subordinated to any Lien securing any obligation of the
     Senior Borrower other than the Senior Obligations or (B) otherwise
     subordinated, voided, avoided, invalidated, or lapsed, or (vi) any other
     circumstance whatsoever, in each case, other than in connection with the
     occurrence of an Improper Act, the Subordinated Financing Parties hereby
     agree that: (x) any Lien on any Common Collateral securing the Senior
     Obligations now or hereafter held by the Senior Financing Parties shall be
     senior in priority to all Liens on any Common Collateral securing the
     Subordinated Obligations; and (y) any Lien on any Common Collateral now or
     hereafter held by the Subordinated Financing Parties shall be junior and
     subordinate in priority to any and all Liens on any Common Collateral
     securing the Senior Obligations.

          (b) Effect of Perfection or Failure to Perfect. Notwithstanding any
     failure by the Senior Financing Parties or the Subordinated Financing
     Parties to perfect its security interests in any Common Collateral or any
     avoidance, invalidation or subordination by any third party or court of the
     security interests in any Common Collateral granted to any such Person
     (except for any such avoidance, invalidation or subordination due to an
     Improper Act), the priority and rights as between the Senior Financing
     Parties on the one hand and the Subordinated Financing Parties on the other
     hand with respect to any Common Collateral shall be as set forth in this
     Agreement.

          (c) Nature of Senior Obligations. The Subordinated Financing Parties
     acknowledge that a portion of the Senior Obligations are revolving in
     nature and that the amount thereof that may be outstanding at any time or
     from time to time may be increased or reduced and subsequently reborrowed,
     and that the terms of the Senior Obligations may be modified, extended or
     amended from time to time, and the aggregate amount of the Senior
     Obligations may be increased, replaced or refinanced, in each event, in
     compliance with the terms of this Agreement, without notice to or consent
     by the Subordinated Financing Parties and without affecting the provisions
     hereof. Except as otherwise expressly provided in this Agreement, the Lien
     priorities provided in this Section shall not be altered or otherwise
     affected by any such amendment, modification, supplement, extension,
     repayment, reborrowing, increase, replacement, renewal, restatement or
     refinancing of either the Senior Obligations or the Subordinated
     Obligations, or any portion thereof.

     2.2 Prohibition on Contesting Liens. The Subordinated Financing Parties and
the Senior Financing Parties each agree that it shall not (and hereby waives any
right to) contest or object to or support any other Person in contesting or
objecting to, in any proceeding (including any Bankruptcy Proceeding), the
priority, perfection, validity or enforceability of any Lien in any Common
Collateral granted to the other, or the provisions of this Agreement.

                                   ARTICLE III
                        Enforcement, Standstill, Waivers

     3.1 Standstill and Waivers. Until the date upon which the Discharge of
Senior Obligations shall have occurred, whether or not any Bankruptcy Proceeding
has been


                                    Exh. F-12



commenced by or against either Borrower or any of their respective subsidiaries,
the Subordinated Financing Parties (except to the extent permitted under Section
3.2(c) and Article VI):

          (i) shall not (i) accelerate the maturity of the Subordinated
     Obligations, (ii) take any action or institute any proceedings to collect
     or enforce the payment of any of the Subordinated Obligations, (iii) take
     any action under the Subordinated Collateral Documents or otherwise to
     foreclose or sell or otherwise realize upon any Subordinated Collateral or
     otherwise available to it under applicable law, (iv) commence, prosecute or
     participate in any administrative, legal or equitable action against either
     Borrower relating to any Subordinated Obligation, or (v) commence or join
     in the commencement of a proceeding under any bankruptcy, insolvency,
     liquidation, reorganization or other similar law in respect of any of
     either Borrower in its capacity as a holder of Subordinated Obligations;

          (ii) shall not (i) oppose, object to or contest in any manner, any
     foreclosure, sale, lease, exchange, transfer or other disposition of any
     Senior Collateral by the Senior Financing Parties, or any other exercise of
     any rights or remedies by or on behalf of the Senior Financing Parties in
     respect of the Senior Documents, including the commencement or prosecution
     of any enforcement action under applicable law or the Senior Documents, or
     (ii) object to the forbearance by the Senior Financing Parties from
     bringing or pursuing any foreclosure proceeding or action or any other
     exercise of any rights or remedies under the Senior Documents;

          (iii) shall not institute any suit or other proceeding or assert in
     any suit, Bankruptcy Proceeding or other proceeding any claim against the
     Senior Financing Parties seeking damages from or other relief by way of
     specific performance, instructions or otherwise, with respect to, and none
     of the Senior Financing Parties shall be liable for, any action taken or
     omitted to be taken by the Senior Financing Parties with respect to any
     Common Collateral or pursuant to the Senior Documents; provided, that this
     provision shall not prevent the Subordinated Financing Parties from
     asserting claims against the Senior Agent for damages arising from its bad
     faith, gross negligence or willful misconduct in performing its duties and
     obligations hereunder; or

          (iv) shall not take, receive or accept any Common Collateral or any
     proceeds from enforcement against any Common Collateral, except in
     accordance with the provisions of this Agreement.

     3.2 Exclusive Enforcement; Nature of Rights.

          (a) Limitation on Action by Subordinated Financing Parties. Until the
     date upon which the Discharge of Senior Obligations shall have occurred,
     whether or not any Bankruptcy Proceeding has been commenced by or against
     either Borrower or any of their respective subsidiaries, the Subordinated
     Financing Parties agree that the Senior Financing Parties shall have the
     exclusive right to enforce rights, exercise remedies (including setoff) and
     make determinations under the Senior Documents, including


                                    Exh. F-13



     regarding release, disposition or restrictions with respect to the Common
     Collateral, without any consultation with or the consent of the
     Subordinated Financing Parties. In exercising rights and remedies under the
     Senior Documents, the Senior Financing Parties may enforce the provisions
     thereof and exercise remedies thereunder in such order and in such manner
     as they may determine in the exercise of their sole discretion. Such
     exercise and enforcement shall include the rights of an agent appointed by
     them to sell or otherwise dispose of Common Collateral upon foreclosure, to
     incur expenses in connection with such sale or disposition, and to exercise
     all the rights and remedies of a secured party under the UCC of any
     applicable jurisdiction and of a secured creditor under bankruptcy or
     similar laws of any applicable jurisdiction.

          (b) Limitation on Foreclosure Upon HGC Investment Subsidiary Pledge
     and K-1 Pledge. Until the date upon which the Discharge of Senior
     Obligations shall have occurred, the Subordinated Financing Parties shall
     not shall foreclose upon or transfer any of the Pledged Collateral (as such
     term is defined in the HGC Investment Subsidiary Pledge Agreement or the
     K-1 Pledge Agreement) if such action would result in a Change in Control
     under the Senior Loan Agreement.

          (c) Permitted Action by Subordinated Financing Parties.
     Notwithstanding anything to the contrary contained herein, nothing in this
     Agreement shall be construed to limit or impair in any way the right of the
     Subordinated Financing Parties (i) to accelerate the maturity of the
     Subordinated Obligations if the Senior Financing Parties shall have
     accelerated the maturity of the Senior Obligations, (ii) to commence or
     participate in any action of the type described in clause (i), (ii) or
     (iii) of subsection 3.1(a) taken by any Senior Financing Party, (iii) to
     join in the commencement of a proceeding of the type described in clause
     (iv) of subsection 3.1(a) if any Senior Financing Party has commenced or
     joined in the commencement of such a proceeding, (iv) to accrue interest at
     the default rates under the Subordinated Loan Agreement as provided
     therein, or (v) to bid for, or purchase, Common Collateral at any private
     or judicial foreclosure or sale upon such Common Collateral initiated by
     the Senior Financing Parties.

     3.3 No Additional Rights For the Borrowers Hereunder. If any Senior
Financing Party or Subordinated Financing Party enforces its rights or remedies
in violation of the terms of this Agreement, the Borrowers shall not be entitled
to use such violation as a defense to any action by the Senior Financing Parties
or the Subordinated Financing Parties, nor to assert such violation as a
counterclaim or basis for set off or recoupment against the Senior Financing
Parties or the Subordinated Financing Parties.

                                   ARTICLE IV
                                    Payments

     4.1 Application of Available Amounts. Until the date upon which the
Discharge of Senior Obligations shall have occurred, no payment (in cash,
property or securities (whether or not such securities are subordinated) or by
set off or otherwise) shall be made or agreed to be made by the Senior Borrower,
directly or indirectly, on account of any amounts (including any prepayments) in
respect of the Subordinated Obligations or as a redemption, retirement,


                                    Exh. F-14



purchase, defeasance, prepayment or acquisition of any Subordination
Obligations, except from cash distributions to Subordinated Borrower pursuant to
the Senior Documents.

     4.2 Payments Over. Until the date upon which the Discharge of Senior
Obligations has occurred, any amounts received by the Subordinated Financing
Parties in contravention of this Agreement shall be segregated and held in trust
and forthwith paid over (a "Turnover Payment") to the Senior Agent for the
benefit of the Senior Financing Parties in the same form as received (without
recourse, representation or warranty (other than a representation of the
Subordinated Agent that it has not otherwise sold, assigned, transferred or
pledged any right, title or interest in and to such amount), with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct to be
applied to the Senior Obligations. Until the date upon which the Discharge of
Senior Obligations shall have occurred, the Senior Agent is hereby authorized to
make any such endorsements as agent for the Subordinated Financing Parties.

     4.3 Distributions by Senior Borrower. The Senior Borrower agrees, for the
benefit of the Senior Financing Parties, that to the extent it is permitted to
make Distributions under the Senior Loan Agreement, it will make Distributions
to the Subordinated Borrower in the amounts and at the times required in order
to enable the Subordinated Borrower to pay interest due on the Subordinated
Loans, to make any mandatory prepayments of the Subordinated Loans required to
be made under the Senior Loan Agreement and to make any other payment required
to be made by the Subordinated Borrower under the Subordinated Documents.

                                    ARTICLE V
                                Other Agreements

     5.1 Amendments to Subordinated Documents. Until the date upon which the
Discharge of Senior Obligations shall have occurred, without the prior written
consent of the Senior Agent, no Subordinated Document may be amended,
supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Subordinated Loan Agreement
or Subordinated Collateral Document, would contravene any of the terms of this
Agreement. The Subordinated Agent agrees that each Subordinated Collateral
Document shall include the following language:

          "Notwithstanding anything herein to the contrary, the lien and
     security interest granted to the administrative agent pursuant to this
     Agreement and the exercise of any right or remedy by the administrative
     agent hereunder are subject to the provisions of the Intercreditor
     Agreement, dated as of __________, 2006 (as amended, supplemented, and
     restated or otherwise modified from time to time, the "Intercreditor
     Agreement") among Dresdner Bank AG London Branch ("Dresdner"), in its
     capacity as Senior Agent (as defined therein) and as Subordinated Agent (as
     defined therein), The Gas Company, LLC, a Hawaii limited liability company,
     as Senior Borrower (as defined therein), and HGC Holdings, LLC, a Hawaii
     limited liability company, as Subordinated Borrower (as defined therein).
     In the event of any conflict between the terms of the Intercreditor
     Agreement and this Agreement, the terms of the Intercreditor Agreement
     shall govern."


                                    Exh. F-15



     5.2 Amendments to Senior Documents. So long as no Event of Default (as
defined in the Senior Loan Agreement) has occurred and is continuing, the Senior
Financing Parties hereby agree with the Subordinated Financing Parties that the
Senior Financing Parties shall not, without the prior written consent of the
Required Subordinated Lenders which shall not be unreasonably withheld, amend or
waive any provision of, or consent to any amendment or waiver of, any of the
Senior Documents in a manner that could reasonably be expected to have a
material adverse effect on the Subordinated Financing Parties.

                                   ARTICLE VI
                             Bankruptcy Proceedings

     6.1 Financing and Sale Issues. If the Senior Borrower shall be subject to
any Bankruptcy Proceeding and at any time prior to the Discharge of Senior
Obligations the Senior Agent or the other Senior Financing Parties shall desire
to permit the sale, use or lease of cash collateral or to permit the Senior
Borrower to obtain financing under Section 363 or Section 364 of the Bankruptcy
Code or to provide such financing ("DIP Financing"), then, so long as (A) the
Subordinated Financing Parties retain the right to request a replacement Lien on
the assets covered by the Common Collateral with the same priority as existed
prior to the commencement of the Bankruptcy Proceeding (subject to the liens of
any DIP Financing Lender), (B) the material terms and conditions of such DIP
Financing (other than with respect to principal amount thereof) are commercially
reasonable, and (C) the Lien granted to the Person providing such financing
ranks prior to or pari passu with the pre-petition Lien of the Senior Financing
Parties, then the Subordinated Agent, on behalf of itself and the other
Subordinated Financing Parties, and each Subordinated Lender by becoming a
Subordinated Lender, agrees that it will raise no objection to, nor support any
other Person objecting to, such sale, use, or lease of cash collateral or DIP
Financing and will not request any form of adequate protection or any other
relief in connection therewith (except as agreed by the Senior Agent or to the
extent expressly permitted by Section 6.3) and, to the extent the Liens securing
the Senior Obligations are subordinate to or pari passu with such DIP Financing,
it will subordinate (and will be deemed hereunder to have subordinated) the
Liens securing the Subordinated Obligations (i) to such DIP Financing with, if
applicable, the same terms and conditions as the Liens securing the Senior
Obligations are subordinated thereto (and such subordination will not alter in
any manner the terms and priorities of this Agreement), (ii) to any adequate
protection provided to the Senior Financing Parties and (iii) to any "carve-out"
for reasonable professional and United States Trustee fees agreed to by the
Senior Financing Parties; provided that the foregoing shall not prohibit the
Subordinated Financing Parties from objecting solely to any provisions in any
DIP Financing relating to, describing or requiring any provision or content of a
plan of reorganization other than provisions solely requiring that the DIP
Financing be paid in full in cash. The Subordinated Agent, on behalf of itself
and the Subordinated Financing Parties, agrees that it will raise no objection
to or oppose a sale or other disposition of any Common Collateral free and clear
of its Liens or other claims under Section 363 of the Bankruptcy Code if the
Required Lenders have consented to such sale or disposition of such assets so
long as the respective interests of the Subordinated Financing Parties attach to
the proceeds thereof, subject to the terms of this Agreement, and (ii) the
material terms of such sale or disposition are commercially reasonable.


                                    Exh. F-16



     6.2 Relief from the Automatic Stay. Until the date upon which the Discharge
of Senior Obligations shall have occurred, the Subordinated Agent, on behalf of
itself and the other Subordinated Financing Parties, agrees that none of them
shall seek relief from the automatic stay or any other stay in any Bankruptcy
Proceeding in respect of any Common Collateral, without the prior written
consent of the Senior Agent and the Required Lenders.

     6.3 Adequate Protection. The Subordinated Agent, on behalf of itself and
the other Subordinated Financing Parties, agrees that none of them shall object,
contest, or support any other Person objecting to or contesting, (a) any request
by the Senior Financing Parties for adequate protection or (b) any objection by
the Senior Financing Parties to any motion, relief, action or proceeding based
on a claim of a lack of adequate protection or (c) the payment of interest,
fees, expenses or other amounts to the Senior Financing Parties under Section
506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything
contained in this Section and in Section 6.1, in any Bankruptcy Proceeding, (i)
the Subordinated Financing Parties, may seek, support, accept or retain adequate
protection (A) only if the Senior Financing Parties are granted adequate
protection and (B) in the form of (x) a replacement Lien on such additional
collateral, subordinated to the Liens securing the Senior Obligations and such
DIP Financing on the same basis as the other Liens securing the Subordinated
Obligations are so subordinated to the Senior Obligations under this Agreement
and (y) superpriority claims junior in all respects to the superpriority claims
granted to the Senior Financing Parties, and (ii) in the event the Subordinated
Agent, on behalf of itself and the other Subordinated Financing Parties,
receives adequate protection, including in the form of additional collateral,
then the Subordinated Agent, on behalf of itself or any of the Subordinated
Financing Parties, agrees that the Senior Agent shall have a senior Lien and
claim on such adequate protection as security for the Senior Obligations and
that any Lien on any additional collateral securing the Subordinated Obligations
shall be subordinated to the Liens on such collateral securing the Senior
Obligations and any DIP Financing (and all Obligations relating thereto) and any
other Liens granted to the Senior Financing Parties as adequate protection, with
such subordination to be on the same terms that the other Liens securing the
Subordinated Obligations are subordinated to such Senior Obligations under this
Agreement. Notwithstanding the foregoing, (i) if the Senior Financing Parties
are deemed by a court of competent jurisdiction to be fully secured, then the
Subordinated Financing Parties shall not be prohibited from seeking adequate
protection in the form of interest, fees or other cash payments, except as
otherwise set forth in this Section 6.3 and (ii) if the Senior Financing Parties
object to the adequate protection being provided to the Senior Financing
Parties, the replacement Liens and superpriority claims granted to the
Subordinated Agent, on behalf of itself or any of the Subordinated Financing
Parties, shall be segregated and held in trust by the Subordinated Agent for the
benefit of the other Senior Financing Parties, pursuant to documents in form and
substance satisfactory to the Senior Agent, until the Discharge of Senior
Obligations shall have occurred.

     6.4 No Waiver. Nothing contained herein shall prohibit or in any way limit
the Senior Financing Parties from objecting in any Bankruptcy Proceeding or
otherwise to any action taken by the Subordinated Financing Parties, including
the seeking by the Subordinated Financing Parties of adequate protection or the
asserting by the Subordinated Financing Parties of any of its rights and
remedies under the Subordinated Documents or otherwise, unless, in each case,
such action is consistent with the terms of this Section 6.


                                    Exh. F-17



     6.5 Preference Issues. If any Senior Financing Party is required in any
Bankruptcy Proceeding or otherwise to turn over or otherwise pay to the estate
of the Senior Borrower any amount (whether received by or on behalf of the
Senior Borrower, as proceeds of security, enforcement of any right of setoff or
otherwise) (a "Recovery"), then the obligation or part thereof originally
intended to be satisfied shall be reinstated and outstanding as Senior
Obligations, as of the date of such Recovery to the extent of such Recovery and
the Discharge of Senior Obligations shall be deemed not to have occurred, except
to the extent such turnover obligation arose from an Improper Act. If this
Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of
the parties hereto from such date of reinstatement. The Subordinated Financing
Parties agree that none of them shall be entitled to benefit from any avoidance
action affecting or otherwise relating to any distribution or allocation made in
accordance with this Agreement, whether by preference or otherwise, it being
understood and agreed that the benefit of such avoidance action otherwise
allocable to them shall instead be allocated and turned over for application in
accordance with the priorities set forth in this Agreement, subject to Section
4.2 and except to the extent such turnover obligation arose from an Improper
Act. In the event that any such payment with respect to the Senior Obligations
results in a Discharge of Senior Obligations, the Senior Financing Parties agree
that the Subordinated Financing Parties shall be permitted to act hereunder as
though a Discharge of Senior Obligations had occurred during the period from
such payment until the date of such reinstatement of the Senior Obligations and
shall have no liability to the Senior Financing Parties for any action taken or
omitted to be taken hereunder in accordance therewith, except to the extent such
act or omission is found by a final, non-appealable judgment of a court of
competent jurisdiction to arise from the gross negligence, bad faith or willful
misconduct of the Subordinated Financing Parties.

     6.6 Reorganization Securities. If, in any Bankruptcy Proceeding, debt
instruments or securities of the reorganized debtor secured by Liens upon any
property of the reorganized debtor are distributed, pursuant to a
court-authorized plan of reorganization or similar court-authorized dispositive
restructuring plan, both on account of Senior Obligations and on account of
Subordinated Obligations, then, to the extent the debt instruments or securities
distributed on account of the Senior Obligations and on account of the
Subordinated Obligations are secured by Liens upon the same property, the
provisions of this Agreement will survive the distribution of such debt
instruments or securities pursuant to such plan and will apply with like effect
to the Liens securing such debt instruments or securities.

     6.7 Separate Grants of Security and Separate Classification. The
Subordinated Agent on behalf of itself and the other Subordinated Financing
Parties acknowledges and agrees that (a) the grants of Liens pursuant to the
Senior Collateral Documents and the Subordinated Collateral Documents constitute
two separate and distinct grants of Liens; and (b) because of, among other
things, their differing rights in the Common Collateral, the Subordinated
Obligations are fundamentally different from the Senior Obligations and must be
separately classified in any plan of reorganization proposed or adopted in a
Bankruptcy Proceeding. To further effectuate the intent of the parties as
provided in the immediately preceding sentence, if it is held that the claims of
the Senior Financing Parties and the Subordinated Financing Parties in respect
of the Common Collateral constitute only one secured claim (rather than separate


                                    Exh. F-18



classes of senior and junior secured claims), then the Subordinated Agent on
behalf of itself and the other Subordinated Financing Parties hereby
acknowledges and agrees that all distributions shall be made as if there were
separate classes of senior and junior secured claims against the Borrowers in
respect of the Common Collateral (with the effect being that, to the extent that
the aggregate value of the Common Collateral is sufficient (for this purpose
ignoring all claims held by the Subordinated Financing Parties), the Senior
Financing Parties shall be entitled to receive, in addition to amounts
distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of post-petition interest before any
distribution is made in respect of the claims held by the Subordinated Financing
Parties, with the Subordinated Financing Parties hereby acknowledging and
agreeing to turn over to the Senior Financing Parties amounts otherwise received
or receivable by them to the extent necessary to effectuate the intent of this
sentence, even if such turnover has the effect of reducing the claim or recovery
of the Subordinated Financing Parties).

     6.8 Effectiveness in Bankruptcy Proceedings. This Agreement, which the
parties hereto expressly acknowledge is a "subordination agreement" under
Section 510(a) of the Bankruptcy Code, shall be effective before, during and
after the commencement of a Bankruptcy Proceeding. All references in this
Agreement to a Borrower shall include such Person as a debtor-in-possession and
any receiver or trustee for such Person in any Bankruptcy Proceeding.

                                   ARTICLE VII
                           Reliance; Waivers; Notices

     7.1 Reliance.

          (a) The consent by the Senior Financing Parties to the execution and
     delivery of the Subordinated Documents and the grant to the Subordinated
     Agent on behalf of itself and the other Subordinated Financing Parties of a
     Lien on the Common Collateral and all loans and other extensions of credit
     made or deemed made on and after the date hereof by the Senior Financing
     Parties to any Borrower shall be deemed to have been given and made in
     reliance upon this Agreement. The Subordinated Agent, on behalf of itself
     and the other Subordinated Financing Parties, acknowledges that it and the
     other Subordinated Financing Parties have, independently and without
     reliance on the Senior Agent or any other Senior Financing Party, and based
     on documents and information deemed by them appropriate, made their own
     credit analysis and decision to enter into the Subordinated Loan Agreement,
     the other Subordinated Documents, this Agreement and the transactions
     contemplated hereby and thereby and they will continue to make their own
     credit decision in taking or not taking any action under the Subordinated
     Loan Agreement, the other Subordinated Documents or this Agreement.

          (b) The consent by the Subordinated Financing Parties to the execution
     and delivery of the Senior Documents and the grant to the Senior Agent on
     behalf of itself and the other Senior Financing Parties of a Lien on the
     Common Collateral and all loans and other extensions of credit made or
     deemed made on and after the date hereof by


                                    Exh. F-19



     the Subordinated Financing Parties to any Borrower shall be deemed to have
     been given and made in reliance upon this Agreement. The Senior Agent, on
     behalf of itself and the other Senior Financing Parties, acknowledges that
     it and the other Senior Financing Parties have, independently and without
     reliance on the Subordinated Financing Parties, and based on documents and
     information deemed by them appropriate, made their own credit analysis and
     decision to enter into the Senior Loan Agreement, the other Senior
     Documents, this Agreement and the transactions contemplated hereby and
     thereby and they will continue to make their own credit decision in taking
     or not taking any action under the Senior Loan Agreement, the other Senior
     Documents or this Agreement.

     7.2 No Warranties or Liability.

          (a) The Subordinated Agent, on behalf of itself and the other
     Subordinated Financing Parties, acknowledges and agrees that each of the
     Senior Financing Parties has made no express or implied representation or
     warranty, including with respect to the execution, validity, legality,
     completeness, collectibility or enforceability of any of the Senior
     Documents. The Senior Financing Parties will be entitled to manage and
     supervise their respective loans and extensions of credit to the Borrowers
     in accordance with law and as they may otherwise, in their sole discretion,
     deem appropriate, and the Senior Financing Parties may manage their loans
     and extensions of credit without regard to any rights or interests that the
     Subordinated Financing Parties have in the Common Collateral or otherwise,
     except as otherwise provided in this Agreement. Neither the Senior Agent
     nor any other Senior Financing Party shall have any duty to the
     Subordinated Agent or any of the Subordinated Financing Parties to act or
     refrain from acting in a manner which allows, or results in, the occurrence
     or continuance of an event of default or default under any agreements with
     the Senior Borrower, regardless of any knowledge thereof which they may
     have or be charged with.

          (b) The Senior Agent, on behalf of itself and the other Senior
     Financing Parties, acknowledges and agrees that each of the Subordinated
     Financing Parties has made no express or implied representation or
     warranty, including with respect to the execution, validity, legality,
     completeness, collectibility or enforceability of any of the Subordinated
     Documents. The Subordinated Financing Parties will be entitled to manage
     and supervise their respective loans and extensions of credit to the
     Subordinated Borrower in accordance with law and as they may otherwise, in
     their sole discretion, deem appropriate, and the Subordinated Financing
     Parties may manage their loans and extensions of credit without regard to
     any rights or interests that the Senior Financing Parties have in the
     Common Collateral or otherwise, except as otherwise provided in this
     Agreement. Neither the Subordinated Agent nor any of the other Subordinated
     Financing Parties shall have any duty to the Senior Financing Parties to
     act or refrain from acting in a manner which allows, or results in, the
     occurrence or continuance of an event of default or default under any
     agreements with the Subordinated Borrower, regardless of any knowledge
     thereof which they may have or be charged with.


                                    Exh. F-20



     7.3 No Waiver of Lien Priorities. No right of any of the Senior Financing
Parties to enforce any provision of this Agreement shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of any
Borrower or by any act or failure to act by any Senior Financing Party, or by
any noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the Senior Documents or any of the Subordinated Documents,
regardless of any knowledge thereof which the Senior Financing Parties may have
or be otherwise charged with.

     7.4 Obligations Unconditional. All rights, interests, agreements and
obligations of the Senior Financing Parties and the Subordinated Financing
Parties, respectively, hereunder shall remain in full force and effect as set
forth herein irrespective of:

          (a) any lack of validity or enforceability of the Senior Documents or
     any Subordinated Documents, other than in connection with the occurrence of
     an Improper Act;

          (b) any change in the time, manner or place of payment of, or in any
     other terms of, all or any of the Senior Obligations or Subordinated
     Obligations, or any amendment or waiver or other modification, including
     any increase in the amount thereof, whether by course of conduct or
     otherwise, of the terms of the Senior Loan Agreement or any other Senior
     Document or of the terms of the Subordinated Loan Agreement or any other
     Subordinated Document, in each case, to the extent made in compliance with
     the terms of this Agreement;

          (c) any compromise, surrender, release, non-perfection or exchange of
     any security interest in any Common Collateral or any other collateral, or
     any amendment, waiver or other modification, whether in writing or by
     course of conduct or otherwise, of all or any of the Senior Obligations or
     Subordinated Obligations or any guarantee thereof made in compliance with
     the terms of this Agreement;

          (d) the commencement of any Bankruptcy Proceeding in respect of the
     Borrowers; or

          (e) any other circumstances (other than those involving the occurrence
     of an Improper Act) which otherwise might constitute a defense available
     to, or a discharge of, either Borrower in respect of the Senior Obligations
     or of the Subordinated Financing Parties or Subordinated Obligations in
     respect of this Agreement.

     7.5 Certain Notices.

          (a) Promptly upon the satisfaction of the conditions set forth in
     clauses (a), (b), and (c) of the definition of Discharge of Senior
     Obligations, the Senior Agent shall deliver the notice contemplated by
     clause (e) of such definition.

          (b) Promptly upon (or as soon as practicable following) the
     commencement by the Senior Agent of any enforcement action under the Senior
     Documents, the Senior Agent shall notify the Subordinated Agent of such
     action; provided that the failure


                                    Exh. F-21



     to give any such notice shall not result in any liability of the Senior
     Agent hereunder or in the modification, alteration, impairment, or waiver
     of the rights of any party hereunder.

                                  ARTICLE VIII
                                  Miscellaneous

     8.1 Conflicts. In the event of any conflict between the provisions of this
Agreement and the provisions of the Senior Documents or the Subordinated
Documents regarding the relative rights and obligations of the Senior Financing
Parties on the one hand and the Subordinated Financing Parties on the other,
respectively, the provisions of this Agreement shall govern.

     8.2 Waiver of Consequential Damages. No party shall be liable for any
special, indirect, consequential or punitive damages in connection with this
Agreement.

     8.3 Continuing Nature of this Agreement. This Agreement shall continue to
be effective notwithstanding the Discharge of the Senior Obligations. This is a
continuing agreement of lien priorities and the Senior Financing Parties may
continue, at any time and without notice to any Subordinated Financing Parties,
to extend credit and other financial accommodations and lend monies to or for
the benefit of the Senior Borrower constituting Senior Obligations on the faith
hereof. The Subordinated Agent, on behalf of itself and the other Subordinated
Financing Parties, hereby waives any right it may have under applicable law to
revoke this Agreement or any of the provisions of this Agreement. The terms of
this Agreement shall survive, and shall continue in full force and effect, in
any Bankruptcy Proceeding.

     8.4 Amendments; Waivers.

          (a) No amendment, modification or waiver of any of the provisions of
     this Agreement by the Subordinated Agent or the Senior Agent shall be
     deemed to be made unless the same shall be in writing signed on behalf of
     the party making the same or its authorized agent and each waiver, if any,
     shall be a waiver only with respect to the specific instance involved and
     shall in no way impair the rights of the parties making such waiver or the
     obligations of the other parties to such party in any other respect or at
     any other time. The Borrowers shall not have any right to amend, modify or
     waive any provision of this Agreement without the consent of the
     Subordinated Agent then party hereto or the Senior Agent then party hereto,
     as applicable, nor shall any consent or signed writing be required of any
     of them to effect any amendment, modification or waiver of any provision of
     this Agreement.

          (b) No failure or delay by the Senior Financing Parties or
     Subordinated Financing Parties in exercising any right or power hereunder
     shall operate as a waiver thereof, nor shall any single or partial exercise
     of any such right or power, or any abandonment or discontinuance of steps
     to enforce such a right or power, preclude any other or further exercise
     thereof or the exercise of any other right or power. The rights and
     remedies of the Senior Financing Parties and the Subordinated Financing
     Parties hereunder are cumulative and are not exclusive of any rights or
     remedies that they would


                                    Exh. F-22



     otherwise have. No waiver of any provision of this Agreement or consent to
     any departure by the Borrowers therefrom shall in any event be effective
     unless the same shall be permitted by paragraph (a) of this Section, and
     then such waiver or consent shall be effective only in the specific
     instance and for the purpose for which given.

     8.5 Information Concerning Financial Condition of the Borrowers.

          (a) The Senior Financing Parties, on the one hand, and the
     Subordinated Financing Parties, on the other hand, shall each be
     responsible for keeping themselves informed of (i) the financial condition
     of the Borrowers and all endorsers and/or guarantors of the Subordinated
     Obligations or the Senior Obligations and (ii) all other circumstances
     bearing upon the risk of nonpayment of the Subordinated Obligations or the
     Senior Obligations. The Senior Financing Parties shall have no duty to
     advise the Subordinated Financing Parties of information known to it or
     them regarding such condition or any such circumstances or otherwise. In
     the event the any of the Senior Financing Parties, in its or their sole
     discretion, undertakes at any time or from time to time to provide any such
     information to the Subordinated Financing Parties, it or they shall be
     under no obligation (x) to provide any additional information or to provide
     any such information on any subsequent occasion, (y) to undertake any
     investigation or (z) to disclose any information which, pursuant to
     accepted or reasonable commercial finance practices, such party wishes to
     maintain confidential.

          (b) The Subordinated Financing Parties shall have no duty to advise
     the Senior Financing Parties of information known to it or them regarding
     such condition or any such circumstances or otherwise. In the event the
     Subordinated Financing Parties, in its or their sole discretion, undertakes
     at any time or from time to time to provide any such information to the
     Senior Financing Parties, it or they shall be under no obligation (i) to
     provide any additional information or to provide any such information on
     any subsequent occasion, (ii) to undertake any investigation or (iii) to
     disclose any information which, pursuant to accepted or reasonable
     commercial finance practices, such party wishes to maintain confidential.

     8.6 Subrogation. The Subordinated Agent, on behalf of itself and the other
Subordinated Financing Parties, hereby waives any rights of subrogation it may
acquire as a result of any payment hereunder until the date upon which the
Discharge of Senior Obligations shall have occurred.

     8.7 Submission to Jurisdiction; Waiver of Jury Trial.

          (a) Each of the parties hereto hereby irrevocably and unconditionally
     submits, for itself and its property, to the nonexclusive jurisdiction of
     the Supreme Court of the State of New York sitting in New York County and
     of the United States District Court of the Southern District of New York,
     and any appellate court from any


                                    Exh. F-23



     thereof, in any action or proceeding arising out of or relating to this
     Agreement, or for recognition or enforcement of any judgment, and each of
     the parties hereto hereby irrevocably and unconditionally agrees that all
     claims in respect of any such action or proceeding may be heard and
     determined in such New York State or, to the extent permitted by law, in
     such Federal court. Each of the parties hereto agrees that a final judgment
     (subject to any right to appeal) in any such action or proceeding may be
     enforced in other jurisdictions by suit on the judgment or in any other
     manner provided by law. Nothing in this Agreement shall affect any right
     that any party hereto may otherwise have to bring any action or proceeding
     relating to this Agreement against any other party hereto or its properties
     in the courts of any jurisdiction.

          (b) Each party hereto irrevocably and unconditionally waives, to the
     fullest extent it may legally and effectively do so, any objection which it
     may now or hereafter have to the laying of venue of any suit, action or
     proceeding arising out of or relating to this Agreement in any court
     referred to in clause (a). Each of the parties hereto hereby irrevocably
     waives, to the fullest extent permitted by law, the defense of an
     inconvenient forum to the maintenance of such action or proceeding in any
     such court.

          (c) Each party hereto irrevocably consents to service of process in
     the manner provided for notices in Section 8.9. Nothing in this Agreement
     will affect the right of any party to this Agreement to serve process in
     any other manner permitted by law.

          (d) EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT
     MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR
     RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTION CONTEMPLATED HEREBY OR
     THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY
     HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
     TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
     CERTIFICATIONS IN THIS PARAGRAPH.

     8.8 Notices.

          (a) Unless otherwise expressly provided herein, (and subject to
     paragraph (c) below), all notices and other communications provided for
     herein shall be in writing and shall be delivered by hand or overnight
     courier service, mailed by certified or registered mail or sent by
     telecopy, as follows:

          (i) If to the Senior Agent:

               Dresdner Bank AG, London Branch
               Loan Operations, London
               IB Operations
               Riverbank House
               2 Swan Lake


                                   Exh. F-24



               London EC4R 3UX
               Attention: greg.corsale@drkw.com
               Telephone: 44 (0)20 7475 2034
               Facsimile: 44 (0)20 7623 4118

          (ii) If to the Subordinated Agent:

               Dresdner Bank AG, London Branch
               Loan Operations, London
               IB Operations
               Riverbank House
               2 Swan Lake
               London EC4R 3UX
               Attention: greg.corsale@drkw.com
               Telephone: 44 (0)20 7475 2034
               Facsimile: 44 (0)20 7623 4118

          (iii) If to the Senior Borrower:

               The Gas Company, LLC
               P.O. Box 3000
               Honolulu, HI 96802
               Attention: Jim Yates
               Telephone: 808-535-5908
               Facsimile: 808-535-5942:

               with a copy to:

               Attention: George Aoki
               Telephone: 808-535-5912
               Facsimile: 808-535-5942

          (iv) If to the Subordinated Borrower:

               HGC Holdings, LLC
               P.O. Box 3000
               Honolulu, HI 96802
               Attention: Jim Yates
               Telephone: 808-535-5908
               Facsimile: 808-535-5942:

               with a copy to:


                                    Exh. F-25



               Attention: George Aoki
               Telephone: 808-535-5912
               Facsimile: 808-535-5942

          (b) This Agreement may be transmitted and/or signed by facsimile. The
     effectiveness of any such documents and signatures shall, subject to
     applicable legal requirements, have the same force and effect as
     manually-signed originals and shall be binding on all parties hereto. The
     Senior Agent may also require that any such documents and signatures be
     confirmed by a manually-signed original thereof; provided that the failure
     to request or deliver the same shall not limit the effectiveness of any
     facsimile document or signature.

          (c) Any party hereto may change its address or telecopy number for
     notices and other communications hereunder by notice to the other parties
     hereto. 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.

     8.9 Further Assurances. Each party hereto agrees that it shall take such
further action and shall execute and deliver to the other party such additional
documents and instruments (in recordable form, if requested) as the other party
may reasonably request to effectuate the terms of and the lien priorities
contemplated by this Agreement; provided, that any reasonable and documented
out-of-pocket costs and expenses incurred by any party hereto in connection
therewith shall be reimbursable by the Borrowers under the Senior Documents or
Subordinated Documents, as applicable.

     8.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of New York.

     8.11 Binding on Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
     to the benefit of the Senior Financing Parties and the Subordinated
     Financing Parties and their respective permitted successors and assigns
     upon the execution and delivery hereof.

          (b) Upon a Person becoming the Senior Agent as described in the
     definition of "Senior Agent" hereunder (other than the Senior Agent
     referred to in the recitals hereto), such new Senior Agent shall
     automatically become the Senior Agent hereunder with all the rights and
     powers of such party hereunder, and bound by the provisions hereof, without
     the need for any further action on the part of any party hereto.

          (c) Upon a successor administrative agent, collateral agent or trustee
     becoming the Subordinated Agent under the Subordinated Loan Agreement or
     any Subordinated Document, such successor automatically shall become the
     Subordinated Agent hereunder with all the rights and powers of the
     Subordinated Agent hereunder, and bound by the provisions hereof, without
     the need for any further action on the part of any party hereto.


                                    Exh. F-26



     8.12 Specific Performance. The Senior Agent may demand specific performance
of this Agreement. The Subordinated Agent, on behalf of itself and the other
Subordinated Financing Parties hereby irrevocably waives any defense based on
the adequacy of a remedy at law.

     8.13 Section Titles; Time Periods. The section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of this Agreement. In the computation of time
periods, unless otherwise specified, the word "from" means "from and including"
and each of the words "to" and "until" means "to but excluding" and the word
"through" means "to and including".

     8.14 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be maintained by the Senior Borrower and the Senior Agent.

     8.15 Authorization. By its signature, each Person executing this Agreement
on behalf of a party hereto represents and warrants to the other parties hereto
that it is duly authorized to execute this Agreement.

     8.16 No Third Party Beneficiaries. This Agreement and the rights and
benefits hereof shall inure to the benefit of the Senior Financing Parties and
their respective successors and assigns and, to the extent applicable, to the
Borrowers and to the Subordinated Financing Parties and their respective
permitted successors and assigns. No other Person, shall have or be entitled to
assert rights or benefits hereunder.

     8.17 Effectiveness. This Agreement shall become effective when executed and
delivered by the parties hereto. This Agreement shall be effective both before
and after the commencement of any Bankruptcy Proceeding.

     8.18 Purchase Right. Without prejudice to the enforcement of the remedies
of the Senior Lenders, the Senior Lenders agree that, at any time following the
date on which Senior Lenders holding the requisite amount of Senior Obligations
(or the Senior Agent on their behalf) have declared all or any part of the
Senior Obligations to be due and payable prior to their stated maturity in
accordance with the Senior Loan Agreement, the Senior Lenders will offer the
Subordinated Lenders the option to purchase the aggregate amount of outstanding
Senior Obligations at par (including accrued interest but without regard to any
prepayment penalty or premium), without warranty or representation (other than
that such lenders own the claims being sold, free and clear of liens or
encumbrances created by them, but without regard to ultimate enforceability) or
recourse. The Subordinated Lenders shall accept or reject such offer within ten
business days after the receipt thereof and the parties shall endeavor to close
promptly (but in any event within twenty business days) following communication
of any such acceptance. If the Subordinated Lenders accept such offer, it shall
be exercised pursuant to an assignment agreement in the form attached to the
Senior Loan Agreement. If the Subordinated Lenders reject such offer, the Senior
Lenders shall have no further obligations pursuant to this Section and may take
any further actions in their sole discretion in accordance with the Senior
Documents and this Agreement.


                                    Exh. F-27



     8.19 Confidentiality. Each of the Senior Financing Parties and the
Subordinated Financing Parties agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any Governmental Authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of, or any prospective
assignee of any of its rights or obligations under this Agreement or its
advisers, or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrowers and their
obligations, (g) with the consent of the Borrowers or (h) to the extent such
Information becomes publicly available other than as a result of a breach of
this Section. For the purposes of this Section, "Information" means all
information received from the Borrowers relating to the Borrowers or their
businesses, other than any such information that is available to the Senior
Financing Parties and the Subordinated Financing Parties on a non-confidential
basis from a source other than the Borrowers that is not prohibited from
transmitting the information to the Senior Financing Parties and the
Subordinated Financing Parties by a contractual or legal obligation. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

     8.20 Nonliability of Senior Financing Parties and Subordinated Financing
Parties. The Borrowers acknowledge and agree that:

          (a) Any inspections of any property of the Borrowers made by or
     through the Senior Financing Parties and Subordinated Financing Parties are
     for purposes of administration of the Loan Documents only, and the
     Borrowers are not entitled to rely upon the same (whether or not such
     inspections are at the expense of the Borrowers); and

          (b) The relationship between the Borrowers and the Senior Financing
     Parties and Subordinated Financing Parties is, and shall at all times
     remain, solely that of borrowers and lenders; neither the Senior Financing
     Parties nor the Subordinated Financing Parties shall under any circumstance
     be construed to be partners or joint venturers of any of the Borrowers or
     their Affiliates; neither the Senior Financing Parties nor the Subordinated
     Financing Parties shall under any circumstance be deemed to be in a
     relationship of confidence or trust or a fiduciary relationship with any of
     the Borrowers or their Affiliates, or to owe any fiduciary duty to any of
     the Borrowers or their Affiliates; neither the Senior Financing Parties nor
     the Subordinated Financing Parties undertake or assume any responsibility
     or duty to any of the Borrowers or their Affiliates to select, review,
     inspect, supervise, pass judgment upon or inform any such Person of any
     matter in connection with the operations of such Person; each of the
     Borrowers or their


                                    Exh. F-28



     Affiliates shall rely entirely upon their own judgment with respect to such
     matters; and any review, inspection, supervision, exercise of judgment or
     supply of information undertaken or assumed by the Senior Financing Parties
     or Subordinated Financing Parties in connection with such matters is solely
     for the protection of the Senior Financing Parties and Subordinated
     Financing Parties and neither the Borrowers nor any other Person is
     entitled to rely thereon.

     8.21 Integration. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Senior Agent in any other Loan Document shall not be
deemed a conflict with this Agreement. Each Loan Document was drafted with the
joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof

     8.22 Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

     8.23 Headings. The table of contents and the headings of Articles and
Sections 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.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                        SENIOR AGENT:

                                        DRESDNER BANK AG LONDON BRANCH, as
                                        Senior Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                    Exh. F-29



                                        SUBORDINATED AGENT:

                                        DRESDNER BANK AG LONDON BRANCH, as
                                        Subordinated Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


SENIOR BORROWER:

THE GAS COMPANY, LLC


By:
    ------------------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


SUBORDINATED BORROWER:

HGC HOLDINGS, LLC


By:
    ------------------------------------
Name:
      ----------------------------------
Title:
       ---------------------------------


                                    Exh. F-30

EX-10.30

                                                                   EXHIBIT 10.30
                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

                          dated as of November 17, 2005

                                      among

                              THE GAS COMPANY, LLC,
                                  as Borrower,

                          MACQUARIE GAS HOLDINGS, LLC,
                              as Original Signatory

                         THE LENDERS (as herein defined)

                                       and

                        DRESDNER BANK AG, LONDON BRANCH,
                            as Administrative Agent,

                     DRESDNER KLEINWORT WASSERSTEIN LIMITED,
                                as Lead Arranger



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I INTERPRETATION.................................................     1
   Section 1.1 Definitions...............................................     1
   Section 1.2 Terms Generally...........................................    24
ARTICLE II THE CREDIT FACILITIES.........................................    24
   Section 2.1 Term Loan Facility........................................    24
   Section 2.2 Revolving Loan Facility...................................    26
   Section 2.3 Interest..................................................    28
   Section 2.4 Interest Periods..........................................    28
   Section 2.5 Repayment of Loans........................................    29
   Section 2.6 Use of Proceeds of Loans..................................    29
   Section 2.7 Termination or Reduction of Commitments...................    29
   Section 2.8 Prepayments...............................................    30
   Section 2.9 Fees......................................................    33
   Section 2.10 Evidence of Indebtedness; Notes..........................    34
   Section 2.11 Payments Generally.......................................    34
   Section 2.12 Sharing of Payments......................................    35
ARTICLE III TAXES AND YIELD PROTECTION...................................    35
   Section 3.1 Taxes.....................................................    35
   Section 3.2 Alternate Rate of Interest................................    37
   Section 3.3 Illegality................................................    37
   Section 3.4 Increased Costs...........................................    38
   Section 3.5 Funding Losses............................................    38
   Section 3.6 Duty to Mitigate; Replacement of Lenders..................    39
   Section 3.7 Survival..................................................    40
ARTICLE IV CONDITIONS PRECEDENT..........................................    40
   Section 4.1 Conditions Precedent to Initial Borrowing of Term Loans...    40
   Section 4.2 Conditions Precedent to All Loans.........................    45
ARTICLE V REPRESENTATIONS AND WARRANTIES.................................    46
   Section 5.1 Due Incorporation, Qualification, etc.....................    46
   Section 5.2 Authority.................................................    46
   Section 5.3 Enforceability............................................    46
   Section 5.4 Non-Contravention.........................................    46
   Section 5.5 Approvals.................................................    47
   Section 5.6 No Violation or Default...................................    47
   Section 5.7 Litigation................................................    47
   Section 5.8 Possession Under Leases; Title............................    48
   Section 5.9 Financial Statements......................................    48
   Section 5.10 Creation, Perfection and Priority of Liens...............    48
   Section 5.11 Equity Securities........................................    49
   Section 5.12 No Agreements to Sell Assets; Etc........................    49
   Section 5.13 Employee Benefit Plans...................................    49




                                TABLE OF CONTENTS
                                   (Continued)



                                                                            Page
                                                                            ----
                                                                         
   Section 5.14 Other Regulations........................................    50
   Section 5.15 Patent and Other Rights..................................    50
   Section 5.16 Governmental Charges; Taxes..............................    50
   Section 5.17 Margin Stock.............................................    51
   Section 5.18 Subsidiaries, Etc........................................    51
   Section 5.19 Solvency, Etc............................................    51
   Section 5.20 Labor Matters............................................    51
   Section 5.21 Contracts................................................    51
   Section 5.22 No Material Adverse Effect...............................    52
   Section 5.23 Accuracy of Information Furnished........................    52
   Section 5.24 Brokerage Commissions....................................    52
   Section 5.25 Policies of Insurance....................................    53
   Section 5.26 Priority of Obligations..................................    53
   Section 5.27 Bank Accounts and Securities Accounts....................    53
   Section 5.28 Agreements with Affiliates...............................    53
   Section 5.29 Existing Indebtedness; Existing Liens....................    53
ARTICLE VI AFFIRMATIVE COVENANTS.........................................    54
   Section 6.1 Financial Statements; Operating Reports; Financial
               Certifications............................................    54
   Section 6.2 Other Notices and Reports.................................    55
   Section 6.3 Books and Records.........................................    56
   Section 6.4 Inspections...............................................    56
   Section 6.5 Insurance.................................................    57
   Section 6.6 Governmental Charges......................................    58
   Section 6.7 Use of Proceeds...........................................    58
   Section 6.8 General Business Operations...............................    58
   Section 6.9 Compliance with Legal Requirements and Contractual
               Obligations...............................................    58
   Section 6.10 Additional Collateral....................................    58
   Section 6.11 Lender Hedging Agreements................................    59
   Section 6.12 Preservation of Security Interests.......................    59
   Section 6.13 Event of Loss............................................    59
   Section 6.14 Priority of Obligations..................................    59
   Section 6.15 New Subsidiaries.........................................    59
ARTICLE VII NEGATIVE COVENANTS...........................................    60
   Section 7.1 Indebtedness and Guarantee Obligations....................    60
   Section 7.2 Liens, Negative Pledges...................................    61
   Section 7.3 Asset Dispositions........................................    62
   Section 7.4 Mergers, Acquisitions, Etc................................    62
   Section 7.5 Investments...............................................    63




                                TABLE OF CONTENTS
                                   (Continued)



                                                                            Page
                                                                            ----
                                                                         
   Section 7.6 Distributions.............................................    63
   Section 7.7 Change in Business........................................    64
   Section 7.8 ERISA.....................................................    64
   Section 7.9 Transactions with Affiliates..............................    65
   Section 7.10 Accounts.................................................    65
   Section 7.11 Accounting Changes.......................................    65
   Section 7.12 Amendments of Material Documents.........................    65
   Section 7.13 Joint Ventures...........................................    65
   Section 7.14 Management Fees..........................................    66
   Section 7.15 Jurisdiction of Formation................................    66
   Section 7.16 Sales and Leaseback; Off-Balance Sheet Financing.........    66
   Section 7.17 Capital Expenditures.....................................    66
   Section 7.18 Foreign Assets Control Regulations.......................    66
   Section 7.19 Backward Interest Coverage Ratio.........................    66
ARTICLE VIII EVENTS OF DEFAULT; REMEDIES.................................    67
   Section 8.1 Events of Default.........................................    67
   Section 8.2 Remedies Upon Event of Default............................    69
ARTICLE IX AGENTS........................................................    70
   Section 9.1 Appointment and Authorization of Agents...................    70
   Section 9.2 Delegation of Duties......................................    71
   Section 9.3 Liability of Agents.......................................    71
   Section 9.4 Reliance by Agents........................................    71
   Section 9.5 Notice of Default.........................................    71
   Section 9.6 Credit Decision; Disclosure of Information................    72
   Section 9.7 Indemnification...........................................    72
   Section 9.8 Agents in their Individual Capacities.....................    73
   Section 9.9 Successor Administrative Agent............................    73
   Section 9.10 Lead Arranger............................................    73
ARTICLE X HEDGING ARRANGEMENTS...........................................    74
   Section 10.1 Hedging Payments.........................................    74
   Section 10.2 Voluntary Termination....................................    74
   Section 10.3 Involuntary Termination or Reduction.....................    74
   Section 10.4 Agreement to be Bound by Loan Documents; Benefit of Lien
                of Security Documents....................................    75
ARTICLE XI MISCELLANEOUS.................................................    75
   Section 11.1 Amendments; Waivers......................................    75
   Section 11.2 Notices..................................................    76
   Section 11.3 Expenses; Indemnity; Damage Waiver.......................    78




                                TABLE OF CONTENTS
                                   (Continued)



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                                                                            ----
                                                                         
   Section 11.4 Successors and Assigns...................................    79
   Section 11.5 Confidentiality..........................................    82
   Section 11.6 Limitation on Interest...................................    82
   Section 11.7 Right of Setoff..........................................    83
   Section 11.8 Nonliability of Lenders..................................    83
   Section 11.9 Integration..............................................    83
   Section 11.10 Governing Law...........................................    84
   Section 11.11 Submission To Jurisdiction; WAIVER OF JURY TRIAL........    84
   Section 11.12 Severability............................................    85
   Section 11.13 Headings................................................    85
   Section 11.14 Counterparts............................................    85
ARTICLE XII INTERIM PROVISIONS...........................................    85
   Section 12.1 Representations, Warranties and Covenants of MGH.........    85
   Section 12.2 Certain Rights and Obligations...........................    85
   Section 12.3 Covenants of MGH.........................................    86
   Section 12.4 Governmental Authorizations..............................    86


SCHEDULES:

Schedule 2.1     Commitments and Pro Rata Shares
Schedule 5.5     Approvals
Schedule 5.7     Litigation and Proceedings
Schedule 5.8     Leases
Schedule 5.13    Employee Benefit Plans
Schedule 5.15    Intellectual Property
Schedule 5.21    Contracts
Schedule 5.25    Policies of Insurance
Schedule 5.27    Bank Accounts and Securities Accounts
Schedule 5.28    Agreements with Affiliates
Schedule 5.29(a) Existing Indebtedness
Schedule 5.29(b) Existing Liens
Schedule 7.5     Existing Investments
Schedule 7.8     ERISA Exceptions

EXHIBITS:

EXHIBIT A Form of Term Loan Borrowing Request
EXHIBIT B Form of Revolving Loan Borrowing Request
EXHIBIT C Form of Note
EXHIBIT D Form of Compliance Certificate
EXHIBIT E Form of Control Agreement
EXHIBIT F Form of Assignment and Assumption


     LOAN AGREEMENT (this "Agreement"), dated as of November 17, 2005 among THE
GAS COMPANY, LLC, a Hawaii limited liability company (the "Borrower"); MACQUARIE
GAS HOLDINGS, LLC, a Delaware limited liability company ("MGH"); the Lenders
from time to time parties hereto; and DRESDNER BANK AG LONDON BRANCH, as
Administrative Agent for the Lenders (in such capacity, the "Administrative
Agent").

                                    RECITALS

     A. The indirect parent of MGH has entered into the Acquisition Agreement,
and assigned its rights in and under the Acquisition Agreement to MGH.

     B. MGH has requested that the Lenders provide loans to partially finance
the acquisition by MGH from Seller of 100% of the membership interests in K-1
HGC Investment, L.L.C., a Delaware limited liability company, which will
indirectly own as of the closing of such acquisition 100% of the membership
interests in the Borrower.

     C. The Lenders are willing to provide such financing to the Borrower
subject to and upon the terms and conditions set forth herein.

     The parties hereto agree as follows:

                                    ARTICLE I
                                 INTERPRETATION

     Section 1.1 Definitions. Unless otherwise indicated in this Agreement or
any other Loan Document, each term set forth below, when used in this Agreement
or any other Loan Document, shall have the respective meaning given to that term
below:

     "Acquisition" means the consummation of the purchase of all of the
outstanding Equity Securities of either HGC or HGC Parent by MGH pursuant to the
Acquisition Agreement.

     "Acquisition Agreement" means the Purchase Agreement dated as of August 2,
2005 by and between k1 Ventures Limited, a company formed under the laws of
Singapore, K-1 HGC Investment, L.L.C., a Delaware limited liability company, and
Macquarie Investment Holdings, Inc., a Delaware corporation ("MIH"), as amended
by the First Amendment to Purchase Agreement dated August 17, 2005 and the
Second Amendment to Purchase Agreement dated October 21, 2005, and as assigned
by MIH to MIC, and further assigned by MIC to MGH.

     "Acquisition Documents" means the Acquisition Agreement and each of the
documents delivered or to be delivered by the parties thereto under the
Acquisition Agreement on or prior to the consummation thereof.

     "Additional Security Document" means each document, agreement and
instrument delivered to the Collateral Agent or any Lender in connection with
any Collateral or to secure the Obligations in accordance with Section 6.15.



     "Administrative Agent" means Dresdner Bank AG, London Branch, in its
capacity as administrative agent for the Lenders under the Loan Documents, and
any successor administrative agent appointed pursuant to the terms of this
Agreement.

     "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "Affiliate" of a particular Person means, at any time, (a) any other Person
directly or indirectly Controlling, Controlled by, or under common Control with,
such Person and (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of securities having ordinary voting power
for the election of directors or other members of the governing body of a
corporation or other Person, or 10% or more of any partnership or other
ownership interests of any other Person. Under no circumstances shall the
Administrative Agent or the Collateral Agent be considered to be an Affiliate of
any Person solely because any Transaction Document contemplates that any of them
may request or act at the instruction of any such Person or such Person's
Affiliate.

     "Agents" means each of the Administrative Agent and the Collateral Agent.

     "Applicable Margin" means, for each day, the following rates per annum:

          (a) for any Term Loan, 0.40% until the fifth anniversary of the
Effective Date and 0.50% thereafter;

          (b) for any Revolving Loan, 0.40% until the fifth anniversary of the
Effective Date and 0.50% thereafter.

     "Applicable Percentage" means, at any time, an amount expressed as a
percentage equal to a Financing Party's Outstanding Exposure divided by the
aggregate then Outstanding Exposure of all Financing Parties.

     "Assignment and Assumption" means an Assignment and Assumption in the form
of Exhibit H or any other form approved by the Administrative Agent.

     "Available Commitment" means, as to a Lender, at any time, an amount equal
to its Available Term Loan Commitment and/or Available Revolving Loan
Commitment.

     "Available Revolving Loan Commitment" means, as to any Revolving Loan
Lender, at any time, an amount equal to the excess, if any, of (a) the amount of
such Revolving Loan Lender's Revolving Loan Commitment, minus (b) the aggregate
principal amount of all Revolving Loans made by such Revolving Loan Lender prior
to such time, minus (c) any portion of the such Revolving Loan Lender's
Revolving Loan Commitment terminated pursuant to Section 2.7 of this Agreement.

     "Available Term Loan Commitment" means, as to any Term Loan Lender, at any
time, an amount equal to the excess, if any, of (a) the amount of such Lender's
aggregate Term Loan Commitment, minus (b) the aggregate principal amount of all
Term Loans made by such Lender


                                       2



prior to such time, minus (c) any portion of the Term Loan Commitment of such
Lender terminated pursuant to Section 2.7 of this Agreement.

     "Backward Interest Coverage Ratio" means, as of any Calculation Date, the
Interest Coverage Ratio for the Calculation Period ending on such Calculation
Date.

     "Bankruptcy Proceeding" means (a) any voluntary or involuntary case or
proceeding under title 11 of the United States Code (11 U.S.C. 101 et seq.), as
amended from time to time and any successor statute, (b) any other voluntary or
involuntary insolvency, reorganization, bankruptcy, receivership, liquidation,
reorganization, moratorium or other similar case or proceeding, (c) any
liquidation, dissolution, or winding up of the Borrower or its Subsidiaries, or
(d) any assignment for the benefit of creditors.

     "Base Case Projections" means the initial Projections prepared by MGH prior
to the signing of this Agreement and audited by the Model Auditor.

     "Borrower" has the meaning specified in the preamble to this Agreement.

     "Borrowing" means a borrowing consisting of Term Loans or Revolving Loans
made by the applicable Lenders pursuant to this Agreement.

     "Borrowing Request" means a Term Loan Borrowing Request or a Revolving Loan
Borrowing Request.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in London or New York are authorized or required by law
to remain closed; provided that, when used in connection with a LIBOR Loan, the
term "Business Day" shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.

     "Business Plan" means a business plan for the Borrower reasonably
satisfactory to the Administrative Agent prepared by management of the Borrower
and updated annually.

     "Calculation Date" means the last day of each fiscal quarter of the
Borrower; provided, however, that with respect to any determination of the
Backward Interest Coverage Ratio required under this Agreement "Calculation
Date" shall not include any such date occurring prior to the first anniversary
of the Effective Date.

     "Calculation Period" means any period of four consecutive fiscal quarters
of the Borrower.

     "Capital Expenditure" means any investment in Property constituting capital
assets and not accounted for as an expense.

     "Capital Lease" means any lease which in accordance with GAAP is required
to be capitalized on the balance sheet of the Borrower or its Subsidiaries, and
the amount of these obligations shall be the amount so capitalized.


                                        3



     "Cash Available for Distribution" means, as of the last day of each fiscal
quarter of the Borrower, Excess Cash Flow as of such date.

     "Cash Equivalents" means:

          (a) Direct obligations of, or obligations the principal and interest
on which are unconditionally guaranteed by, the United States of America or
obligations of any agency of the United States of America to the extent such
obligations are backed by the full faith and credit of the United States of
America, in each case maturing within one year from the date of acquisition
thereof;

          (b) Certificates of deposit maturing within one year from the date of
acquisition thereof issued by a commercial bank or trust company organized under
the laws of the United States of America or a state thereof or that is a Lender;
provided that (i) such deposits are denominated in Dollars, (ii) such bank or
trust company has capital, surplus and undivided profits of not less than
$100,000,000 and (iii) such bank or trust company has certificates of deposit or
other debt obligations rated at least A-1 (or its equivalent) by Standard and
Poor's or P-1 (or its equivalent) by Moody's;

          (c) Open market commercial paper maturing within 270 days from the
date of acquisition thereof issued by a corporation organized under the laws of
the United States of America or a state thereof, provided such commercial paper
is rated at least A-1 (or its equivalent) by Standard and Poor's or P-1 (or its
equivalent) by Moody's; and

          (d) Any repurchase agreement entered into with a commercial bank or
trust company organized under the laws of the United States of America or a
state thereof or that is a Lender; provided that (i) such bank or trust company
has capital, surplus and undivided profits of not less than $100,000,000, (ii)
such bank or trust company has certificates of deposit or other debt obligations
rated at least A-1 (or its equivalent) by Standard and Poor's or P-1 (or its
equivalent) by Moody's, (iii) the repurchase obligations of such bank or trust
company under such repurchase agreement are fully secured by a perfected
security interest in a security or instrument of the type described in clause
(a), (b) or (c) above and (iv) such security or instrument so securing the
repurchase obligations has a fair market value at the time such repurchase
agreement is entered into of not less than 100% of such repurchase obligations.

     "Change in Control" means the occurrence of any of the following: (a) the
failure of MIC or another fund or funds managed or controlled by Macquarie Bank
Limited or a direct or indirect Subsidiary thereof to (i) own at least 75%,
directly or indirectly, of the Equity Securities of HGC and the Borrower, or
(ii) hold the power, directly or indirectly, to direct or cause the direction of
the management and policies of the Borrower, whether through ownership of voting
securities, by contract, management agreement, or common directors, officers or
trustees or otherwise, or (b) the failure of HGC to own 100% of the Equity
Securities of the Borrower.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or


                                       4



(c) compliance by any Lender (or, for purposes of Section 3.4(b) of this
Agreement, by any lending office of such Lender or by such Lender's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

     "Claim" has the meaning set forth in Section 11.3(c) of the Agreement.

     "Collateral" means all Property of the Loan Parties now owned or hereafter
acquired, except for those assets that, in the Administrative Agent's reasonable
opinion, have a value that is insignificant in relation to the cost of
perfection.

     "Collateral Agent" means Dresdner Bank AG London Branch, its successors and
assigns, in its capacity as collateral agent under the Security Documents.

     "Commitment" means, with respect to each Lender, the sum of such Lender's
Term Loan Commitment and such Lender's Revolving Loan Commitment.

     "Commitment Period" means, (i) with respect to the Term Loan Commitments,
the Term Loan Commitment Period; and (ii) with respect to the Revolving Loan
Commitment, the Revolving Loan Commitment Period.

     "Computer Model" means the computer model delivered to the Administrative
Agent pursuant to Section 4.1(k) of this Agreement used to produce the Base Case
Projections.

     "Consolidated EBITDA" means, for any period, the sum of: (a) consolidated
Net Income of HGC, the Borrower and its Subsidiaries for such period, (b)
consolidated Interest Expense of the Borrower, its Subsidiaries, and HGC for
such period, (c) consolidated depreciation and amortization of HGC, the Borrower
and its Subsidiaries for such period, and (d) consolidated income tax expense of
HGC, the Borrower and its Subsidiaries for such period, in each case to the
extent deducted in the determination of consolidated Net Income of HGC, the
Borrower and its Subsidiaries and in each case as determined in accordance with
GAAP.

     "Consolidated Financial Statements" means, with respect to any accounting
period for any Person, a balance sheet of such Person and its Subsidiaries as of
the end of such period, and statements of income, retained earnings,
shareholders' equity or partners' capital and cash flows of such Person and its
Subsidiaries for such period, setting forth in each case in comparative form
figures as of the last day of, and for, the corresponding period in the
preceding fiscal year, if such period is less than a full fiscal year or,
corresponding figures as of the last day of, and for, the preceding fiscal year,
all prepared in reasonable detail and on a consolidated basis in accordance with
GAAP consistently applied.

     "Consolidating Financial Statements" means, with respect to any accounting
period for any Person, a balance sheet of such Person and its Subsidiaries as of
the end of such period, and statements of income, retained earnings,
shareholders' equity or partners' capital and cash flows of such Person and its
Subsidiaries for such period, setting forth in each case in comparative form
figures as of the last day of, and for, the corresponding period in the
preceding fiscal year, if such period is less than a full fiscal year or,
corresponding figures as of the last day of, and for,


                                       5



the preceding fiscal year, all prepared in reasonable detail and on a
consolidating basis in accordance with GAAP consistently applied, reflecting
balance sheet, income statement and cash flow items for each of such Person and
its Subsidiaries and intercompany eliminations.

     "Contingent Obligation" means, with respect to any Person, any direct or
indirect obligation or liability, contingent or otherwise, of that Person (i) in
respect of any Surety Instrument issued for the account of that Person or as to
which that Person is otherwise liable for reimbursement of drawings or payments,
(ii) as a partner or joint venturer in any partnership or joint venture, (iii)
to purchase any materials, supplies or other Property from, or to obtain the
services of, another Person if the relevant contract or other related document
or obligation requires that payment for such materials, supplies or other
Property, or for such services, shall be made regardless of whether delivery of
such materials, supplies or other Property is ever made or tendered, or such
services are ever performed or tendered, or (iv) in respect to any Hedging
Agreement that is not entered into in connection with a bona fide hedging
operation that provides offsetting benefits to such Person; provided however,
that such obligations or liabilities shall be included as a "Contingent
Obligation" only to the extent such obligation or liability has been reduced to
a monetary amount, claim or judgment.

     "Contractual Obligation" of any Person means, any indenture, note, lease,
loan agreement, security, deed of trust, mortgage, security agreement, guaranty,
instrument, contract, agreement or other form of contractual obligation or
undertaking to which such Person is a party or by which such Person or any of
its Property is bound.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. The
terms "Controlling" "Controlled by" and "under common Control with" have
meanings correlative to the foregoing.

     "Control Agreement" means, with respect to any deposit account or
securities account, an agreement effective to perfect the security interest of
the Collateral Agent in such account by "control" (within the meaning of the
applicable Uniform Commercial Code), having terms and provisions satisfactory to
the Administrative Agent, among the Borrower or its Subsidiaries, the Collateral
Agent and the bank or securities intermediary at which such account is
maintained.

     "Default" means any event or occurrence, which, with the passage of time or
the giving of notice or both, would become an Event of Default.

     "Disbursement Date" means the Effective Date or any other date upon which a
disbursement of Loans is made upon the satisfaction of the applicable conditions
set forth in Article IV of this Agreement.

     "Distributions" means dividends (in cash, Property or obligations) on, or
other payments or distributions on account of, or the setting apart of money for
a sinking or other analogous fund for, or the purchase, redemption, retirement
or other acquisition of, any shares of any class of stock of the Borrower or its
Subsidiaries or of any warrants, options or other rights to acquire the same (or
to make any payments to any Person, such as "phantom stock" payments, where the


                                       6



amount is calculated with reference to the fair market or equity value of the
Borrower or its Subsidiaries).

     "Dollars" or the sign "$" means United States dollars or other lawful
currency of the United States.

     "EBITDA" means, for any period, the sum of: (a) Net Income of the Loan
Parties for such period, (b) Interest Expense of the Loan Parties for such
period, (c) depreciation and amortization of the Loan Parties for such period,
and (d) income tax expense of the Loan Parties for such period, in each case to
the extent deducted in the determination of Net Income of the Loan Parties and
in each case as determined in accordance with GAAP.

     "Effective Date" means the date on which the Term Loans are advanced to the
Borrower.

     "Eligible Assignee" means (a) a commercial bank organized under the laws of
the United States, or any State thereof; (b) a commercial bank organized under
the laws of any other country; (c) a finance company, insurance company or other
financial institution, or (d) a fund which is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of credit in
the ordinary course of its business.

     "Employee Benefit Plan" means any employee benefit plan within the meaning
of Section 3(3) of ERISA maintained or contributed to by the Borrower or its
Subsidiaries, other than a Multiemployer Plan.

     "Environmental Damages" means all claims, judgments, damages, losses,
penalties, liabilities (including strict liability), costs and expenses,
including costs of investigation, remediation, defense, settlement and
reasonable attorneys' fees and consultants' fees, that are incurred at any time
as a result of the existence of any Hazardous Materials upon, about or beneath
any real property owned by the Borrower or its Subsidiaries or migrating or
threatening to migrate to or from any such real property, or arising from any
investigation or proceeding in which the Borrower or its Subsidiaries is alleged
to be liable for the release or threatened release of Hazardous Materials or for
any violation of Environmental Laws.

     "Environmental Laws" means the Clean Air Act, 42 U.S.C. Section 7401 et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.;
the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et
seq.; the Comprehensive Environment Response, Compensation and Liability Act of
1980 (including the Superfund Amendments and Reauthorization Act of 1986,
"CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
Section 651; the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, 30 U.S.C.
Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et
seq.; and all other Governmental Rules relating to environmental, health, safety
and land use matters, including all Governmental Rules pertaining to the
reporting, licensing, permitting, transportation, storage, disposal,
investigation or remediation of emissions, discharges, releases, or threatened
releases of Hazardous Materials


                                       7



into the air, surface water, groundwater or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transportation or handling of Hazardous Materials.

     "Equity Securities" of any Person means (a) all common stock, preferred
stock, participations, shares, partnership interests, limited liability company
interests or other equity interests in and of such Person (regardless of how
designated and whether or not voting or non-voting) and (b) all warrants,
options and other rights to acquire any of the foregoing.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ERISA Affiliate" means (i) following the indirect acquisition of the
Borrower by MGH, any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b)
or (c) of the IRC or, solely for purposes of Section 302 of ERISA and Section
412 of the IRC, is treated as a single employer under Section 414 of the IRC,
and (ii) prior to the indirect acquisition of the Borrower by MGH, HGC and the
Borrower.

     "Event of Default" means any of the events specified in Section 8.1 of this
Agreement.

     "Event of Loss" means (a) any loss or destruction of, damage to or casualty
relating to all or any part of the Property of the Borrower or its Subsidiaries;
or (b) any condemnation or other taking (including by eminent domain) of all or
any part of such Property.

     "Excess Cash Flow" means, as of any Calculation Date, the sum (without
duplication) of:

     (a) Net Income of the Borrower for the fiscal quarter ending on such
Calculation Date, adjusted to include any extraordinary gains or losses; plus

     (b) depreciation, amortization and other non-cash charges or losses
deducted in determining Net Income of the Borrower for such fiscal quarter; plus

     (c) the sum of (i) the amount, if any, by which Net Working Capital
decreased during such fiscal quarter plus (ii) the net amount, if any, by which
the consolidated deferred revenues of the Borrower increased during such fiscal
quarter; minus

     (d) the sum of (i) any non-cash gains included in determining such Net
Income for such fiscal quarter plus (ii) the amount, if any, by which Net
Working Capital increased during such fiscal quarter plus (iii) the net amount,
if any, by which the deferred revenues of the Borrower decreased during such
fiscal quarter; minus

     (e) Capital Expenditures for such fiscal quarter (except to the extent
attributable to the incurrence of capital lease obligations or otherwise
financed by incurring Indebtedness); minus

     (f) the aggregate principal amount of Indebtedness repaid or prepaid by the
Borrower during such fiscal quarter, excluding repayments or prepayments of the
Indebtedness financed by incurring other Indebtedness.


                                       8



     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower under any Loan Document, (a) income, franchise or
similar taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, or by any
jurisdiction as a result of a connection between the Administrative Agent, such
Lender or such other recipient of any payment and such jurisdiction (other than
a connection resulting solely from negotiating, executing, delivering or
performing its obligations or receiving a payment under, or enforcing, this
Agreement, any Note or any other Loan Document), or any taxes attributable to a
Lender's failure to comply with Section 3.1(g) of this Agreement, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 3.6(b) of this Agreement), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender's failure to comply with Section 3.1(e)
of this Agreement, except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 3.1(a) of this Agreement.

     "Federal Funds Rate" means, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for such next succeeding Business Day, the average of the quotations
for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

     "Financial Statements" means, with respect to any accounting period for any
Person, the Consolidated Financial Statements and Consolidating Financial
Statements of such Person for such period.

     "Financing Parties" means, collectively, the Administrative Agent, the
Lenders, individually, and acting by and through the Administrative Agent, and
the Hedging Banks.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia.

     "GAAP" means generally accepted accounting principles in the United States
in effect on the date hereof.

     "Governmental Authority" means any nation, state, sovereign, or government,
any federal, regional, state, local or political subdivision and any other
entity exercising executive,


                                       9



legislative, judicial, regulatory or administrative powers or functions of or
pertaining to government.

     "Governmental Authorization" means any permit, license, registration,
approval, finding of suitability, authorization, plan, directive, order,
consent, exemption, waiver, consent order or consent decree of or from, or
notice to, action by or filing with, any Governmental Authority, including
siting and operating permits and licenses and any of the foregoing under any
applicable Environmental Law.

     "Governmental Charges" means, with respect to any Person, all levies,
assessments, fees, claims or other charges imposed by any Governmental Authority
upon such Person or any of its Property or otherwise payable by such Person.

     "Governmental Rule" means any law, rule, regulation, ordinance, order, code
interpretation, judgment, decree, directive, Governmental Authorization or any
policy, guidance or similar interpretative advice of any Governmental Authority.

     "Guarantee Obligations" means, for any Person, without duplication, any
financial obligation, contingent or otherwise, of such Person guaranteeing or
otherwise supporting any Indebtedness or other obligation for borrowed money of
any other Person in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purposes of assuring the owner of such Indebtedness of the
payment of such Indebtedness, (iii) to maintain working capital, equity capital,
available cash or other financial statement condition or the primary obligor so
as to enable the primary obligor to pay such Indebtedness, (iv) to provide
equity capital under or in respect of equity subscription arrangements to pay
such Indebtedness (to the extent that such obligation to provide equity capital
does not otherwise constitute Indebtedness), or (v) to perform, or arrange for
the performance of, any non-monetary obligations or non-funded debt payment
obligations of the primary obligor. The amount of any Guarantee Obligation shall
be deemed equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made or, if not stated or if
indeterminable, the maximum liability in respect thereof.

     "Hazardous Materials" means all pollutants, contaminants and other
materials, substances and wastes which are hazardous, toxic, caustic, harmful or
dangerous to human health or the environment, including petroleum and petroleum
products and byproducts, radioactive materials, asbestos, polychlorinated
biphenyls and all materials, substances and wastes which are classified or
regulated as "hazardous," "toxic" or similar descriptions under any
Environmental Law; provided that for purposes of this Agreement, "Hazardous
Materials" shall not include commercially reasonable amounts of such materials
used in the ordinary course of the Loan Parties' businesses in accordance with
applicable Environmental Laws.

     "Hedging Agreement" means any agreement with respect to any swap, cap,
collar, hedge, forward, future or derivative transaction or option or similar
agreement involving, or settled by


                                       10



reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic, financial or pricing risk or value or any similar transaction or
any combination of these transactions.

     "Hedging Banks" means Dresdner Bank AG, London Branch and Macquarie Bank
Limited and their respective successors and assigns, as counterparties under the
Lender Hedging Agreements contemplated in accordance with Section 4.1(c) of this
Agreement.

     "Hedging Obligations" means, collectively, the payment of (a) all scheduled
amounts payable to the Hedging Banks by the Borrower, as the fixed-rate payor,
under the Hedging Agreements (including interest accruing after the date of any
filing by the Borrower of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceeding with respect to the Borrower), net
of all scheduled amounts payable to the Borrower by such Hedging Banks as
floating-rate payor, and (b) all other indebtedness, fees, indemnities and other
amounts payable by the Borrower to the Hedging Banks under such Hedging
Agreements; provided that Hedging Obligations shall not include Hedging
Termination Obligations.

     "Hedging Termination Obligations" means the aggregate amount of (i) Hedging
Obligations payable to the Hedging Banks by the Borrower, as the fixed rate
payor, upon the early unwind of all or a portion of the Hedging Agreements, net
of all amounts payable to the Borrower by such Hedging Banks, as floating-rate
payor thereunder, plus (ii) any penalty payments or other payments in the form
of unwind fees payable in connection with an early unwind.

     "Hedging Transaction" means any interest rate protection agreement,
interest rate swap transaction, interest rate "cap" or "collar" transaction,
interest rate future, interest rate option or hedging transaction.

     "HGC" means HGC Holdings, LLC, a Hawaii limited liability company.

     "HGC Administrative Agent" means the "Administrative Agent" as defined in
the HGC Loan Agreement.

     "HGC Financing" means the borrowing by HGC under the HGC Loan Agreement of
such amount as shall be necessary to consummate the Acquisition.

     "HGC Hedging Arrangements" means "Hedging Arrangements" as defined in the
HGC Loan Agreement.

     "HGC Hedging Banks" means the "Hedging Banks" as defined in the HGC Loan
Agreement.

     "HGC Lenders" means the "Lenders" as defined in the HGC Loan Agreement.

     "HGC Loan Agreement" means the loan agreement dated as of the date hereof
among HGC, as borrower; MGH; the several banks and other financial institutions
from time to time


                                       11



parties thereto, as lenders; and Dresdner Bank AG, London Branch, as
administrative agent for such lenders.

     "HGC Loan Documents" means HGC Loan Agreement and the other "Loan
Documents" as defined therein.

     "HGC Loans" means the "Loans" as defined in the HGC Loan Agreement.

     "HGC Parent" means K-1 HGC Investment, L.L.C., a Delaware limited liability
company.

     "HGC Pledge Agreement" means a pledge agreement by HGC in favor of the
Collateral Agent, creating a security interest in 100% of the membership
interests in the Borrower, in form and substance satisfactory to the
Administrative Agent.

     "HPUC" means the Public Utilities Commission of the State of Hawaii.

     "Indebtedness" of any Person means (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person to pay the deferred purchase price of property or services, (iv) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (v)
all Capital Leases of such Person, (vi) all obligations, contingent or
otherwise, of such Person under acceptances issued or created for the account of
such Person, (vii) all unconditional obligations of such Person to purchase,
redeem, retire, defease or otherwise acquire for value any capital stock or
other equity interests of such Person or any warrants, rights or options to
acquire such capital stock or other equity interests, (viii) all Hedging
Obligations, (ix) all obligations of such Person, other than trade payables
incurred in the ordinary course of business, upon which interest charges are
customarily paid, (x) the undrawn face amount of, and unpaid reimbursement
obligations in respect of, all letters of credit issued for the account of such
Person, (xi) all Guarantee Obligations of such Person in respect of obligations
of other Persons of the types referred to in clauses (i) through (x) above, and
all other Contingent Obligations of such Person; and (xii) all Indebtedness of
the type referred to in clauses (i) through (xi) above secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including accounts and contracts rights)
owned by such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitee" has the meaning specified in Section 11.3(b) of this
Agreement.

     "Intercreditor Agreement" means an intercreditor agreement among the
Administrative Agent, the HGC Administrative Agent, the Collateral Agent, HGC,
and the Borrower in form and substance satisfactory to the Administrative Agent.


                                       12



     "Interest Coverage Ratio" means, for any Calculation Period, the ratio of
(a) EBITDA for such Calculation Period, less any increase in Net Working Capital
during such Calculation Period, plus in any decrease in Net Working Capital
during such Calculation Period, less any taxes actually paid by the Loan Parties
during such Calculation Period, less Maintenance Capital Expenditures for such
Calculation Period, to (b) Interest Expense of the Loan Parties for such
Calculation Period.

     "Interest Expense" means, as to any Person, for any fiscal period of such
Person, all interest, fees, charges and related expenses payable during such
period to any other Person in connection with Indebtedness or the deferred
purchase price of assets that is treated as interest in accordance with GAAP,
including, without limitation, the portion of rent actually paid during such
period under Capital Leases that should be treated as interest in accordance
with GAAP, and the net amounts payable (or minus the net amounts receivable)
under Hedging Agreements accrued during such period (whether or not actually
paid or received during such period).

     "Interest Payment Date" means, with respect to any Loan, the last day of
each Interest Period applicable to such Loan; provided that with respect to
Loans with a six-month Interest Period, the date that falls three months after
the beginning of such Interest Period shall also be an Interest Payment Date.

     "Interest Period" means, with respect to each Loan, (a) initially the
period commencing on the date of the Borrowing of such Loan and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or such other period of less than three months if such
period ends on a date which coincides with an Interest Payment Date for Loans
previously outstanding) and (b) thereafter, each period commencing on the last
day of the preceding Interest Period and ending the numerically corresponding
day in the calendar month that is one, two, three or six months thereafter, in
each case as selected by the Borrower or otherwise determined in accordance with
Section 2.4 of this Agreement; provided that:

          (a) any Interest Period that would otherwise end on a day that is not
a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Business Day; and

          (b) any Interest Period which begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period.

     "Investment" of any Person means any loan or advance of funds by such
Person to any other Person (other than advances to employees of such Person for
moving, travel expenses, and other business expenses drawing accounts and
similar expenditures in the ordinary course of business consistent with past
practice), any purchase or other acquisition by such Person of any Equity
Securities or Indebtedness of any other Person, any capital contribution by such
Person to or any other investment by such Person in any other Person; provided,
however, that Investments shall not include (a) accounts receivable or other
indebtedness owed by customers of such Person


                                       13



which are current assets and arose from sales of inventory in the ordinary
course of such Person's business consistent with past practice, or (b) prepaid
expenses of such Person incurred and prepaid in the ordinary course of business
consistent with past practice.

     "IRC" means the Internal Revenue Code of 1986.

     "Joint Venture" means a joint venture, limited liability company,
corporation, partnership, other entity or other legal arrangement (whether
created pursuant to a contract or conducted through a separate legal entity)
formed by the Borrower and one or more other Persons who are not Loan Parties.

     "Lead Arranger" means Dresdner Kleinwort Wasserstein Limited, in its
capacity as the lead arranger.

     "Legal Requirement" means, as to any Person (a) the articles or certificate
of incorporation or articles of organization and by-laws, partnership agreement,
operating agreement or other organizational or governing documents of such
Person, (b) any Governmental Rule applicable to such Person, (c) any
Governmental Authorization granted by any Governmental Authority to or for the
benefit of such Person or (d) any judgment, decision or determination of any
Governmental Authority or arbitrator, in each case applicable to or binding upon
such Person or any of its Property or to which such Person or any of its
Property is subject.

     "Lender Hedging Agreement" means any Hedging Agreement entered into, or to
be entered into, by the Borrower and a Hedging Bank in form and substance
satisfactory to the Administrative Agent and the Borrower, for a Hedging
Transaction in accordance with Section 4.1(c) of this Agreement. So long as the
terms thereof are in compliance with this Agreement, each Lender Hedging
Agreement shall be a Loan Document and shall be secured by the Liens created by
the Security Documents.

     "Lenders" has the meaning set forth in the preamble of this Agreement.

     "LIBOR" means, for any Interest Period with respect to a Loan:

          (a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate Screen that displays an average British Bankers Association Interest
Settlement Rate (such page currently being page number 3750) for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period;
or

          (b) in the event the rate referenced in the preceding subsection (a)
does not appear on such page or service or such page or service shall cease to
be available, the rate per annum (carried out to the fifth decimal place) equal
to the rate determined by Administrative Agent (after consultation with the
Borrower and the Lenders) to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest Settlement
Rate for deposits in Dollars (for delivery on the first day of such Interest
Period) with a term


                                       14



equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period;
or

          (c) in the event the rates referenced in the preceding subsections (a)
and (b) are not available, the rate per annum determined by the Administrative
Agent as the rate of interest at which dollar deposits (for delivery on the
first day of such Interest Period) in same day funds in the approximate amount
of the applicable Loan and with a term equivalent to such Interest Period would
be offered by its London Branch to major banks in the offshore dollar market at
their request at approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period.

     "LIBOR Loan" means any Loan with respect to which the applicable rate of
interest is based upon LIBOR.

     "Lien" means any mortgage, pledge, hypothecation, assignment, mandatory
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement of any kind or nature whatsoever,
including, without limitation, any sale-leaseback arrangement, any conditional
sale or other title retention agreement, any financing lease having
substantially the same effect as any of the foregoing, and the filing of any
financing statement or similar instrument under the Uniform Commercial Code or
comparable Legal Requirement.

     "Loan" means any of the Loans.

     "Loan Documents" means this Agreement, any Notes, the Intercreditor
Agreement, the Security Documents, the Lender Hedging Agreements, each fee
agreement referred to in Section 2.9 of this Agreement, all other documents,
instruments and agreements entered into with the Administrative Agent or any
Lender pursuant to Section 4.1 of this Agreement, and all other documents,
instruments and agreements entered into by any Loan Party with the
Administrative Agent or any Lender in connection with this Agreement or any
other Loan Document on or after the Effective Date.

     "Loan Parties" means, collectively the Borrower and each Subsidiary of the
Borrower.

     "Loans" means, collectively, the Term Loans and the Revolving Loans.

     "Lock-up Event" means the failure of either the Backward Interest Coverage
Ratio or the Projected Interest Coverage Ratio as of any Calculation Date to be
greater than 3.50:1.00.

     "Lock-Up Period" means, with respect to each Lock-up Event, the period
commencing as of the Calculation Date as of which such Lock-up Event has
occurred and continuing until no Lock-up Event has occurred for two (2)
consecutive Calculation Dates thereafter.

     "Maintenance Capital Expenditures" means, with respect to any fiscal
period, Capital Expenditures made during such period by the Borrower or its
Subsidiaries to repair, replace or maintain Property in the ordinary course of
business.


                                       15



     "Margin Stock" has the meaning given to that term in Regulation U issued by
the Federal Reserve Board.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, condition (financial or otherwise), liabilities or
prospects of the Loan Parties; (b) the ability of any Loan Party to pay or
perform any of their respective obligations under any of the Loan Documents; (c)
the rights and remedies of the Administrative Agent or any Lender under this
Agreement, the other Loan Documents or any related document, instrument or
agreement; (d) the perfection or priority of the security interests granted in
the Collateral in favor of the Collateral Agent, or, or (e) the validity or
enforceability of any of the Loan Documents; provided, however, that a material
adverse effect on the business, assets, operations, condition (financial or
otherwise), liabilities or prospects of the Borrower on or prior to the
Effective Date shall not constitute a "Material Adverse Effect" if the Projected
Leverage Ratio as of the Effective Date, as reflected in the Base Case
Projections delivered pursuant to Section 4.1(k) of this Agreement, is less than
6.60:1.00.

     "Material Documents" means, collectively, (i) the Acquisition Documents;
(ii) the certificate of incorporation, articles of incorporation, bylaws,
certificate of limited partnership, articles of organization, operating
agreement or comparable document of the Borrower or its Subsidiaries; and (iii)
contracts, other than employment contracts for the Borrower's key personnel,
which provide for annual payments by the Borrower or its Subsidiaries after the
date of this Agreement of more than $500,000 or which have an aggregate
expenditure obligation by the Borrower or its Subsidiaries of more than
$1,000,000 or are reasonably expected to involve expenditures of greater than
such amount.

     "Material Governmental Authorization" means any Governmental Authorization
of the HPUC that authorizes the Borrower or its Subsidiaries to conduct its
business or any Governmental Authorization the termination or withdrawal of
which could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

     "Material Loss" means any Event of Loss, the repair, restoration or
replacement of which is reasonably estimated by the Borrower to cost more than
$5,000,000.

     "Maturity Date" means the date that is seven (7) years after the Effective
Date; provided that if such date is a day other than a Business Day, the
Maturity Date shall be the next succeeding Business Day unless such next
succeeding Business Day falls in the next calendar month, in which case the
Maturity Date shall be the next preceding Business Day.

     "MGH" has the meaning specified in the preamble to this Agreement.

     "MIC" means Macquarie Infrastructure Company, Inc., a Delaware corporation.

     "Model Auditor" means Ernst & Young or other firm of independent certified
public accountants acceptable to the Administrative Agent.

     "Moody's" means Moody's Investor Service, Inc. and any successor thereto
which is a nationally recognized rating agency.


                                       16



     "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA and subject to Title IV of ERISA to which the Borrower, its
Subsdiaries, or ERISA Affiliate contributes or has an obligation to contribute.

     "Net Asset Disposition Proceeds" means, with respect to any sale of any
Property by the Borrower or its Subsidiaries, other than any sale permitted by
Section 7.3 of this Agreement, the aggregate consideration received by the
Borrower or its Subsidiaries from such sale less the sum of (a) the actual
amount of the reasonable fees and commissions payable to Persons other than the
Borrower or its Subsidiaries, (b) the reasonable legal expenses and other costs
and expenses, including taxes payable, directly related to such sale that are to
be paid by the Borrower or its Subsidiaries, and (c) any portion of such
consideration that is required by the HPUC to be paid by the Borrower to its
customers (whether as a cash payment or a reduction of billing rates charged by
the Borrower to its customers that is directly attributable to such sale).

     "Net Condemnation Proceeds" means an amount equal to: (a) any cash payments
or proceeds received by the Borrower or its Subsidiaries as a result of any
condemnation or other taking or temporary or permanent requisition of any
Property, any interest therein or right appurtenant thereto, or any change of
grade affecting any Property, as the result of the exercise of any right of
condemnation or eminent domain by a Governmental Authority (including a transfer
to a Governmental Authority in lieu or anticipation of a condemnation), minus
(b) (i) any actual and reasonable costs incurred by the Borrower or its
Subsidiaries in connection with any such condemnation or taking (including
reasonable fees and expenses of counsel), and (ii) provisions for all taxes
payable as a result of such condemnation.

     "Net Debt Proceeds" means, with respect to any issuance or incurrence of
any Indebtedness by the Borrower or its Subsidiaries, the aggregate
consideration actually received by such Person from such sale or issuance less
the sum of (a) the actual amount of the reasonable fees and commissions payable
to Persons other than such Person or any Affiliate of such Person and (b) the
reasonable legal expenses and other reasonable costs and expenses directly
related to such issuance or incurrence that are to be paid by such Person.

     "Net Equity Proceeds" means, with respect to any issuance of Equity
Securities by the Borrower or its Subsidiaries, the aggregate consideration
actually received by such Person from such issuance less the sum of (a) the
actual amount of the reasonable fees and commissions payable to Persons other
than such Person or any Affiliate of such Person and (b) the reasonable legal
expenses and other reasonable costs and expenses directly related to such
issuance that are to be paid by such Person.

     "Net Income" means, as to any Person, for any fiscal period of such Person,
the net income of such Person in accordance with GAAP consistently applied but
excluding from the calculation thereof any gains or losses from the sale or
other disposition of any capital assets and all other extraordinary or non-cash
items.

     "Net Insurance Proceeds" means an amount equal to: (a) any cash payments or
proceeds received by the Borrower or its Subsidiaries under any casualty
insurance policy in respect of a covered loss thereunder with respect to any
Property, minus (b) (i) any actual costs incurred by


                                       17



the Borrower or its Subsidiaries in connection with the adjustment or settlement
of any claims of the Borrower or its Subsidiaries in respect thereof (including
reasonable fees and expenses of counsel), and (ii) provisions for all taxes
payable as a result of such event.

     "Net Working Capital" means, at any date, (a) the sum of the consolidated
current assets and non-current deferred income tax assets of the Borrower and
its Subsidiaries as of such date (excluding cash and Permitted Investments)
minus (b) the sum of the consolidated current liabilities and non-current
deferred income tax liabilities of the Borrower and its Subsidiaries as of such
date (excluding current liabilities in respect of Indebtedness), determined in
accordance with GAAP. Net Working Capital at any date may be a positive or
negative number. Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

     "Note" means a promissory note issued by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit C to
this Agreement.

     "Obligations" means all obligations, liabilities and indebtedness of every
nature of any Loan Party from time to time owing to any Secured Party under any
Loan Document including, without limitation, (i) all principal, interest, and
fees, (ii) any amounts (including, without limitation, insurance premiums,
licensing fees, recording and filing fees, and Taxes) the Secured Parties expend
on behalf of the Borrower or its Subsidiaries because the Borrower or its
Subsidiaries fail to make any such payment when required under the terms of any
Transaction Document, and (iii) all amounts required to be paid under any
indemnification, cost reimbursement or similar provision.

     "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under this Agreement or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement.

     "Outstanding Exposure" means, at any time, the sum of (a) the aggregate
then outstanding principal amount of the Loans and (b) following any termination
of the Lender Hedging Agreements upon the acceleration of the Loans in
accordance with Section 7.2(a) of this Agreement or the commencement of any
Bankruptcy Proceeding by or against the Borrower or its Subsidiaries, (i) any
Hedging Termination Obligations then due to the Hedging Banks or (ii) as to any
Hedging Bank that is prevented from terminating a Lender Hedging Agreement by
the automatic stay or any other stay in any Bankruptcy Proceeding by or against
the Borrower or its Subsidiaries, the amount of any Hedging Termination
Obligations that would have been then due to such Hedging Bank if such Lender
Hedging Agreement had been terminated as of the commencement of such Bankruptcy
Proceeding.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permitted Indebtedness" has the meaning given to that term in Section 7.1
of this Agreement.


                                       18



     "Permitted Investments" means (i) marketable direct obligations of the
United States of America; (ii) marketable obligations directly and fully
guaranteed as to interest and principal by the United States of America; (iii)
demand deposits with the Collateral Agent, and time deposits, certificates of
deposit and banker's acceptances issued by (x) the Collateral Agent, so long as
its long-term debt securities are rated "A" or better by S&P and "A2" or better
by Moody's, or (y) any member bank of the Federal Reserve System which is
organized under the laws of the United States of America or any political
subdivision thereof or under the laws of Canada, Switzerland or any country
which is a member of the European Union as of the date hereof (other than
Greece, Portugal, Cyprus, the Czech Republic, Estonia, Hungary, Latvia,
Lithuania, Malta, Poland, Slovakia and Slovenia) having a combined capital and
surplus of at least $500 million and having long-term unsecured debt securities
rated "A" or better by S&P and "A2" or better by Moody's; (iv) commercial paper
or tax-exempt obligations given the highest rating by S&P and Moody's; and (v)
obligations of any bank meeting the requirements of clause (iii) above, in
respect of the repurchase of obligations of the type as described in clauses (i)
and (ii) above, provided, that such repurchase obligations shall be fully
secured by obligations of the type described in said clauses (i) and (ii) above,
and the possession of such obligations shall be transferred to, and segregated
from other obligations owned by such bank. With respect to any rating
requirement set forth above, if the relevant issuer is rated by either S&P or
Moody's, but not both, then only the rating of such rating agency shall be
utilized for the purpose of this definition.

     "Permitted Liens" has the meaning given to that term in Section 7.2 of this
Agreement.

     "Person" means any individual, corporation, cooperative, partnership, joint
venture, association, joint-stock company, limited liability company, other
entity, trust, unincorporated organization or Governmental Authority or other
entity of whatever nature.

     "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the IRC
or Section 302 of ERISA, and in respect of which the Borrower, its Subsidiaries,
or any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

     "Proceeds" means "proceeds" as such term is defined in the UCC or under
other relevant law and, in any event, shall include, but shall not be limited
to, (i) any and all proceeds of, or amounts (in whatsoever form, whether cash,
securities, property or other assets) received under or with respect to, any
insurance, indemnity, warranty or guaranty payable to the Borrower or its
Subsidiaries from time to time, and claims for insurance, indemnity, warranty or
guaranty effected or held for the benefit of the Borrower or its Subsidiaries,
in each case with respect to any of the Collateral, (ii) any and all payments
(in any form whatsoever, whether cash, securities, property or other assets)
made or due and payable to the Borrower or its Subsidiaries from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral by any Governmental Authority
(or any person acting under color of Governmental Authority), and (iii) any and
all other amounts (in any form whatsoever, whether cash, securities, property or
other assets) from time to time paid or payable under or in


                                       19



connection with any of the Collateral (whether or not in connection with the
sale, lease or other disposition of the Collateral).

     "Projected Interest Coverage Ratio" means, as of any Calculation Date, the
projected Interest Coverage Ratio for the Calculation Period commencing on such
Calculation Date determined on the basis of the Base Case Projections or, if
Projections have been delivered to the Lenders pursuant to Section 6.2(b) of
this Agreement, the Projections most recently delivered to the Lenders pursuant
to Section 6.2(b) of this Agreement.

     "Projected Leverage Ratio" means the ratio of (a) Total Funded Debt as of
the Effective Date (after giving effect to the Loans disbursed to the Borrower
and the HGC Loans disbursed to HGC on such date) to (b) Consolidated EBITDA for
the Calculation Period commencing on the Calculation Date immediately following
the Effective Date, determined on the basis of the Base Case Projections.

     "Projections" means projections substantially similar in form to the Base
Case Projections and covering a period through the end of the fiscal year of the
Borrower in which the Maturity Date will occur, reflecting adjustments to the
Projections last delivered to the Lenders pursuant to Section 6.2(b) of this
Agreement necessary in the reasonable judgment of management of the Borrower to
reflect anticipated revenues and expenses based on then current market
conditions.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Pro Rata Share" means, with respect to each Lender, at any time, a
fraction (expressed as a percentage), the numerator of which is the amount of
the aggregate Commitment (or, as applicable, the Term Loan Commitment or
Revolving Loan Commitment) of such Lender at such time, and the denominator of
which is the amount of the aggregate Commitments (or, as applicable, the Term
Loan Commitments or Revolving Loan Commitments of all Lenders (or, as
applicable, Term Loan Lenders or Revolving Loan Lenders) at such time. The
initial Pro Rata Share of each Lender as to its Commitment is set forth opposite
the name of such Lender on Schedule 2.1 to this Agreement or in the Assignment
and Assumption pursuant to which such Lender becomes a party to this Agreement,
as applicable.

     "Regulated Assets" means all Property of the Borrower or its Subsidiaries,
the cost or value of which is included in the determination by the HPUC of the
rates that the Borrower or its Subsidiaries shall be entitled to charge its
customers for distribution and supply of natural gas.

     "Regulatory Event" means (a) any termination, revocation, withdrawal,
suspension, or any non-renewal of any of any Material Governmental Authorization
or (ii) any breach by the Borrower or its Subsidiaries of the terms of any
Governmental Authorization that could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.

     "Reportable Event" has the meaning given to that term in Section 4043(c) of
ERISA and applicable regulations thereunder other than an event as to which the
reporting requirements


                                       20



have by regulation been waived; provided that failure to meet the minimum
funding standards of Section 412 of the Code or Section 302 of ERISA shall be a
Reportable Event.

     "Required Lenders" means, at any time, (a) Lenders (and, to the extent
applicable, Hedging Banks) holding 66 2/3% or more of the aggregate then
Outstanding Exposure or (b) if there are no Loans outstanding, Lenders holding
66 2/3% or more of the aggregate Commitments.

     "Responsible Officer" means, (i) when used with respect to the Borrower or
its Subsidiaries, the chief executive officer, president or chief financial
officer of the Borrower or its Subsidiaries; and (ii) when used with respect to
the Collateral Agent, any officer within the corporate trust department of the
Collateral Agent, including any vice president, assistant vice president,
treasurer, assistant treasurer, trust officer or any other officer of the
Collateral Agent who customarily performs functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject. Any document or certificate hereunder
that is signed by a Responsible Officer shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of the Borrower, its Subsidiaries, or other applicable Person.

     "Revolving Loan" has the meaning specified in Section 2.2(a) of this
Agreement.

     "Revolving Loan Borrowing" means a borrowing consisting of simultaneous
Revolving Loans made by the Revolving Loan Lenders pursuant to this Agreement.

     "Revolving Loan Borrowing Request" means a request by the Borrower for a
Revolving Loan Borrowing in accordance with Section 2.2 of this Agreement.

     "Revolving Loan Commitment" means the commitment of each Revolving Loan
Lender to make Revolving Loans to the Borrower pursuant to Section 2.2 of this
Agreement, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite the Revolving Loan Lender's name on
Schedule 2.1 attached to this Agreement under the heading "Revolving Loan
Commitment" or in the Assignment and Assumption pursuant to which such Revolving
Loan Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

     "Revolving Loan Commitment Period" means, with respect to the Revolving
Loan Commitment, the period from and including the Effective Date to the earlier
to occur of (a) the Revolving Loan Commitment Termination Date and (b) the date
of termination of the aggregate Revolving Loan Commitments.

     "Revolving Loan Commitment Termination Date" means the earliest of (i) any
date on which the Acquisition Agreement is terminated, (ii) October 31, 2006 if
the Effective Date does not occur prior to such date and (iii) if the Effective
Date occurs, the date that is over one (1) month prior to the Maturity Date;
provided that if such date is a day other than a Business Day, the Revolving
Loan Commitment Termination Date shall be the next succeeding Business Day
unless such next succeeding Business Day falls in the next calendar month, in
which case the Revolving Loan Commitment Termination Date shall be the next
preceding Business Day.


                                       21


     "Revolving Loan Lenders" means, (a) on the date hereof, the holders of
Revolving Loan Commitments as set forth on Schedule 2.1 attached to this
Agreement, and (b) thereafter, the Lenders from time to time holding Revolving
Loan Commitments after giving effect to any assignments permitted by Section
10.4 of this Agreement.

     "Secured Parties" means collectively, the Collateral Agent, the
Administrative Agent, the Lenders and the Hedging Banks.

     "Security Agreement" means a security agreement between the Borrower and
the Collateral Agent creating a security interest in the Property of the
Borrower in favor of the Collateral for the benefit of the Secured Parties.

     "Security Documents" means the Security Agreement, the HGC Pledge
Agreements, each mortgage or deed of trust made by the Borrower on or prior to
the Effective Date and securing the Obligations, any Additional Security
Document, each Control Agreement, and all other instruments, agreements,
certificates, opinions and documents (including Uniform Commercial Code
financing statements and fixture filings and landlord waivers) delivered to the
Collateral Agent or any Lender in connection with any Collateral or to secure
the Obligations.

     "Seller" means k1 Ventures Limited, a company formed under the laws of
Singapore.

     "Solvent" means, with respect to any Person on any date, that on such date
(a) the fair value of the Property of such Person is greater than the fair value
of the liabilities (including contingent, subordinated, matured and unliquidated
liabilities) of such Person, (b) the present fair saleable value of the assets
of such Person is greater than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature and (d) such Person is not engaged in or about to engage in
business or transactions for which such Person's Property would constitute an
unreasonably small capital. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

     "Special Reserve Account" means the segregated account established and
maintained by the Collateral Agent pursuant to the Security Agreement and
Section 7.6(b) hereof.

     "S&P" or "Standard & Poor's" means Standard & Poor's Rating Service, a
division of The McGraw-Hill Companies, Inc. or any successor thereto.

     "Subsidiary" of any Person means (a) any corporation of which the required
percentage of the issued and outstanding Equity Securities having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's other Subsidiaries, (b) any partnership, joint venture,
limited liability company or other association of which the required percentage
of the equity interest having the power to vote,


                                       22



direct or control the management of such partnership, joint venture or other
association is at the time owned and controlled by such Person, by such Person
and one or more of the other Subsidiaries or by one or more of such Person's
other Subsidiaries or (c) any other Person included in the Financial Statements
of such Person on a consolidated basis. Unless otherwise indicated in this
Agreement, "Subsidiary" means a Subsidiary of the Borrower.

     "Tax" or "Taxes" means all present or future fees, taxes (including,
without limitation, income taxes, sales taxes, use taxes, stamp taxes,
value-added taxes, excise taxes, ad valorem taxes and property taxes (personal
and real, tangible and intangible)), levies, assessments, withholdings and other
charges and impositions of any nature, plus all related interest, penalties,
fines and additions to tax, now or hereafter imposed by any federal, state,
local or foreign government or other taxing authority.

     "Term Loan" has the meaning specified in Section 2.1(a) of this Agreement.

     "Term Loan Borrowing" means a borrowing consisting of simultaneous Term
Loans made by the Term Loan Lenders pursuant to this Agreement.

     "Term Loan Borrowing Request" means a request by the Borrower for a Term
Loan Borrowing in accordance with Section 2.1 of this Agreement

     "Term Loan Commitment" means, with respect to each Term Loan Lender, the
commitment of such Term Loan Lender to make Term Loans to the Borrower pursuant
to Section 2.1 of this Agreement, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Term Loan
Lender's name on Schedule 2.1 attached to this Agreement under the heading
"Commitment" or in the Assignment and Assumption pursuant to which such Term
Loan Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

     "Term Loan Commitment Period" means, with respect to the Term Loan
Commitments, the period from and including the date hereof to the earliest to
occur of (a) the Term Loan Commitment Termination Date, (b) the date on which
the Available Term Loan Commitments are reduced to zero, and (c) any date of
termination of the aggregate Term Loan Commitments.

     "Term Loan Commitment Termination Date" means the earliest of (i) the
Effective Date (immediately after the Term Loan Borrowing), (ii) any date on
which the Acquisition Agreement is terminated and (iii) October 31, 2006 if the
Effective Date does not occur prior to such date.

     "Term Loan Lenders" means (a) on the date hereof, the holders of Term Loan
Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b)
thereafter, the Lenders from time to time holding Term Loan Commitments after
giving effect to any assignments permitted by Section 10.4 of this Agreement.

     "TGC Facility Share" means, as of any date of determination, a fraction
equal to (i) the aggregate Term Loans and Revolving Loans outstanding as of such
date as a numerator and (ii) the aggregate Term Loans, Revolving Loans and HGC
Loans outstanding as of such date as a denominator.


                                       23



     "Total Funded Debt" means, as of any date of determination, total
consolidated Indebtedness other than Contingent Obligations of HGC, the Borrower
and its Subsidiaries determined on a consolidated basis.

     "Total Revolving Loan Commitment" means, at any time, $20,000,000, or, if
such amount is reduced pursuant to Section 2.7 of this Agreement, the amount to
which it is reduced and in effect at such time.

     "Uniform Commercial Code" or "UCC" means the New York Uniform Commercial
Code, as in effect from time to time.

     "Unregulated Assets" means all Property of the Borrower and its
Subsidiaries, the cost or value of which is excluded in the determination by the
HPUC the rates that the Borrower and its Subsidiaries shall be entitled to
charge its customers for distribution and supply of natural gas.

     Section 1.2 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, and (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement.

                                   ARTICLE II
                              THE CREDIT FACILITIES

     Section 2.1 Term Loan Facility.

     (a) Term Loan Commitments. Subject to the terms and conditions set forth
herein, each Term Loan Lender severally agrees to make a term loan (each a "Term
Loan" and collectively the "Term Loans") to the Borrower on the Effective Date
in an aggregate principal amount not to exceed the amount of such Term Loan
Lender's Term Loan Commitment. Each Term Loan shall be made as part of a Term
Loan Borrowing consisting of Term Loans made by the Term Loan Lenders ratably in
accordance with their respective Pro Rata Shares. The Term Loans shall be
available in a single Borrowing in an amount not exceeding $80,000,000 for the
purposes specified in Section 2.6(a).


                                       24



          (b) Term Loan Borrowing Procedures.

               (i) To request a Term Loan Borrowing, the Borrower shall deliver
     to the Administrative Agent an irrevocable Term Loan Borrowing Request in
     the form of Exhibit A, appropriately completed, which Borrowing Request
     specifies:

                    (A) the aggregate amount of the requested Term Loan
          Borrowing;

                    (B) the proposed date of such Term Loan Borrowing, which
          shall be a Business Day; and

                    (C) the initial Interest Period to be applicable thereto.

     The Term Loan Borrowing Request must be received by the Administrative
     Agent not later than 11:00 a.m., London time, three (3) Business Days
     before the date of the proposed Term Loan Borrowing and not earlier than
     11:00 a.m., London time, seven (7) Business Days before the date of the
     proposed Term Loan Borrowing.

               (ii) Promptly following receipt of a Term Loan Borrowing Request
     in accordance with this Section 2.1 of this Agreement, the Administrative
     Agent shall advise each Term Loan Lender of the details thereof and of the
     amount of such Term Loan Lender's Loan to be made as part of the requested
     Term Loan Borrowing. Each Term Loan Lender shall make each Term Loan to be
     made by it hereunder on the proposed date thereof by wire transfer of
     immediately available funds by 5:00 p.m., New York time, to the account of
     the Administrative Agent most recently designated by it for such purpose by
     notice to the Term Loan Lenders. Upon satisfaction of the applicable
     conditions set forth in Article IV, the Administrative Agent will make such
     Term Loans available to the Borrower by 7:00 p.m., New York time by wire
     transfer of such funds, in accordance with instructions reasonably
     acceptable to the Administrative Agent provided by the Borrower.

               (iii) Unless the Administrative Agent shall have been notified in
     writing by any Term Loan Lender prior to the proposed date of any Term Loan
     Borrowing that such Term Loan Lender will not make available to the
     Administrative Agent such Term Loan Lender's share of such Term Loan
     Borrowing, the Administrative Agent may assume that such Term Loan Lender
     will make such amount available to the Administrative Agent on such date in
     accordance with Section 2.1(b)(ii) of this Agreement and may, in reliance
     upon such assumption, make available to the Borrower a corresponding
     amount. If a Term Loan Lender has not in fact made its share of the
     applicable Term Loan Borrowing available to the Administrative Agent, such
     Term Loan Lender shall forthwith pay to the Administrative Agent on demand
     such corresponding amount with interest thereon, for each day from and
     including the date such amount is made available to the Borrower to but
     excluding the date of payment to the Administrative Agent, at the Federal
     Funds Rate. If such Term Loan Lender does not pay such amount within three
     (3) Business Days after the date of such Term Loan


                                       25



     Borrowing, the Administrative Agent may make a demand therefor from the
     Borrower, and the Borrower shall, without limitation of the Borrower's
     rights against the defaulting Lender, pay such amount to the Administrative
     Agent, together with interest thereon from the date such amount was made
     available to the Borrower at the interest rate per annum applicable to the
     Term Loans advanced on the date of such Term Loan Borrowing. A notice of
     the Administrative Agent submitted to any Term Loan Lender or the Borrower
     with respect to any amounts owing under this paragraph shall be conclusive
     in the absence of demonstrable error.

               (iv) The failure of any Term Loan Lender to make any Term Loan
     required to be made by it shall not relieve any other Term Loan Lender of
     its obligations hereunder; provided that the Term Loan Commitments of the
     Term Loan Lenders are several and no Term Loan Lender shall be responsible
     for any other Term Loan Lender's failure to make any Term Loan as required
     herein.

     Section 2.2 Revolving Loan Facility.

          (a) Revolving Loan Commitments. Subject to the terms and conditions
set forth herein, the Revolving Loan Lenders agree to make loans (each, a
"Revolving Loan") to the Borrower from time to time during the Revolving Loan
Commitment Period in such amounts as the Borrower may request under this Section
2.2 of this Agreement; provided that the aggregate principal amount outstanding
of all Revolving Loans made by the Revolving Loan Lenders after giving effect to
all prepayments and repayments thereof shall not exceed the Total Revolving Loan
Commitment at any given time. Each Revolving Loan shall be made as part of a
Revolving Loan Borrowing consisting of Revolving Loans made by the Revolving
Loan Lenders ratably in accordance with their respective Pro Rata Shares. Within
the foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow, repay and reborrow Revolving Loans until the last day of
the Revolving Loan Commitment Period.

          (b) Revolving Loan Borrowing Procedures.

               (i) To request a Revolving Loan Borrowing, the Borrower shall
     deliver to the Administrative Agent an irrevocable Revolving Loan Borrowing
     Request in the form of Exhibit B, appropriately completed and duly signed
     by a Responsible Officer of the Borrower, which Revolving Loan Borrowing
     Request shall specify:

                    (A) the aggregate amount of the requested Revolving Loan
          Borrowing (which shall be not less than $500,000 and shall be an
          integral multiple of $10,000);

                    (B) the proposed date of such Revolving Loan Borrowing,
          which shall be a Business Day; and

                    (C) the initial Interest Period selected by the Borrower for
          such Revolving Loans in accordance with Section 2.4 of this Agreement.


                                       26



     Each Revolving Loan Borrowing Request must be received by the
     Administrative Agent not later than 11:00 a.m., London time, three (3)
     Business Days before the date of such proposed Revolving Loan Borrowing and
     not earlier than 11:00 a.m., London time, seven (7) Business Days before
     the date of such proposed Revolving Loan Borrowing.

               (ii) Promptly following receipt of a Revolving Loan Borrowing
     Request in accordance with Section 2.1 of this Agreement, the
     Administrative Agent shall advise each Revolving Loan Lender of the details
     thereof and of the amount of such Revolving Loan Lender's Loan to be made
     as part of the requested Revolving Loan Borrowing. Each Revolving Loan
     Lender shall make each Revolving Loan to be made by it hereunder on the
     proposed date thereof by wire transfer of immediately available funds by
     5:00 p.m., New York time, to the account of the Administrative Agent most
     recently designated by it for such purpose by notice to the Revolving Loan
     Lenders. Upon satisfaction of the applicable conditions set forth in
     Article IV, the Administrative Agent will make such Revolving Loans
     available to the Borrower by 7:00 p.m., New York time by wire transfer of
     such funds, in accordance with instructions reasonably acceptable to the
     Administrative Agent provided by the Borrower.

               (iii) Unless the Administrative Agent shall have been notified in
     writing by any Revolving Loan Lender prior to the proposed date of any
     Revolving Loan Borrowing that such Revolving Loan Lender will not make
     available to the Administrative Agent such Revolving Loan Lender's share of
     such Revolving Loan Borrowing, the Administrative Agent may assume that
     such Revolving Loan Lender will make such amount available to the
     Administrative Agent on such date in accordance with Section 2.1(b)(ii) of
     this Agreement and may, in reliance upon such assumption, make available to
     the Borrower a corresponding amount. If a Revolving Loan Lender has not in
     fact made its share of the applicable Revolving Loan Borrowing available to
     the Administrative Agent, such Revolving Loan Lender shall forthwith pay to
     the Administrative Agent on demand such corresponding amount with interest
     thereon, for each day from and including the date such amount is made
     available to the Borrower to but excluding the date of payment to the
     Administrative Agent, at the Federal Funds Rate. If such Revolving Loan
     Lender does not pay such amount within three (3) Business Days after the
     date of such Revolving Loan Borrowing, the Administrative Agent may make a
     demand therefor from the Borrower, and the Borrower shall, without
     limitation of the Borrower's rights against the defaulting Lender, pay such
     amount to the Administrative Agent, together with interest thereon from the
     date such amount was made available to the Borrower at the interest rate
     per annum applicable to the Revolving Loans advanced on the date of such
     Revolving Loan Borrowing. A notice of the Administrative Agent submitted to
     any Revolving Loan Lender or the Borrower with respect to any amounts owing
     under this paragraph shall be conclusive in the absence of demonstrable
     error.

               (iv) The failure of any Revolving Loan Lender to make any
     Revolving Loan required to be made by it shall not relieve any other
     Revolving Loan Lender of its obligations hereunder; provided that the
     Revolving Loan Commitments of the Revolving


                                       27



     Loan Lenders are several and no Revolving Loan Lender shall be responsible
     for any other Revolving Loan Lender's failure to make any Revolving Loan as
     required herein.

     Section 2.3 Interest.

          (a) Each Loan shall bear interest during each Interest Period at a
rate per annum equal to LIBOR for such Interest Period plus the Applicable
Margin.

          (b) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to 1% plus the interest rate otherwise applicable to such Loan
as provided in the above paragraph (a) of this Section. Accrued and unpaid
interest on past due amounts shall be due and payable on demand.

          (c) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and at such other times as may be specified
herein.

          (d) All interest under this Section 2.3 of this Agreement shall be
computed on the basis of a year of 360 days. The applicable LIBOR shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent demonstrable error.

     Section 2.4 Interest Periods.

          (a) Subject to paragraphs (b), (c), (d) and (e) below, the Borrower
shall select the initial Interest Period for each Loan in the relevant Borrowing
Request and shall select each subsequent Interest Period for such Loan in an
irrevocable notice received by the Administrative Agent not later than 11:00
a.m., London time, three (3) Business Days before the start of that Interest
Period.

          (b) The Term Loans shall at any given time be subject to a single
Interest Period. There shall not be more than ten (10) Interest Periods in
effect with respect to Revolving Loans at any given time. For the avoidance of
doubt, if a Borrowing of new Revolving Loans Borrowing occurs on the first day
of an Interest Period for any Revolving Loans previously outstanding (and
intended to remain outstanding after such new Revolving Loan Borrowing), the
Interest Periods for such Loans will be consolidated and be of the same
duration, and such Loans will be deemed to be have a single Interest Period at
any one time for purposes of the foregoing limitation.

          (c) No Interest Period shall extend beyond the Maturity Date.

          (d) If the Borrower fails to select an Interest Period for any
Borrowing, the Borrower shall be deemed to have selected an Interest Period of
one (1) month.

          (e) If an Event of Default has occurred and is continuing on the last
date of an Interest Period for any Revolving Loan, the Borrower shall be deemed
to have selected an Interest Period of one (1) month.


                                       28



          (f) Promptly following receipt of a notice from the Borrower selecting
an Interest Period, the Administrative Agent shall advise each Term Loan Lender
or Revolving Loan Lender, as applicable, of the details thereof, and if no
timely notice is provided by the Borrower, the Administrative Agent shall notify
each Term Loan Lender or Revolving Loan Lender, as applicable, of the details of
the applicable Interest Period.

     Section 2.5 Repayment of Loans.

          (a) Term Loans.

               (i) The Borrower shall repay to the Administrative Agent for the
     account of the Term Loan Lenders on the Maturity Date the aggregate
     principal amount of the Term Loans outstanding on such date.

               (ii) Principal amounts of Term Loans repaid prior to the Maturity
     Date may not be reborrowed.

          (b) Revolving Loans. The Borrower shall repay to the Administrative
Agent for the account of the Revolving Loan Lenders on the Maturity Date the
aggregate principal amount of the Revolving Loans outstanding on such date.

     Section 2.6 Use of Proceeds of Loans.

          (a) Initial Borrowing of Term Loans. The proceeds of the initial
Borrowing of Term Loans shall be used solely (i) to finance a portion of the
Purchase Price (as defined in the Acquisition Agreement), including transaction
financing costs; (ii) to pay fees payable on the date of the initial Term Loan
Borrowing to the Lead Arranger and the Administrative Agent; and (iii) to pay
other reasonable costs and expenses incurred by the Borrower in connection with
the closing of the Loans.

          (b) Revolving Loans. The proceeds of the Revolving Loans shall be used
solely to provide for the working capital of the Borrower and to finance or
re-finance Capital Expenditures for Regulated Assets.

          (c) No Monitoring Obligation. The Administrative Agent shall not be
obligated to monitor or verify the use of proceeds of the Term Loans or the
Revolving Loans.

     Section 2.7 Termination or Reduction of Commitments.

          (a) The Borrower may, upon notice to the Administrative Agent,
terminate the Commitments, or from time to time reduce the Commitments; provided
that (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. three (3) Business Days prior to the date of termination or
reduction and (ii) any such partial reduction shall be in the case of the Term
Loans, in an aggregate amount of $500,000 or any whole multiple of $50,000 in
excess thereof. The Administrative Agent will promptly notify the applicable
Lenders of any such notice of termination or reduction of any of the
Commitments. Any reduction of the Term Loan Commitments shall be made ratably
among the Term Loan Lenders in accordance with


                                       29



their respective Term Loan Commitments. Any reduction of the Revolving Loan
Commitments shall be made ratably among the Revolving Loan Lenders in accordance
with their respective Revolving Loan Commitments. All commitment fees accrued
until the effective date of any termination of the Commitments shall be paid on
the effective date of such termination.

          (b) The Term Loan Commitments shall automatically terminate on the
Term Loan Commitment Termination Date.

          (c) The Revolving Loan Commitments shall automatically terminate on
the Revolving Loan Commitment Termination Date.

          (d) Any termination or reduction of any of the Commitments shall be
permanent.

     Section 2.8 Prepayments.

          (a) Terms of All Prepayments. Each prepayment of Loans shall be
accompanied by accrued interest on the amount prepaid, any additional amounts
required pursuant to Section 3.5 of this Agreement and any Hedging Termination
Obligations payable in connection therewith.

          (b) Optional Prepayments.

               (i) The Borrower may at any time or from time to time voluntarily
     prepay Loans in whole or in part without premium or penalty on any Interest
     Payment Date (subject to Section 3.5); provided that the Borrower shall
     deliver notice to the Administrative Agent of any prepayment hereunder,
     which notice must be received by the Administrative Agent not later than
     11:00 a.m. five (5) Business Days prior to any proposed date of prepayment
     of Term Loans or Revolving Loans. Any prepayment of Loans pursuant to this
     Section 2.8(b) shall be in a principal amount of $500,000 or a whole
     multiple of $50,000 in excess thereof or, if less, the entire principal
     amount thereof then outstanding, and any prepayment of Term Loans pursuant
     to this Section 2.8(b) shall be in an amount equal to the TGC Facility
     Share (but excluding the Revolving Loans in the calculation thereof) of an
     aggregate prepayment being made concurrently under this Section 2.8(b) and
     Section 2.7(b) of the HGC Loan Agreement. Each such notice shall be
     irrevocable and shall specify (A) the date and amount of such prepayment,
     (B) whether the prepayment is of Term Loans or Revolving Loans or a
     combination thereof, and, if a combination thereof, the amount of
     prepayment allocable to each, and (C) with respect to prepayments of
     Revolving Loans, the amounts to be applied to each Revolving Loan
     outstanding.

               (ii) Promptly following receipt of any such notice of voluntary
     prepayment, the Administrative Agent shall advise the applicable Lenders of
     the contents thereof.

               (iii) Any prepayment pursuant to this Section 2.8(b) applied to
     prepay Revolving Loans may be reborrowed.


                                       30



          (c) Mandatory Prepayments.

               (i) If during any fiscal year of the Borrower, the aggregate
     cumulative amount of Net Asset Disposition Proceeds for such fiscal year
     exceeds $5,000,000, the Borrower shall, immediately after the completion of
     each sale or other disposition which results in such an excess or an
     increase in such an excess, prepay the Loans in an amount equal to the TGC
     Facility Share of the Net Asset Disposition Proceeds (less any portion of
     Net Asset Disposition Proceeds for such fiscal year theretofore applied to
     mandatory prepayment of the Loans and the HGC Loans pursuant to this
     Section 2.8(c)(i) and Section 2.7(c)(i) of the HGC Loan Agreement).
     Notwithstanding the foregoing, the Borrower shall not be required to make a
     prepayment pursuant to this clause (i) with respect to any sale (a
     "Relevant Sale") if the Borrower advises the Administrative Agent in
     writing at the time the Net Asset Disposition Proceeds from such Relevant
     Sale are received that it intends to reinvest all or any portion of such
     Net Asset Disposition Proceeds in (a) replacement assets intended for the
     same or similar use as the assets disposed and/or (b) income producing
     assets which are used in the business of the Borrower to the extent that
     (A) such Net Asset Disposition Proceeds are in fact committed to be
     reinvested by the Borrower pursuant to a purchase contract, subscription or
     similar agreement providing for the acquisition of such replacement or
     income producing assets that is executed by the Borrower and the related
     seller within 180 days from the date of such Relevant Sale and (B) the
     acquisition of such replacement or income producing assets occurs within
     180 days from the date on which such purchase contract is so executed and
     delivered. If, at any time after the occurrence of a Relevant Sale and
     prior to the acquisition of the related replacement or income producing
     assets, either of the 180 day periods provided in clause (A) or (B) of the
     preceding sentence shall elapse without execution of the related purchase
     contract, subscription or similar agreement (in the case of clause (A)) or
     the occurrence of the related acquisition (in the case of clause (B)) or an
     Event of Default shall have occurred and be continuing, then the Borrower
     shall immediately prepay the Loans in the amount and in the manner
     described in the first sentence of this clause (i).

               (ii) If, at any time any Loan Party incurs any Indebtedness
     (other than Permitted Indebtedness), the Borrower shall, immediately after
     such issuance or incurrence, prepay the outstanding Loans in an aggregate
     principal amount equal to the TGC Facility Share of the Net Debt Proceeds
     of such incurrence of Indebtedness.

               (iii) If, at any time any Loan Party issues or sells any Equity
     Securities, the Borrower shall, immediately after such issuance or sale,
     prepay the outstanding Loans in an aggregate principal amount equal to the
     TGC Facility Share of the Net Equity Proceeds of such issuance of such
     Equity Securities; provided, that no prepayment shall be required in
     respect of any of the following: (i) any capital contribution from any Loan
     Party in the form of Equity Securities or any issuance or sale of Equity
     Securities by any Subsidiary of the Borrower to the Borrower or any of the
     Borrower's Subsidiaries; (ii) the issuance by any Loan Party of Equity
     Securities in connection with the formation of Subsidiaries pursuant to
     transactions otherwise permitted pursuant to Sections 7.4 and 7.5; and
     (iii) the issuance of Equity Securities by the Borrower to HGC.


                                       31



               (iv) No later than ten (10) Business Days following the date of
     receipt by a Loan Party of any Net Insurance Proceeds or Net Condemnation
     Proceeds that, together with any other Net Insurance Proceeds or Net
     Condemnation Proceeds received by the Loan Parties during the fiscal year
     of the Borrower in which such date occurs, exceeds $10,000,000, or if
     applicable, the end of the 270-day period referred to below (or such longer
     period permitted below for the completion of any repair, restoration or
     replacement of the affected Property), the Borrower shall prepay the Loans
     in an amount equal to the TGC Facility Share of the Net Insurance Proceeds
     or Net Condemnation Proceeds, as applicable, in such fiscal year (excluding
     any amounts used to repair, restore or replace Property in accordance with
     the immediately following proviso); provided the Borrower shall not be
     obligated to make a prepayment under this clause (iv) if and to the extent
     that (i) the Borrower advises the Administrative Agent in writing at the
     time the relevant Loan Party receives such proceeds that it or another Loan
     Party intends to repair, restore or replace the assets from which such Net
     Insurance Proceeds or Net Condemnation Proceeds derived, and does so within
     270 days of receipt thereof or, if such Loan Party shall have commenced
     such repair, restoration or replacement during such 270-day period and
     thereafter proceeds with all due diligence to complete such repair,
     restoration or replacement, such longer period as is reasonably required to
     complete such repair, restoration or replacement (it being understood that
     any Net Insurance Proceeds or Net Condemnation Proceeds in excess of
     $10,000,000 retained by the Borrower but not actually expended within such
     time period to repair, restore or replace the Property from which such Net
     Insurance Proceeds or Net Condemnation Proceeds derived shall at that time
     immediately be used to prepay the Loans in accordance with the first
     sentence of this clause (iv)).

               (v) If at any time any combination of the Backward Interest
     Coverage Ratio or the Projected Interest Coverage Ratio was 3.50:1.00 or
     lower as of the prior three (3) consecutive Calculation Dates, the Borrower
     shall, within ten (10) Business Days after the Borrower has calculated the
     Backward Interest Coverage Ratio and Projected Interest Coverage Ratio as
     of the most recent such Calculation Date but in any event not later than
     ten days after the date on which the Financial Statements for the period
     then ended are required to be delivered pursuant to Section 6.1, prepay the
     Loans in an aggregate amount equal to the TGC Facility Share of the
     aggregate Excess Cash Flow as of the third-preceding Calculation Date.

               (vi) If at any time the Borrower receives an indemnification
     payment pursuant to the assignment of the Acquisition Agreement referred to
     in Section 4.1(o), the Borrower shall, within ten (10) Business Days after
     receipt of such payment, prepay the Loans in an aggregate amount equal to
     the TGC Facility Share of the net proceeds of such payment less the
     reasonable legal expenses and other costs and expenses directly related to
     such payment paid or that are to be paid by the Borrower ("Net
     Indemnification Proceeds"). Notwithstanding the foregoing, the Borrower
     shall not be required to make a prepayment pursuant to this clause (vi) if
     the Borrower advises the Administrative Agent in writing at the time the
     Net Indemnification Proceeds are received that it intends to use all or any
     portion of such Net Indemnification Proceeds to mitigate the Borrower's
     losses relating to such Net Indemnification Proceeds and/or to reinvest all
     or any portion of such


                                       32



     Net Indemnification Proceeds in income producing assets which are used in
     the business of the Borrower to the extent that (A) the Borrower promptly
     advises the Administrative Agent of its plan to mitigate the Borrower's
     losses relating to such Net Indemnification Proceeds and thereafter
     proceeds to execute such plan with due diligence and/or (B) such Net
     Indemnification Proceeds are in fact committed to be reinvested by the
     Borrower pursuant to a purchase contract, subscription or similar agreement
     providing for the acquisition of such income producing assets that is
     executed by the Borrower and the related seller within 180 days from the
     date of such Relevant Sale and the acquisition of such income producing
     assets occurs within 180 days from the date on which such agreement is so
     executed and delivered. If, at any time after the receipt of Net
     Indemnification Proceeds and prior to the use thereof to mitigate related
     losses and/or acquisition of related income producing assets, (i) the
     Borrower fails to advise the Administrative Agent of and diligently execute
     a plan to mitigate its losses as provided in clause (A), (ii) either of the
     180 day periods provided in clause (B) of the preceding sentence shall
     elapse without execution of the related purchase contract, subscription or
     similar agreement or the occurrence of the related acquisition, as
     applicable, or (iii) an Event of Default shall have occurred and be
     continuing, then the Borrower shall immediately prepay the Loans in the
     amount (net of the TGC Facility Share of amounts used or reinvested by the
     Borrower in accordance with the preceding sentence prior to the occurrence
     of such event) and in the manner described in the first sentence of this
     clause (vi).

               (vii) If any Change in Control shall occur, the Borrower shall,
     promptly and in any event no later than ten (10) Business Days following
     the occurrence of such event, prepay the outstanding Term Loans and the
     outstanding Revolving Loans in full.

               (viii) If any Regulatory Event shall occur, the Borrower shall,
     promptly and in any event no later than ten (10) Business Days following
     the occurrence of such event, prepay the outstanding Term Loans and the
     outstanding Revolving Loans in full.

               (ix) All partial prepayments of the Loans made pursuant to
     Section 2.8(c)(i) through (vi) shall be applied to prepay the outstanding
     Term Loans and, after the Term Loans have been paid in full, thereafter
     applied to prepay the outstanding Revolving Loans.

     Section 2.9 Fees.

          (a) Commitment Fees. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee equal to 35% of the
Applicable Margin per annum on the daily amount of the Available Commitment of
such Lender during the period from and including the date hereof but excluding
the last day of the Term Loan Commitment Period. The Borrower agrees to pay to
the Administrative Agent for the account of each Revolving Lender a commitment
fee equal to 35% of the Applicable Margin per annum on the daily amount of the
Available Revolving Loan Commitment of such Lender during the period from and
including the date hereof but excluding the last day of the Revolving Loan
Commitment Period. Accrued commitment fees shall be payable in arrears on the
Effective Date


                                       33



and on the last Business Day of each March, June, September and December
thereafter, commencing on the first of such dates to occur after the Effective
Date, and on the last day of the applicable Commitment Period. All commitment
fees shall be calculated on the basis of a year of 360 days and for the actual
days elapsed (including the first day but excluding the last day).

          (b) Other Fees. The Borrower agrees to pay to the Lead Arranger and
the Administrative Agent for their own respective accounts fees payable in the
amounts and at the times separately agreed upon between the Borrower and such
parties, which fees shall be deemed to be payable hereunder.

          (c) Fees Fully Earned When Paid. All fees shall be fully earned when
paid and shall not be refundable under any circumstances.

     Section 2.10 Evidence of Indebtedness; Notes. The Loans made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The accounts
or records maintained by the Administrative Agent and each Lender shall be
conclusive absent demonstrable error of the amount of the Loans made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of demonstrable error. Upon the request of
any Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note, which shall
evidence such Lender's Loans in addition to such accounts or records. Each
Lender may attach schedules to its Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.

     Section 2.11 Payments Generally.

          (a) Each payment by the Borrower hereunder (whether of principal,
interest, fees or any other amount) shall be made prior to 5:00 p.m., New York
time, on the date when due, in Dollars in immediately available funds, without
condition or deduction for any counterclaim, defense, recoupment or setoff. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the account of the Administrative Agent (account number 0000000
760000) at Dresdner Bank AG, New York Branch) or such other account as may
hereafter be designated by the Administrative Agent in writing. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly upon receipt
thereof, in like funds as received.

          (b) If any payment to be made by the Borrower under any Loan Document
becomes due and payable on a day other than a Business Day, the date for payment
shall be


                                       34



extended to the next succeeding Business Day, and such extension of time shall
be reflected in computing interest or fees.

          (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, towards payment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

     Section 2.12 Sharing of Payments. If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on its Term Loans or Revolving Loans, resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of such
Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Term Loans and Revolving Loans of the
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Term Loans and
Revolving Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than to
the Borrower or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable Legal Requirement, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower all its rights of payment (including the right of set-off)
with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.

                                  ARTICLE III
                           TAXES AND YIELD PROTECTION

     Section 3.1 Taxes.

          (a) Any and all payments by or on account of any obligation of the
Borrower hereunder or under any other Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower


                                       35



shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable Legal Requirements.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Legal
Requirements.

          (c) The Borrower shall indemnify the Administrative Agent and each
Lender, within ten (10) days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or by the
Administrative Agent on its own behalf or on behalf of a Lender shall be
conclusive absent demonstrable error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Each Foreign Lender shall deliver to the Administrative Agent,
prior to receipt of any payment subject to withholding under the IRC (or upon
accepting an assignment of an interest herein), two duly signed completed copies
of either IRS Form W-8BEN or any successor thereto (relating to such Foreign
Lender and entitling it to an exemption from, or reduction of, withholding tax
on all payments to be made to such Foreign Lender by the Borrower pursuant to
this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
payments to be made to such Foreign Lender by the Borrower pursuant to this
Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Foreign Lender is entitled to an exemption from,
or reduction of, U.S. withholding tax, including any exemption pursuant to
Section 881(c) of the IRC. Thereafter and from time to time, each such Foreign
Lender shall (A) promptly submit to the Administrative Agent such additional
duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to the Borrower and
the Administrative Agent of any available exemption from or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign
Lender by the Borrower pursuant to this Agreement, and (B) promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction.

          (f) If any Governmental Authority asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be, any tax
or other amount from


                                       36



payments made to or for the account of any Lender, such Lender shall indemnify
the Administrative Agent therefor, including all penalties and interest, any
taxes imposed by any jurisdiction on the amounts payable to the Administrative
Agent under this Section, and costs and expenses of the Administrative Agent.
The obligation of the Lenders under this Section shall survive the termination
of the Commitments, repayment of all other Obligations hereunder and the
resignation of the Administrative Agent.

          (g) If a Lender assigns a Loan to an individual Person that is a
United States resident, such individual shall provide two duly signed and
completed copies of IRS form W-9 (or any successor form thereto) to the
Administrative Agent.

     Section 3.2 Alternate Rate of Interest. If prior to the commencement of any
Interest Period, (a) the Administrative Agent determines (which determination
shall be conclusive absent demonstrable error) that adequate and reasonable
means do not exist for ascertaining LIBOR for such Interest Period or (b) the
Administrative Agent is advised by the Required Lenders that LIBOR determined or
to be determined for such Interest Period will not adequately and fairly reflect
the cost to such Lenders of making or maintaining such Loans for such Interest
Period, the Administrative Agent shall promptly give notice thereof to the
Borrower and such Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and such
Lenders that the circumstances giving rise to such notice no longer exist, the
Administrative Agent shall promptly give written notice thereof to the Borrower
and such Lenders. If such notice is given, the rate of interest on each
applicable Lender's Loans for each Interest Period thereafter will be the
average cost of funds for the Required Lenders, as reasonably determined by the
Administrative Agent, plus the Applicable Margin.

     Section 3.3 Illegality. If any Lender determines in good faith that any
Legal Requirement has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Lender or its applicable Lending Office to
make, maintain or fund LIBOR Loans, or to determine or charge interest rates
based upon LIBOR, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
LIBOR Loans shall be suspended until such Lender notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination
no longer exist. Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such LIBOR Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such LIBOR Loans; provided that if
prior to such prepayment date the affected Lender and the Borrower can agree
upon an alternative mutually acceptable basis for determining the interest rate
from time to time applicable to the Loans owing to such Lender that will avoid
such illegality, such interest rate shall take effect from the date of such
agreement and lieu of such required prepayment. Upon any such prepayment, the
Borrower shall also pay accrued interest on the amount so prepaid.


                                       37



     Section 3.4 Increased Costs.

          (a) If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
     deposit or similar requirement against assets of, deposits with or for the
     account of, or credit extended by, any Lender (including any reserve
     established by the Federal Reserve Board); or

               (ii) impose on any Lender or the London interbank market any
     other condition affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

          (b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

          (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent demonstrable error. The Borrower shall
pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof.

          (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor; and
provided, further, that if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be
extended to include the period of retroactive effect thereof.

     Section 3.5 Funding Losses. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss (excluding losses of anticipated
profit) or expense which such Lender may sustain or incur as a consequence of
(i) any failure by the Borrower (for


                                       38



a reason other than the wrongful failure of such Lender to make a Loan) to
borrow or prepay any Loan on the date or in the amount notified by the Borrower,
or (ii) any payment or prepayment of any Loan on a day other than the last day
of an Interest Period with respect thereto (whether voluntary, mandatory, by
reason of acceleration, or otherwise), including the amount (if any) determined
by the relevant Lender by which (i) the interest at the LIBOR Rate which such
Lender would have received for the period from the date of receipt of funds to
repay or prepay a Loan to the last day of the applicable Interest Period for
such Loan if the principal received had been paid on the last day of such
Interest Period exceeds (ii) the amount which such Lender would be able to
obtain by placing an amount equal to the amount received by it on deposit with a
leading bank in the appropriate interbank market for a period starting on the
Business Day following receipt and ending on the last day of the applicable
Interest Period. Any Lender demanding indemnification for any loss or expense
sustained or incurred by it pursuant to this Section 3.5 shall, at the time of
such demand, deliver to the Borrower a certificate providing a calculation of
and specifying in reasonable detail the additional amount to be paid to it for
any such loss or expense. Each determination by a Lender of the amounts owing to
it pursuant to this Section 3.5 shall be conclusive and binding in the absence
of demonstrable error.

     Section 3.6 Duty to Mitigate; Replacement of Lenders.

          (a) If the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1 of this Agreement, or if any Lender requests compensation under
Section 3.4 of this Agreement, or if the Borrower would be required to prepay
the Loans of any Lender pursuant to Section 3.3 of this Agreement, then such
Lender shall use reasonable efforts to minimize any increased cost or other
compensation payable by the Borrower, including without limitation the
designation of a different lending office for funding or booking its Loans
hereunder or assigning its rights and obligations hereunder to another of its
offices, branches or Affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.1 or 3.4 of this Agreement or avoid the prepayment under Section
3.3 of this Agreement), as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable and documented costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (b) If the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.1 of this Agreement, or if any Lender requests compensation under
Section 3.4 of this Agreement, or if the Borrower would be required to prepay
the Loans of any Lender pursuant to Section 3.3 of this Agreement, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.4 of this Agreement), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld or delayed, (ii) such
Lender shall have received


                                       39



payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from payments required to be made
pursuant to Section 3.1 of this Agreement or a claim for compensation under
Section 3.4 of this Agreement, such assignment will result in a reduction in
such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

     Section 3.7 Survival. All of the Borrower's obligations under this Article
III shall survive termination of the Commitments and the payment in full of all
Obligations.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     Section 4.1 Conditions Precedent to Initial Borrowing of Term Loans. The
obligation of each Lender to make a Term Loan on the Effective Date is subject
to the satisfaction of the following conditions precedent:

          (a) Loan Documents; HGC Loan Documents. The following documents shall
have been duly authorized, executed and delivered by the parties thereto (such
parties shall include, but not be limited to, the Loan Parties, the
Administrative Agent, the Collateral Agent and the Lenders), are in full force
and effect and originals thereof (in a number sufficient to provide an original
(in the case of (A),(B) and (C) to each Lender) shall have been delivered to the
Administrative Agent :

                    (A) this Agreement;

                    (B) a Note in favor of each Lender requesting a Note, each
          in a principal amount equal to such Lender's Commitment;

                    (C) the Intercreditor Agreement;

                    (D) the Security Documents; and

                    (E) the HCG Loan Documents.

          (b) Acquisition Documents. The Acquisition Documents shall have been
duly authorized, executed and delivered by the parties thereto and shall be in
full force and effect, and execution copies thereof (in a number sufficient to
provide a copy to each Lender) shall have been delivered to Administrative
Agent, certified to be true, correct and complete copies thereof.

          (c) Lender Hedging Agreements; HGC Hedging Agreements. The Borrower
shall have entered into Lender Hedging Agreements satisfactory to the
Administrative Agent, which agreements shall provide coverage in a notional
amount equal to at least 90% of the Loans


                                       40



projected to be outstanding and for a term ending on the third anniversary of
the Effective Date and 75% of the Loans projected to be outstanding thereafter.
HGC shall have entered into the HGC Hedging Agreements.

          (d) Organizational Documents.

               (i) The Administrative Agent shall have received from or on
     behalf of each Loan Party:

                    (A) the certificate of incorporation, articles of
          incorporation, certificate of limited partnership, articles of
          organization or comparable document of such Loan Party, certified as
          of a recent date prior to the Effective Date by the Secretary of State
          (or comparable public official) of its state of incorporation or
          formation;

                    (B) a certificate of good standing (or comparable
          certificate), certified as of a recent date prior to the Effective
          Date by the Secretary of State (or comparable public official) of its
          state of incorporation or formation stating that such Loan Party is in
          good corporate and tax standing under the laws of such states;

                    (C) a certificate of the Secretary or an Assistant Secretary
          (or comparable officer) of such Loan Party dated the Effective Date,
          certifying that (A) attached thereto is a true and correct copy of the
          bylaws, partnership agreement, limited liability company agreement or
          comparable document of such Loan Party as in effect on the Effective
          Date; (B) attached thereto are true and correct copies of resolutions
          duly adopted by the board of directors or other governing body of such
          Loan Party (or other comparable enabling action) and continuing in
          effect, which authorize the execution, delivery and performance by
          such Loan Party of the Loan Documents to be executed by such Loan
          Party and the consummation of the transactions contemplated thereby,
          the consummation of the Acquisition and consummation of the HGC
          Financing; and (C) there are no proceedings for the dissolution or
          liquidation of such Loan Party; and

                    (D) a certificate of the Secretary or an Assistant Secretary
          (or comparable officer) of such Loan Party, dated the Effective Date,
          certifying the incumbency, signatures and authority of the officers of
          such Loan Party authorized to execute, deliver and perform the Loan
          Documents to be executed by such Loan Party.

          (e) Financial Statements, Financial Condition, etc. The Borrower shall
have delivered to the Administrative Agent:

               (i) Consolidated Financial Statements and Consolidating Financial
     Statements of HGC as of last day of and for the fiscal year of HGC most
     recently ended more than 90 days prior to the Effective Date, in the case
     of such Consolidated Financial Statements, reported on by KPMG LLC or
     another recognized firm of independent


                                       41



     certified public accountants reasonably acceptable to the Administrative
     Agent (without a "going concern" or like qualification or exception and
     without any qualification or exception as to the scope of such audit) to
     the effect that such Consolidated Financial Statements present fairly in
     all material respects the financial condition, results of operations and
     cash flows of HGC and the Borrower on a consolidated basis in accordance
     with GAAP consistently applied;

               (ii) Except to the extent the Securities and Exchange Commission
     shall have waived compliance with Regulation S-X, Consolidated Financial
     Statements of HGC for the periods set forth in Section 6.21 of the
     Acquisition Agreement;

               (iii) unaudited Consolidated Financial Statements and
     Consolidating Financial Statements of HGC as of last day of and for the
     fiscal quarter most recently ended more than 45 days prior to the Effective
     Date, each of which shall be certified by the chief financial officer of
     HGC as being complete and correct and fairly presenting in all material
     respects the financial condition, results of operations and cash flows of
     HGC and the Borrower on such dates and for any interim periods then ended,
     applied on a consistent basis;

               (iv) a certificate by the chief financial officer of HGC stating
     that to his knowledge since the date of such Financial Statements, no event
     has occurred, and no condition exists, that has had, or could reasonably be
     expected to have, a Material Adverse Effect;

               (v) a certificate by the chief financial officer of HGC as to the
     financial condition and solvency of HGC and the Borrower (after giving
     effect to the Acquisition and the incurrence of Indebtedness relating
     thereto); and

               (vi) such other information regarding HGC and the Borrower and
     their business affairs and the transactions contemplated by this Agreement
     and not previously provided to the Administrative Agent as the
     Administrative Agent or any Lender may reasonably request.

          (f) Security Documents. Subject to the receipt of the Governmental
Authorizations necessary for the Borrower to provide a security interest in the
Regulated Assets, all filings and recordings necessary, in the opinion of the
Administrative Agent, to perfect the Liens contemplated to be granted to the
Collateral Agent under the Security Documents shall have been made, including a
mortgage or deed of trust made by the Borrower and securing the Obligations
against the real property owned or leased by the Borrower, and the
Administrative Agent shall have received evidence satisfactory to it that the
Security Documents are in full force and effect. The Administrative Agent and
the Collateral Agent shall have received:

               (i) Uniform Commercial Code search certificates from the
     jurisdictions in which Uniform Commercial Code financing statements are to
     be filed reflecting no other financing statements or filings which evidence
     Liens of other Persons in the Collateral which are prior to the Liens
     granted to the Collateral Agent in the


                                       42



     Security Documents, except for any such prior Liens (a) which are expressly
     permitted by this Agreement to be prior or (b) for which the Collateral
     Agent has received a termination statement;

               (ii) a Control Agreement with respect to each deposit account
     maintained by the Borrower, duly executed by the Borrower, the Collateral
     Agent and the applicable depositary bank;

               (iii) a Control Agreement with respect to each securities account
     maintained by the Borrower, duly executed by the Borrower, the Collateral
     Agent and the applicable securities intermediary;

               (iv) such other documents, instruments and agreements as the
     Collateral Agent may reasonably request to create and perfect the Liens
     granted to the Collateral Agent under the Security Documents; and

               (v) such other evidence as the Collateral Agent may reasonably
     request to establish that the Liens granted to the Collateral Agent under
     the Security Documents are perfected and prior to the Liens of other
     Persons in the Collateral, except for any such Liens which are expressly
     permitted by this Agreement to be prior.

          (g) Opinions of Counsel. The Administrative Agent shall have received
favorable written opinion letters, addressed to the Administrative Agent, the
Collateral Agent and each Lender and dated the date of the Effective Date, of:

               (i) LeBoeuf, Lamb, Greene & MacRae LLP, counsel to MGH, HGC and
     the Borrower;

               (ii) special Hawaii counsel to the Borrower and certain of the
     Loan Parties; and

               (iii) Orrick, Herrington & Sutcliffe LLP, counsel to the
     Administrative Agent.

Each such opinion letter shall be in customary form and substance satisfactory
to the Administrative Agent and address such matters as the Administrative Agent
may reasonably request.

          (h) Insurance. All insurance required to be maintained by the Borrower
under Section 6.5 of this Agreement and shall be in full force and effect, all
premiums then due and payable in connection therewith shall have been paid, and
such insurance shall otherwise conform to the requirements for such insurance
under Section 6.5 of this Agreement, and the Administrative Agent shall have
received a certificate or certificates of an independent insurance broker or
carrier reasonably satisfactory to the Administrative Agent in confirmation
thereof.

          (i) Governmental Authorizations. All material Governmental
Authorizations necessary for the execution, delivery and performance of the Loan
Documents and the HGC


                                       43



Loan Documents and for the consummation of the Acquisition upon the terms
contemplated by the Acquisition Agreement shall have been obtained and shall be
in full force and effect. Such Governmental Authorizations shall not contain any
material conditions that, in the opinion of the Administrative Agent, are not
capable of being satisfied by the Borrower on or prior to the time required. The
Administrative Agent shall have received copies of all such material
Governmental Authorizations and all material Governmental Authorizations
necessary in order for the Borrower to conduct its business. There shall not be
any default under any such Governmental Authorization that could reasonably be
expected to have a Material Adverse Effect.

          (j) Equity Contribution to MGH; Consummation of Acquisition; HGC
Financing; Payment of Indebtedness; Release of Liens; Fees, etc. Each of the
following shall have occurred and the Administrative Agent shall have received
evidence thereof satisfactory to it: (i) MIC or one of its Affiliates shall have
contributed to MGH as equity cash in the amount not less than thirty-eight
percent (38%) of the Purchase Price (as defined in the Acquisition Agreement);
(ii) the Purchase Price (as defined in the Acquisition Agreement) shall have
been paid in full, other than any adjustment thereto in accordance with the
Acquisition Agreement that is not yet due and payable, and the Acquisition shall
have been consummated upon the terms set forth in the Acquisition Documents,
without any waiver by MGH of any material condition to its obligation to
consummate the Acquisition, and consistent with assumptions made in the
preparation of the Business Plan and the Base Case Projections; (iii) the HGC
Financing shall have been consummated in accordance with the terms of the HGC
Loan Documents; (iv) all Indebtedness of HGC and the Borrower (other than
Permitted Indebtedness) outstanding immediately prior to consummation of the
Acquisition shall have been repaid in full; (v) all Liens (other than Permitted
Liens) upon any Property of HGC and the Borrower shall have been terminated or
released; and (vi) HGC and the Borrower shall have paid all fees, costs and
other expenses and all other amounts then due and payable pursuant to this
Agreement and the other Loan Documents.

          (k) Base Case Projections. The Administrative Agent shall have
received the Base Case Projections, updated as of a date reasonably satisfactory
to the Administrative Agent, including therein projections of revenues,
operating expenses, cash flows, and other related items, which shall show a
Projected Interest Coverage Ratio as of each Calculation Date occurring on or
after the Effective Date and on or prior to December 31, 2013 greater than 3.50
to 1.00 and a Projected Leverage Ratio of less than 6.60:1.00, together with a
certification as of the Effective Date by a Responsible Officer of the Borrower
that the Base Case Projections have been prepared in good faith based upon
reasonable assumptions. The Administrative Agent shall have received a report of
the Model Auditor reasonably satisfactory to the Administrative Agent restating
the Model Auditor's audit of the Computer Model as of the Effective Date and
shall have received a disk containing the Computer Model.

          (l) Business Plan; Budget. The Administrative Agent shall have
received a Business Plan and operating budget for a period of at least 12 months
following the Effective Date.


                                       44


          (m) Funds Flow Memorandum. The Administrative Agent shall have
received a memorandum summarizing the sources and uses of funds from the initial
Borrowings hereunder and the initial borrowings under the HGC Loan Agreement and
in connection with the consummation of the Acquisition.

          (n) Officer's Certificate. The Administrative Agent shall have
received a certificate of a Responsible Officer of the Borrower, dated the
Effective Date and in form and substance satisfactory to the Administrative
Agent, to the effect that all of the conditions set forth in this Section 4.1
have been satisfied, that the representations and warranties of the Borrower
contained in Article 5 of this Agreement are true and correct on the Effective
Date as is made on the Effective Date, that each of the Loan Parties has
performed all of the obligations to be performed by it under this Agreement and
the other Loan Documents, and that no Default or Event of Event of Default
exists or will exist immediately after giving effect to initial Term Loan
Borrowing, the consummation of the HGC Financing and the consummation of the
Acquisition.

          (o) MGH shall have entered into an assignment agreement reasonably
satisfactory in form and substance to the Administrative Agent assigning in
favor of the Borrower the rights to receive any indemnification payments (other
than any indemnification payments received as a result of the breach of Section
6.10 and/or 6.19 of the Acquisition Agreement and any indemnification payments
relating to taxes borne directly by the Borrower) under the Acquisition
Agreement in respect of a breach of any representation or warranty thereunder by
the sellers.

     Section 4.2 Conditions Precedent to All Loans.

     The obligation of each Lender to advance Loans on a Disbursement Date is
subject to the satisfaction of the following conditions precedent:

          (a) Initial Revolving Loan Borrowing. With respect to the initial
Borrowing of Revolving Credit Loans, the initial Borrowing of Term Loans shall
have occurred or shall concurrently occur.

          (b) Borrowing Request. The Administrative Agent shall have timely
received a fully executed copy of a Borrowing Request for the applicable
Disbursement Date, as the case may be, in compliance with the requirements of
Section 2.1 or Section 2.2 of this Agreement, as applicable.

          (c) Representation and Warranties. All representations and warranties
of the HGC and the Borrower contained in the Loan Documents shall be true,
correct and accurate on and as of the applicable Disbursement Date (except to
the extent such representations and warranties relate to an earlier date, in
which case, such representations and warranties shall be true in all material
respects as of such date).

          (d) No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing or shall result from the proposed Loan.

     Each Borrowing shall be deemed to be a representation and warranty by the
Borrower


                                       45



that each of the statements set forth above in clauses (c) and (d) of this
Section 4.2 is true and correct as of the date of such Borrowing.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents and warrants to the Administrative Agent and
the Lenders that:

     Section 5.1 Due Incorporation, Qualification, etc. Each Loan Party (i) is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or formation; (ii) has the power and authority to own, lease and
operate its properties and carry on its business as now conducted; and (iii) is
duly qualified, licensed to do business and in good standing as a foreign
corporation, partnership or limited liability company, as applicable, in each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its business requires such qualification or license and where the failure to
be so qualified or licensed could reasonably be expected to have a Material
Adverse Effect.

     Section 5.2 Authority. The execution, delivery and performance by each Loan
Party of each Loan Document executed, or to be executed, by such Loan Party and
the consummation of the transactions contemplated thereby, the consummation of
the Acquisition and the consummation of the HGC Financing (i) are within the
power of such Loan Party and (ii) have been duly authorized by all necessary
actions on the part of such Loan Party.

     Section 5.3 Enforceability. Each Loan Document executed, or to be executed,
by each Loan Party has been, or will be, duly executed and delivered by such
Loan Party and constitutes, or will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance
with its terms, except as limited by bankruptcy, fraudulent conveyance,
insolvency or other laws of general application relating to or affecting the
enforcement of creditors' rights generally and general principles of equity.

     Section 5.4 Non-Contravention. The execution and delivery by each Loan
Party of the Loan Documents executed and to be executed by such Loan Party and
the performance by such Loan Party of its obligations thereunder and the
consummation of the transactions contemplated thereby, the consummation of the
Acquisition and the consummation of the HGC Financing do not and will not (i)
contravene any Loan Party's organizational documents; (ii) violate any Legal
Requirement applicable to any Loan Party; (iii) violate any provision of, or
result in the breach or the acceleration of, or entitle any other Person to
accelerate (whether after the giving of notice or lapse of time or both), any
Contractual Obligation of such Loan Party or (iv) result in the creation or
imposition of any Lien (or the obligation to create or impose any Lien) upon any
Property, asset or revenue of any Loan Party (except such Liens as may be
created in favor of the Collateral Agent for the benefit of itself and the
Lenders pursuant to the Security Documents), except for any contravention or
violation that does not, individually or in the aggregate, result in a Material
Adverse Effect.


                                       46



     Section 5.5 Approvals.

          (a) Except as set forth on Schedule 5.5, no material consent,
approval, order or authorization of, or registration, declaration or filing
with, any Governmental Authority or other Person (including equity holders of
any Person) is required in connection with the execution, delivery or
performance of the Loan Documents executed by any Loan Party or consummation of
the transactions contemplated thereby or the consummation and the Acquisition,
except for those which have been made or obtained and are in full force and
effect.

          (b) All material Governmental Authorizations required for the
ownership, leasing, operation and maintenance of the businesses of the Loan
Parties have been duly obtained and are in full force and effect without any
known conflict with the rights of others and free from any unduly burdensome
restrictions, where any such failure to obtain such Governmental Authorizations
or any such conflict or restriction could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. None of the
Loan Parties has received any notice or other communication from any
Governmental Authority regarding (A) any revocation, withdrawal, suspension,
termination or modification of, or the imposition of any material conditions
with respect to, any Governmental Authorization, or (B) any other limitations on
the conduct of business by any Loan Party, except where any such revocation,
withdrawal, suspension, termination, modification, imposition or limitation
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

          (c) Except as set forth on Schedule 5.5, no Governmental Authorization
is required for either (A) the pledge or grant by any Loan Party of any Lien
purported to be created in favor of the Collateral Agent under any of the
Security Documents or (B) the exercise by the Collateral Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created
pursuant to any of the Security Documents or created or provided for by any
Governmental Rule), except for (1) such Governmental Authorizations that have
been obtained and are in full force and effect and fully disclosed to
Administrative Agent in writing, and (2) filings or recordings contemplated in
connection with this Agreement and the Security Documents.

     Section 5.6 No Violation or Default. No Loan Party is in violation of or in
default with respect to (i) any Legal Requirement applicable to such Loan Party
or (ii) any Contractual Obligation of such Loan Party (nor is there any waiver
in effect which, if not in effect, would result in such a violation or default),
where, in each case, such violation or default could reasonably be expected to
have a Material Adverse Effect. Without limiting the generality of the
foregoing, no Loan Party (A) has violated any Environmental Laws, (B) has any
liability under any Environmental Laws or (C) has knowledge of an investigation
or is under investigation by any Governmental Authority having authority to
enforce Environmental Laws, where such violation, liability or investigation
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

     Section 5.7 Litigation. Except as set forth in Schedule 5.7, no actions
(including derivative actions), suits, proceedings (including arbitration
proceedings or mediation proceedings) or investigations are pending or, to the
Borrower's knowledge, threatened against


                                       47



any Loan Party at law or in equity in any court, arbitration proceeding or
before any other Governmental Authority which (i) if adversely determined, could
reasonably be expected (alone or in the aggregate) to have a Material Adverse
Effect or (ii) seek to enjoin, either directly or indirectly, the Acquisition or
the execution, delivery or performance by any Loan Party of the Loan Documents
or the consummation of the transactions contemplated thereby, the consummation
of the Acquisition or the consummation of the HGC Financing.

     Section 5.8 Possession Under Leases; Title.

          (a) Schedule 5.8 lists all material leases, subleases, licenses,
concession agreements or other use or occupancy agreements pursuant to which the
Borrower or its Subsidiaries lease to or from any other party any real property,
including all renewals, extensions, modifications or supplements to any of the
foregoing or substitutions for any of the foregoing (collectively, the
"Leases"). Each of the Loan Parties has complied with all material obligations
under all leases to which it is a party and enjoys peaceful and undisturbed
possession under such leases.

          (b) Each of the Loan Parties owns and has good and marketable title,
or a valid leasehold interest in, all Property necessary in its business as
currently conducted and as currently proposed to be conducted. Such Properties
are subject to no Liens other than Permitted Liens.

     Section 5.9 Financial Statements. The most recent Consolidated Financial
Statements of the Loan Parties that have been delivered to the Administrative
Agent (i) are in accordance with the books and records of HGC and the Loan
Parties, as applicable, which have been maintained in accordance with good
business practice; (ii) have been prepared in conformity with GAAP subject in
the case of unaudited Consolidated Financial Statements only to normal year-end
audit adjustments and the absence of footnotes, none of which, if provided,
would reflect a material adverse change in the business, assets, financial
condition or operating performance of the Loan Parties, respectively, taken as a
whole; and (iii) fairly present in all material respects the consolidated
financial condition, results of operations and cash flows of the Loan Parties,
as of the date thereof and for the period covered thereby. No Loan Party has any
Contingent Obligations, liability for taxes or other outstanding obligations
(including obligations in respect of off-balance sheet transactions) required to
be shown on an annual or quarterly Financial Statement, as applicable, in
accordance with GAAP, which, in any such case, are material in the aggregate,
except otherwise disclosed in writing to the Administrative Agent. Since June
30, 2005, there has been no material adverse change in the business, assets,
operations, condition (financial or otherwise), liabilities or prospects of any
Loan Party that has resulted in or could reasonably be expected to result in a
Material Adverse Effect.

     Section 5.10 Creation, Perfection and Priority of Liens. As of the
Effective Date, the execution and delivery of the Loan Documents by the Loan
Parties, together with Uniform Commercial Code financing statements and, to the
extent relevant, any documents to be filed with the U.S. Patent and Trademark
Office, in proper form for filing have been delivered to the Administrative
Agent for filing and recording, and the recording of any mortgages or deeds of
trust delivered to the Administrative Agent for recording (but not yet
recorded), are effective to


                                       48



create in favor of the Collateral Agent for the benefit of itself and the
Lenders, as security for the Obligations, a valid and perfected first priority
Lien on all of the Collateral (subject only to Permitted Liens).

     Section 5.11 Equity Securities. All outstanding Equity Securities of the
Loan Parties are duly authorized, validly issued, fully paid and non-assessable.
HGC is the beneficial and record owner of all outstanding Equity Securities of
the Borrower. MGH is the beneficial and record owner of all outstanding Equity
Securities of HGC. There are no outstanding subscriptions, options, conversion
rights, warrants or other agreements or commitments of any nature whatsoever
(firm or conditional) obligating any Loan Party to issue, deliver or sell, or
cause to be issued, delivered or sold, any additional Equity Securities of any
Loan Party, or obligating any Loan Party to grant, extend or enter into any such
agreement or commitment. All Equity Securities of each Loan Party have been
offered and sold in compliance with all federal and state securities laws and
all other Legal Requirements, except where any failure to comply could not
reasonably be expected to have a Material Adverse Effect.

     Section 5.12 No Agreements to Sell Assets; Etc. No Loan Party has any legal
obligation, absolute or contingent, to any Person to sell the assets of such
Loan Party, or to effect any merger, consolidation or other reorganization of
any Loan Party or to enter into any agreement with respect thereto.

     Section 5.13 Employee Benefit Plans.

          (a) Except as set forth on Schedule 5.13, nothing has occurred with
respect to any Plan that could reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 5.13, no Loan Party has any liability
with respect to any post-retirement benefit under any Employee Benefit Plan
which is an employee welfare benefit plan (as defined in Section 3(1) of ERISA),
other than liability for health plan continuation coverage described in Part 6
of Title I(B) of ERISA, which liability for post-retirement benefits is
reasonably expected to have a Material Adverse Effect.

          (b) Each Employee Benefit Plan complies, in both form and operation,
in all material respects, with its terms, ERISA and the IRC, and no condition
exists or event has occurred with respect to any such plan which would result in
the incurrence by any Loan Party or any ERISA Affiliate of any liability, fine
or penalty which would result in a Material Adverse Effect. Each Employee
Benefit Plan, related trust agreement, arrangement and commitment of any Loan
Party is legally valid and binding and in full force and effect. No Employee
Benefit Plan is being audited or investigated by any government agency or is
subject to any pending or threatened material claim or suit other than claims
for benefits in the ordinary course. None of the Loan Parties nor any fiduciary
of any Employee Benefit Plan has, individually or in the aggregate, engaged in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC
which would result in a Material Adverse Effect to the Loan Parties, taken as a
whole.

          (c) Except as set forth on Schedule 5.13, none of the Loan Parties and
the ERISA Affiliates contributes to or has any contingent obligations to any
Multiemployer Plan, except to the extent such contributions or contingent
obligations could not reasonably be


                                       49



expected to have a Material Adverse Effect. None of the Loan Parties and the
ERISA Affiliates has incurred any liability (including secondary liability) to
any Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan under Section 4201 of ERISA or as a result of a sale of
assets described in Section 4204 of ERISA, which liability could reasonably be
expected to have a Material Adverse Effect. None of the Loan Parties and the
ERISA Affiliates has been notified that any Multiemployer Plan is in
reorganization or insolvent under and within the meaning of Section 4241 or
Section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has
been terminated under Section 4041A of ERISA, except to the extent such event
could not reasonably be expected to have a Material Adverse Effect.

     Section 5.14 Other Regulations. No Loan Party is subject to regulation
under the Investment Company Act of 1940, the Public Utility Holding Company Act
of 1935, the Federal Power Act, the Interstate Commerce Act, any state public
utilities code or to any other Governmental Rule limiting its ability to incur
Indebtedness.

     Section 5.15 Patent and Other Rights. The Loan Parties own, license or
otherwise have the full right to use, under validly existing agreements, all
material patents, licenses, trademarks, trade names, trade secrets, service
marks, copyrights and all rights with respect thereto, which are required to
conduct their businesses as now conducted, except where the failure to own,
license or otherwise have the full right to use could not reasonably be expected
to result in a Material Adverse Effect. Each of the patents, trademarks, trade
names, service marks and copyrights owned by any Loan Party which is registered
with any Governmental Authority is set forth on Schedule 5.15. The Loan Parties
conduct their respective businesses without infringement or, to the best of the
Borrower's knowledge, claim of infringement of any trademark, trade name, trade
secret, service mark, patent, copyright, license or other intellectual property
right of other Persons, except where such infringement or claim of infringement
could not reasonably be expected to have a Material Adverse Effect. There is no
infringement or, to the best of the Borrower's knowledge, claim of infringement
by others of any material trademark, trade name, trade secret, service mark,
patent, copyright, license or other intellectual property right of any of the
Loan Parties, except where such infringement or claim of infringement could not
reasonably be expected to have a Material Adverse Effect.

     Section 5.16 Governmental Charges; Taxes.

          (a) Each of the Loan Parties has filed or caused to be filed all tax
returns which are required to be filed by it. Each of the Loan Parties has paid,
or made provision for the payment of, all taxes and other Governmental Charges
which have or may have become due pursuant to said returns or otherwise and all
other indebtedness, except such Governmental Charges or indebtedness, if any,
which are being contested in good faith and as to which adequate reserves
(determined in accordance with GAAP) have been established. Proper and accurate
amounts have been withheld by each Loan Party from their employees for all
periods in full and complete compliance with the tax, social security and
unemployment withholding provisions of applicable federal, state, local and
foreign law and such withholdings have been timely paid to the respective
Governmental Authorities. None of the Loan Parties have executed or filed with
the Internal Revenue Service or any other Governmental Authority any agreement


                                       50



or other document extending, or having the effect of extending, the period for
assessment or collection of any taxes or Governmental Charges.

          (b) No liability for any Tax, directly or indirectly, imposed,
assessed, levied or collected by or for the account of any Governmental
Authority will be incurred by any Loan Party or Lender as a result of the
execution or delivery of this Agreement or any other Loan Documents and no
deduction or withholding in respect of Taxes imposed by or for the account of
any jurisdiction by or through which payments with respect to the Loans will be
made by the Borrower is required to be made from any payment by the Borrower
under this Agreement or any other Loan Documents.

     Section 5.17 Margin Stock. No Loan Party owns any Margin Stock which, in
the aggregate, would constitute a substantial part of the assets of such Loan
Party, and no proceeds of any Loan will be used to purchase or carry, directly
or indirectly, any Margin Stock or to extend credit, directly or indirectly, to
any Person for the purpose of purchasing or carrying any Margin Stock.

     Section 5.18 Subsidiaries, Etc. HGC has no Subsidiaries other than the
Borrower. As of the Effective Date, the Borrower does not have any Subsidiaries.

     Section 5.19 Solvency, Etc. Each of the Loan Parties is Solvent and, after
the execution and delivery of the Loan Documents and the consummation of the
transactions contemplated thereby, the consummation of the Acquisition and the
consummation of the HGC Financing, will be Solvent.

     Section 5.20 Labor Matters. There are no disputes presently subject to
grievance procedure, arbitration or litigation under any of the collective
bargaining agreements, employment contracts or employee welfare or incentive
plans to which any Loan Party is a party, and there are no strikes, lockouts,
work stoppages or slowdowns, or, to the best knowledge of the Borrower,
jurisdictional disputes or organizing activities occurring or threatened which
alone or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

     Section 5.21 Contracts.

          (a) Schedule 5.21 lists all of the following contracts ("Contracts")
of the Loan Parties as of the Effective Date:

               (i) each partnership, joint venture or other similar material
     agreement or arrangement to which any Loan Party is a party with any third
     party;

               (ii) each lease of real and personal property which is material
     to the operation of the business of the Borrower;

               (iii) each agreement of any Loan Party relating to indebtedness
     for borrowed money (whether incurred, assumed, guaranteed or secured by any
     asset);


                                       51



               (iv) each contract containing covenants purporting to materially
     limit the freedom of any Loan Party to compete in any line of business or
     in any geographic area;

               (v) each material contract that is other than for the purchase,
     sale or license of goods or services in the ordinary course of business
     consistent with past practice; and

               (vi) each contract, other than employment contracts for the
     Borrower's key personnel, which provides for annual payments by the
     Borrower after the date hereof of more than $500,000 or which has an
     aggregate expenditure obligation by the Borrower of more than $1,000,000 or
     is reasonably expected to involve expenditures of greater than such amount.

          (b) Except as disclosed in Schedule 5.21, no material supplier to or
landlord of any Loan Party, or any Governmental Authority has taken, and none of
the Loan Parties has received any written notice that, any material supplier to
or landlord any Loan Party, or any Governmental Authority contemplates taking,
any steps to terminate the business relationship of any Loan Party with such
supplier or landlord, which could reasonably be expected to have a Material
Adverse Effect.

     Section 5.22 No Material Adverse Effect. No Material Adverse Effect has
occurred since the date of the latest audited Financial Statements delivered to
the Administrative Agent.

     Section 5.23 Accuracy of Information Furnished. The written information
(excluding projections) furnished by the Loan Parties to the Administrative
Agent and the Lenders in connection with the Loan Documents and the transactions
contemplated thereby, taken as a whole, is complete and correct in all material
respects, does not contain any untrue statement of a material fact and does not
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. All
projections furnished by the Loan Parties to the Administrative Agent and the
Lenders in connection with the Loan Documents, the transactions contemplated
thereby and the Acquisition have been prepared in good faith based upon
reasonable assumptions; provided, however, that the Administrative Agent and the
Lenders acknowledge and agree that such projections are based upon a number of
estimates and assumptions and are subject to significant business, economic and
competitive uncertainties and contingencies and that, accordingly, no assurances
are given and no representations, warranties or covenants are made that any of
the assumptions are correct, that such projections will be achieved or that the
forward-looking statements expressed in such projections will correspond to
actual results.

     Section 5.24 Brokerage Commissions. No person is entitled to receive any
brokerage commission, finder's fee or similar fee or payment in connection with
the Acquisition or the extensions of credit contemplated by this Agreement as a
result of any agreement entered into by any Loan Party. No brokerage or other
fee, commission or compensation is to be paid by the Lenders with respect to the
extensions of credit contemplated hereby as a result of any agreement entered
into by a Loan Party, and the Borrower agrees to indemnify the Administrative
Agent


                                       52



and the Lenders against any such claims for brokerage fees or commissions and to
pay all expenses including, without limitation, reasonable and documented
attorney's fees incurred by the Administrative Agent and the Lenders in
connection with the defense of any action or proceeding brought to collect any
such brokerage fees or commissions.

     Section 5.25 Policies of Insurance. Schedule 5.25 sets forth a true and
complete listing of all insurance maintained by the Loan Parties as of the
Effective Date. Such insurance has not been terminated and is in full force and
effect, and each of the Loan Parties has taken all action required to be taken
as of the date of this Agreement to keep unimpaired its rights thereunder in all
material respects. The Properties of the Loan Parties are insured with
financially sound and reputable insurance companies not Affiliates of the Loan
Parties in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties.

     Section 5.26 Priority of Obligations. The payment obligations of the
Borrower under this Agreement and the Loans will at all times rank at least pari
passu, without preference or priority, with all other unsecured and
unsubordinated Indebtedness of the Borrower.

     Section 5.27 Bank Accounts and Securities Accounts. Schedule 5.27 sets
forth a true and complete listing of all bank accounts and securities accounts
maintained by each Loan Party as of the Effective Date.

     Section 5.28 Agreements with Affiliates. Except as disclosed on Schedule
5.28, no Loan Party has entered into and, as of the Effective Date does not
contemplate entering into, any material agreement or contract with any Affiliate
of such Person except upon terms at least as favorable to such Loan Party as an
arms-length transaction with unaffiliated Persons, based on the totality of the
circumstances.

     Section 5.29 Existing Indebtedness; Existing Liens.

          (a) Schedule 5.29(a) sets forth a complete and correct list of all
outstanding Indebtedness of each Loan Party as of the date of this Agreement.
None of the Loan Parties is in default, and no waiver of default is currently in
effect, in the payment of any principal or interest on any of its Indebtedness,
and no event or condition exists with respect to any Indebtedness of any Loan
Party that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.

          (b) Schedule 5.29(b) sets forth a complete and correct list of all
Liens on or in the Property of any Loan Party (other than Permitted Liens). None
of the Loan Parties has agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its property, whether
now owned or hereafter acquired, to be subject to a Lien other than Permitted
Liens.


                                       53



                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

     Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower will comply, and will cause
compliance by the other Loan Parties, with the following affirmative covenants,
unless the Required Lenders shall otherwise consent in writing:

     Section 6.1 Financial Statements; Operating Reports; Financial
Certifications. The Borrower shall furnish to the Administrative Agent and each
Lender the following:

          (a) as soon as available and in no event later than ninety (90) days
after the close of each fiscal year of the Borrower, (A) copies of the audited
Consolidated Financial Statements and Consolidating Financial Statements of HGC
for such year, in the case of such Consolidated Financial Statements, audited by
KPMG LLC or another recognized firm of independent certified public accountants
acceptable to the Administrative Agent (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such Consolidated Financial Statements
present fairly in all material respects the financial condition, results of
operations and cash flows of HGC and each Loan Party on a consolidated basis in
accordance with GAAP consistently applied, which Consolidated Financial
Statements shall be accompanied by a narrative from management of the Borrower
which discusses results for such period, and (B) copies of the unqualified
opinions and, to the extent delivered, management letters delivered by such
accountants in connection with all such Consolidated Financial Statements and in
the case of such Consolidating Financial Statements, certified by the president,
chief financial officer or treasurer of HGC to present fairly in all material
respects the financial condition, results of operations and cash flows of HGC
and each Loan Party on a consolidating basis in accordance with GAAP
consistently applied;

          (b) as soon as available and in no event later than forty-five (45)
days after the last day of each of the first three fiscal quarters of each
fiscal year of the Borrower, copies of the Consolidated Financial Statements and
Consolidating Financial Statements of HGC for such fiscal quarter and for the
fiscal year to date certified by the president, chief financial officer or
treasurer of HGC to present fairly in all material respects the financial
condition, results of operations and cash flows of HGC and each Loan Party on a
consolidated and consolidating basis in accordance with GAAP consistently
applied (subject to normal year-end audit adjustments and the absence of notes);

          (c) as soon as available and in no event later than ninety (90) days
after the close of each fiscal year of MIC, (A) copies of the audited
Consolidated Financial Statements of MIC for such year, audited by a recognized
firm of independent certified public accountants to the effect that such
Consolidated Financial Statements present fairly in all material respects the
financial condition, results of operations and cash flows of MIC and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;


                                       54



          (d) as soon as available and in no event later than forty-five (45)
days after the last day of each of the first three fiscal quarters of each
fiscal year of MIC, copies of the Consolidated Financial Statements of MIC for
such fiscal quarter and for the fiscal year to date certified by the president,
chief financial officer or treasurer of HGC to present fairly in all material
respects the financial condition, results of operations and cash flows of MIC on
a consolidated basis in accordance with GAAP consistently applied (subject to
normal year-end audit adjustments and the absence of notes);

          (e) contemporaneously with delivery of the Financial Statements
required by the foregoing clauses (a) and (b), a compliance certificate of the
president, chief financial officer or treasurer of the Borrower in substantially
the form of Exhibit D (a "Compliance Certificate") which (A) states that no
Default or Event of Default has occurred and is continuing, or, if any such
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof and what action Borrower proposes to take with respect
thereto and (B) sets forth, for the quarter or year covered by such Financial
Statements or as of the last day of such quarter or year (as the case may be),
the calculation of the financial ratios or other amounts required in order to
determine compliance with any provision in Article VII; and

          (f) contemporaneously with the delivery of the Financial Statements
required by the foregoing clauses (a) and (b) with respect to any period for
which a change in GAAP results in inconsistent application between periods, one
or more appropriate statement reflecting a reconciliation of any amounts not
affected by such change showing any adjustments that would be required if such
change had been applicable to such amounts.

     Section 6.2 Other Notices and Reports. The Borrower shall furnish to the
Administrative Agent and each Lender the following, each in such form and such
detail as the Administrative Agent or the Required Lenders shall reasonably
request:

          (a) in no event later than five (5) Business Days after the Borrower
knows of the occurrence or existence of (A) any Reportable Event under any Plan
or Multiemployer Plan, (B) any actual or threatened litigation, suits, claims,
disputes or investigations against any Loan Party involving potential monetary
damages payable by any Loan Party of $2,500,000 or more (alone or in the
aggregate) or in which injunctive relief or similar relief is sought, which
relief, if granted, could be reasonably expected to have a Material Adverse
Effect, (C) breach or non-performance of any material obligation, or any default
under, a Material Document; (D) any litigation, proceeding, material dispute or
material investigation involving, or any termination or material modification of
a material Governmental Authorization or notice of the possibility of any such
termination or material modification by, any Governmental Authority; (E) any
Default or Event of Default; (F) any material change in accounting policies of
or financial reporting practices by any Loan Party; or (G) any other event or
condition which, either individually or in the aggregate, could be reasonably
expected to have a Material Adverse Effect. Each notice pursuant to this Section
6.2(a) shall be accompanied by a statement of a Responsible Officer of the
Borrower setting forth details of the occurrence referred to therein and stating
what action the Borrower has taken and proposes to take with respect thereto and
shall describe with particularity any and all provisions of this Agreement or
other Loan Document that have been breached.


                                       55



          (b) as soon as available, and in any event not later than fifteen (15)
days before the end of each fiscal year of the Borrower, (A) an annual operating
budget of the Loan Parties for the following fiscal year, (B) an updated
Business Plan for the following fiscal year, including updated Projections,
certified by a Responsible Officer of the Borrower to have prepared in good
faith based upon reasonable assumptions, and (C) a Capital Expenditure budget of
the Loan Parties for the following three fiscal years;

          (c) as soon as possible and in no event later than five (5) Business
Days prior to the acquisition by any Loan Party of any material leasehold or
ownership interest in real property, a written supplement to Schedule 5.8;

          (d) as soon as possible prior to the occurrence of any event or
circumstance that would require a prepayment pursuant to Section 2.8(c)of this
Agreement, a statement of a Responsible Officer of the Borrower setting forth
the details thereof;

          (e) as soon as possible and in no event later than five (5) Business
Days after the receipt thereof by any Loan Party, a copy of any notice, summons,
citations or other written communications concerning any actual, alleged,
suspected or threatened violation of any Environmental Law or any actual,
alleged, suspected or threatened liability of any Loan Party for Environmental
Damages, where any such violation or liability could reasonably be expected to
have a Material Adverse Effect;

          (f) as soon as possible and in no event later than five (5) Business
Days after the delivery or receipt thereof by any Loan Party, any notice of any
material default or breach or termination given or received under any Material
Document, or any amendment of, supplement to or other modification of any
Material Document; and

          (g) such other instruments, agreements, certificates, opinions,
statements, documents and information relating to the Properties, operations or
condition (financial or otherwise) of the Loan Parties, and compliance by the
Loan Parties with the terms of this Agreement and the other Loan Documents
(including without limitation "know your customer" and similar requirements), as
the Administrative Agent may from time to time reasonably request.

     Section 6.3 Books and Records. The Loan Parties shall at all times keep
proper books of record and account in which full, true and correct entries will
be made of its transactions in accordance with GAAP.

     Section 6.4 Inspections. The Loan Parties shall permit the Administrative
Agent and each Lender, or any agent or representative thereof, upon reasonable
notice and during normal business hours (except that if an Event of Default
shall have occurred and be continuing, no such notice is required), to visit and
inspect any of the properties and offices of any Loan Party, to conduct audits
of any or all of the Collateral, to examine the books and records of any Loan
Party and make copies thereof, and to discuss the affairs, finances and business
of any Loan Party with, and to be advised as to the same by, their officers,
auditors and accountants, all at such times and intervals as the Administrative
Agent or any Lender may reasonably request.


                                       56



Any Loan Party may have a representative attend any meeting with its independent
accountants so long as such right does not unreasonably delay the scheduling of
any meeting. Inspections pursuant to this Section 6.4 of this Agreement shall be
at such Loan Party's expense with respect to one (1) inspection in any calendar
year and with respect to all inspections and audits during the existence of a
Default or Event of Default.

     Section 6.5 Insurance. The Loan Parties shall:

          (a) carry and maintain insurance during the term of this Agreement of
the types, in the amounts and subject to such deductibles and other terms
customarily carried from time to time by others engaged in substantially the
same business as such Person and operating in the same geographic area as such
Person, including, but not limited to, fire, public liability, property damage
and worker's compensation;

          (b) furnish to any Lender, upon written request, full information as
to the insurance carried;

          (c) carry and maintain each policy for such insurance with (A) a
company which is rated A or better by A.M. Best and Company at the time such
policy is placed and at the time of each annual renewal thereof or (B) any other
insurer which is reasonably satisfactory to the Administrative Agent; and

          (d) obtain and maintain endorsements reasonably acceptable to the
Administrative Agent for such insurance naming the Administrative Agent and the
Collateral Agent as additional insured and the Collateral Agent as lender's loss
payee;

provided that if any Loan Party shall fail to maintain insurance in accordance
with this Section 6.5 of this Agreement, or if any Loan Party shall fail to
provide the required endorsements with respect thereto, the Administrative Agent
shall have the right (but shall be under no obligation) to procure such
insurance and the Borrower agrees to reimburse the Administrative Agent for all
reasonable costs and expenses of procuring such insurance. All such policies as
to which the Collateral Agent is named as an additional insured or loss payee,
as the case may be, shall (i) provide that the same shall not be cancelled,
materially modified or terminated without at least thirty (30) days' (or twenty
(20) days' in the case of nonpayment of premium) prior written notice to each
insured and each loss payee named therein, (ii) provide for at least thirty (30)
days' prior written notice to each insured and each loss payee named therein of
the date on which such policies shall terminate by lapse of time if not renewed,
(iii) contain a breach-of-warranty clause providing that the respective
interests of the Collateral Agent or any other additional insured or loss payee
shall not be invalidated by any action or inaction of the Collateral Agent, the
Lenders, the Administrative Agent or any other Person, (iv) insure the
Collateral Agent and any other additional insured or loss payee regardless of
any breach or violation by the Borrower, any Subsidiaries, or any other Person
of any warranties, declarations, or conditions contained in the policies related
to such insurance, (v) provide that the insurer thereunder waives all right of
subrogation against the Collateral Agent and waives any right of set-off or
counterclaim and any other right of deduction whether by attachment or
otherwise, (vi) be primary without right of contribution from any other
insurance carried by or on behalf of


                                       57



the Collateral Agent, any Lender or the Administrative Agent with respect to any
interest in the Collateral, (vii) provide that no Person other than the Loan
Parties shall have any liability for any premiums with respect thereto, and
(viii) provide that inasmuch as the policies are written to cover more than one
insured, all terms and conditions, insuring agreements and endorsements, with
the exception of limits of liability, shall operate in the same manner as if
there were a separate policy covering each insured. The Administrative Agent
shall not, by reason of accepting, rejecting, approving or obtaining insurance
incur any liability for the existence, nonexistence, form or legal sufficiency
thereof, the solvency of any insurer, or the payment of any losses.

     Section 6.6 Governmental Charges. Each Loan Party shall promptly pay and
discharge when due all taxes and other Governmental Charges which, if unpaid,
could reasonably be expected to have a Material Adverse Effect, except such
taxes or Governmental Charges as may in good faith be contested or disputed and
as to which adequate reserves (determined in accordance with GAAP) have been
established; provided that in each such case no Property material to the conduct
of the businesses of the Loan Parties is at impending risk of being seized,
levied upon or forfeited.

     Section 6.7 Use of Proceeds. Each Loan Party shall use the proceeds of the
Loans only for the respective purposes set forth in Section 2.6 of this
Agreement. Each Loan Party shall not use any part of the proceeds of any Loan,
directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock or for the purpose of purchasing or carrying or trading in any securities
under such circumstances as to involve any Loan Party, any Lender or the
Administrative Agent in a violation of Regulations T, U or X issued by the
Federal Reserve Board.

     Section 6.8 General Business Operations. Each Loan Party shall (i)
preserve, renew and maintain in full force their legal existence and good
standing under the Governmental Rules of the jurisdiction of their organization,
each other jurisdiction reasonably necessary for the conduct of their business,
and all of their rights, licenses, leases, qualifications, privileges franchises
and other authority reasonably necessary to the conduct of their business, (ii)
conduct their business activities in compliance with all Legal Requirements
applicable to such Loan Party, and (iii) keep all material Property useful and
necessary to their business in good working order and condition in a manner
consistent with prudent engineering practice, ordinary wear and tear excepted,
except, in each case with respect to (i), (ii) or (iii) of this Section 6.8,
where any failure, either individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. Each Loan Party shall maintain
its chief executive offices and principal places of business in the United
States.

     Section 6.9 Compliance with Legal Requirements and Contractual Obligations.
Each Loan Party shall comply with all applicable Legal Requirements, including
all applicable Environmental Laws, and Contractual Obligations noncompliance
with which could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

     Section 6.10 Additional Collateral. If at any time from and after the
Effective Date any Loan Party acquires any fee or leasehold interest in real
property, such Loan Party shall deliver


                                       58



to the Administrative Agent, at its own expense, as soon as possible all
documentation and information in form and substance reasonably satisfactory to
the Administrative Agent (including any environmental reports) relating thereto,
and shall assist the Administrative Agent in obtaining a deed of trust or
mortgage on such real property interest; provided that if such Loan Party is
unable, after using commercially reasonable efforts (as determined by it in good
faith), to obtain any required consent of any Governmental Authority for the
grant of a deed of trust or mortgage, such deed of trust or mortgage shall not
be required under this Section 6.10.

     Section 6.11 Lender Hedging Agreements. The Borrower shall enter into (and
maintain) Lender Hedging Agreements in accordance with the requirements of
Section 4.1(c) of this Agreement.

     Section 6.12 Preservation of Security Interests. Each Loan Party shall
preserve and undertake all actions necessary to maintain the security interests
granted under the Security Documents in full force and effect (including the
priority thereof).

     Section 6.13 Event of Loss.

          (a) The Borrower shall promptly notify the Administrative Agent upon
any Loan Party having knowledge of any Event of Loss that the Borrower believes
will be a Material Loss.

          (b) If a Material Loss occurs, unless the restoration, repair,
replacement or rebuilding of the applicable Property is reasonably determined by
the Borrower not to be required for the conduct of its business or the business
of any of its Subsidiaries, the failure to make such restoration, repair,
replacement or rebuilding will not have a Material Adverse Effect and the
Borrower elects not to undertake such restoration, repair, replacement or
rebuilding (in which event the Net Insurance Proceeds or Net Condemnation
Proceeds, as the case may be, shall be applied to a mandatory prepayment of the
Loans in accordance with Section 2.8(c)(iv) of this Agreement), the Borrower (or
the Subsidiary reporting the Material Loss) shall as soon as practicable
commence and complete the Restoration of the applicable Property.

     Section 6.14 Priority of Obligations. The Borrower shall ensure that its
payment obligations under this Agreement and the Loans will at all times rank at
least pari passu, without preference or priority, with all of its other
unsecured and unsubordinated Indebtedness.

     Section 6.15 New Subsidiaries. The Borrower shall only form or acquire
direct or indirect Subsidiaries which are in the same business as the Borrower.
The Borrower shall, at its own expense, promptly, and in any event within ten
(10) Business Days after the formation or acquisition of any new direct or
indirect Subsidiary of the Borrower after the date hereof (i) notify the
Administrative Agent of such event, (ii) amend the Security Documents as
appropriate in light of such event to pledge to the Collateral Agent for the
benefit of the Secured Parties 100% of the Equity Securities of each Person
which becomes a Subsidiary and execute and deliver all documents or instruments
required thereunder or appropriate to perfect the security interest created
thereby, (iii) deliver to the Collateral Agent all stock certificates and other
instruments added to the Collateral thereby free and clear of all Liens,
accompanied by undated


                                       59



stock powers or other instruments of transfer executed in blank, (iv) cause each
such Person that becomes a direct or indirect Subsidiary after the date hereof
to execute a pledge and security agreement in form and substance satisfactory to
the Administrative Agent, (vi) cause each document (including each Uniform
Commercial Code financing statement and each filing with respect to intellectual
property owned by each such Person that becomes a direct or indirect Subsidiary
of the Borrower after the date hereof) required by law or reasonably requested
by the Administrative Agent to be filed, registered or recorded in order to
create in favor of the Collateral Agent for the benefit of the Lenders a valid,
legal and perfected first-priority security interest in and lien on the
Collateral subject to the Security Documents to be so filed, registered or
recorded and evidence thereof delivered to the Administrative Agent (provided
that no filing shall be required with respect to intellectual property if the
Administrative Agent determines that such property is not material to the
business of such Subsidiary), and (vi) deliver an opinion of counsel in form and
substance satisfactory to the Administrative Agent with respect to each such
Person and the matters set forth in this section.

                                   ARTICLE VII
                               NEGATIVE COVENANTS

     Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower covenants and agrees that:

     Section 7.1 Indebtedness and Guarantee Obligations. No Loan Party shall
create, incur, assume or permit to exist any Indebtedness or Guarantee
Obligations except for the following ("Permitted Indebtedness"):

          (a) Indebtedness of the Loan Parties under the Loan Documents;

          (b) Indebtedness of the Borrower listed in Schedule 5.29(a) and
existing on the date of this Agreement, all of which Indebtedness identified in
Schedule 5.29(a) as being repaid in connection with the initial Borrowing shall
be repaid concurrently with such Borrowing;

          (c) Indebtedness of the Borrower under Lender Hedging Agreements
entered into with respect to the Loans in accordance with Section 4.1(c) of this
Agreement;

          (d) Indebtedness of the Borrower to HGC if such Indebtedness is
contractually subordinate, to the satisfaction of the Administrative Agent, to
the Obligations and payments of principal of and interest on such Indebtedness
are payable solely from amounts otherwise available for the payment of
Distributions pursuant to Section 7.6;

          (e) Indebtedness evidenced by Capital Leases of the Borrower for
barges used by the Borrower in the ordinary course of its business to transport
gas in coastwide waters;

          (f) Indebtedness of any Loan Party incurred to finance the
acquisition, construction or improvement of any fixed or capital assets, and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior


                                       60



to the acquisition thereof; provided that (i) such Indebtedness is incurred
prior to or within 90 days after such acquisition or the completion of such
construction or improvement, (ii) such Indebtedness does not exceed $10,000,000
during the same fiscal year, and (iii) the aggregate principal amount of
Indebtedness permitted by this clause (f) shall not exceed $15,000,000 at any
time outstanding;

          (g) other unsecured Indebtedness in an aggregate principal amount not
exceeding $5,000,000 at any time outstanding;

and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof.

     Section 7.2 Liens, Negative Pledges. No Loan Party shall create, incur,
assume or permit to exist any Lien on or with respect to any of its Property, in
either case whether now owned or hereafter acquired, except for the following
("Permitted Liens"):

          (a) Liens in favor of the Collateral Agent under the Security
Documents;

          (b) Liens listed in Schedule 5.29(b) and existing on the date of this
Agreement, all of which Liens that secure Indebtedness that is identified in
Schedule 5.29(b) as being repaid in connection with the initial Borrowing of
Loans shall be terminated concurrently with such Borrowing;

          (c) Liens for taxes or other Governmental Charges not at the time
delinquent or thereafter payable without penalty or being contested in good
faith, provided that adequate reserves for the payment thereof have been
established in accordance with GAAP and no Property of the Borrower or its
Subsidiaries is subject to impending risk of loss or forfeiture by reason of
nonpayment of the obligations secured by such Liens;

          (d) Liens of carriers, warehousemen, mechanics, materialmen, vendors,
and landlords and other similar Liens imposed by law and incurred in the
ordinary course of business consistent with past practice for sums which are not
overdue more than 45 days or are being contested in good faith, provided that
adequate reserves for the payment thereof have been established in accordance
with GAAP;

          (e) deposits under workers' compensation, unemployment insurance and
social security laws or to secure the performance of bids, tenders, contracts
(other than for the repayment of borrowed money) or leases, or to secure
statutory obligations of surety or appeal bonds or to secure indemnity,
performance or other similar bonds in the ordinary course of business consistent
with past practice;

          (f) zoning restrictions, easements, rights-of-way, title
irregularities and other similar encumbrances, which alone or in the aggregate
are not substantial in amount and do not materially detract from the value of
the Property subject thereto or interfere with the ordinary conduct of the
business of the Borrower or its Subsidiaries;


                                       61



          (g) Liens incurred in connection with the extension, renewal or
refinancing of the Indebtedness secured by the Liens described in clause (b)
above, provided that any extension, renewal or replacement Lien (A) is limited
to the Property covered by the existing Lien and (B) secures Indebtedness which
is no greater in amount, has a maturity date not later than the Indebtedness
refinanced and has material terms no less favorable to the Lenders than the
Indebtedness secured by the existing Lien and

          (h) Liens on fixed or capital assets acquired, constructed or improved
by the Borrower or its Subsidiaries; provided that (i) such security interests
secure Indebtedness permitted by Section 7.1(f), (ii) such security interests
and the Indebtedness secured thereby are incurred prior to or within 90 days
after such acquisition or the completion of such construction or improvement,
and (iii) such security interests shall not apply to any other property or
assets of the Borrower or its Subsidiaries.

     Section 7.3 Asset Dispositions. None of the Loan Parties shall, directly or
indirectly, sell, lease, convey, transfer or otherwise dispose of any Property,
whether now owned or hereafter acquired, or enter into any agreement to do any
of the foregoing, except for the following:

          (a) sales by the Borrower or its Subsidiaries of inventory to Persons
in the ordinary course of their businesses and the granting of any option or
other right to purchase, lease or otherwise acquire inventory in the ordinary
course of the Borrower's business or the business of its Subsidiaries;

          (b) sales or other dispositions by the Borrower or its Subsidiaries of
any Property, provided that (i) no Event of Default shall have occurred and be
continuing, (ii) the purchase price paid to the Borrower or its Subsidiaries for
such Property shall be no less than the fair market value of such Property as
determined in good faith by the Borrower at the time of such sale (provided that
details of such determination be made available to the Administrative Agent upon
request), (iii) the aggregate purchase price paid to the Borrower or its
Subsidiaries for such Property during the same fiscal year pursuant to this
clause (b) shall not exceed $10,000,000, and (iv) the sale of such Property
could not reasonably be expected to result in a Material Adverse Effect; and

          (c) sales or other dispositions by the Borrower or its Subsidiaries of
Investments permitted by Section 7.5(b) of this Agreement for not less than fair
market value.

     Section 7.4 Mergers, Acquisitions, Etc. None of the Loan Parties shall
consolidate with or merge into any other Person or permit any other Person to
merge into it, acquire any Person as a new Subsidiary or acquire all or
substantially all of the assets of any other Person without the prior written
approval of the Administrative Agent acting at the direction of the Required
Lenders; provided that the Borrower and the other Loan Parties may merge with
each other, (and with other Subsidiaries of the Borrower which become Loan
Parties); and provided, further, that (i) no Default or Event of Default will
result after giving effect to any such merger and (ii) in any such merger
involving the Borrower, the Borrower is the surviving Person.


                                       62



     Section 7.5 Investments. None of the Loan Parties shall make any Investment
except for Investments in the following:

          (a) Investments in cash and Cash Equivalents;

          (b) Investments listed in Schedule 7.5 existing on the date of this
Agreement;

          (c) Investments credited to securities accounts established and
maintained in accordance with Section 6.11 of this Agreement which are subject
to Control Agreements;

          (d) Investments by the Borrower or its Subsidiaries in each other; and

          (e) any loan or advance of funds by the Borrower to HGC or any direct
or indirect parent entity of HGC if such funds are advanced solely from amounts
otherwise available for the payment of Distributions pursuant to Section 7.6.

     Section 7.6 Distributions.

          (a) The Borrower or its Subsidiaries shall not make any Distributions
or set apart any sum for any such purpose, except the Borrower may make cash
Distributions to HGC as follows:

               (i) in an aggregate amount equal to Cash Available for
     Distribution as of the Calculation Date then most recently ended if the
     following conditions have been met: (A) each of the Backward Interest
     Coverage Ratio and the Projected Interest Coverage Ratio as of such
     Calculation Date is greater than 3.50:1.00, as evidenced by a certificate
     delivered by the Borrower to the Administrative Agent no later than three
     (3) Business Days prior to the proposed date of Distribution; (B) any
     Lock-up Period has ended as of such Calculation Date, and (C) no Default or
     Event of Default shall have occurred and be continuing as of the date of
     such Distribution. Notwithstanding the foregoing, if a Lock-up Event has
     occurred as of the Calculation Date then most recently ended but the
     Backward Interest Coverage Ratio as of such Calculation Date is greater
     than 2.50:1:00, and no other Default or Event of Default shall have
     occurred and then be continuing, the Borrower shall be permitted to make
     cash Distributions to HGC in an aggregate amount solely equal to the lesser
     of (A) Cash Available for Distribution as of such Calculation Date or (B)
     in the amounts and at the times required in order to enable HGC to pay
     interest due on any HGC Loans and to make any payment required to be made
     by HGC under the HGC Hedging Arrangements; and

               (ii) in the amounts and at the times required in order to enable
     HGC to pay the HGC Facility Share of any mandatory prepayments of the HGC
     Loans required under Section 2.7 of the HGC Loan Agreement, but only if the
     Backward Interest Coverage Ratio as of the Calculation Date then most
     recently ended is greater than 2.50:1:00 and no other Default or Event of
     Default shall have occurred and be continuing as of the date of such
     Distribution.


                                       63



          (b) If a Lock-up Event occurs in respect of any Calculation Date, the
Borrower shall promptly (and in any event not later than the earlier to occur of
ten (10) Business Days after the Borrower has calculated the Backward Interest
Coverage Ratio and Projected Interest Coverage Ratio as of such Calculation Date
and ten days after the date on which the Financial Statements for the period
then ended are required to be delivered pursuant to Section 6.1), transfer to
the Collateral Agent for deposit in the Special Reserve Account cash in an
amount equal to the Excess Cash Flow as of such Calculation Date (less the
amount of any Distribution made in accordance with the last sentence of Section
7.6(a)) for application as follows:

               (i) The Collateral Agent (acting at the direction of the
     Administrative Agent) shall transfer funds in the Special Reserve Account
     to the Administrative Agent and the HGC Administrative Agent for
     application to the mandatory prepayment of Loans and the HGC Loans in
     accordance with Section 2.8(c)(v) hereof and Section 2.7(c)(v) of the HGC
     Loan Agreement.

               (ii) If the Borrower satisfies each of the requirements for a
     Distribution set forth in the first sentence of paragraph (a)(i) above, all
     funds on deposit in the Special Reserve Account (excluding any funds as are
     then required to be applied pursuant to clause (i) above) shall be
     transferred to the Borrower or at the Borrower's direction, and the
     Borrower may make a Distribution of such funds.

     Section 7.7 Change in Business. The Borrower or its Subsidiaries shall not
engage, either directly or indirectly, in any business other than the business
conducted by the Borrower as of the date hereof or any business related or
incidental thereto.

     Section 7.8 ERISA. Except as set forth in Schedule 7.8, the Borrower or its
Subsidiaries shall not:

          (a) take any action which will result in the partial or complete
withdrawal, within the meanings of sections 4203 and 4205 of ERISA, from a
Multiemployer Plan;

          (b) engage or permit any Person to engage in any transaction
prohibited by Section 406 of ERISA or Section 4975 of the IRC involving any
Employee Benefit Plan or Multiemployer Plan which would subject the Borrower to
any tax, penalty or other liability including a liability to indemnify;

          (c) incur or allow to exist any accumulated funding deficiency (within
the meaning of Section 412 of the IRC or Section 302 of ERISA) with respect to
any Employment Benefit Plan;

          (d) fail to make full payment when due of all amounts due as
contributions to any Employee Benefit Plan or Multiemployer Plan;

          (e) fail to comply with the requirements of Section 4980B of the IRC
or Part 6 of Title I(B) of ERISA; or


                                       64



          (f) adopt any amendment to any Employee Benefit Plan which would
require the posting of security pursuant to Section 401(a)(29) of the IRC,

where singly or cumulatively, the above event or events could reasonably be
expected to have a Material Adverse Effect.

     Section 7.9 Transactions with Affiliates. Except as otherwise permitted by
the Loan Documents, the Borrower or its Subsidiaries shall not enter into any
Contractual Obligation with any Affiliate or engage in any other transaction
with any Affiliate except upon terms as least as favorable to the Borrower or
its Subsidiaries as an arms-length transaction with unaffiliated Persons.

     Section 7.10 Accounts. The Borrower or is Subsidiaries shall not maintain
bank accounts or securities accounts other than (i) the bank accounts and
securities accounts listed in Schedule 5.27, and (ii) additional bank accounts
and securities accounts established after the Effective Date for the working
capital needs of the Borrower which are subject to Control Agreements.

     Section 7.11 Accounting Changes. The Borrower shall not change (i) its
fiscal year (except that it may change its fiscal year once so that it ends on
December 31 of each calendar year) or (ii) its accounting practices except as
required by GAAP.

     Section 7.12 Amendments of Material Documents. Without the prior written
consent of the Administrative Agent, the Borrower or its Subsidiaries shall not
(i) cancel or terminate or replace any Material Document, (ii) consent to or
accept any cancellation or termination of any Material Document (other than as
permitted without the consent of the Borrower or its Subsidiaries and without a
default in accordance with the terms of such Material Document), (iii) amend,
modify or supplement in any material respect any Material Document or any
document executed and delivered in connection therewith, in any respect that
could reasonably be expected adversely affect any material right or interest of
the Lenders or the Borrower's or its Subsidiaries' ability to pay and perform
the Obligations; (iv) waive any material default under, or material breach of,
any Material Document or waive, fail to enforce, forgive, compromise, settle,
adjust or release any material right, interest or entitlement, howsoever
arising, under, or in respect of any Material Document or in any way vary, or
agree to the variation of, any material provision of such Material Document or
of the performance of any material covenant or obligation by any other Person
under any Material Document that could reasonably be expected to adversely
affect any material any right or interest of the Lenders or the Borrower's or
its Subsidiaries' ability to pay and perform the Obligations, or (v) assign
(other than pursuant to the Security Documents) or otherwise dispose of (by
operation of law or otherwise) any part of its interest in any Material
Document; provided, however, that the Borrower or its Subsidiaries may, without
violating the provisions of this Section 7.12, do any of the foregoing without
the prior written consent of the Administrative Agent, if such actions could
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.

     Section 7.13 Joint Ventures. No Loan Party shall enter into any Joint
Venture.


                                       65



     Section 7.14 Management Fees. No Loan Party shall pay any management fees
other than (i) management fees paid by a Loan Party to another Loan Party or
Loan Parties and (ii) reasonable overhead sharing fees payable to Affiliates of
any Loan Party for legal, accounting, tax, computer and other centralized
management services provided to the Loan Parties in lieu of such Loan Parties
having their own employees for such functions.

     Section 7.15 Jurisdiction of Formation. No Loan Party shall change its
jurisdiction of formation except upon not less than ninety (90) days prior
written notice to the Administrative Agent.

     Section 7.16 Sales and Leaseback; Off-Balance Sheet Financing. The Borrower
or its Subsidiaries shall not engage in (i) any sale and leaseback transaction
with respect to any of its Property of any character, whether now owned or
hereafter acquired or (ii) any off-balance sheet transaction or other similar
transaction (excluding any Lender Hedging Arrangements); provided that the
foregoing shall not apply to barges used by the Borrower in the ordinary course
of its business to transport gas in coastwide waters.

     Section 7.17 Capital Expenditures. The Borrower or its Subsidiaries shall
not make any Capital Expenditures at any time during a Lock-Up Period if the
amount of such Capital Expenditures together with the aggregate amount of
Capital Expenditures made by the Borrower or its Subsidiaries during the then
current fiscal year of the Borrower would exceed the amount of Capital
Expenditures budgeted for such fiscal year as set forth in the Capital
Expenditure budget for such fiscal year as most recently delivered to the
Lenders pursuant to Section 6.2(b) of this Agreement; provided, however, that
the Borrower or its Subsidiaries may make Capital Expenditures that exceed the
amount of Capital Expenditures budgeted for such fiscal year if such Capital
Expenditures are necessary for the Borrower or its Subsidiaries to conduct its
business in a manner consistent with prudent engineering practice.

     Section 7.18 Foreign Assets Control Regulations. The Borrower or its
Subsidiaries shall not use the proceeds of any Borrowing:

               (i) to fund any operations of, to finance any investments or
     activities in, or to make any payments to, any person named on the list of
     Specially Designated Nationals or Blocked Persons maintained by the U.S.
     Department of the Treasury's Office of Foreign Assets Control; or

               (ii) to fund any operations in, to finance any investments or
     activities in, or to make any payments to, an agency of the government of a
     country, an organization controlled by a country, or a person resident in a
     country that is subject to a sanctions program administered by the U.S.
     Department of the Treasury's Office of Foreign Assets Control under 31
     C.F.R. Chapter V.

     Section 7.19 Backward Interest Coverage Ratio. The Borrower shall not at
any time permit the Backward Interest Coverage Ratio as of any Calculation Date
occurring more than one year after the Effective Date to be 2.50:1:00 or less.


                                       66


                                  ARTICLE VIII
                           EVENTS OF DEFAULT; REMEDIES

     Section 8.1 Events of Default. Any one or more of the following events
shall constitute an Event of Default:

          (a) the Borrower shall fail to pay any principal of any Loan or any
Hedging Termination Obligation when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise, or shall fail to pay any interest on any Loan or any
amount that is payable periodically in respect of any Hedging Obligation, when
and as the same shall become due and payable, or shall fail to transfer any
amounts to the Collateral Agent when and as required in accordance with Section
7.6(b) of this Agreement, or shall fail to pay any fee or any other amount under
the Loan Documents on the date when due, unless any such non-payment is caused
by technical or administrative error and is remedied within three (3) Business
Days.

          (b) any Loan Party shall fail to comply with any covenant or agreement
contained in Section 6.7, Section 6.8(i), Section 7.1, Section 7.2, Section 7.4,
Section 7.6 or Section 7.19 of this Agreement; or

          (c) any default shall occur under any Security Document and such
default shall continue beyond any period of grace provided with respect thereto;
or

          (d) any Loan Party shall fail to comply with any covenant or agreement
under this Agreement or under any other Loan Document (other than those
specified in subsections (a), (b) or (c) above), and such failure is not
remedied within 60 days after notice thereof from the Administrative Agent to
the Borrower (which notice will be given at the request of the Required
Lenders); provided that if such failure capable of remedy but by its nature
cannot reasonably be cured within 60 days, such Loan Party shall have such
additional time not exceeding 30 days as may be necessary to cure such failure
so long as such Loan Party proceeds with all due diligence to cure such failure,
such failure is cured within such additional time period, and such delay is not
reasonably likely to have a Material Adverse Effect; or

          (e) any representation or warranty made by the Borrower or any other
Loan Party in any Loan Document to which it is a party, or in any certificate or
document delivered to the Administrative Agent or Collateral Agent by the
Borrower or any other Loan Party pursuant to any Loan Document, shall prove to
have been incorrect when made or deemed made and a Material Adverse Effect would
reasonably be expected to result therefrom; or

          (f) any Loan Party shall (i) fail to make any payment on account of
any Indebtedness of such Person (other than the Obligations) when due (whether
at scheduled maturity, by required prepayment, upon acceleration or otherwise)
and such failure shall continue beyond any originally applicable grace period
provided with respect thereto, if the amount of such Indebtedness exceeds
$5,000,000 or the effect of such failure is to cause, or permit the holder or
holders thereof to cause, such Indebtedness of the Borrower or its Subsidiaries
(other than the Obligations) in an aggregate amount exceeding $5,000,000 to


                                       67



become redeemable, liquidated, due or otherwise payable (whether at scheduled
maturity, by required prepayment, upon acceleration or otherwise) and/or to be
secured by cash collateral or (ii) otherwise fail to observe or perform any
agreement, term or condition contained in any agreement or instrument relating
to any Indebtedness (other than the Obligations), or any other event shall occur
or condition shall exist, if the effect of such failure, event or condition is
to cause, or permit the holder or holders thereof to cause, such Indebtedness of
the Borrower or its Subsidiaries (other than the Obligations) in an aggregate
amount exceeding $5,000,000 to become redeemable, liquidated, due or otherwise
payable (whether at scheduled maturity, by required prepayment, upon
acceleration or otherwise) and/or to be secured by cash collateral; or

          (g) any Loan Party shall (i) apply for or consent to the appointment
of a receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its Property, (ii) be unable, or admit in writing its
inability, to pay its debts generally as they mature, (iii) make a general
assignment for the benefit of its or any of its creditors, (iv) be dissolved or
liquidated in full or in part, (v) become insolvent (as such term may be defined
or interpreted under any applicable statute), or (vi) commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its Property by any official in an
involuntary case or other proceeding commenced against it; or

          (h) proceedings for the appointment of a receiver, trustee, liquidator
or custodian of any Loan Party or of all or a substantial part of the Property
thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to any Loan Party or the debts
thereof under any bankruptcy, insolvency or other similar law now or hereafter
in effect shall be commenced and an order for relief entered or such proceeding
shall not be dismissed or discharged within sixty (60) days of commencement; or

          (i) a final judgment that is not covered by available insurance as
acknowledged in writing by the provider of such insurance or as certified to the
Administrative Agent by an independent insurance broker or carrier satisfactory
to the Administrative Agent is entered against the Borrower or its Subsidiaries
in excess of $5,000,000, or any non monetary final judgment is entered against
the Borrower or its Subsidiaries and the effect of such non monetary final
judgment could reasonably be expected to result in a Material Adverse Effect,
and, in each case such judgment remains unsatisfied or there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, shall not be in effect; or

          (j) (i) any Loan Document or any material term thereof shall cease,
for any reason, to be in full force and effect or any Loan Party shall so assert
in writing and any such event continues for ten (10) days after the earlier of
the Administrative Agent giving notice and the Borrower becoming aware of such
event; or (ii) any Security Document shall cease, except in accordance with its
terms, to be effective to grant a perfected Lien on the Collateral described
therein (other than on an immaterial portion thereof) with the priority
purported to be created thereby; or (iii) the Borrower or its Subsidiaries shall
issue, create or permit to be outstanding


                                       68



any Equity Securities which shall not be subject to a first priority perfected
Lien under the Security Agreement; or

          (k) any Reportable Event which the Administrative Agent reasonably
believes in good faith constitutes grounds for the termination of any Plan by
the PBGC or for the appointment of a trustee by the PBGC to administer any Plan
shall occur and be continuing for a period of thirty (30) days or more after
notice thereof is provided to the Borrower by the Administrative Agent, or a
trustee shall be appointed by the PBGC to administer any Plan; or

          (l) except for in the case of force majeure in which case this Section
8.1(l) shall not apply, the Borrower or its Subsidiaries shall abandon its
business operations, which abandonment shall be deemed to have occurred if the
Borrower or its Subsidiaries fails, without reasonable cause, to conduct
business operations in the ordinary course for a continuous period of more than
30 days; or

          (m) any material Governmental Authorization necessary (i) for the
execution, delivery and performance by any Loan Party of any of the Loan
Documents or Material Documents to which it is a party, or for the performance
by any Loan Party of its material rights and obligations under any of the Loan
Documents or Material Documents to which it is a party or (ii) for the
ownership, leasing or operation of any material portion of the business of the
Loan Parties (determined on a consolidated basis) as conducted as of the date
hereof, shall be revoked, terminated, withdrawn, suspended or materially
modified unless (x) such Governmental Authorization is reinstated within 10 days
after the occurrence of such event (or such longer period as is necessary to
reinstate such Governmental Authorization, so long as the applicable Loan Party
is diligently pursuing such reinstatement and such extension of time does not
result or could reasonably be expected to result in a Material Adverse Effect) ,
or (y) the revocation, termination, withdrawal, suspension or modification of
such Governmental Authorization does not result in or could not reasonably be
expected to result in a Material Adverse Effect;

          (n) it becomes unlawful for the Borrower or its Subsidiaries to
perform any of its obligations under the Loan Documents (other than an
illegality referred to in Section 3.3) and such illegality could reasonably be
expected to have a Material Adverse Effect; or

          (o) any change in the financial condition or results of operations of
the Borrower or its Subsidiaries shall have occurred since the date of the
latest audited Financial Statements of the Borrower delivered to the
Administrative Agent which could reasonably be expected to have a Material
Adverse Effect.

     Section 8.2 Remedies Upon Event of Default.

          (a) If any Event of Default occurs and is continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall:
(i) by notice to the Borrower, declare the Commitments to be terminated,
whereupon the same shall forthwith terminate; (ii) declare the entire unpaid
principal amount of the Loans (together with all accrued and unpaid interest
thereon and any other amount then due under the Loan Documents) and all other
Obligations to be forthwith due and payable, whereupon such amounts shall become
and be forthwith due and


                                       69


payable, without presentment, demand, protest, or notice of any kind, all of
which are hereby expressly waived by the Borrower; and/or (iii) subject to the
prior approval of any required Governmental Authority or the provisions of any
Governmental Authorization, instruct the Collateral Agent to foreclose on any or
all of the Collateral and/or proceed to enforce all remedies available to the
Administrative Agent (or Collateral Agent) pursuant to the Loan Documents or
otherwise as a matter of law. Notwithstanding the foregoing, if an Event of
Default referred to in Section 8.1(h) or (i) of this Agreement shall occur with
respect to the Borrower, automatically and without notice the actions described
in clauses (i) and (ii) above shall be deemed to have occurred.

          (b) No Financing Party may, except with the prior consent of the
Required Lenders (i) enforce any security interest created or evidenced by any
Security Document or require the Administrative Agent to enforce any such
security interest (provided that the foregoing shall not limit any right of
setoff by a Lender permitted hereunder); (ii) sue for or institute any
creditor's process (including an injunction, garnishment, execution or levy,
whether before or after judgment) in respect of any Obligation (whether or not
for the payment of money) owing to it under or in respect of any Loan Document;
(iii) take any step for the winding-up, administration of or dissolution of, or
any insolvency proceeding in relation to, the Borrower or its Subsidiaries, or
for a voluntary arrangement, scheme of arrangement or other analogous step in
relation to the Borrower or its Subsidiaries, or (iv) apply for any order for an
injunction or specific performance in respect of the Borrower or its
Subsidiaries in relation to any of the Loan Documents. Each of the Financing
Parties shall be subject to the terms and provisions of the Intercreditor
Agreement as if it was a signatory thereto.

                                   ARTICLE IX
                                     AGENTS

     Section 9.1 Appointment and Authorization of Agents.

     Each Financing Party hereby irrevocably appoints, designates and authorizes
the Agents to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere
herein or in any other Loan Document, neither of the Agents shall have any
duties or responsibilities, except those expressly set forth herein or in the
Security Documents, nor shall the Agents have or be deemed to have any fiduciary
relationship with any Financing Party or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agents. Without limiting the generality of the foregoing sentence, the use of
the term "agent" herein and in the other Loan Documents with reference to the
Agents is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Legal Requirement.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.


                                       70



     Section 9.2 Delegation of Duties. Each Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. Neither
Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.

     Section 9.3 Liability of Agents. None of the Agents, their respective
officers, directors, employees, agents, attorneys-in-fact and Affiliates shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Financing Party or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agents under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. None of the Agents and any of their
respective officers, directors, employees, agents, attorneys-in-fact and
Affiliates shall be under any obligation to any Financing Party or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

     Section 9.4 Reliance by Agents. Each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by such Agent. Each
Agent shall be fully justified in failing or refusing to take any action under
any Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate and, if it so request, it shall
first be indemnified to its satisfaction by the Financing Parties against any
and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action, provided that neither Agent shall be
required to take any action that would expose them it to personal liability or
that is contrary to the Loan Documents or applicable Legal Requirements. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders (or such greater number of Lenders as
may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders.

     Section 9.5 Notice of Default. The Agents shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the


                                       71


payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Financing Parties, unless the
Administrative Agent shall have received written notice from a Financing Party
or the Borrower referring to this Agreement, describing such Default and stating
that such notice is a "notice of default." The Administrative Agent will notify
the Financing Parties of its receipt of any such notice. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
may be directed by the Required Lenders (or such other number or percentage of
Lenders as shall be necessary under the circumstances as provided in Section
11.1 of this Agreement; provided, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Financing Parties.

     Section 9.6 Credit Decision; Disclosure of Information. Each Financing
Party acknowledges that neither the Agents nor any of their officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representation
or warranty to it, and that no act by the Agents hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any Loan
Party or any Affiliate thereof, shall be deemed to constitute any representation
or warranty by the Agents or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates to any Financing Party as to any matter,
including whether the Agents or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates have disclosed material information in
their possession. Each Financing Party represents to the Agents that it has,
independently and without reliance upon the Agents or any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
respective Subsidiaries, and all applicable bank or other regulatory Laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrower hereunder. Each
Financing Party also represents that it will, independently and without reliance
upon the Agents or any of their officers, directors, employees, agents,
attorneys-in-fact or Affiliates and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Financing
Parties by the Administrative Agent herein, neither Agent shall have any duty or
responsibility to provide any Financing Party with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any of its Affiliates
which may come into the possession of the Agents or any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

     Section 9.7 Indemnification. To the extent that the Borrower fails to pay
any amount required to be paid by it to the Agents or any Indemnitee, each
Lender severally agrees to pay to the Agents or such Indemnitee such Lender's
Pro Rata Share (determined as of the time that the


                                       72



applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount. The undertaking in this Section shall survive termination of the
Commitments, the payment of all Obligations and the resignation of either Agent.

     Section 9.8 Agents in their Individual Capacities. The Agents and their
respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though the
Agents were not the Agents hereunder and without notice to or consent of the
Financing Parties. The Financing Parties acknowledge that, pursuant to such
activities, the Agents or their respective Affiliates may receive information
regarding any Loan Party or their respective Affiliates (including information
that may be subject to confidentiality obligations in favor of such Loan Party
or such Affiliate) and acknowledge that the Agents shall be under no obligation
to provide such information to them. With respect to their Loans or other
Outstanding Exposure, the Agents shall have the same rights and powers under
this Agreement as any other Financing Party and may exercise such rights and
powers as though it were not the Administrative Agent or the Collateral Agent,
as the case may be.

     Section 9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders,
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor administrative agent, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Section 11.3 of this
Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement. If no
successor administrative agent has accepted appointment as Administrative Agent
by the date which is 30 days following a retiring Administrative Agent's notice
of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

     Section 9.10 Lead Arranger. The Lead Arranger shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than, to the extent it is a Lender or the Administrative Agent, those applicable
to all Lenders or the Administrative Agent, as the case may be, as such. Each
Lender acknowledges that it has not relied, and will not rely,


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on the Lead Arranger in deciding to enter into this Agreement or in taking or
not taking action hereunder.

                                    ARTICLE X
                              HEDGING ARRANGEMENTS

     Section 10.1 Hedging Payments. Each Hedging Bank agrees that it shall not
(i) demand (other than as may be necessary in order to exercise any right to
terminate any Hedging Transaction pursuant to a Lender Hedging Agreement as
permitted under Section 10.2 of this Agreement or required under Section 10.3 of
this Agreement) or receive payment, prepayment or repayment of, or any
distribution in respect of, or on account of, any of the Hedging Obligations in
cash or in kind, or apply any money or property in or towards the discharge of
any Hedging Obligations except for scheduled payments arising under the terms of
the Lender Hedging Agreements, or (ii) permit to exist or receive any security
interest or any financial support (including the giving of any guarantee or the
making of any deposit or payment) for or in respect of any of the Hedging
Obligations other than under the Loan Documents.

     Section 10.2 Voluntary Termination. Each Hedging Bank agrees that it may
terminate a Hedging Transaction pursuant to a Lender Hedging Agreement only upon
the occurrence of any of the following events: (i) the Administrative Agent has
declared that all of the amounts outstanding under the Loan Documents are
immediately due and payable or such acceleration has occurred without notice
from the Administrative Agent pursuant to Section 8.2(a) of this Agreement, (ii)
the Required Lenders have directed the Administrative Agent to seek a lifting of
the automatic stay or any other stay in any Bankruptcy Proceeding so as to
permit an acceleration of all of the amounts outstanding under the Loan
Documents pursuant to Section 8.2(a) of this Agreement, (iii) early termination
is permitted in accordance with the terms of such Lender Hedging Agreement by
the Hedging Bank in the event it becomes unlawful for such Hedging Bank to
perform any absolute or contingent obligation under such Lender Hedging
Agreement, (iv) early termination is permitted in accordance with the terms of
such Lender Hedging Agreement upon the occurrence of a tax event or tax event
upon merger, (v) the Administrative Agent has requested such termination in
accordance with Section 9.3 of this Agreement, or (vi) an Event of Default
occurs under Section 8.1(a) with respect to the Lender Hedging Agreement entered
into by such Hedging Bank.

     Section 10.3 Involuntary Termination or Reduction.

          (a) If the Administrative Agent has declared that all of the amounts
outstanding under the Loan Documents are immediately due and payable or such
acceleration has occurred without notice from the Administrative Agent pursuant
to Section 8.2(a) of this Agreement, each Hedging Bank agrees that, at the
written request of the Administrative Agent (acting at the direction of the
Required Lenders), such Hedging Bank shall exercise its rights to terminate all
hedging transactions under each Lender Hedging Agreement to which it is a party.

          (b) If the aggregate notional amounts hedged under the Lender Hedging
Agreements exceed by more than ten percent (10%) the aggregate principal amount
of the Loans


                                       74



for a period of more than sixty (60) days, the Administrative Agent (acting at
the direction of the Required Lenders) may, by notice to the Hedging Banks and
the Borrower, require that the amounts hedged under the Lender Hedging
Agreements be reduced (allocated ratably among the Lender Hedging Agreements
according to the respective amounts hedged thereunder) to a level equal to no
more than 110% and no less than 100% of the Loans outstanding.

     Section 10.4 Agreement to be Bound by Loan Documents; Benefit of Lien of
Security Documents. By entering the Lender Hedging Agreements, each Hedging Bank
shall be deemed to have agreed to be bound by the provisions set forth in this
Agreement applicable to Hedging Banks and Financing Parties. So long as the
terms thereof are in compliance with this Agreement, each Lender Hedging
Agreement shall be secured by the Liens created by the Security Documents on a
pari passu basis.

                                   ARTICLE XI
                                 MISCELLANEOUS

     Section 11.1 Amendments; Waivers.

          (a) No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Borrower or any
other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent; provided that no such
amendment, waiver or consent shall: (i) extend or increase the Commitment of any
Lender without the written consent of such Lender; (ii) postpone any date fixed
by this Agreement or any other Loan Document for any payment or mandatory
prepayment of principal, interest, fees or other amounts due to the Lenders (or
any of them), or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender directly affected thereby; (iii)
reduce the principal of, or the rate of interest specified herein on, any Loan,
or any fees or other amounts payable hereunder or under any other Loan Document,
or change the manner of calculation of the amount of any mandatory prepayment
that would result in a reduction of any such prepayment, without the written
consent of each Lender directly affected thereby; (iv) change Section 2.12 of
this Agreement in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender; (v) change any
provision of this Section or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; or (vi)
release all or any material part of the Collateral without the written consent
of each Lender and Hedging Bank (except that (A) any release in connection with
a sale or other disposition of Collateral authorized by Section 7.3 of this
Agreement shall not require the approval of any Lender or Hedging Bank) and (B)
any amendment, waiver or consent which modifies the terms of Section 7.3 of this
Agreement (including any modification relating to the prepayment of proceeds
from any such sale or other disposition) shall require the consent of the
Required Lenders); and provided, further, that (A) no amendment, waiver or
consent shall, without the written consent of the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document, (B) no
amendment, waiver or consent shall, without the written


                                       75



consent of each Hedging Bank directly affected thereby in addition to the
Lenders required above, affect the rights or duties of such Hedging Bank under
this Agreement or any other Loan Document, and (C) any separate fee agreement
between the Borrower and the Administrative Agent in its capacity as such or
between the Borrower and the Lead Arranger in their capacities as such may be
amended or modified by such parties; and provided, further, that any waiver of
conditions precedent set forth in Section 4.1(f) of this Agreement which relate
to the perfection of a security interest in Collateral can be waived by the
Administrative Agent in its discretion, provided that such condition shall
instead be satisfied after the Effective Date and within time periods
established by the Administrative Agent in its discretion.

          (b) No failure or delay by the Administrative Agent, or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (a) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

     Section 11.2 Notices.

          (a) Unless otherwise expressly provided herein, (and subject to
paragraph (c) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

               (i)  if to MGH:

                    Macquarie Gas Holdings, LLC
                    125 West 55 Street
                    22nd Floor
                    New York, NY 10019
                    Attention: William Cavers
                    Telephone : 212 231 1660
                    Facsimile: 212 231 1828


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               (ii) the Borrower:

                    The Gas Company, LLC
                    P.O. Box 3000
                    Honolulu, HI 96802
                    Attention: Jim Yates
                    Telephone : 808-535-5908
                    Facsimile: 808-535-5942:

                    with a copy to:

                    Attention: George Aoki
                    Telephone: 808-535-5912
                    Facsimile: 808-535-5942

               (iii) if to the Administrative Agent:

                    Dresdner Bank AG, London Branch
                    Loan Operations, London
                    IB Operations
                    Riverbank House
                    2 Swan Lake
                    London EC4R 3UX
                    Attention: greg.corsale@drkw.com
                    Telephone: 44 (0)20 7475 2034
                    Facsimile: 44(0)20 7623 4118

               (iv) if to any Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

          (b) Loan Documents may be transmitted and/or signed by facsimile. The
effectiveness of any such documents and signatures shall, subject to applicable
Legal Requirements, have the same force and effect as manually-signed originals
and shall be binding on all Loan Parties, the Administrative Agent and the
Lenders. The Administrative Agent may also require that any such documents and
signatures be confirmed by a manually-signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

          (c) Electronic mail and internet and intranet websites may be used
only to distribute routine communications, such as Financial Statements and
other information as provided in Section 6.1 of this Agreement, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

          (d) Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the Borrower and the
Administrative Agent.


                                       77


All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt.

     Section 11.3 Expenses; Indemnity; Damage Waiver.

          (a) The Borrower shall pay (i) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable and documented fees, charges and disbursements of
counsel for the Administrative Agent, in connection with the preparation,
negotiation and execution of this Agreement and the other Loan Documents and any
amendment, modification or waiver of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated),
the syndication of the credit facilities provided for herein, and administration
of the transactions contemplated hereby and thereby, and (ii) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent or any
Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement,
attempted enforcement or protection of its rights in connection with this
Agreement or any other Loan Document, including its rights under this Section,
or in connection with the Loans made hereunder, including all such reasonable
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of the Obligations.

          (b) The Borrower shall indemnify the Administrative Agent, each Lender
and each of the officers, directors, employees, agents, attorneys-in-fact and
Affiliates of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the
reasonable and documented fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any agreement or instrument contemplated thereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the transactions contemplated thereby, the consummation of the Acquisition
and the consummation of the HGC Financing, (ii) any Commitment or Loan or the
use of the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by any Loan
Party, or liability under any Environmental Laws related in any way to any Loan
Party, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory; provided, that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence, bad faith
or willful misconduct of such Indemnitee.

          (c) In the event that any claim or demand by a third party for which
the Borrower may be required to indemnify an Indemnitee hereunder (a "Claim") is
asserted against or sought to be collected from any Indemnitee by a third party,
such Indemnitee shall as promptly as practicable notify the Borrower in writing
of such Claim, and such notice shall specify (to the extent known) in reasonable
detail the amount of such Claim and any relevant facts and circumstances
relating thereto; provided, however, that any failure to give such prompt notice
or to provide any such facts and circumstances shall not constitute a waiver of
any rights


                                       78



of the Indemnitee, except to the extent that the rights of the Borrower are
actually prejudiced thereby.

          (d) The Borrower shall be entitled to appoint counsel of its choice at
the expense of the Borrower to represent an Indemnitee in any action for which
indemnification is sought (in which case the Borrower shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by that
Indemnitee except as set forth below); provided, however, that such counsel
shall be satisfactory to such Indemnitee. Notwithstanding the Borrower's
election to appoint counsel to represent an Indemnitee in any action, such
Indemnitee shall have the right to employ separate counsel (including local
counsel, but only one such counsel in any jurisdiction in connection with any
action), and the Borrower shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the Borrower to
represent the Indemnitee would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the Indemnitee and the Borrower and the Indemnitee shall have
reasonably concluded that there may be legal defenses available to it and/or
other Indemnitees which are different from or additional to those available to
the Borrower; (iii) the Borrower shall not have employed counsel to represent
the Indemnitee within a reasonable time after notice of the institution of such
action; or (iv) the Borrower shall authorize the Indemnitee to employ separate
counsel at the Borrower's expense. The Borrower shall not be liable for any
settlement or compromise of any action or claim by an Indemnitee affected
without your prior written consent, which consent shall not be unreasonably
withheld.

          (e) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or arising out of the activities in connection herewith or
therewith.

          (f) All amounts due under this Section shall be payable not later than
thirty (30) days after written demand therefor.

          (g) The agreements in this Section shall survive the termination of
the Commitments and repayment of all other Obligations.

     Section 11.4 Successors and Assigns.

          (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto (excluding the Borrower) upon the execution
and delivery hereof by MGH and Dresdner Bank AG, London Branch, as
Administrative Agent and Lender and their respective successors and assigns
permitted hereby, and upon the execution and delivery hereof by the Borrower,
shall be binding upon and inure to the benefit of all of the parties hereto,
except that (i) neither MGH nor the Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no


                                       79



Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          (b) (i) Any Lender may assign to one or more other Lenders, Affiliates
of any Lender or Eligible Assignees approved by the Administrative Agent and (so
long as no Event of Default is continuing) the Borrower (which approvals shall
not be unreasonably withheld or delayed) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it); provided that (A) no approval of the
Administrative Agent or the Borrower shall be required for any assignment to an
assignee that is a Lender or an Affiliate of a Lender immediately prior to
giving effect to such assignment, (B) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender's Loans and Commitment, the amount of the Loans
and Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents; (C)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement; (D)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 and any required tax forms; and (E) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

               (ii) Subject to acceptance and recording thereof pursuant to
     paragraph (b)(iv) of this Section, from and after the effective date
     specified in each Assignment and Assumption the assignee thereunder shall
     be a party hereto and, to the extent of the interest assigned by such
     Assignment and Assumption, have the rights and obligations of a Lender
     under this Agreement, and the assigning Lender thereunder shall, to the
     extent of the interest assigned by such Assignment and Assumption, be
     released from its obligations under this Agreement (and, in the case of an
     Assignment and Assumption covering all of the assigning Lender's rights and
     obligations under this Agreement, such Lender shall cease to be a party
     hereto but shall continue to be entitled to the benefits of Sections 3.1,
     3.3, 3.4 and 11.3 of this Agreement). Upon request, the Borrower (at its
     expense) shall execute and deliver a Note to the assignee Lender. Any
     assignment or transfer by a Lender of rights or obligations under this
     Agreement that does not comply with this Section 11.4 shall be treated for
     purposes of this Agreement as a sale by such Lender of a participation in
     such rights and obligations in accordance with paragraph (c) of this
     Section.

               (iii) The Administrative Agent, acting solely for this purpose as
     an agent of the Borrower, shall maintain at one of its offices a copy of
     each Assignment and Assumption delivered to it and a register for the
     recordation of the names and


                                       80



     addresses of the Lenders, and the Commitment of, and principal amount of
     the Loans owing to, each Lender pursuant to the terms hereof from time to
     time (the "Register"). The entries in the Register shall be conclusive, and
     the Borrower, the Administrative Agent and the Lenders may treat each
     Person whose name is recorded in the Register pursuant to the terms hereof
     as a Lender hereunder for all purposes of this Agreement, notwithstanding
     notice to the contrary. The Register shall be available for inspection by
     the Borrower and any Lender, at any reasonable time and from time to time
     upon reasonable prior notice.

               (iv) Upon its receipt of a duly completed Assignment and
     Assumption and required tax forms executed by an assigning Lender and an
     Eligible Assignee, the assignee's completed Administrative Questionnaire
     (unless the assignee shall already be a Lender hereunder) and the
     processing and recordation fee referred to in paragraph (b)(i) of this
     Section, the Administrative Agent shall accept such Assignment and
     Assumption and record the information contained therein in the Register. No
     assignment shall be effective for purposes of this Agreement unless it has
     been recorded in the Register as provided in this paragraph.

          (c) (i) Any Lender may, without the consent of or notice to the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (each, a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
11.1(a) of this Agreement that affects such Participant. Subject to paragraph
(c)(ii) of this Section, the Borrower agrees that each Participant shall be
entitled to the benefits of Sections 3.1, 3.3 and 3.4 of this Agreement to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.

               (ii) A Participant shall not be entitled to receive any greater
     payment under Section 3.1, 3.4 or 3.5 of this Agreement than the applicable
     Lender would have been entitled to receive with respect to the
     participation sold to such Participant. Without limitation of the preceding
     sentence, (i) a Participant that would be a Foreign Lender if it were a
     Lender shall not be entitled to the benefits of Section 3.1 of this
     Agreement unless the Borrower is notified of the participation sold to such
     Participant and such Participant agrees, for the benefit of the Borrower,
     to comply with Section 3.1(e) of this Agreement as though it were a Lender
     and (ii) a Participant that is a United States resident individual shall
     not be entitled to the benefits of Section 3.1 as if it


                                       81



     were a Lender unless the Participant agrees to comply with Section 3.1(g)
     of this Agreement as though it were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

     Section 11.5 Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any Governmental Authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement or any other Loan Document, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or their respective
advisers, or (ii) any actual or prospective counterparty (or their respective
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information becomes publicly available other than as a result of a breach of
this Section. For the purposes of this Section, "Information" means all
information received from the Borrower relating to any Loan Party or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrower that is not prohibited from transmitting the information
to the Administrative Agent or such Lender by a contractual or legal obligation.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

     Section 11.6 Limitation on Interest. Notwithstanding anything to the
contrary contained in any Loan Document, the interest and fees paid or agreed to
be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Legal Requirement (the "Maximum
Rate"). If the Administrative Agent or any Lender shall receive interest or a
fee in an amount that exceeds the Maximum Rate, the excessive interest or fee
shall be applied to the principal of the outstanding Obligations or, if it
exceeds the unpaid principal, refunded to Borrower. In determining whether the
interest or a fee contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Legal Requirement, (a) characterize any payment that is
not principal as an expense, fee, or premium rather than interest, (b) exclude


                                       82



voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations.

     Section 11.7 Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured; provided that if any such set off is effected
prior to acceleration of the Loans pursuant to Section 8.2 of this Agreement and
all Events of Default are cured prior to any such acceleration, such set off
shall be rescinded and the deposits and other amounts so set off shall be
restored to the Borrower, without interest. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

     Section 11.8 Nonliability of Lenders. The Borrower acknowledges and agrees
that:

          (a) Any inspections of any property of the Borrower made by or through
the Administrative Agent or Lenders are for purposes of administration of the
Loan Documents only, and the Borrower is not entitled to rely upon the same
(whether or not such inspections are at the expense of Borrower);

          (b) The relationship between the Borrower and the Administrative Agent
and Lenders is, and shall at all times remain, solely that of borrowers and
lenders; neither the Administrative Agent nor any Lender shall under any
circumstance be construed to be partners or joint venturers of any Loan Party or
its Affiliates; neither the Administrative Agent nor any Lender shall under any
circumstance be deemed to be in a relationship of confidence or trust or a
fiduciary relationship with any Loan Party or its Affiliates, or to owe any
fiduciary duty to any Loan Party or its Affiliates; neither the Administrative
Agent nor the Lenders undertake or assume any responsibility or duty to any Loan
Party or its Affiliates to select, review, inspect, supervise, pass judgment
upon or inform any such Person of any matter in connection with the operations
of such Person; each Loan Party and its Affiliates shall rely entirely upon
their own judgment with respect to such matters; and any review, inspection,
supervision, exercise of judgment or supply of information undertaken or assumed
by the Administrative Agent or any Lender in connection with such matters is
solely for the protection of the Administrative Agent and each Lenders and
neither any Loan Party nor any other Person is entitled to rely thereon; and

     Section 11.9 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document


                                       83



shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

     Section 11.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York.

     Section 11.11 Submission To Jurisdiction; WAIVER OF JURY TRIAL.

          (a) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, solely for purposes of any action or proceeding arising out of
or relating to this Agreement (and not as a general submission to New York law),
or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent, or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.

          (b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (a) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.2 of this Agreement.
Nothing in this Agreement will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

          (d) EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT
MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUR OF OR RELATING TO
ANY LOAN DOCUMENT OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.


                                       84



     Section 11.12 Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     Section 11.13 Headings. The table of contents and the headings of Articles,
Sections, Exhibits and Schedules have been included herein for convenience of
reference only, are not part of this Agreement, and shall not be taken into
consideration in interpreting this Agreement.

     Section 11.14 Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the parties
shall be maintained by the Borrower and the Administrative Agent.

                                   ARTICLE XII
                               INTERIM PROVISIONS

     Section 12.1 Representations, Warranties and Covenants of MGH. MGH
represents and warrants to the Administrative Agent and the Lenders that (i) the
representations and warranties to be made by the Borrower under Sections 5.1,
5.2, 5.3, 5.4, 5.5(a), 5.6 and 5.7 of this Agreement are true and correct
insofar as they relate to MGH, (ii) Macquarie Investment Holdings Inc. has
assigned to MIC, and MIC has assigned to MGH, all of its right, title and
interest in the Acquisition Agreement, (iii) true and correct copies of the
agreements pursuant to which such assignments were made have been provided to
the Administrative Agent and (iv) the Acquisition Agreement is in full force and
effect and a true, correct and complete copy thereof has been provided to the
Administrative Agent.

     Section 12.2 Certain Rights and Obligations. Until the Borrower shall
become a party to this Agreement or the Commitments are terminated:

          (a) MGH shall be bound by the provisions of this Agreement and perform
the obligations of the Borrower under this Agreement as if it were the Borrower
(excluding all provisions of, or obligations arising under, in Articles V, VI
and VII of this Agreement); provided, however, that MGH also agrees to perform
the obligations of the Borrower set forth in Section 6.2 of this Agreement to
the extent that MGH shall be able to do so by virtue of any rights that it may
have under the Acquisition Agreement or by virtue of the Borrower providing any
information or notice of the type referred to therein. Until the Borrower shall
become a party to this Agreement or the Commitments are terminated, MGH may
exercise any of the rights of the Borrower hereunder;


                                       85



          (b) no amendment or waiver of this Agreement pursuant to Section 11.1
of this Agreement shall require the consent of the Borrower;

          (c) the Borrower shall have no rights or obligations under this
Agreement; and

          (d) the Borrower shall not be deemed to have made any representations
or warranties under this Agreement and shall not be subject to any of the
covenants set forth herein..

     Section 12.3 Covenants of MGH. Until the earlier of the Effective Date or
the date on which Commitments are terminated, MGH covenants and agrees that:

          (a) MGH shall not agree to waive or amend any material provision of
the Acquisition Agreement;

          (b) MGH shall deliver to the Lenders, promptly after receipt thereof,
copies all financial statements, notices and all other material information
delivered to it by the Seller pursuant to the Acquisition Agreement and copies
of any material correspondence delivered by the Seller to MGH concerning the
Acquisition Agreement;

          (c) MGH shall not disclose to any Person any of the terms of this
Agreement other than in connection with seeking to obtain any Governmental
Authorization that may be necessary for the execution, delivery and performance
by the Loan Parties of the Loan Documents or as a result of any filing required
by any Governmental Authority; and

          (d) MGH shall use commercially reasonable efforts to seek to obtain
any Governmental Authorizations that may be necessary for the execution,
delivery and performance by the Loan Parties of the Loan Documents and for the
consummation of the Acquisition and the HGC Financing.

     Section 12.4 Governmental Authorizations. In connection with seeking to
obtain all Governmental Authorizations necessary for the execution, delivery and
performance by the Loan Parties of the Loan Documents and for the consummation
of the Acquisition and the HGC Financing, MGH will keep the Administrative Agent
and the Lenders informed as to the status thereof and developments in connection
therewith. In the event that it becomes apparent that a modification to any
provision of this Agreement or the other Loan Documents contemplated by this
Agreement relating to the Collateral contemplated to secure the Obligations will
be required in order to obtain any such Governmental Authorization, the Lenders
and MGH agree to negotiate in good faith to effectuate such modification.

                           [signature pages to follow]


                                       86


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.

                                        MACQUARIE GAS HOLDINGS, LLC


                                        By: /s/ Peter Stokes
                                            ------------------------------------
                                        Name: Peter Stokes
                                        Title: Chief Executive Officer


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:




                                        THE GAS COMPANY, LLC, as the Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:




                                        DRESDNER BANK AG, LONDON BRANCH, as the
                                        Administrative Agent and as Lender


                                        By: /s/ Jorge E Rodriguez
                                            ------------------------------------
                                        Name: Jorge E Rodriguez
                                        Title: Authorized Signatory


                                        By: /s/ Edmund M. Robinson
                                            ------------------------------------
                                        Name: Edmund M. Robinson
                                        Title: Authorized Signatory



                                        COMMONWEALTH BANK OF AUSTRALIA, as
                                        Lender


                                        By: /s/ John J Scheurer
                                            ------------------------------------
                                        Name: John J Scheurer
                                        Title: Head Utilities & Energy


                                        By: /s/ Brian Hall
                                            ------------------------------------
                                        Name: Brian Hall
                                        Title: Risk Executive



                                        ROYAL BANK OF CANADA, as Lender


                                        By: /s/ Alan Buxton
                                            ------------------------------------
                                        Name: Alan Buxton
                                        Title: Director


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:




                                        LLOYDS TSB BANK PLC, as Lender


                                        By: /s/ Russell Protti
                                            ------------------------------------
                                        Name: Russell Protti
                                        Title: AVP


                                        By: /s/ Paul Briamonte
                                            ------------------------------------
                                        Name: Paul D. Briamonte
                                        Title: Director



                                        BAYERISCHE LANDESBANK, as Lender


                                        By: /s/ John Gregory
                                            ------------------------------------
                                        Name: John Gregory
                                        Title: Vice President


                                        By: /s/ Norman McClave
                                            ------------------------------------
                                        Name: Norman McClave
                                        Title: First Vice President



                           SCHEDULES TO LOAN AGREEMENT



                                                                    Schedule 2.1
                                                               to Loan Agreement

                         COMMITMENTS AND PRO RATA SHARES



                                                                      REVOLVING
                           TERM LOAN     PRO RATA   REVOLVING LOAN    LOAN PRO
        LENDER            COMMITMENT       SHARE      COMMITMENT     RATA SHARE   TOTAL COMMITMENTS
        ------          --------------   --------   --------------   ----------   -----------------
                                                                   
Commonwealth Bank of
Australia               $22,222,222.22      28%     $ 5,555,555.56       28%       $ 27,777,777.78

Dresdner Kleinwort
Wasserstein Limited     $20,755,555.56      26%     $ 5,288,888.88       26%       $ 26,044,444.44

Royal Bank of Canada    $13,200,000.00      17%     $ 3,200,000.00       16%       $ 16,400,000.00

Lloyds TSB Bank plc     $12,711,111.11      16%     $ 3,177,777.78       16%       $ 15,888,888.89

Bayerische Landesbank   $11,111,111.11      14%     $ 2,777,777.78       14%       $ 13,888,888.89
                        --------------     ---      --------------      ---        ---------------
Total                   $80,000,000.00     100%     $20,000,000.00      100%       $100,000,000.00
                        ==============     ===      ==============      ===        ===============



                                  Sched. 2.1-1



                                                                    Schedule 5.5
                                                               to Loan Agreement

                                    APPROVALS

1.   Credit Agreement dated as of August 8, 2003 among HGC Holdings, L.L.C., as
     Borrower, certain subsidiaries and affiliates of Borrower, Bank of America,
     N.A., First Hawaiian Bank, Central Pacific Bank, and City Bank, as Lenders,
     and Bank of America, N.A., as Administrative Agent, contains a Change of
     Control restriction that would need to be modified or waived if the
     commitment is not terminated prior to the Effective Date.

2.   Approval of the U. S. Federal Trade Commission and U.S. Department of
     Justice, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
     1976, as amended.

3.   Approval of the Federal Communications Commission, with respect to the
     following FCC licenses: (1) Microwave License WPOS665, (2) Radio Station
     License KXE351 and (3) Radio Station License KUA344.

4.   Approval of the Hawaii Public Utilities Commission.

5.   Approval of the State of Hawaii, Department of Land and Natural Resources
     in connection with General Lease No. S-5547 dated February 11, 1999,
     covering land located at Waiakea, South Hilo, Hawaii, TMK: #2-2-027.

6.   Approval of the State of Hawaii, Department of Transportation (Harbors
     Division) with respect to (1) Harbor Lease No. 94-1, dated December 31,
     1994, re: Nawiliwili Harbor pipeline easements and (2) Harbor Lease No.
     94-4, dated January 1, 1995, re: pipeline easements for Pier 38, Honolulu,
     Oahu.


                                  Sched. 5.5-1



                                                                    Schedule 5.7
                                                               to Loan Agreement

                           LITIGATION AND PROCEEDINGS

None.


                                  Sched. 5.7-1


                                                                    Schedule 5.8
                                                               to Loan Agreement

                                     LEASES

OAHU

     Revocable Permit H-03-2424, dated August 8, 2003, from State of Hawaii
     Department of Transportation (Harbors Division), re: storage and
     distribution at Pier 38, Honolulu Harbor, TMK 1-5-42-7.

     Lease H-80-9, dated January 9, 1981, with the State of Hawaii, re: Energy
     Corridor, Barbers Point to Honolulu.

     Lease 20.400-1 dated October 18, 1971, with The Trustees of the Estate of
     Bernice Pauahi Bishop, re: Kaneohe base yard, TMK 4-6-30-46.

     Memorandum of Lease, dated August 23, 1956, and June 23, 1986, with Maxine
     Alexandria Bruns, re: tank site in Ewa Beach, TMK 9-1-030-054.

     Lease 4047, dated June 24, 1982, with The Estate of James Campbell, re:
     pipeline easement at Campbell Industrial Park.

     Lease L01180900, dated December 29, 2000, with The Estate of James
     Campbell, at Campbell Industrial Park, Lot 7306, TMK 9-1-74:35 (por).

     Lease H-94-4,dated January 1, 1995, re: pipeline easements at Pier 38,
     Honolulu Harbor, TMK 1-5-42-1.

     Lease H-69-4, dated July 11, 1969, with the State of Hawaii Department of
     Transportation (Harbors Division), re: pipeline easement at Piers 37 and
     38, Honolulu Harbor, TMK 1-5-42-1.

     Lease H-72-15, dated March 13, 1973, with the State of Hawaii Department of
     Transportation (Harbors Division), re: electrical easement at Pier 37,
     Honolulu Harbor, TMK 1-5-42.

     License 244, dated November 1, 1989, with the State of Hawaii, Hawaiian
     Home Lands, re: pipeline easement in Honolulu (Papakolea-Kewalo
     Subdivision), TNK 2-4-41.

     License 366, dated January 27, 1995, with the State of Hawaii, Hawaiian
     Home Lands, re: pipeline easement in Nanakuli, TMK 8-7-07:4.

     Revocable Permit 5570, dated November 1, 1997, with the State of Hawaii
     Department of Transportation (Airport Division), re: tank site at Honolulu
     International Airport.

                                  Sched. 5.8-1



     Lease 25,961, dated August 10, 1982, with the Trustees of the Estate of
     Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Waialae Nui), TMK
     3-5-059.

     Lease 8095, dated November 1, 1947, with the Trustees of the estate of
     Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Kapalama - Kohou
     Tract).

     Lease 21,092, dated December 13, 1972, with the Trustees of the Estate of
     Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Portlock Road),
     TMK 3-19-16:37.

     Lease 992, dated June 18, 1974, with BHP Hawaii, re SNG plant ground lease
     at Campbell Industrial Park, TMK 9-1-31:30, as amended by Fifth Amendment
     to Lease effective January 1, 2001.

     License Agreement dated October 31, 1997, with BHP Petroleum Americas
     Refining Inc., re: ingress, egress, electrical and pipeline purposes, at
     Campbell Industrial Park (Lot 4751), TMK 9-1-31:03 and 9-1-31:30.

     Lease dated December 1, 1961, with Colenet LLC, re: tank site in Waianae,
     TMK 8-4-11:18.

     Revocable License dated May 23, 1955, with McCandless Estate, re: pipeline
     easement in Honolulu (North King St. & Nuuanu Ave.), TMK 1-7-3:06.

     Lease dated December 30, 1971, with Sugar-Pine Development Co., in Waialua
     (shopping center), TMK 6-7-01:1.

     Lease 16963, dated June 30, 1970, with the Trustees of the Estate of
     Bernice Pauahi Bishop, re: pipeline easement in Honolulu (Waialae Nui -
     Halekoa Drive), TMK 3-5-56:24.

     Confirmation of License, dated August 4, 1997, with Chevron USA, re: barge
     harbor at Campbell Industrial Park, TMK 9-1-14.

     Letter Agreement, dated December 15, 1976, with Diner's Drive Inn, re:
     telemetering equipment.

     Sublease, dated December 24, 1973, with Puu Haleakala Recreation, re:
     pipeline easement in Waianae (Lualualei), TMK 8-7-08.

     Lease, dated January 7, 2002, with Hawaii Tractor Ltd., re: office and
     warehouse in Kapolei (91-239 Kuhela St.), TMK 9-1-031: 034.

     Right of Entry, dated January 11, 1990, with the State of Hawaii Department
     of Transportation, re: construction and installation of underground main,
     at Ala Moana Blvd., Pier 7.


                                  Sched. 5.8-2



     Office Lease, beginning March 16, 2004, with Duesenberg Investment Company,
     re: executive offices, Honolulu (745 Fort St.), TMK 2-1-13:6.

     Lease dated January 3, 1961, with the Estate of Violet C. Lee, Deceased,
     re: tank site and pipeline, in Waimanalo, TMK 4-1-22-10.

     Revocable Permit H-04-2465, dated December 1, 2004, with the State of
     Hawaii Department of Transportation (Harbors Division) re: storage and
     distribution of LPG to/from barges, at Honolulu Harbor, TMK 1-4-042.

     Lease 21,090, dated October 5, 1972, with the Estate of Bernice Pauahi
     Bishop, re: pipeline easement, Honolulu (Kahala Cliffs), TMK 3-5-01:34,
     3-5-01:16.

MAUI COUNTY

     Office Lease, dated April 1, 1998, with Lanai Co., Inc., re: office space
     in Lanai City.

     Grant of Use and Supply, dated February 18, 1998, effective August 25,
     1997, with Honolulu Limited, re: tank site in Lahaina (Honokowai
     Marketplace), TMK 4-4-001:002, 011, 012, portion 014.

     Lease dated January 4, 1978, with Honolulu Limited (successor-in-interest
     to Alexander & Baldwin), re: office and base yard in Kahului, TMK
     3-7-011-005.

     Lease, dated May 1, 1960, with Alexander & Baldwin (successor-in-interest
     to Hawaiian Commercial and Sugar Company, Ltd.), re: office and base yard
     in Kahului, TMK 3-7-9-025.

     Lease H-73-3, dated March 14, 1973, with the State of Hawaii Department of
     Transportation (Harbors Division), re: electrical easement, Kahului Harbor.

     Lease H-73-4, March 14, 1973, with the State of Hawaii Department of
     Transportation (Harbors Division), re: pipeline easement, Kahului Harbor.

     Office Lease, dated July 2, 1997, with Cooke Land Co., Inc., re: office and
     base yard, island of Molokai.

KAUAI

     General Lease S-4250, dated September 19, 1969, with the State of Hawaii
     Department of Transportation (Harbors Division), re: tank farm and base
     yard, at Nawiliwili Harbor, TMK 3-2-3:30.

     General Lease S-4517, dated August 10, 1976, with the State of Hawaii, re:
     holder station, Waimea (Kekaha), TMK 1-2-010:017.


                                  Sched. 5.8-3



     Lease H-94-1, dated December 31, 1994, with the State of Hawaii Department
     of Transportation (Harbors Division), re: pipeline easement, Nawiliwili
     Harbor, TMK 3-02-03.

     General Lease S-5469, dated May 9, 1996, with the State of Hawaii
     Department of Land and Natural Resources, re: magnesium anodes easement,
     Waimea (Kekaha), TMK 1-2-02: por 1.

     Revocable Permit 5571, dated November 1, 1997, with the State of Hawaii
     Department of Transportation (Airports Division), re: tank site, Lihue
     Airport, TMK 3-5-1-26:02.

HAWAII

     General Lease S-5170, dated April 11, 1991, with the State of Hawaii, re:
     utility booster station, Hilo (Piihonua), TMK 2-3-26.

     General Lease S-5547, dated February 11, 1999, with the State of Hawaii
     Department of Land and Natural Resources, re: utility booster station, Hilo
     (Waiakea), TMK 2-2-27:2.

     Lease, dated October 1, 1971, with Queen Liliuokalani Trust, re: holder
     station and operating yard, Kailua-Kona, TMK 7-4-010-007.

     General Lease S-4438, dated July 14, 1975, with the State of Hawaii
     Department of Land and Natural Resources, re: pipeline easement, Hilo
     (Piihonua), TMK 2-3-15.

     Revocable Permit H-04-2450, dated September 14, 2004, with the State of
     Hawaii Department of Transportation (Harbors Division), re: pipeline
     easement, Hilo Harbor, TMK 2-1-07, 09.

     Revocable Permit H-04-2451, dated September 14, 2004, with the State of
     Hawaii Department of Transportation (Harbors Division), re: electrical
     easement, Hilo Harbor.

     Lease 21979, dated April 1, 1973, with the Trustees of the Estate of
     Bernice Pauahi Bishop, re: tank site, Kona (Keauhou - Kona Surf Hotel), TMK
     7-8-10-53.

     Facility License Agreement, dated August 1, 2005, with the Parker Land
     Trust, re: base yard, Kamuela, TMK 6-7-001:036 (por).


                                  Sched. 5.8-4



                                                                   Schedule 5.13
                                                               to Loan Agreement

                             EMPLOYEE BENEFITS PLANS

                PENSION PLAN FUNDING AND POST-RETIREMENT BENEFITS

1.   Pension Plan for the Classified Employees of Gasco, Inc., Plan Number 001,
     administered by First Hawaiian Bank. On a termination basis, the aggregate
     value of the assets of the Plan does not exceed the aggregate benefit
     liabilities of the Plan.

2.   The following plan provides retiree medical and prescription drug coverage
     for 13 former employees: Teamsters Health Plan - Retired Employees,
     administered by Hawaii Teamsters Health & Welfare Trust.


                                 Sched. 5.13-1



                                                                   Schedule 5.15
                                                               to Loan Agreement

                              INTELLECTUAL PROPERTY

1.   Trade name - The Gas Company

2.   Trade name - Honolulu Gas Equipment Company

3.   Trademark - The Gas Company and Design of a Tiki Torch with a Stylized
     Flame


                                  Sched. 5.15-1



                                                                   Schedule 5.21
                                                               to Loan Agreement

                                    CONTRACTS

A.   Each partnership, joint venture or other similar material agreement or
     arrangement to which any Loan Party is a party with any third party.

     None.

B.   Each lease of real and personal property which is material to the operation
     of the business of the Borrower.

     1.   Revocable Permit H-03-2424, dated August 8, 2003, from State of Hawaii
          Department of Transportation (Harbors Division), re: storage and
          distribution at Pier 38, Honolulu Harbor, TMK 1-5-42-7.

     2.   Lease H-80-9, dated January 9, 1981, with the State of Hawaii, re:
          Energy Corridor, Barbers Point to Honolulu.

     3.   Lease 20.400-1 dated October 18, 1971, with The Trustees of the Estate
          of Bernice Pauahi Bishop, re: Kaneohe base yard, TMK 4-6-30-46.

     4.   Lease No. 4041, dated June 24, 1982 with The Trustees Under the Will
          and of The Estate of James Campbell, deceased, at Campbell Industrial
          Park, as amended.

     5.   Lease L01180900, dated December 29, 2000, with The Estate of James
          Campbell, at Campbell Industrial Park, Lot 7306, TMK 9-1-74:35 (por).

     6.   Lease 992, dated June 18, 1974, with BHP Hawaii, re: SNG plant ground
          lease at Campbell Industrial Park, TMK 9-1-31:30, as amended by Fifth
          Amendment to Lease effective January 1, 2001.

     7.   Lease, dated January 7, 2002, with Hawaii Tractor Ltd., re: office and
          warehouse in Kapolei (91-239 Kuhela St.), TMK 9-1-031:034.

     8.   Office Lease, beginning March 16, 2004, with Duesenberg Investment
          Company, re: executive offices, Honolulu (745 Fort St.), TMK 2-1-13:6.

     9.   Revocable Permit H-04-2465, dated December 1, 2004, with the State of
          Hawaii Department of Transportation (Harbors Division) re: storage and
          distribution of LPG to/from barges, at Honolulu Harbor, TMK 1-4-042.

     10.  Lease dated January 4, 1978, with Honolulu Limited
          (successor-in-interest to Alexander & Baldwin), re: office and base
          yard in Kahului, TMK 3-7-011-005.


                                  Sched. 5.21-1



     11.  Lease, dated May 1, 1960, with Alexander & Baldwin
          (successor-in-interest to Hawaiian Commercial and Sugar Company,
          Ltd.), re: office and base yard in Kahului, TMK 3-7-9-025.

     12.  Lease H-73-3, dated March 14, 1973, with the State of Hawaii
          Department of Transportation (Harbors Division), re: electrical
          easement, Kahului Harbor.

     13.  Lease H-73-4, March 14, 1973, with the State of Hawaii Department of
          Transportation (Harbors Division), re: pipeline easement, Kahului
          Harbor.

     14.  General Lease S-4250, dated September 19, 1969, with the State of
          Hawaii Department of Transportation (Harbors Division), re: tank farm
          and base yard, at Nawiliwili Harbor, TMK 3-2-3:30.

     15.  Lease H-94-1, dated December 31, 1994, with the State of Hawaii
          Department of Transportation (Harbors Division), re: pipeline
          easement, Nawiliwili Harbor, TMK 3-02-003.

     16.  Lease, dated October 1, 1971, with Queen Liliuokalani Trust, re:
          holder station and operating yard, Kailua-Kona, TMK 7-4-010-007.

     17.  Facility License Agreement, dated August 1, 2005, with the Parker Land
          Trust, re: base yard, Kamuela, TMK 6-7-001:036 (por).

     18.  Revocable Permit H-04-2450, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          pipeline easement, Hilo Harbor, TMK: 2-1-007 and 009.

     19.  Revocable Permit H-04-2451, dated September 14, 2004, with the State
          of Hawaii Department of Transportation (Harbors Division), re:
          electrical easement, Hilo Harbor, TMK: 2-1-009.

C.   Each agreement of any Loan Party relating to indebtedness for borrowed
     money (whether incurred, assumed, guaranteed or secured by any asset).

     1.   Note Purchase Agreement dated as of August 8, 2003 among HGC Holdings,
          L.L.C. and certain Purchasers.

     2.   Credit Agreement dated as of August 8, 2003, as amended, among HGC
          Holdings, L.L.C., as Borrower, certain subsidiaries and affiliates of
          the Borrower, as Guarantors, the Lenders, and Bank of America, N.A.,
          as Administrative Agent.

     3.   $19,600,000 Original Aggregate Principal Amount Department of Budget
          and Finance of the State of Hawaii Special Purpose Revenue Bonds (The
          Gas Company Project) Series 2000, and related documentation,
          Assumption Date of August 8, 2003.


                                  Sched. 5.21-2



D.   Each contract containing covenants purporting to materially limit the
     freedom of any Loan Party to compete in any line of business or in any
     geographic area.

     1.   TGC's Franchise to be a Public Gas Utility in the State of Hawaii.

E.   Each material contract that is other than for the purchase, sale or license
     of goods or services in the ordinary course of business consistent with
     past practice.

     See Items C. above and F. below.

F.   Each contract, other than employment contracts for the Borrower's key
     personnel, which provides for annual payments by the Borrower after the
     date hereof of more than $500,000 or which has an aggregate expenditure
     obligation by the Borrower of more than $1,000,000 or is reasonably
     expected to involve expenditures of greater than such amount.

     1.   Liquefied Petroleum Gas Contract, dated February 3, 1982, as amended,
          between Dynegy Liquids Marketing and Trade (successor-in-interest to
          Chevron U.S.A. Inc.) and Gasco, Inc., with Extension of LPG Contract
          by Letter dated May 30, 2002.

     2.   Power Purchase Agreement, dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining, Inc.) and Citizens Communications Company.

     3.   Petroleum Feedstock Agreement dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining, Inc.) and Citizens Communications Company.

     4.   Interruptible Supply Agreement, dated October 31, 1997, between Tesoro
          Hawaii Corporation (successor-in-interest to BHP Petroleum Americas
          Refining Inc.) and Citizens Communications Company.

     5.   Propane Supply Agreement dated October 31, 1997, between Tesoro Hawaii
          Corporation (successor-in-interest to BHP Petroleum Americas Refining
          Inc.) and Citizens Communications Company.

     6.   Draft Collective Bargaining Agreement between The Gas Company, LLC and
          Hawaii Teamsters and Allied Workers Union, Local 996.

     7.   Time Charter Agreement, dated August 8, 2003, by and between Tank
          Barge, LLC and The Gas Company, LLC.

     8.   Option Agreement, dated August 8, 2003 by and between Tank Barge, LLC
          and The Gas Company, LLC.


                                  Sched. 5.21-3



     9.   Administrative Services Agreement, dated September 1, 2004, by and
          between Mid-Pac Petroleum, LLC and The Gas Company, LLC.

     10.  Services Agreement, dated August 8, 2003, by and between HGC Holdings,
          L.L.C. and The Gas Company, LLC and McMoRan Exploration Co.

G.   Any steps taken by material supplier to or landlord of any Loan Party or
     any Governmental Authority to terminate the business relationship of any
     Loan Party, which would reasonably be expected to have a Material Adverse
     Effect.

     None.


                                  Sched. 5.21-4



                                                                   Schedule 5.25
                                                               to Loan Agreement

                              POLICIES OF INSURANCE

                THE GAS COMPANY, LLC INSURANCE PROGRAM STRUCTURE
                         AUGUST 8, 2005 - AUGUST 8, 2006



          TYPE                        CARRIER                        LIMITS                     DEDUCTIBLE
          ----                        -------                        ------                     ----------
                                                                             
PROPERTY/BUSINESS         National Union Fire Insurance    $100,000,000 per           $250,000/occurrence, all
INTERRUPTION ("BI")       Company of Pittsburgh            occurrence subject to      locations except
                                                           various sublimits          $1MM/occurrence SNG plant
                          Liberty Insurance Underwriters   including $28,000,000 per
                          Inc.                             occurrence                 30 day BI waiting period, SNG
                                                                                      plant
                          Allianz Insurance Company        Business Interruption
                                                           coverage as respects SNG   30 day BI waiting period,
                          Zurich American Insurance        Plant only $10,000,000     Contingent BI
                          Company                          per occurrence.
                                                                                      5% of TIV, $1MM min.
                                                           Contingent Business        Earthquake/Volcano
                                                           Interruption for named
                                                           direct suppliers and       2% of TIV, $.5MM min. Named
                                                           recipients and $5,000,000  Storm
                                                           per occurrence for
                                                           unnamed direct suppliers
                                                           and recipients

GENERAL LIABILITY ("GL")  American Home Assurance Company  $1,000,000,000 per                      -0-
                                                           occurrence

AUTOMOBILE LIABILITY      American Home Assurance Company  $1,000,000 per occurrence               -0-
("AL")

WORKER'S COMPENSATION     American Home Assurance Company  Statutory                               -0-

EMPLOYER'S LIABILITY      American Home Assurance Company  $1,000,000 per occurrence               -0-
("EL")

EXCESS LIABILITY          American International           $25MM per occurrence       Underlying Limits
                          Specialty Lines Insurance        excess of underlying GL,
                          Company                          AL, EL and Marine
                                                           Liability

                          Lexington Insurance Company      $10MM per occurrence       $25MM

                          Underwriters at Lloyds           $65MM per occurrence       $35MM

D&O/EPL/FIDUCIARY         Federal Insurance Company        $10,000,000                $0 D&O Insuring Agreement



                                 Sched. 5.25-1



                                                                             
                                                                                      $100,000 D&O Insuring
                                                                                      Agreement B&C
                                                                                      $50,000 EPL
                                                                                      $15,000 Fiduciary

CRIME                     Federal Insurance Company        $1,000,000                 $10,000

MARINE TERMINAL           American Home Insurance Company  $1,000,000 per occurrence  $10,000 per occurrence except
OPERATOR'S                                                                            $25,000 per occurrence for
LIABILITY/CHARTERER'S                                                                 pollution claims
LEGAL LIABILITY

POLLUTION AND             Indian Harbor Insurance Company  $3,000,000 per loss and    $100,000
REMEDIATION LEGAL                                          in the aggregate
LIABILITY

GROUP TRAVEL ACCIDENT     ACE American Insurance Company   $10,000,000 per                         -0-
                                                           occurrence subject to
                                                           various sublimits




                                  Sched. 5.25-2


                                                                   Schedule 5.27
                                                               to Loan Agreement

                      BANK ACCOUNTS AND SECURITIES ACCOUNTS

1.   TGC Bank of Hawaii checking 0002-150565

2.   TGC First Hawaiian Bank checking 01-162314

3.   TGC Hawaii National Bank checking 11049902

4.   TGC JP Morgan Chase concentration 304-154881

5.   TGC JP Morgan Chase disbursement 601-869175

6.   TGC JP Morgan Chase payroll 304-154903

7.   HGC JPMorgan Chase Concentration 304-154873

8.   HGC Bank of America Investment Account 223-0753416

9.   HGC JPMorgan Chase Investment Account, Direct Investment Account (No
     account number)


                                  Sched. 5.27-1



                                                                   Schedule 5.28
                                                               to Loan Agreement

                           AGREEMENTS WITH AFFILIATES

None.


                                  Sched. 5.28-1



                                                                Schedule 5.29(a)
                                                               to Loan Agreement

                              EXISTING INDEBTEDNESS

                             AS OF OCTOBER 31, 2005



                                                           OUTSTANDING       COMMITMENT
                                                         --------------    --------------
                                                                     
Revolving Credit Facility:
   Drawings under Revolver                               $         0.00
   Letter of Credit for Special Purpose Revenue Bonds*   $17,766,520.00(1)
   Letter of Credit for Surety Bonds*                    $   250,000.00
   Letter of Credit for Liberty Mutual*                  $   535,000.00
Total Revolver Indebtedness*                             $18,551,520.00    $40,000,000.00
Floating Rate Notes*                                     $55,000,000.00    $55,000,000.00
Special Purpose Revenue Bonds:
   Outstanding                                           $17,593,000.00    $17,593,000.00
   Less Amount reflected above (i/c)                     $17,593,000.00
                                                         $         0.00
Capital Leases                                           $     12560.21
                                                         --------------
Total                                                    $73,564,080.21*
                                                         ==============


*    MGH shall release K-1 HGC Investment, L.L.C., HGC and Borrower from letter
     of credit or other surety instrument on the Effective Date.

- ----------
(1)  Includes $173,520 for interest guarantee.


                                Sched. 5.29(a)-1



                                                                Schedule 5.29(b)
                                                               to Loan Agreement

                                 EXISTING LIENS

1.   Pledge of Membership Interest in The Gas Company, LLC by HGC Holdings,
     L.L.C. to Bank of America, N.A. pursuant to (1) the Note Purchase Agreement
     dated as of August 8, 2003 among HGC Holdings, L.L.C. and the Purchasers
     thereto, and (2) the Credit Agreement dated as of August 8, 2003 among HGC
     Holdings, L.L.C., as Borrower, certain subsidiaries and affiliates of
     Borrower, Bank of America, N.A., First Hawaiian Bank, Central Pacific Bank,
     and City Bank, as Lenders, and Bank of America, N.A., as Administrative
     Agent.*

- ----------
*    To be released on the Effective Date.


                                Sched. 5.29(b)-1



                                                                    Schedule 7.5
                                                               to Loan Agreement

                              EXISTING INVESTMENTS

None.


                                  Sched. 7.5-1



                                                                    Schedule 7.8
                                                               to Loan Agreement

                                ERISA EXCEPTIONS

(e) The Borrower's COBRA notices are not in compliance with final COBRA
regulations, 29 CFR Part 2590, published at Vol. 69 FR 102, May 26, 2004. "Safe
harbor" notices pursuant to final COBRA regulations are being prepared.


                                  Sched. 7.8-1



                                                                       Exhibit A
                                                               to Loan Agreement

                       FORM OF TERM LOAN BORROWING REQUEST

[Name of Administrative Agent]

[Address]

     Re: Borrowing Request

     This Borrowing Request is delivered pursuant to Section 2.1(b) of the Loan
Agreement dated as of November [__], 2005 (the "Loan Agreement"), among The Gas
Company, LLC (the "Borrower"), the Lenders party thereto, and Dresdner Bank AG
London Branch, as Administrative Agent for the Lenders (the "Administrative
Agent"). All capitalized terms used but not defined herein shall have the
meanings specified in the Loan Agreement.

     The Borrower hereby irrevocably requests a Borrowing of Term Loans as
follows:

     1.   Requested Date of Borrowing:              _______

     2.   Aggregate Amount of Requested Borrowing: $_______

     3.   Requested initial Interest Period:        _______

     The Borrower hereby certifies to the Administrative Agent and each Term
Loan Lender that (a) the proceeds of the requested Term Loans will be applied as
set forth in Schedule 1 hereto, which uses are permitted by the Loan Agreement,
(b) as of the date of this Borrowing Request, all of the conditions precedent
set forth in Section 4.1 or 4.2, as applicable, of the Loan Agreement have been
satisfied or waived by the Lenders, and on the date specified in Item 1 above,
the Borrower will have satisfied all such conditions precedent to the Term Loans
requested hereby, (c) as of the date of this Borrowing Request, each of the
representations and warranties of the Borrower set forth in Article V of the
Loan Agreement is true and correct to the extent provided therein and each such
representation and warranty will be true and correct on and as of the date of
the Borrowing requested hereby as if made on and as of such date (except to the
extent that such representations and warranties relate solely to an earlier
date, in which case such representations and warranties were true and correct on
and as of such date), and (d) no Default or Event of Default has occurred and is
continuing.

     Please wire transfer the proceeds of the Borrowing to the accounts of the
following Persons at the financial institutions indicated below.


                                    Exh. A-1





Amount to be     Person to be Paid                 Name, Address, ABA#,
Transferred      Name of Payee       Account No.   and Attn:
- ---------------  -----------------   -----------   --------------------
                                           
$______________   ________________   ___________   ____________________

                                                   ____________________
                                                   Attention:

$______________   ________________                 ____________________

                                                   ____________________

                                                   Attention:


Dated:
       ------------------


                                        THE GAS COMPANY, LLC,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                    Exh. A-2



                                                                       Exhibit B
                                                               to Loan Agreement

                    FORM OF REVOLVING LOAN BORROWING REQUEST

[Name of Administrative Agent]

[Address]

     Re: Borrowing Request

     This Borrowing Request is delivered pursuant to Section 2.2(b) of the Loan
Agreement dated as of November [__], 2005 (the "Loan Agreement"), among The Gas
Company, LLC (the "Borrower"), the Lenders party thereto, among Dresdner Bank AG
London Branch, as Administrative Agent for the Lenders (the "Administrative
Agent"). All capitalized terms used but not defined herein shall have the
meanings specified in the Loan Agreement.

     The Borrower hereby irrevocably requests a Borrowing of Revolving Loans as
follows:

     1.   Requested Date of Borrowing:              _______

     2.   Aggregate Amount of Requested Borrowing: $_______

     3    The requested initial Interest Period:    _______

     The Borrower hereby certifies to the Administrative Agent that (a) the
proceeds of the requested Revolving Loans will be applied as set forth in
Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the
date of this Borrowing Request, all of the conditions precedent set forth in
Section 4.3 of the Loan Agreement have been satisfied or waived by the
Administrative Agent, and on the date specified in Item 1 above, the Borrower
will have satisfied all such conditions precedent to the Revolving Loans
requested hereby, (c) as of the date of this Borrowing Request, each of the
representations and warranties of the Borrower set forth in Article V of the
Loan Agreement is true and correct to the extent provided therein and each such
representation and warranty will be true and correct on and as of the date of
the Borrowing requested hereby as if made on and as of such date (except to the
extent that such representations and warranties relate solely to an earlier
date, in which case such representations and warranties were true and correct on
and as of such date), and (d) no Default or Event of Default has occurred and is
continuing.

     Please wire transfer the proceeds of the Borrowing to the accounts of the
following


                                    Exh. B-1



Persons at the financial institutions indicated below.




Amount to be   Person to be Paid                 Name, Address, ABA#,
Transferred    Name of Payee       Account No.   and Attn:
- ------------   -----------------   -----------   --------------------
                                        
$___________   _________________   ___________   ____________________

                                                 ____________________
                                                 Attention:

$___________   _________________   ___________   ____________________

                                                 ____________________
                                                 Attention:


Dated:
       ------------------


                                        THE GAS COMPANY, LLC,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                    Exh. B-2


                                                                       Exhibit C
                                                               to Loan Agreement

                                  FORM OF NOTE

$[_____________]                                            [New York, New York]
                                                           _______________, 2005

     FOR VALUE RECEIVED, the undersigned, THE GAS COMPANY, LLC, a Delaware
limited liability company (the "Borrower"), hereby unconditionally promises to
pay to the order of [________________________] (the "Lender"), on the dates and
in the amounts specified in the Loan Agreement (as hereinafter defined), the
principal amount of [_________________] DOLLARS ($___________) or such lesser
amount as shall equal the principal amount of all Loans made by the Lender
pursuant to the Loan Agreement dated as of November [__], 2005 (the "Loan
Agreement") among the Borrower, the Lender and certain other banks and financial
institutions from time to time parties thereto, and DRESDNER BANK AG LONDON
BRANCH, as Administrative Agent (the "Administrative Agent"). Capitalized terms
used but not defined in this Note have the meanings assigned to them in the Loan
Agreement.

     The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date such Loan is made until such principal amount is paid in
full, at such interest rates and on such dates as provided in the Loan
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's office at ____________, New York,
New York ____________, or such other address as the Administrative Agent may
from time to time notify the Lender.

     The holder of this Note is authorized to record the date and amount of each
Loan made by such Lender, the date and amount of each repayment of principal
thereof, the amount of unpaid principal with respect thereto, and the length of
each Interest Period with respect thereto, on Schedule I annexed hereto and
constituting a part hereof, and any such recordation shall constitute prima
facie evidence of the accuracy of the information so recorded in the absence of
demonstrable error, provided that the failure of the holder of this Note to make
such recordation or any error therein shall not limit or otherwise affect the
obligations of the Borrower hereunder or under the Loan Agreement in respect of
the Loans made by the Lender.

     This Note is one of the Notes referred to in the Loan Agreement and is
entitled to the benefits thereof. This Note is secured by and entitled to the
benefits of the Security Documents.

     This Note may be prepaid or required to be prepaid in whole or in part as
provided in the Loan Agreement. Upon the occurrence of any one or more Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, as provided in the Loan Agreement.


                                    Exh. C-1



     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Note.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.

                                        THE GAS COMPANY, LLC


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                    Exh. C-2



                                                                       Exhibit D
                                                               to Loan Agreement

                         FORM OF COMPLIANCE CERTIFICATE

Dresdner Bank AG London Branch

[___________]

[_________], [________] [_______]

and the Lenders listed on Schedule 1 hereto.

     This Certificate is delivered pursuant to Section 6.1 (e) of the Loan
Agreement dated as of [__________] (the "Loan Agreement"), among The Gas
Company, LLC (the "Borrower"), Macquarie Gas Holdings, LLC as Original Borrower,
the Lenders party thereto and Dresdner Bank AG London Branch, as Administrative
Agent for the Lenders (the "Administrative Agent"). All capitalized terms used
but not defined herein shall have the meanings specified in the Loan Agreement.

I hereby certify to the Administrative Agent on behalf of the Borrower as
follows:

1.   I am the duly qualified and acting [Chief Financial Officer/Treasurer] of
     the Borrower, and I am familiar with the financial statements and financial
     affairs of the Borrower. I am authorized to execute this Certificate on
     behalf of the Borrower.

2.   I have not become aware of any Default or Event of Default that has
     occurred and is continuing [except [DESCRIBE ANY SUCH EVENT AND THE STEPS,
     IF ANY, BEING TAKEN TO CURE].

3.   The following are true and correct computations, to the best of my
     knowledge, of the Backward Interest Coverage Ratio and the Projected
     Interest Coverage Ratio as of [__________], which is the Calculation Date
     used in this Certificate:

                                                        
A.   Backward Interest Coverage Ratio.

1.   EBITDA for the 12-month period ending on the
     Calculation Date                                         $_______

2.   Increase in Net Working Capital for such 12-month
     period                                                   $_______

3.   Item 1 minus Item 2                                      $_______

4.   Any decrease in Net Working Capital during such
     12-month period                                          $_______

5.   Item 3 plus Item 4                                       $_______

6.   Taxes actually paid by the Borrower during the
     12-month period ending on the Calculation Date




                                    Exh. D-1



                                                        
                                                              $_______

7.   Item 5 minus Item 6                                      $_______

8.   Maintenance Capital Expenditures for such 12-month
     period                                                   $_______

9.   Item 7 minus Item 8                                      $_______

10.  Interest Expense of the Borrower for such 12-month
     period                                                   $_______

11.  Backward Interest Coverage Ratio (ratio of Item 9 to
     Item 10)                                                 ______:1

B.   Projected Interest Coverage Ratio.

1.   Projected EBITDA for the 12-month period beginning on
     the Calculation Date*                                    $_______

2.   Projected increase in Net Working Capital for such
     12-month period*                                         $_______

3.   Item 1 minus Item 2                                      $_______

4.   Any projected decrease in Net Working Capital during
     such 12-month period*                                    $_______

5.   Item 3 plus Item 4                                       $_______

6.   Projected taxes to be paid by the Borrower during the
     12-month period beginning on the Calculation Date*       $_______

7.   Item 5 minus Item 6                                      $_______

8.   Projected Maintenance Capital Expenditures for such
     12-month period*                                         $_______

9.   Item 7 minus Item 8                                      $_______

10.  Projected Interest Expense of the Borrower for such
     12-month period*                                         $_______

11.  Projected Interest Coverage Ratio (ratio of Item 9



- ----------
*    Based on the Base Case Projections or, if Projections have been delivered
     to the Lenders pursuant to Section 6.2(b) of the Loan Agreement, the
     Projections most recently delivered to the Lenders pursuant to Section
     6.2(b) of the Loan Agreement.


                                    Exh. D-2



                                                                  
               to Item 10)                                              ______:1



     IN WITNESS WHEREOF, the Borrower has caused this Certificate to
be executed and delivered by a duly authorized officer on this ___
day of _______________, 200_ +.

                                        THE GAS COMPANY, LLC, as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------

- ----------
+    To be provided to the Administrative Agent no later than 90 days after the
     close of the Borrower's fiscal year.


                                    Exh. D-3



                                                                       Exhibit E
                                                               to Loan Agreement

                            Form of Control Agreement

                                CONTROL AGREEMENT

     This Control Agreement, dated as of [________], 200[__] (this "Agreement"),
among THE GAS COMPANY, LLC (the "Borrower"), [COLLATERAL AGENT], as Collateral
Agent (the "Collateral Agent") for the benefit of the Secured Parties (as
defined in the Loan Agreement referred to below), and [BANK], in its capacity as
a "bank" as defined in Section 9-102 of Article 9 of the UCC (in such capacity,
the "Operating Account Bank"). Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Loan Agreement dated as of
November [__], 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the "Loan Agreement") among the Borrower, the Lenders party
thereto, and Dresdner Bank AG London Branch, as Administrative Agent (the
"Administrative Agent"). All references herein to the "UCC" means the Uniform
Commercial Code as in effect from time to time in the State of [____________].

     WHEREAS, pursuant to that certain Security Agreement, dated as of November
[__], 2005, between the Borrower and the Collateral Agent (the "Security
Agreement"), the Borrower has granted a security interest in substantially all
of its assets.

     NOW THEREFORE, the parties hereto hereby agree, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, as
follows:

     Section 1. Maintenance of Account. The Operating Account Bank hereby
confirms and agrees that it has established and shall maintain in the name of
the Borrower account number [_________] (the "Account"), and the Operating
Account Bank shall not change the name or account number of the Account without
the prior written consent of the Collateral Agent.

     Section 2. Control of the Account. If at any time the Operating Account
Bank shall receive any instructions originated by the Collateral Agent directing
the disposition of funds in the Account, the Operating Account Bank shall comply
with such instructions without further consent by the Borrower or any other
person. The Operating Account Bank hereby acknowledges that it has received
notice of the security interest of the Collateral Agent in the Account and
hereby acknowledges and consents to such lien.

     Section 3. Subordination of Lien; Waiver of Set-Off. In the event that the
Operating Account Bank has or subsequently obtains by agreement, by operation of
law or otherwise a security interest in the Account or any funds credited
thereto, the Operating Account Bank hereby agrees that such security interest
shall be subordinate to the security interest of the Collateral Agent. Money and
other items credited to the Account will not be subject to deduction, set-off,
banker's lien, or any other right in favor of any person other than the


                                    Exh. E-1




Collateral Agent (except that the Operating Account Bank may set off (i) all
amounts due to the Operating Account Bank in respect of customary fees and
expenses for the routine maintenance and operation of the Account and (ii) the
face amount of any checks which have been credited to the Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

     Section 4. Choice of Law. This Agreement shall be governed by the laws of
the State of [_________]. Regardless of any provision in any other agreement,
for purposes of the UCC and Article 9 of the UCC as adopted in the State of
[________] shall be deemed to be the Operating Account Bank's jurisdiction
(within the meaning of Section 9-304 of Article 9 of the UCC).

     Section 5. Conflict with Other Agreements.

     (a) In the event of any conflict between this Agreement (or any portion
thereof) and any other agreement now existing or hereafter entered into, the
terms of this Agreement shall prevail;

     (b) No amendment or modification of this Agreement or waiver of any right
hereunder shall be binding on any party hereto unless it is in writing and is
signed by all of the parties hereto; and

     (c) The Operating Account Bank hereby confirms and agrees that it has not
entered into, and until the termination of this Agreement, will not enter into,
any agreement with any other person relating to the Account and/or any funds
credited thereto pursuant to which it has agreed to comply with instructions
originated by such persons as contemplated by Section 9-104 of Article 9 of the
UCC.

     Section 6. Adverse Claims. The Operating Account Bank does not know of any
liens, claims or encumbrances relating to the Account. If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Account, the
Operating Account Bank will promptly notify the Collateral Agent and the
Borrower thereof.

     Section 7. Maintenance of Account. In addition to, and not in lieu of the
obligation of the Operating Account Bank to honor instructions as set forth in
Section 2 hereof, the Operating Account Bank agrees to maintain the Account as
follows:

     (a) Statements and Confirmations. The Operating Account Bank will promptly
send copies of all statements, confirmations and other correspondence concerning
the Account simultaneously to each of the Borrower and the Administrative Agent
at their addresses set forth in Section 9.

     (b) Tax Reporting. All interest, if any, relating to the Account, shall be
reported to the Internal Revenue Service and all state and local taxing
authorities under the name and taxpayer identification number of the Borrower.

     (c) Withdrawal of Funds. If the Operating Account Bank (x) receives a
withdrawal request from the Borrower and (y) has not theretofore received a
notice from the


                                    Exh. E-2



Collateral Agent (pursuant to Section 2 or otherwise) prohibiting withdrawals,
then the Operating Account Bank shall not be liable to the Collateral Agent for
funding the Borrower's withdrawal, it being acknowledged and agreed that the
Collateral Agent shall look solely to the Borrower in this regard.

     Section 8. Indemnification of Operating Account Bank. The Borrower hereby
agrees that (i) the Operating Account Bank is released from any and all
liabilities to the Borrower arising from the terms of this Agreement and the
compliance of the Operating Account Bank with the terms hereof, except to the
extent that such liabilities arise from the Operating Account Bank's negligence,
and (ii) the Borrower, its successors and assigns shall at all times indemnify
the Operating Account Bank from and against any and all claims, actions and
suits of others arising out of the terms of this Agreement or the compliance of
the Operating Account Bank with the terms hereof, except to the extent that such
arises from the Operating Account Bank's negligence.

     Section 9. Successors; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement the prior written consent of the Collateral
Agent.

     Section 10. Notices. Any notice, request or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to
have been properly given when delivered in person, or when sent by telecopy and
electronic confirmation of error-free receipt is received or two (2) days after
being sent by certified or registered United States mail, return receipt
requested, postage prepaid, addressed to the party at the address set forth
below.|Standard_L1|ZZMPTAG|

                Administrative Agent:   Dresdner Bank AG London Branch

                                        ----------------------------------------
                                        New York,
                                                  ------------------------------
                                        Attention:
                                                   -----------------------------
                                        Facsimile:
                                                   -----------------------------


                Borrower:               The Gas Company, LLC
                                        [Address]
                                        Attention:
                                                   -----------------------------
                                        Telecopier:
                                                    ----------------------------


                Collateral Agent:       [COLLATERAL AGENT],
                                        as Collateral Agent
                                        [Address]
                                        Attention:
                                                   -----------------------------
                                        Telecopier:
                                                    ----------------------------

          Any party may change its address for notices in the manner set forth
above.


                                    Exh. E-3



     Section 11. Termination. The obligations of the Operating Account Bank to
the Collateral Agent pursuant to this Agreement shall continue in effect until
the security interest of the Collateral Agent in the Account has been terminated
pursuant to the terms of the Security Agreement and the Collateral Agent has
notified the Operating Account Bank of such termination in writing. The
Collateral Agent agrees to provide a Notice of Termination in substantially the
form of Exhibit A attached hereto to the Operating Account Bank upon the request
of the Borrower on or after the termination of the Collateral Agent's security
interest in the Account pursuant to the terms of the Security Agreement. The
termination of this Agreement shall not terminate the Account or alter the
obligations of the Operating Account Bank to the Borrower pursuant to any other
agreement with respect to the Account.|Standard_L1|ZZMPTAG|

     Section 12. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.|Standard_L1|ZZMPTAG|


                                    Exh. E-4



     IN WITNESS WHEREOF, the parties hereto have caused this Control Agreement
to be executed as of the date first above written by their respective officers
thereunto duly authorized.

                                        THE GAS COMPANY, LLC,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                        [COLLATERAL AGENT],
                                        as Collateral Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                        [OPERATING ACCOUNT BANK],
                                        as Operating Account Bank


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                    Exh. E-5



                                                  Exhibit A to Control Agreement

                        [Letterhead of Collateral Agent]

                                     [Date]

[Name and Address of Operating Account Bank]
Attention:_______________________________________

       Re: Termination of Control Agreement

     You are hereby notified that the Control Agreement dated as of [_________],
200[_] among [_______] (the "Borrower"), you and the undersigned (a copy of
which is attached) is terminated and you have no further obligations to the
undersigned pursuant to such Agreement. Notwithstanding any previous
instructions to you, you are hereby instructed to accept all future directions
with respect to account number[s] [__________] from the Borrower. This notice
terminates any obligations you may have to the undersigned with respect to such
accounts, however nothing contained in this notice shall alter any obligations
which you may otherwise owe to the Borrower pursuant to any other agreement.

     You are instructed to deliver a copy of this notice by facsimile
transmission to the Borrower.

                                        Very truly yours,

                                        [COLLATERAL AGENT],
                                        as Collateral Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:



                                    Exh. E-6



                                                                       Exhibit F
                                                               to Loan Agreement

                        FORM OF ASSIGNMENT AND ASSUMPTION

     Reference is made to the Loan Agreement dated as of November [__], 2005 (as
amended and in effect on the date hereof, the "Loan Agreement") among The Gas
Company, LLC, the Lenders named therein, and Dresdner Bank AG London Branch, as
Administrative Agent for the Lenders. Terms defined in the Loan Agreement are
used herein with the same meanings.

1. Assignment and Assumption. For an agreed consideration, ________ (the
"Assignor") hereby irrevocably sells and assigns to the Assignee, and ________
(the "Assignee") hereby irrevocably purchases and assumes from the Assignor, as
of the Effective Date set forth in Annex 1 hereto, all of the Assignor's rights
and obligations under the Loan Agreement and any other documents or instruments
delivered pursuant thereto, to the extent related to the amount and percentage
interest identified in Annex 1, of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified in Annex
1 (the "Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

2. Representations and Warranties.

     2.1 Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Loan
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document, or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

     2.2 Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Loan Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Loan Agreement (subject to
receipt of such consents as may be required under the Loan Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Loan Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Loan Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase the Assigned Interest
on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it
is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Loan
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance


                                    Exh. F-1



with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.

     3. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignee whether such
amounts have accrued prior to, on or after the Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

     4. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption 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 Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

                                        ASSIGNOR
                                        [NAME OF ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Title:


                                        ASSIGNEE
                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Title:

[Consented to and](2) Accepted:

DRESDNER BANK AG LONDON BRANCH, as
Administrative Agent


By:
    ---------------------------------
Title:


[Consented to:](3)
THE GAS COMPANY, LLC


By:
    ---------------------------------
Title:


- ----------
(2)  To be added only if the consent of the Administrative Agent is required by
     the terms of the Loan Agreement.

(3)  To be added only if the consent of the Borrower is required by the terms of
     the Loan Agreement.


                                    Exh. F-2



                                                                         ANNEX 1

1.   Date of Assignment: ____________________________________

2.   Legal Name of Assignor: ________________________________

3.   Legal Name of Assignee: ________________________________

4.   Effective Date: ________________________________________

6.   Assigned Interest: _____________________________________



                                  Aggregate Amount of
                               Commitment/Loans for all   Amount of Commitment/Loans   Percentage Assigned of
     [Facility Assigned]               Lenders                       Assigned             Commitment/Loans
     -------------------       ------------------------   --------------------------   ----------------------
                                                                              
Term Loan Commitment /                $_________                  $                                   %
   Term Loans

Revolving Loan Commitment /           $_________                  $                                   %
   Revolving Loans

                                      $_________                  $                                   %



                                    Exh. F-3

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANTS

COMPANY NAME	STATE OF INCORPORATION
AAC Subsidiary, LLC		Delaware
Airport Parking Management Inc.		Delaware
Atlantic Aviation Corporation		Delaware
Atlantic Aviation Flight Support, Inc.		Delaware
Atlantic Aviation Holding Corporation		Delaware
Atlantic Aviation Philadelphia, Inc.		Delaware
Brainard Airport Services, Inc.		Connecticut
Bridgeport Airport Services, Inc		Connecticut
BTV Avcenter, Inc.		Delaware
Charter Oak Aviation, Inc.		Connecticut
Communications Infrastructure LLC		Delaware
Eagle Aviation Resources, Ltd.		Nevada
ETT National Power, Inc.		Illinois
ETT Nevada, Inc.		Nevada
Executive Air Support, Inc		Delaware
FLI Subsidiary, LLC		Delaware
Flightways of Long Island, Inc.		New York
Futura Natural Gas LLC		Delaware
General Aviation Holdings, LLC		Delaware
General Aviation of New Orleans, LLC		Louisiana
General Aviation, LLC		Louisiana
ILG Avcenter, Inc.		Delaware
Macquarie Airports North America Inc.		Delaware
Macquarie Americas Parking Corporation		Delaware
Macquarie Aviation North America 2 Inc.		Delaware
Macquarie Aviation North America Inc.		Delaware
Macquarie District Energy Holdings LLC		Delaware
Macquarie District Energy Inc.		Delaware
Macquarie FBO Holdings LLC		Delaware
Macquarie Gas Holdings LLC		Delaware
Macquarie Infrastructure Company Inc. (d/b/a Macquarie Infrastructure Company (US))		Delaware
Macquarie Yorkshire Limited		United Kingdom
Macquarie Yorkshire LLC		Delaware
MDE Thermal Technologies Inc.		Illinois
MIC European Financing S.a.r.l.		Luxembourg
Newport FBO Two LLC		Delaware
North America Capital Holding Company		Delaware
Northwind Aladdin LLC		Nevada
Northwind Chicago LLC		Delaware
Northwind Midway, LLC		Delaware
Palm Springs FBO Two LLC		Delaware
Parking Company of America Airports Holdings, LLC		Delaware
Parking Company of America Airports Phoenix, LLC		Delaware
Parking Company of America Airports, LLC		Delaware
PCA Airports, Ltd.		Texas

163

COMPANY NAME	STATE OF INCORPORATION
PCAA Chicago, LLC		Delaware
PCAA GP, LLC		Delaware
PCAA LP, LLC		Delaware
PCAA Missouri, LLC		Delaware
PCAA Oakland, LLC		Delaware
PCAA Parent, LLC		Delaware
PCAA Properties, LLC		Delaware
PCAA SP, LLC		Delaware
PCAA SP-OK, LLC		Delaware
RCL Properties, LLC		Pennsylvania
Seacoast (PCAA) Holdings Inc.		Delaware
South East Water LLC		Delaware
Thermal Chicago Corporation		Delaware

164

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Macquarie Infrastructure Company LLC:

We consent to the incorporation by reference in the registration statement (No. 333-125226) on Form S-8 of Macquarie Infrastructure Company Trust of our report dated March 10, 2006, with respect to the consolidated balance sheets of Macquarie Infrastructure Company Trust as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2005 and the period from April 13, 2004 (inception) to December 31, 2004, and the related financial statement schedule, and our report dated March 22, 2005, with respect to the consolidated statements of operations, stockholders’ equity (deficit) and comprehensive income (loss), and cash flows of North America Capital Holding Company for the periods January 1, 2004 through July 29, 2004, July 30, 2004 through December 22, 2004, and for the year ended December 31, 2003, both of which reports appear in the December 31, 2005 annual report on Form 10-K of Macquarie Infrastructure Company Trust.

/s/ KPMG LLP

Dallas, Texas

March 15, 2006

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Stokes, certify that:

1.	I have reviewed this annual report on Form 10-K of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2006

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

165

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Mitchell, certify that:

1.	I have reviewed this annual report on Form 10-K of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2006

/s/ David Mitchell

David Mitchell

Chief Financial Officer

166

EX-32.1

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC (the “registrant”) on Form 10-K for the year ending December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Peter Stokes and David Mitchell, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

March 14, 2006

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

/s/ David Mitchell

David Mitchell

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Macquarie Infrastructure Company LLC and will be retained by Macquarie Infrastructure Company LLC and furnished to the Securities and Exchange Commission or its staff upon request.

167