10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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
(State or Other Jurisdiction of Incorporation or
Organization) 20-6196808
(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
(State or Other Jurisdiction of Incorporation or
Organization) 43-2052503
(I.R.S. Employer Identification No.)

600 Fifth Avenue, 21^st Floor
New York, New York
(Address of principal executive offices) 10020
(Zip Code)

(212) 548-6538
(Registrants’ Telephone Number, Including Area Code)

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 whether the registrants are collectively an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o
No þ

There were 27,050,745 shares of Trust Stock without par value outstanding at August 8, 2005.

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
MACQUARIE INFRASTRUCTURE COMPANY TRUST
Consolidated Condensed Balance Sheets as of June 30, 2005 (Unaudited) and December 31, 2004	3
Consolidated Condensed Statement of Operations for the Quarter and Six Months Ended June 30, 2005 and the Period from April 13, 2004 (inception) to June 30, 2004 (Unaudited)	4
Consolidated Condensed Statement of Cash Flows for the Quarter and Six Months Ended June 30, 2005 and the Period from April 13, 2004 (inception) to June 30, 2004 (Unaudited)	5
Notes to Consolidated Condensed Financial Statements (Unaudited)	6
NORTH AMERICA CAPITAL HOLDING COMPANY
Consolidated Condensed Statement of Operations for the Quarter and Six Months Ended June 30, 2004 (Unaudited)	15
Consolidated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2004 (Unaudited)	16
Note to Consolidated Condensed Financial Statements (Unaudited)	16
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk	41
ITEM 4. Controls and Procedures	41
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	41
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
ITEM 3. Defaults Upon Senior Securities	42
ITEM 4. Submission of Matters to a Vote of Security Holders	43
ITEM 5. Other Information	43
ITEM 6. Exhibits	43
EX-10.1: LOAN AGREEMENT
EX-10.2: CREDIT AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including Macquarie Infrastructure Management (USA) Inc. (“MIMUSA” or 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. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED BALANCE SHEETS
As of June 30, 2005 and December 31, 2004
($ in thousands, except share amounts)

	June 30, 2005			December 31, 2004
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	120,301		$	140,050
Restricted cash		1,623			1,155
Accounts receivable, less allowance for doubtful accounts of $789 and $1,359		17,961			12,312
Dividend receivable		1,722			1,743
Inventories		1,211			1,563
Prepaid expenses		3,233			4,186
Deferred income taxes		1,596			1,452
Other		4,036			5,308
Total current assets		151,683			167,769
Property, equipment, land and leasehold improvements, net		294,639			284,744
Other assets:
Restricted cash		17,276			16,790
Equipment lease receivables		44,606			45,395
Investment in unconsolidated business		72,125			79,065
Investment, cost		36,819			39,369
Securities, available for sale		79,273			71,263
Related party subordinated loan		20,966			21,748
Goodwill		232,767			217,576
Intangible assets, net		268,960			254,530
Other		12,717			10,238
Total assets	$	1,231,831		$	1,208,487
Liabilities and stockholders’ equity
Current liabilities:
Due to manager	$	2,194		$	12,306
Accounts payable		7,071			10,912
Accrued expenses		11,689			11,980
Current portion of capital leases and notes payable		1,950			1,242
Current portion of long-term debt		97			94
Other		3,238			2,991
Total current liabilities		26,239			39,525
Capital leases and notes payable, net of current portion		2,328			1,755
Long-term debt, net of current portion		447,023			415,074
Related party long-term debt		18,528			19,278
Deferred income taxes		122,941			123,429
Other		5,085			4,615
Total liabilities		622,144			603,676
Minority interests		8,886			8,515
Stockholders’ equity:
Trust stock, no par value; 500,000,000 shares authorized; 27,050,745 shares issued and outstanding, at June 30, 2005, 26,610,100 shares issued and outstanding at December 31, 2004		610,074			613,265
Accumulated other comprehensive income		2,762			619
Accumulated deficit		(12,035	)		(17,588	)
Total stockholders’ equity		600,801			596,296
Total liabilities and stockholders’ equity	$	1,231,831		$	1,208,487

See accompanying notes to the consolidated condensed financial statements.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Quarter and Six Months Ended June 30, 2005
And the Period from April 13, 2004 (inception) – June 30, 2004
(Unaudited)
($ in thousands, except per share amounts)

							Period From
							April 13, 2004
	Quarter Ended			Six Months Ended			(inception) –
	June 30, 2005			June 30, 2005			June 30, 2004
Revenue
Revenue from fuel sales	$	34,243		$	64,630		$	—
Service revenue		36,945			70,951			—
Financing and equipment lease income		1,331			2,673			—
		72,519			138,254			—
Costs and expenses
Cost of fuel sales		19,708			36,803			—
Cost of services		19,720			36,976			—
Selling, general and administrative expenses		18,714			37,876			2,581
Fees to manager		2,209			4,152			—
Depreciation		1,420			2,747			—
Amortization of intangibles		3,235			6,320			—
Operating income (loss)		7,513			13,380			(2,581	)
Other income (expense)
Dividend income		6,184			6,184			—
Interest income		1,231			2,330			—
Interest expense		(7,511	)		(15,269	)		—
Equity in (loss) earnings and amortization charges of investee		(1,139	)		514			—
Other income (expense), net		261			(654	)		—
Net income (loss) before income taxes and minority interests		6,539			6,485			(2,581	)
Income taxes		579			579			—
Net income (loss) before minority interests		5,960			5,906			(2,581	)
Minority interests		324			353			—
Net income (loss)	$	5,636		$	5,553		$	(2,581	)
Basic earnings (loss) per share:	$	0.21		$	0.21		$	(25,810	)
Weighted average number of shares of trust stock outstanding: basic		26,960,560			26,786,298			100
Diluted earnings (loss) per share:	$	0.21		$	0.21		$	(25,810	)
Weighted average number of shares of trust stock outstanding: diluted		26,984,160			26,798,163			100
Cash dividends declared per share	$	0.5877		$	0.5877		$	—

See accompanying notes to the consolidated condensed financial statements.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2005
And the Period from April 13, 2004 (inception) – June 30, 2004
(Unaudited)
($ in thousands)

				Period From
				April 13, 2004
	Six Months Ended			(inception) –
	June 30, 2005			June 30, 2004
Operating activities
Net income (loss)	$	5,553		$	(2,581	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment		6,632			—
Amortization of intangible assets		6,320			—
Equity in earnings and amortization charges of investee		1,378			—
Amortization of finance costs		553			—
Deferred rent		1,184			—
Deferred revenue		73			—
Equipment lease receivable		789			—
Minority interests		353			—
Noncash compensation		266			—
Other noncash expenses, net		221			—
Accrued interest expense on subordinated debt-related party		519			—
Accrued interest income on subordinated debt-related party		(480	)		—
Changes in current assets and liabilities, net of acquisition:
Accounts receivable		(4,546	)		—
Inventories		496			—
Prepaid expenses and other current assets		2,650			—
Accounts payable and accrued expenses		(3,176	)		—
Due to manager		1,976			601
Due to Parent		—			1,980
Other		(17	)		—
Net cash provided by operating activities		20,744			—
Investing activities
Acquisition of General Aviation Holdings, LLC, net of cash acquired		(49,594	)		—
Goodwill adjustment		694			—
Purchases of property and equipment		(3,364	)		—
Principal proceeds from subordinated loan		686			—
Additional costs of acquisitions		(72	)		—
Net cash used in investing activities		(51,650	)		—
Financing activities
Issuance of trust shares		—			100
Proceeds from debt		32,000			—
Proceeds from line of credit facility		543			—
Distribution paid to shareholders		(15,898	)		—
Debt financing costs		(1,674	)		—
Payment of long-term debt		(47	)		—
Offering costs paid		(1,934	)		—
Restricted cash		(1,077	)		—
Payment of notes and capital lease obligations		(678	)		—
Net cash provided by financing activities		11,235			100
Effect of exchange rate changes on cash		(78	)
Net change in cash and cash equivalents		(19,749	)		100
Cash and cash equivalents at beginning of period		140,050			—
Cash and cash equivalents at end of period	$	120,301		$	100
Supplemental disclosures of cash flow information:					—
Income taxes paid	$	609		$	—
Interest paid	$	14,357		$	—
Acquisition of property and equipment under capital leases	$	1,417		$	—

See accompanying notes to the consolidated condensed financial statements.

5

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Description of Business

Macquarie Infrastructure Company Trust (the “Trust”), a Delaware statutory trust, was formed on April 13, 2004. Macquarie Infrastructure Company LLC (the “Company”), a Delaware limited liability company, was also formed on April 13, 2004. Prior to December 21, 2004, the Trust was a wholly-owned subsidiary of Macquarie Infrastructure Management (USA) Inc., (“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 (“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 at June 30, 2005 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 infrastructure businesses and investments.

In December 2004, subsequent to the IPO, the Company purchased the following companies:

1)	North America Capital Holding Company (“NACH”) — an airport service business that is an operator of 12 fixed-based operations or FBOs (10 FBOs at acquisition date) 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.
2)	Macquarie Airports North America, Inc. (“MANA”) — an airport service business that is an operator of 5 FBOs and 1 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 of the United States, and the corporate headquarters are in Baltimore, Maryland.
3)	Macquarie Americas Parking Corporation (“MAPC”) — an airport parking business that provides off-airport parking services as well as ground transportation to and from the parking facilities and the airport terminals. MAPC operates 24 off-airport parking facilities located at 15 major airports throughout the United States and maintains its headquarters in Downey, California.
4)	Macquarie District Energy Holdings, LLC (“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 located in Las Vegas, Nevada. MDEH maintains its headquarters in Chicago, Illinois.
5)	Macquarie Yorkshire Limited (“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 (“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 leasing infrastructure operated in the U.K. and Republic of Ireland. The Company also purchased an indirect interest in South East Water (“SEW”), a utility company that provides water to households and industrial customers in south-eastern England.

6

On January 14, 2005, NACH acquired all of the membership interests in General Aviation Holdings, LLC (“GAH”), an entity that operates two FBOs in California.

The airport services, airport parking and district energy businesses are owned by the Company’s wholly-owned subsidiary, Macquarie Infrastructure Company Inc. (“MIC Inc.”), a Delaware corporation that was formed on April 13, 2004. The investments and the business that operates a toll road are owned by the Company through separate Delaware limited liability companies.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the quarter and six months ended June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.

The consolidated balance sheet at December 31, 2004 has been derived from audited financial statements but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

The interim financial information contained herein should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K.

3. Earnings Per Share

Following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:

			Period From
			April 13, 2004
	Quarter Ended		(inception) –		Six Months Ended
	June 30, 2005		June 30, 2004		June 30, 2005
Weighted average number of shares of trust stock outstanding: basic		26,960,560		100		26,786,298
Dilutive effect of stock grants		23,600		—		11,865
Weighted average number of shares of trust stock outstanding: diluted		26,984,160		100		26,798,163

The effect of potentially dilutive shares is calculated by assuming that the stock grants issued to our independent directors on May 25, 2005 had been fully converted to shares on that date.

4. Acquisitions

          General Aviation Holdings, LLC

On January 14, 2005, NACH acquired all of the membership interests in General Aviation Holdings, LLC (“GAH”), which, through its subsidiaries, operates two FBOs in California, for $50.3 million (including transaction costs and working capital adjustments). The acquisition was paid for in cash through additional long-term debt borrowings of $32.0 million under NACH’s existing debt facility 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 and equity and debt underwriting services of $913,000 provided in connection with the acquisition. The advisory fees have been capitalized and are included as part of the purchase price of the acquisition. The debt arranging fees have been deferred and amortized over the life of the relevant debt facility. 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 condensed statement of operations since January 15, 2005.

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The allocation of the purchase price, including transaction costs, was as follows (in thousands):

Current assets	$	1,976
Property, equipment, and leasehold improvements		12,680
Intangible assets:
Customer relationships		1,100
Airport contract rights		18,800
Non-compete agreements		1,100
Goodwill		15,519
Total assets acquired		51,175
Current liabilities		882
Net assets acquired	$	50,293

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 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 9 year period.

The pro forma impact of GAH on the consolidated results is not significant and, therefore, this pro forma impact has not been presented.

          Las Vegas Executive

On May 26, 2005, the Company, through a wholly-owned subsidiary, entered into a membership interest purchase agreement with Mr Gene H. Yamagata to acquire 100% of the membership interests in Eagle Aviation Resources, Ltd., a Nevada limited liability company doing business as Las Vegas Executive Air Terminal (“LVE”) for a total cash purchase price of $58 million (subject to working capital adjustments) with no assumed debt. In addition to the purchase price, it is anticipated that a further $2.3 million will be paid to cover transaction costs and to pre-fund capital expenditures for the facility.

The membership interest 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. The agreement provides for a one-year escrow of $500,000 to cover working capital adjustments or for indemnities. The amount of indemnification payable under the agreement is limited to 25% of the purchase price, with some exceptions.

All approvals, including approval of the relevant airport authority, have been obtained and the waiting period under the Hart-Scott-Rodino Antitrust Act has terminated. Various other customary closing conditions would be received at or prior to closing, which is expected to occur by the end of August.

Macquarie Securities (USA) Inc. is acting as financial advisor to the Company on the transaction.

5. Property, Equipment, Land and Leasehold Improvements

Property, equipment, land and leasehold improvements consists of the following (in thousands):

	June 30, 2005		December 31,
	(unaudited)		2004
Land	$	47,017	$	47,017
Easements		5,624		5,624
Buildings		30,382		30,337
Leasehold and land improvements		74,167		61,187
Machinery and equipment		128,206		125,679
Furniture and fixtures		1,733		1,247

8

	June 30, 2005			December 31,
	(unaudited)			2004
Construction in progress		12,678			12,178
Property held for future use		1,197			1,317
Other		635			528
		301,639			285,114
Less: Accumulated depreciation		(7,000	)		(370	)
Property, equipment, land and leasehold improvements, net	$	294,639		$	284,744

6. Intangible Assets

Intangible assets consists of the following (in thousands):

			June 30, 2005
			(unaudited)				December 31, 2004
	Weighted		Gross				Gross
	Average Life		Carrying		Accumulated		Carrying		Accumulated
	(Years)		Value		Amortization		Value		Amortization
Contractual arrangements		36.6	$	199,288	$	3,239	$	180,491	$	179
Non-compete agreements		2.6		7,166		1,507		6,066		49
Customer relationships		10.4		25,591		1,438		24,490		34
Leasehold rights		16.3		6,510		369		6,758		17
Trade names	Indefinite			28,559		—		28,559		—
Domain names	Indefinite			7,987		—		7,987		—
Technology		5.0		460		48		460		2
			$	275,561	$	6,601	$	254,811	$	281

Amortization expense for the quarter and six months ended June 30, 2005 totaled $3.2 million and $6.3 million, respectively.

7. 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.

Long-term debt consists of the following (in thousands):

	June 30, 2005
	(unaudited)		December 31, 2004
MDE senior notes (1)	$	120,000	$	120,000
NACH class A notes		29,623		23,500
NACH class B notes		130,877		105,000
MANA senior debt		36,000		36,000
MAPC loan payable		125,976		126,000
MAPC loan payable		4,644		4,668
		447,120		415,168
Less: current portion		97		94
Long-term portion	$	447,023	$	415,074

(1) Macquarie District Energy, Inc. (“MDE”) is a wholly owned subsidiary of MDEH.

Macquarie Bank Limited has provided $51.4 million of term loan financing to NACH which is included in NACH’s long-term debt. Interest paid on Macquarie Bank Limited’s portion of this loan for the quarter and six months ended June 30, 2005 was $734,000 and $1.4 million, respectively, and has been included in interest expense in the accompanying consolidated condensed statement of operations.

On January 14, 2005, NACH borrowed an additional $32.0 million from its credit facility, in connection with the 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. These financing costs are included in Other assets – other, in the accompanying consolidated condensed balance sheet and are amortized over the life of the long-term debt.

9

8. Comprehensive Income

The Company follows the requirements of FASB Statement No. 130, Reporting Comprehensive Income, for the reporting and display of comprehensive income 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 interest rate swaps to be included in other comprehensive income (loss).

Total comprehensive income on the Company’s consolidated balance sheet as of June 30, 2005 included $6.0 million and $7.7 million for the quarter and six months ended June 30, 2005, respectively. The difference between net income of $5.6 million for the quarter ended June 30, 2005 and comprehensive income is primarily attributable to an unrealized gain on marketable securities of $8.1 million, offset by both foreign currency translation adjustments of $6.7 million and the change in fair value of interest rate swaps of $1.0 million. The difference between net income of $5.5 million for the six months ended June 30, 2005 and comprehensive income is primarily attributable to an unrealized gain on marketable securities of $9.8 million and an increase in fair value of interest rate swaps of $1.8 million, offset in part by foreign currency translation adjustments of $9.4 million.

9. 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.

10. Reportable Segments

The Company’s operations are classified into four reportable business segments: airport services business – Atlantic, airport services business – AvPorts, airport parking business, and district energy business. All of the business segments are managed separately.

The reportable segments of airport services business – Atlantic and airport services business – AvPorts principally derive 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 Atlantic business operates 12 FBOs, and the AvPorts business operates 5 FBOs and 1 heliport and manages 5 airports under management contracts.

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. The airport parking business operates 24 off-airport parking facilities located in California, Arizona, Colorado, Texas, Georgia, Tennessee, Missouri, Pennsylvania, Connecticut, New York, New Jersey 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.

Selected information by reportable segment is presented in the following tables (in thousands):

Revenue from external customers for the Company’s segments for the periods ended June 30, 2005 are as follows:

	Quarter Ended June 30, 2005
	(unaudited)
					Airport		District
	Atlantic		AvPorts		Parking		Energy		Total
Revenue from Product Sales
Fuel sales	$	24,796	$	9,447	$	—	$	—	$	34,243
		24,796		9,447		—		—		34,243
Service Revenue
De-icing revenue		—		119		—		—		119
Other services		8,588		3,829		—		499		12,916
Cooling capacity revenue		—		—		—		4,127		4,127
Cooling consumption revenue		—		—		—		5,508		5,508
Parking services		—		—		14,275		—		14,275

10

	Quarter Ended June 30, 2005
	(unaudited)
					Airport		District
	Atlantic		AvPorts		Parking		Energy		Total
		8,588		3,948		14,275		10,134		36,945
Financing and Lease Income
Financing and equipment lease		—		—		—		1,331		1,331
		—		—		—		1,331		1,331
Total Revenue	$	33,384	$	13,395	$	14,275	$	11,465	$	72,519

Financial data by reportable business segments (in thousands):

	Quarter Ended June 30, 2005								At June 30, 2005
	(unaudited)								(unaudited)
									Property,
									Equipment,
									Land and
	Segment		Interest		Depreciation/		Capital		Leasehold		Total
	Profit(1)		Expense		Amortization(2)		Expenditures(3)		Improvements		Assets
Airport Services – Atlantic	$	18,495	$	2,616	$	2,926	$	1,069	$	57,783	$	368,889
Airport Services – AvPorts		6,800		743		779		442		19,732		90,479
Airport Parking		4,087		2,293		1,155		1,243		67,667		205,642
District Energy		3,709		2,078		1,786		404		149,457		251,430
Total	$	33,091	$	7,730	$	6,646	$	3,158	$	294,639	$	916,440

The above table does not include financial data for our equity and cost investments.

(1)	Segment profit includes revenue less cost of sales. For the airport parking and district energy businesses, depreciation expense of $546,000 and $1.4 million, respectively, are included in cost of sales for the quarter ended June 30, 2005.
(2)	Includes depreciation expense of property, equipment and leasehold improvements and amortization of intangible assets. Includes depreciation expense for the airport parking and district energy businesses which has also been included in segment profit.
(3)	Includes acquisition of property and equipment under capital leases of $1.0 million.

Reconciliation of total reportable segment assets to total consolidated assets at June 30, 2005 (in thousands):

Total assets of reportable segments	$	916,440
Equity and cost investments:
Investment in Yorkshire Link		72,125
Investment in SEW		36,819
Investment in MCG		79,273
Corporate and other		346,653
Less: Consolidation entries		(219,479	)
Total consolidated assets	$	1,231,831

Reconciliation of total reportable segment profit to total consolidated income before income taxes and minority interests for the periods ended June 30, 2005 (in thousands):

	Quarter Ended			Six Months Ended
	June 30, 2005			June 30, 2005
Total reportable segment profit	$	33,091		$	64,475
Selling, general and administrative expenses		(18,714	)		(37,876	)
Fees to manager		(2,209	)		(4,152	)
Depreciation and amortization (1)		(4,655	)		(9,067	)
		7,513			13,380
Other expense, net		(974	)		(6,895	)
Total consolidated income before income taxes and minority interests	$	6,539		$	6,485

(1) Does not include depreciation expense for the airport parking and district energy businesses which are included in total reportable segment profit.

11

	Six Months Ended June 30, 2005
	(unaudited)
					Airport		District
	Atlantic		AvPorts		Parking		Energy		Total
Revenue from Product Sales
Fuel sales	$	47,624	$	17,006	$	—	$	—	$	64,630
		47,624		17,006		—		—		64,630
Service Revenue
De-icing revenue		—		2,390		—		—		2,390
Other services		17,393		7,310		—		1,052		25,755
Cooling capacity revenue		—		—		—		8,186		8,186
Cooling consumption revenue		—		—		—		7,036		7,036
Parking services		—		—		27,584		—		27,584
		17,393		9,700		27,584		16,274		70,951
Financing and Lease Income
Financing and equipment lease		—		—		—		2,673		2,673
		—		—		—		2,673		2,673
Total Revenue	$	65,017	$	26,706	$	27,584	$	18,947	$	138,254

Financial data by reportable business segments (in thousands):

	Six Months Ended June 30, 2005
	(unaudited)
	Segment		Interest		Depreciation/		Capital
	Profit(1)		Expense		Amortization(2)		Expenditures(3)
Airport Services – Atlantic	$	36,737	$	5,299	$	5,623	$	1,588
Airport Services – AvPorts		14,080		1,527		1,548		790
Airport Parking		7,290		4,419		2,267		1,712
District Energy		6,368		4,272		3,514		655
Total	$	64,475	$	15,517	$	12,952	$	4,745

The above table does not include financial data for our equity and cost investments.

(1)	Segment profit includes revenue less cost of sales. For the airport parking and district energy businesses, depreciation expense of $1.0 million and $2.8 million respectively, are included in cost of sales.
(2)	Includes depreciation expense of property, equipment and leasehold improvements and amortization of intangible assets. Includes depreciation expense for the airport parking and district energy businesses which has also been included in segment profit.
(3)	Includes acquisition of property and equipment under capital leases of $1.4 million.

11. Related Party Transactions

Management Services Agreement with Macquarie Infrastructure Management (USA) Inc. (“MIMUSA”)

The Company entered into a management services agreement (“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 benchmarks, a U.S. utilities index and a European utilities index, weighted in proportion to the Company’s equity

12

investments. For the fiscal quarters ended March 31, 2005 and June 30, 2005, a base management fee of $1.9 million and $2.2 million, respectively, was payable to MIMUSA. There were no performance fees payable to MIMUSA for the fiscal quarters ended March 31, 2005 or June 30, 2005.

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.

Advisory and Other Services from the Macquarie Group

During the six months ended June 30, 2005, the Macquarie Group, through its wholly-owned group company, Macquarie Securities (USA) Inc., provided various advisory services and incurred expenses in connection with the acquisition of GAH and the associated debt required for this acquisition. Details on the amounts paid to the Macquarie Group in connection with these services are disclosed in Note 4. During the six months ended June 30, 2005 Macquarie Securities (USA) Inc. also provided various advisory services in connection with the acquisition of Las Vegas Executive Air Terminal (“LVE”), see Note 4. Macquarie Securities (USA) Inc. has also been engaged by the Company and its subsidiaries in connection with various on-going transactions for which no fees had been paid as of June 30, 2005.

Related Party Loans

Macquarie Bank Limited has extended a loan to a subsidiary within our group. Details on this loan are disclosed in Note 7.

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-US investments.

During the six months ended June 30, 2005, South East Water LLC paid £1.4 million to Macquarie Bank Limited and received $2.7 million which closed out a forward contract between the parties.

During the same period, Macquarie Yorkshire LLC paid £1.5 million to Macquarie Bank Limited and received $2.8 million which closed out a forward contract between the parties.

12. 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. Macquarie Infrastructure Company LLC is treated as a partnership for U.S. federal income tax purposes and is also not subject to income taxes. MIC Inc. and its wholly-owned subsidiaries are subject to income taxes.

Consolidated pre-tax income for the six months ended June 30, 2005 was $6.5 million. Macquarie Infrastructure Company LLC accounted for $6.0 million of total pre-tax income. As a partnership for U.S. federal income tax purposes, this income is not subject to income taxes.

The remaining $0.5 million of pre-tax income was generated at MIC Inc. and is subject to income taxes. The Company records its income taxes in accordance with SFAS 109 “Accounting for Income Taxes.”

The Company expects to incur a net operating loss for federal consolidated return purposes, as well as certain states that provide for consolidated returns, for the year ended December 31, 2005. Due to the uncertainty of being able to utilize the projected federal and state consolidated 2005 losses, the Company has provided a full valuation allowance against all net operating losses. However, the Company has two subsidiaries that expect to generate taxable income for the year ended December 31, 2005, on a separate company basis. As such, a state tax provision of approximately $0.6 million has been recorded for separate company state taxes, on separate company pre-tax income of $5.5 million for the six months ended June 30, 2005. The Company’s net effective rate of 8.9% for the six months ended June 30, 2005 is primarily due to the benefit of Macquarie Infrastructure Company LLC’s pre-tax income of $6.0 million not being subject to income taxes less the state tax provision on separate company book income of certain separate entities within MIC Inc.

13

13. Legal Proceedings and Contingencies

The following discussion supplements the legal proceedings described for the quarterly period ended March 31, 2005 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

On June 23, 2005, the Atlantic defendants and other third party defendants reached agreement to settle the claims brought by the families of two pilots killed in a plane crash in 2000 allegedly as a result of fuel starvation. The plaintiffs had been seeking an aggregate of $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. Atlantic’s share of the settlements is currently expected to be approximately $325,000 in the aggregate and fully insured. The settlement is pending surrogate court approval.

14. 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.

15. Subsequent Events

On August 8, 2005, the Company’s board of directors declared a dividend of $0.50 per share for the quarter ended June 30, 2005, payable on September 9, 2005 to holders of record on September 6, 2005.

14

NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust and Successor to Executive Air Support, Inc.)

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the Quarter and Six Months Ended June 30, 2004
(Unaudited)
($ in thousands)

	Quarter
	Ended		Six Months Ended
	June 30, 2004		June 30, 2004
Revenue
Fuel revenue	$	18,266	$	36,052
Service revenue		6,190		12,871
Total revenue		24,456		48,923
Cost of revenue — fuel		9,277		18,345
Cost of revenue — service		606		1,266
Gross profit		14,573		29,312
Selling, general, and administrative expenses		8,907		18,263
Depreciation and amortization		1,021		1,922
Operating profit		4,645		9,127
Other expense:
Other expense		84		5,304
Interest expense, net		1,040		2,131
Income before income taxes		3,521		1,692
Provision for income taxes		1,407		675
Income from operations		2,114		1,017
Income from discontinued operations		252		252
Net income		2,366		1,269
Net income applicable to common stockholders:
Net income	$	2,366	$	1,269
Less: Preferred stock dividends		—		(1,340	)
Net income (loss) applicable to common stockholders	$	2,366	$	(71	)

See accompanying note to the consolidated condensed financial statements.

15

NORTH AMERICA CAPITAL HOLDING COMPANY
(Predecessor to Macquarie Infrastructure Company Trust and Successor to Executive Air Support, Inc.)

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2004
(Unaudited)
($ in thousands)

	Six Months
	Ended
	June 30, 2004
Cash flows from operating activities:
Net income	$	1,269
Adjustments to reconcile net loss to net cash provided by operating activities:
Fair value adjustment for outstanding warrant liability		5,254
Depreciation and amortization		1,923
Non-cash interest expense and other		305
Deferred taxes		(1,063	)
Changes in assets and liabilities:
Accounts receivable		(325	)
Inventories		7
Prepaid expenses and other		796
Accounts payable		237
Deferred hanger rent		18
Taxes payable		(759	)
Accrued liabilities		27
Net cash provided by operating activities		7,689
Cash flows from investing activities:
Capital expenditures		(2,700	)
Other assets		127
Net cash used in investing activities		(2,573	)
Cash flows from financing activities:
Payment on short-term note payable		(2,349	)
Payment of long-term debt, net		(2,651	)
Borrowings from revolving credit agreement		(1,000	)
Net cash used in financing activities		(6,000	)
Decrease in cash and cash equivalents		(884	)
Cash and cash equivalents, beginning of period		2,438
Cash and cash equivalents, end of period	$	1,554

See accompanying note to the consolidated condensed financial statements.

NOTE TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

North America Capital Holding Company is the predecessor company to Macquarie Infrastructure Company Trust and is the successor to Executive Air Support, Inc. In accordance with SEC disclosure requirements we have included a consolidated condensed statement of operations for the quarter and six months ended June 30, 2004, and a consolidated condensed statement of cash flows for the six months ended June 30, 2004. We have omitted all financial notes relating to these accompanying statements, as such information can be found in the previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

16

ITEM 2. 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 condensed 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 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Unless required by law, we can 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.

Except as otherwise specified, “Macquarie Infrastructure Company,” “we,” “us,” and “our” refer to both the Trust and the Company and its subsidiaries together. Macquarie Infrastructure Management (USA) Inc., which we refer to as our Manager or MIMUSA, is part of the Macquarie group of companies, which we refer to as the Macquarie Group, which comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

GENERAL

Macquarie Infrastructure Company Trust (the “Trust”), a Delaware statutory trust, was formed on April 13, 2004. Macquarie Infrastructure Company LLC (the “Company”), a Delaware limited liability company, 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, which are businesses that provide basic, everyday services, such as parking, roads and water, through long-life physical assets. These infrastructure businesses 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.

On December 21, 2004, we completed our initial public offering (“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 at June 30, 2005 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 the Atlantic, AvPorts, Thermal Chicago, Northwind Aladdin and Macquarie Yorkshire businesses and made our investments in South East Water (“SEW”) and Macquarie Communications Infrastructure Group (“MCG”) on December 22, 2004 and acquired our interest in Macquarie Parking on December 23, 2004. These acquisitions were effected by purchasing the shares of North America Capital Holding Company (“NACH”), Macquarie Airports North America, Inc. (“MANA”), Macquarie District Energy Holdings, LLC (“MDEH”), Macquarie Americas Parking Corporation (“MAPC”), Macquarie Yorkshire Limited (“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 (“GAH”), which became a subsidiary of NACH. Consequently, the results of GAH from the date of its acquisition are reflected in NACH’s results of operations for the quarter and six months ended June 30, 2005.

The purchases of Atlantic, AvPorts, Thermal Chicago, Northwind Aladdin, Macquarie Parking and GAH 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.

17

On May 26, 2005, we entered into, through a wholly-owned subsidiary, a membership interest purchase agreement with Mr Gene H. Yamagata to acquire 100% of the membership interests in Eagle Aviation Resources, Ltd., a Nevada limited liability company doing business as Las Vegas Executive Air Terminal (“LVE”) for a total cash purchase price of $58 million (subject to working capital adjustments) with no assumed debt. In addition to the purchase price, it is anticipated that a further $2.3 million will be paid to cover transaction costs and to pre-fund capital expenditures for the facility.

The membership interest 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. The agreement provides for a one-year escrow of $500,000 to cover working capital adjustments or for indemnities. The amount of indemnification payable under the agreement is limited to 25% of the purchase price, with some exceptions.

All approvals, including approval of the relevant airport authority, have been obtained and the waiting period under the Hart-Scott-Rodino Antitrust Act has terminated. Various other customary closing conditions would be received at or prior to closing, which is expected to occur by the end of August.

The results of LVE would be included in results of operations of our airport services segment from the date of our acquisition. We expect that the transaction would be immediately yield accretive. Other than capital required for continued operation of the business, we expect that substantially all of LVE’s cash flow from operations would be available for distribution to our shareholders. We are continuing to evaluate debt refinancing for up to 75% of the purchase price of LVE, when appropriate additional opportunities for deployment of those resources exist, in order to optimize shareholder returns.

We are dependent upon cash distributions from our businesses and investments to meet our corporate overhead and management fee expenses and to pay dividends. We expect to receive dividends from our airport services business, airport parking business and district energy business through our directly owned holding company Macquarie Infrastructure Company Inc. (“MIC Inc.”) for all of our businesses based in the United States. We will receive interest and principal on our subordinated loans to, and dividends from, our toll road business and dividends from our investments in MCG and SEW through directly owned holding companies that we have formed to hold our interest in each business and investment.

Distributions received from our businesses and investments by the above-mentioned directly owned subsidiaries of the Company, net of any tax payable by these subsidiaries, are available first to meet management fees and corporate overhead expenses of these subsidiaries, the Company and the Trust and then to fund dividend payments by the Company to the Trust for payment to holders of Trust stock. Base and performance management 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. Additionally, on August 8, 2005, our Board of Directors declared a dividend of $0.50 per share for the quarter ended June 30, 2005, payable on September 9, 2005 to holders of record on September 6, 2005.

18

RESULTS OF OPERATIONS

Because we acquired all of our businesses and investments in December, 2004 and thereafter, we cannot provide a comparison between our consolidated results for the quarter and six months ended June 30, 2005 with any prior period. We have provided a comparison of the results of our operations by business segment for the quarter and six months ended June 30, 2005 with the results of those businesses and investments (unconsolidated) for the quarter and six months ended June 30, 2004.

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

							Period From
							April 13, 2004
	Quarter Ended			Six Months Ended			(inception) –
	June 30, 2005			June 30, 2005			June 30, 2004
Revenue
Revenue from fuel sales	$	34,243		$	64,630		$	—
Service revenue		36,945			70,951			—
Financing and equipment lease income		1,331			2,673			—
		72,519			138,254			—
Costs and expenses
Cost of fuel sales		19,708			36,803			—
Cost of services		19,720			36,976			—
Selling, general and administrative expenses		18,714			37,876			2,581
Fees to manager		2,209			4,152			—
Depreciation expense		1,420			2,747			—
Amortization of intangibles		3,235			6,320			—
Operating income (loss)		7,513			13,380			(2,581	)
Other income (expense)
Dividend income		6,184			6,184			—
Interest income		1,231			2,330			—
Interest expense		(7,511	)		(15,269	)		—
Equity in (loss) earnings and amortization charges of investee		(1,139	)		514			—
Other income (expense), net		261			(654	)		—
Net income (loss) before income taxes and minority interests		6,539			6,485			(2,581	)
Income taxes		579			579			—
Net income (loss) before minority interests		5,960			5,906			(2,581	)
Minority interests		324			353			—
Net income (loss)	$	5,636		$	5,553		$	(2,581	)

We recognized net income of $5.6 million in both the quarter and six months ended June 30, 2005. Our airport services business contributed $1.7 million and $3.1 million, respectively, of net income. We recorded a net loss of $1.1 million and $513,000 net income for the quarter and six months ended June 30, 2005, respectively, from our 50% equity investment in CHL, net of amortization of $1.2 million and $2.4 million for the same periods.

Our district energy business earned net income in the quarter of $409,000 due to strong increases in consumption revenue. Year to date District Energy has a net loss of $353,000 due to higher depreciation and amortization expense.

Our airport parking business had net losses of approximately $43,000 and $455,000 for the quarter and six months ended June 30, 2005, respectively. These results were primarily due to increased direct expenses in the airport parking business associated with the new locations opening during the second quarter of 2004. We also recorded $2.2 million in base management fees earned by our Manager for the quarter ended June 30, 2005.

We have included EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for each segment as we consider it to be an important measure of our overall performance. We believe EBITDA provides additional insight into the performance of our operating companies and our ability to service our obligations and support our ongoing dividend policy.

19

A reconciliation of net loss to earnings before interest, taxes, depreciation and amortization (“EBITDA”) is provided below (in thousands):

					April 13, 2004
	Quarter Ended		Six Months Ended		(inception) –
	June 30, 2005		June 30, 2005		June 30, 2004
Net income (loss)	$	5,636	$	5,553	$	(2,581	)
Interest expense, net		6,280		12,939		—
Income taxes		579		579		—
Depreciation (1)		3,411		6,632		—
Amortization (2)		3,235		6,320		—
EBITDA	$	19,141	$	32,023	$	(2,581	)

(1)

Includes depreciation expense of $546,000 for the quarter ended June 30, 2005 and $1.0 million for the six months ended June 30, 2005 for the airport parking business, and $1.4 million for the quarter ended June 30, 2005 and $2.8 million for the six months ended June 30, 2005 for the district energy business which is included in cost of services on our consolidated condensed statement of operations.

(2)

Does not include $1.2 million and $2.4 million of amortization expense related to intangible assets in connection with our acquisition of our toll road business for the quarter and the six months ended June 30, 2005, respectively.

20

BUSINESS SEGMENT OPERATIONS

Airport Services Business

          NACH (Atlantic)

The following section summarizes the historical consolidated financial performance of NACH for the quarter and six months ended June 30, 2005. The comparative quarter and six months ended June 30, 2004 represent the results of operations of Executive Air Support, Inc., the holding company for Atlantic. The 2005 six months results also include the operating results of GAH from the acquisition date of January 14, 2005.

($ in thousands)	Quarter Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004
Fuel revenue	$	24,796	$	18,266	$	47,624	$	36,052
Non-fuel revenue		8,588		6,190		17,393		12,871
Total revenue		33,384		24,456		65,017		48,923
Cost of revenue — fuel		14,150		9,277		26,731		18,345
Cost of revenue — non-fuel		739		606		1,549		1,266
Total cost of revenue		14,889		9,883		28,280		19,611
Fuel gross profit		10,646		8,989		20,893		17,707
Non-fuel gross profit		7,849		5,584		15,844		11,605
Gross profit		18,495		14,573		36,737		29,312
Selling, general and administrative expenses		10,645		8,907		21,311		18,263
Depreciation and amortization		2,926		1,021		5,623		1,922
Operating income		4,924		4,645		9,803		9,127
Other expense		26		84		946		5,304
Interest expense, net		2,556		1,040		5,196		2,131
Provision for income taxes		972		1,407		1,604		675
Income from continuing operations(1)	$	1,370	$	2,114	$	2,057	$	1,017
Reconciliation of income from continuing operations to EBITDA Income from continuing operations(1)		1,370		2,114		2,057		1,017
Interest expense, net		2,556		1,040		5,196		2,131
Provision for income taxes		972		1,407		1,604		675
Depreciation and amortization		2,926		1,021		5,623		1,922
EBITDA	$	7,824	$	5,582	$	14,480	$	5,745

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

Key Factors Affecting Operating Results

Key factors affecting the quarter and six months ended June 30, 2005 were as follows:

• Contribution of positive operating results from two new California FBOs acquired in January 2005

• Total fuel volumes (including into-plane volumes as described below) at existing locations increased by 5.0% for the quarter ended June 30, 2005 and decreased by 0.8% for the six month period ended June 30, 2005

• Conversion of two key customers to into-plane fueling contracts

Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004

          Fuel Revenue and Fuel Gross Profit

We generated $24.8 million in fuel revenue during the second quarter of 2005, a $6.5 million, or 35.7%, increase over the second quarter of 2004. This increase was due to a significant increase in average jet fuel prices and a 11.7% increase in jet fuel volumes. GAH contributed $4.9 million to fuel revenue.

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Excluding GAH, jet fuel volumes decreased 10.0%. This decline is primarily due to the conversion of two large customers to into-plane contracts in the last quarter of 2004, as described below. Total jet fuel and into-plane volumes, excluding GAH, increased 5.0% in the second quarter 2005 over the second quarter 2004.

During the fourth quarter of 2004, NACH renegotiated certain fuel supply contracts with two large customers. These customers converted from regular fuel sales to contracts under which Atlantic delivers customer-owned fuel to the customers for a specified fee. These arrangements are known as “into-plane” fueling. For accounting purposes revenue and gross profit from into-plane fueling are classified in our results as non-fuel revenue and non-fuel gross profit, respectively, reflecting the lack of price risk with respect to fuel. The differing accounting treatment of revenue and gross profit derived from these large customers from fuel to non-fuel affects the comparison of the 2005 second quarter results with the 2004 second quarter results. Revenue in particular is not comparable as it includes only the fee in 2005, but includes both the cost of fuel and a mark-up in 2004.

We earned $10.6 million in fuel gross profit during the second quarter of 2005, a $1.7 million, or 18.4%, increase over the second quarter of 2004. This was due in part to an increase in average dollar fuel margins and in part to an overall increase in jet fuel volumes as discussed above. Excluding GAH, which contributed $2.0 million to fuel gross profit, fuel gross profit decreased by $344,000 due primarily to the decrease in fuel volumes from the conversion to into-plane contracts as discussed above. However, increases in volumes sold to other customers positively impacted fuel gross profit, offset by slightly lower margins. We generally pursue a strategy of keeping dollar margins relatively steady, thereby passing any increase in fuel prices to the customer. As a result, while rising fuel prices may increase our dollar profit margin, our percentage profit margin will decrease.

          Non-Fuel Revenue and Non-Fuel Gross Profit

During the second quarter of 2005 compared to the same 2004 quarter, non-fuel revenue increased by $2.4 million, or 38.7%, to $8.6 million, and non-fuel gross profit increased by $2.3 million, or 40.6%, to $7.8 million. These increases were due primarily to the acquisition of GAH, which contributed $1.3 million of non-fuel revenue and $1.2 million of non-fuel gross profit, and the conversion to into-plane revenue discussed above, which contributed $739,000 of revenue and gross profit. Excluding GAH and the into-plane conversions, into-plane volumes and margins increased contributing to the increase in gross profit. The balance of the increases in both revenue and gross profit was largely due to increased hangar rentals, mostly due to a new hangar addition completed at the end of 2004.

          Gross Profit

Our gross profit, comprised of our fuel gross profit and non-fuel gross profit, was $18.5 million for the second quarter of 2005, a 26.9% increase over the second quarter of 2004. GAH contributed $3.2 million to this increase. Excluding GAH, gross profit increased by 5.0%.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses were $10.6 million for the second quarter of 2005, an increase of $1.7 million, or 19.5%, over the same 2004 period. GAH contributed $1.8 million to selling, general and administrative expenses. Excluding GAH, expenses declined slightly by 0.3% from the second quarter of 2004. The decrease was largely attributable to lower head office labor expenses.

          Depreciation and Amortization

Depreciation and amortization expense increased by $1.9 million, or 186.6%, in the second quarter of 2005 compared to the same 2004 period, reflecting the increase in carrying value of Atlantic’s net assets to fair value upon the acquisition of Atlantic by NACH.

          Interest Expense, Net

Net interest expense increased by $1.5 million, or 146%, from the second quarter of 2004 to the second quarter of 2005 due to the increase in the level of debt incurred after NACH’s acquisition of Atlantic and the acquisition of GAH in the first quarter of 2005. NACH’s current debt balance is $160.5 million, compared to a debt balance at June 30, 2004 of $33.7 million. Of the current outstanding balance, 75% is hedged until October 2009 through interest rate swaps. On 61% of the current debt the hedges fix the floating component of the interest rate at 3.35% for 3 years, then 4.57% for 2 years, and on 14% of the current debt the hedges fix the floating component of the interest rate at 3.73% for 3 years, then at 4.53% for 2 years.

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          Income From Continuing Operations

Income from continuing operations for the second quarter of 2005 was $1.4 million, a decrease of $744,000 or 35.2% from the second quarter of 2004 largely as a result of higher depreciation, amortization and interest expense due to the Atlantic acquisition, partially offset by higher gross profit due primarily to GAH.

          EBITDA

NACH earned $7.8 million in EBITDA in the second quarter of 2005, an increase of $2.2 million, or 40.1%, over the same 2004 period. Excluding GAH, which contributed $1.4 million, EBITDA would have increased by 15.8% or $882,000, largely due to an increase in gross profit and lower head office expenses.

          Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004

          Fuel Revenue and Fuel Gross Profit

We generated $47.6 million in fuel revenue during the six months ended June 30, 2005, an $11.6 million, or 32.1%, increase over the first six months of 2004. The increase was attributable to a significant increase in average fuel prices and a 12.0% increase in fuel volume. GAH contributed $10.1 million to fuel revenue.

Excluding GAH, fuel volumes decreased 11.4%. This decline is primarily due to the conversion of two large customers to into-plane contracts in the last quarter of 2004, as described above. Total fuel and into-plane volumes, excluding GAH, decreased 0.8% for the six month period ending June 30, 2005 compared to the same 2004 period.

We generated $20.9 million in fuel gross profit during the six months ended June 30, 2005, a $3.2 million, or 18.0%, increase over the first six months of 2004. This was due in part to an increase in average dollar fuel margins and in part to an increase in jet fuel volumes. Excluding GAH, which contributed $4.4 million, fuel gross profit decreased by $1.2 million. This was largely due to the decrease in fuel volumes from the conversion to into-plane contracts as discussed above. However, fuel gross profit was positively impacted by increases in fuel volumes sold to other customers offset by slightly lower average dollar margins.

          Non-Fuel Revenue and Non-Fuel Gross Profit

During the six months ended June 30, 2005, compared to the same 2004 period, non-fuel revenue increased by $4.5 million, or 35.1%, to $17.4 million, and non-fuel gross profit increased by $4.2 million, or 36.5%, to $15.8 million. These increases were primarily due to GAH, which contributed $2.5 million of non-fuel revenue and $2.3 million of non-fuel gross profit, and the conversion to into-plane contracts discussed above, which contributed $930,000 of revenue and gross profits. The balance of the increases in both revenue and gross profit was primarily due to higher into-plane margins and volumes, increased hangar rentals, mostly due to a new hangar addition completed at the end of 2004 and higher de-icing revenue and profits, partly offset by lower concession fees.

          Gross Profit

Our combined fuel and non-fuel gross profit, was $36.7 million for the first six months of 2005, a 25.3% increase over the first six months of 2004. GAH contributed $6.7 million to the increase. Excluding GAH, gross profit increased 2.3%.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses were $21.3 million for the six months ended June 30, 2005, an increase of $3.0 million, or 16.7%, over the same 2004 period. GAH contributed $3.3 million to selling, general and administrative expenses. Excluding GAH, expenses declined by $231,000, or 1.3%, from the first six months of 2004. The decrease was largely attributable to lower corporate center labor expenses.

          Depreciation and Amortization

Depreciation and amortization expense increased by $3.7 million, or 193%, in the six months ended June 30, 2005 compared to the same 2004 period, reflecting the increase in carrying value of Atlantic’s net assets to fair value upon the acquisition of Atlantic by NACH.

          Other Expense

Other expense decreased $4.4 million or 82.2% in the six months ended June 30, 2005 compared to the same period in 2004 due to inclusion in 2004 of a non-recurring $5.2 million expense attributable to then outstanding warrants. The warrants were subsequently

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cancelled in connection with the acquisition of Atlantic by NACH. Other expense in the first quarter of 2005 also included $913,000 in underwriting fees incurred in relation to the acquisition of GAH (funded with offering proceeds).

          Interest Expense, Net

Net interest expense increased by $3.1 million, or 144% for the six months ended June 30, 2005 compared to the same 2004 period, due to the increase in the level of debt incurred after NACH’s acquisition of Atlantic and the acquisition of GAH in the first quarter of 2005.

          Income From Continuing Operations

Income from continuing operations for the six months period ended June 30, 2005 was $2.1 million, an increase of $1.0 million, or 102.3%, over the same 2004 period largely as a result of higher operating income offset by higher provision for income taxes.

          EBITDA

NACH earned $14.5 million in EBITDA in the six months ended June 30, 2005, an increase of $8.7 million, or 152.0%, over the same 2004 period. Excluding GAH, which contributed $3.3 million, EBITDA would have increased by 95.4% or $5.4 million, largely due to the $5.2 million non-recurring expense for warrants that were subsequently cancelled. The remainder of the change was due to an increase in gross profit and lower head office labor expenses.

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          MANA (AvPorts)

The following table summarizes the historical consolidated financial performance of MANA for the quarter and six months ended June 30, 2005 and June 30, 2004. MANA was acquired by us on December 22, 2004 and the 2005 results of operations reflect our new basis in the acquired assets.

($ in thousands)	Quarter Ended June 30,						Six Months Ended June 30,
	2005			2004			2005		2004
Fuel revenue	$	9,447		$	7,569		$	17,006	$	13,834
Non-fuel revenue		3,948			3,675			9,700		8,538
Total revenue		13,395			11,244			26,706		22,372
Cost of revenue — fuel		5,558			3,982			10,072		7,053
Cost of revenue — non-fuel		1,037			965			2,554		2,317
Total cost of revenue		6,595			4,947			12,626		9,370
Fuel gross profit		3,889			3,587			6,934		6,781
Non-fuel gross profit		2,911			2,710			7,146		6,221
Gross profit		6,800			6,297			14,080		13,002
Selling, general and administrative expenses		4,675			4,306			9,193		8,368
Depreciation and amortization		779			1,597			1,548		3,179
Operating income		1,346			394			3,339		1,455
Interest expense, net		743			913			1,527		1,829
Other (income) expense		(1	)		9			1		19
Provision for income taxes		256			(1	)		767		150
Net income (loss)	$	348		$	(527	)	$	1,044	$	(543	)
Reconciliation of net income (loss) to EBITDA
Net income (loss)		348			(527	)		1,044		(543	)
Interest expense, net		743			913			1,527		1,829
Provision for income taxes		256			(1	)		767		150
Depreciation and amortization		779			1,597			1,548		3,179
EBITDA	$	2,126		$	1,982		$	4,886	$	4,615

          Key Factors Affecting Operating Results

Key factors affecting the quarter and six months ended June 30, 2005 were as follows:

• Jet fuel volumes increased 6.7% and 6.3% over the prior quarter and six months ended June 30, 2004, respectively

• Significant increase in de-icing revenue increased six month results

• Amortization decreased due mainly to the expiration in November 2004 of a non-compete agreement

• Selling, general and administrative expenses increased largely due to the establishment of a stock appreciation rights plan and higher professional fees

          Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004

          Fuel Revenue and Fuel Gross Profit

MANA generated $9.4 million in fuel revenue during the second quarter of 2005, an increase of $1.9 million, or 24.8%, over the comparable 2004 period. This was due primarily to an increase of 6.7% in jet fuel volumes and rising fuel costs, which are generally passed through to our customers.

Fuel gross profit increased by $302,000 or 8.4% in the second quarter of 2005, versus the second quarter of 2004. This was due primarily to the aforementioned jet fuel volume increase, as well as a slight increase in dollar margin per gallon.

          Non-Fuel Revenue and Non-Fuel Gross Profit

MANA earned $3.9 million in non-fuel revenue during the second quarter of 2005, an increase of $273,000, or 7.4%, over the

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comparable 2004 period. This was due primarily to a 3.4% increase in de-icing revenue, into-plane fuel volumes and an increase in into-plane fees per gallon, as well as an increase in pass-through fees charged to customers on the behalf of respective airport authorities. MANA retains a portion of the pass-through fees.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $369,000, or 8.6%, from the second quarter of 2004 to the same 2005 period. Part of this increase was due to the implementation in the second quarter 2005 of a stock appreciation rights plan for senior employees designed to align their interests with MIC’s interests and to reward employees for outstanding performance. There was a $265,000 accrual related to the establishment of the plan incurred in the second quarter of 2005.

          Depreciation and Amortization

Depreciation and amortization expense decreased by $817,000, or 51.1%, during the second quarter of 2005 versus the same 2004 period, due primarily to the expiration in November 2004 of a two year $7.5 million non-compete agreement. This decrease was partially offset by higher amortization expense due to the recording of MANA’s net assets at fair value upon acquisition.

          Interest Expense, Net

MANA’s interest expense decreased by $170,000, or 18.6%, during the second quarter of 2005 versus the same 2004 period. Interest expense included non-cash amortization of debt issuance costs of $169,000 in the second quarter of 2004, which was eliminated as part of our acquisition of MANA. MANA’s current debt balance is $36.0 million, of which 75% is hedged until November 2007 through interest rate swaps. These swaps effectively fix the floating component of the interest rate on 75% of the debt at 3.55%. Interest expense in the second quarter of 2005 included $284,000 on fixed rate intercompany debt. The intercompany debt balance of $12.0 million was converted to equity on June 27, 2005.

          Net Income (Loss)

MANA’s net income for the quarter ended June 30, 2005 was $348,000, an increase of $875,000 over the second quarter of 2004, largely due to lower amortization expense and higher gross profit, offset by higher income tax expense due to the increase in operating income.

          EBITDA

MANA earned $2.1 million in EBITDA in the second quarter of 2005, an increase of $144,000, or 7.3%, over the second quarter of 2004. This was due primarily to higher fuel volumes and increased into-plane volumes and margins leading to stronger gross profits. These increases were partially offset by higher selling, general and administrative expenses, primarily the result of establishing the stock appreciation rights plan discussed above.

          Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004

          Fuel Revenue and Fuel Gross Profit

MANA generated $17.0 million in fuel revenue during the first six months of 2005, an increase of $3.2 million, or 22.9%, over the comparable 2004 period. This was due primarily to an increase of 6.3% in jet fuel volumes and rising fuel costs, which are generally passed through to our customers.

Fuel gross profit increased by $153,000, or 2.3%, in the first six months of 2005, versus the comparable 2004 period. This was due primarily to the aforementioned volume increase, partially offset by a decrease in dollar margin per gallon.

          Non-Fuel Revenue and Non-Fuel Gross Profit

MANA’s $1.2 million, or 13.6%, increase in non-fuel revenue to $9.7 million in the first six months of 2005 from the comparable 2004 period, resulted largely from an $814,000 increase in commercial de-icing revenue at our northeast locations due to colder weather conditions. MANA also had increases in into-plane fuel revenue due to a 4% increase in volumes, and rental revenue due to expanded hangar capacity. The increases were partially offset by a decline in FBO service revenue. Non-fuel gross profit increased $925,000, or 14.9% on the strength of higher revenue offset by higher costs of $237,000.

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          Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $825,000, or 9.8%, in the first six months of 2005 compared to the comparable 2004 period. This increase was largely due to higher professional fees and the implementation of a stock appreciation rights plan.

          Depreciation and Amortization

Depreciation and amortization expense decreased by $1.6 million, or 51.3%, in the first six months of 2005 from the comparable 2004 period, due primarily to the expiration in November 2004 of a two year $7.5 million non-compete agreement. This decrease was partially offset by higher amortization expense due to recording MANA’s net assets at fair value upon acquisition.

          Interest Expense, Net

MANA’s interest expense decreased by $302,000, or 16.5%, during the first six months 2005 versus the same 2004 period. Interest expense included non-cash amortization of debt issuance costs of $338,000 in the first half of 2004, which was eliminated as part of our acquisition of MANA.

          Net Income (Loss)

MANA’s net income for the six months ended June 30, 2005 was $1.0 million, an increase of $1.6 million over the six months ended 2004, largely as a result of higher gross profit and lower amortization expense, offset by higher income tax expense due to the increase in operating income.

          EBITDA

MANA earned $4.9 million of EBITDA in the six months ended June 30, 2005, an increase of $271,000, or 5.9%, over the first half of 2004. This was due mainly to increased de-icing activity, fuel volumes and increased into-plane volumes and margins, leading to stronger gross profits. These increases were partially offset by higher selling, general and administrative expenses primarily the result of establishing the stock appreciation rights plan discussed above and higher professional fees.

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Airport Parking Business

The following table summarizes the historical consolidated financial performance of MAPC for the quarter and six months ended June 30, 2005 and 2004. We acquired MAPC on December 23, 2004 and the 2005 results of operations reflect our new basis in the acquired assets.

($ in thousands)	Quarter Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Revenue	$	14,275		$	13,058		$	27,584		$	25,214
Direct expenses		10,188			9,447			20,294			17,897
Gross profit		4,087			3,611			7,290			7,317
Selling, general and administrative expenses		1,280			1,093			2,235			2,009
Amortization of intangibles		609			1,059			1,218			1,840
Operating income		2,198			1,459			3,837			3,468
Interest expense, net		(2,289	)		(1,995	)		(4,403	)		(3,966	)
Other income (expense)		22			(10	)		(3	)		(10	)
Provision for income taxes		—			—			—			—
Minority interest in loss of consolidated subsidiaries		26			174			114			148
Net loss	$	(43	)	$	(372	)	$	(455	)	$	(360	)
Reconciliation of net loss to EBITDA
Net loss		(43	)		(372	)		(455	)		(360	)
Interest expense, net		2,289			1,995			4,403			3,966
Provision for income taxes		—			—			—			—
Depreciation		546			586			1,049			1,145
Amortization of intangibles		609			1,059			1,218			1,840
EBITDA	$	3,401		$	3,268		$	6,215		$	6,591

          Key Factors Affecting Operating Results

Key factors affecting the quarter and six months ended June 30, 2005 were as follows:

• Customers using our pre-existing parking facilities increased by 5.1% and 6.0% for the quarter and six months, respectively, compared to the same period in 2004

• Internet marketing initiatives and increased air passenger traffic generated higher volumes of customers which increased overall revenue, but we believe shorter lengths of stay put downward pressure on revenue per car out

• Higher EBITDA for the quarter primarily reflects reduced operating losses at our new facilities. Lower EBITDA for the six months reflects operating losses at the new facilities for the full six months in 2005

• Operating margins at our pre-existing facilities improved

          Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004

          Revenue

MAPC revenue for the quarter ended June 30, 2005 of $14.3 million was $1.2 million or 9.3% higher than in the quarter ended June 30, 2004 due to additional revenue of $905,000 from new facilities and an increase of $563,000 in revenue from pre-existing facilities. We consider pre-existing facilities to be facilities that were in operation at the beginning of the second quarter 2004, in contrast to new facilities. Revenue from pre-existing facilities increased due to an overall increase in air passenger traffic at our locations and the results of internet marketing initiatives. Two of our new facilities commenced operations in the second quarter of 2004, one of which did not generate significant revenue until September 2004 and the other is being used as an overflow lot pending conversion to a stand alone facility. The increase in revenue in 2005 was partially offset by non-recurring revenue of $251,000 from the cash settlement of

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an early contract termination in 2004. As illustrated in the following table, our airport parking business benefited from an increase in customer volume during the June quarter versus the same quarter in 2004.

	June 30, 2005		June 30, 2004		Percentage Change
Overnight Occupancy		15,751		14,712		7.1	%
Total Cars Out		389,416		343,013		13.5	%
Cars Out at Pre-existing Facilities		360,619		343,013		5.1	%

Overnight occupancy represents the occupancy at the lowest point of the day and does not reflect turnover and intra-day activity. Cars out represents the number of customers who depart within the quarter.

While cars out at new and pre-existing facilities increased 13.5%, revenue increased just 9.3%. We believe this is due to the average revenue per car out having declined as a result of an increase in customers with shorter lengths of stay.

Although the number of cars using our facilities has generally increased over 2004, our airport parking business has capacity to accommodate further growth. At facilities where we are operating at peak capacity intra day, we are currently utilizing overflow lots. We are also exploring opportunities for additional overflow facilities and the use of car lifts.

Throughout second quarter and the beginning of third quarter 2005, we selectively increased rates and reduced discounts. The second quarter 2005 does not fully reflect the effect of these changes. We continuously monitor and seek to rationalize our pricing policies in our parking business.

          Direct Expenses

Direct expenses for the quarter ended June 30, 2005 increased by $740,000, or 7.8% to $10.2 million. This primarily resulted from an increase in direct costs at new locations of $564,000. Direct costs at pre-existing locations increased by $174,000 as a result of an additional $345,000 in non-cash deferred rent expenses from securing our 30 year lease at our Hartford facilities offset by a reduction in operating costs and depreciation.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses for the second quarter of 2005 increased by $187,000, or 17.1%, over the second quarter of 2004 primarily due to payroll and consulting fees in connection with the creation of a national operations team. The national operations team is an integral part of our strategy to increase cash flow at existing sites as well as integrate new sites effectively.

          Amortization of Intangibles

Amortization decreased largely as a result of accelerated amortization of customer contracts that terminated early in 2004, partially offset by an increase in the carrying value to fair value of the assets acquired when MAPC was purchased by us on December 23, 2004.

          Interest Expense, Net

Net interest expense in the second quarter 2005 increased by $294,000, or 14.7%, compared to the same 2004 period, as the LIBOR rates increased to 3.09% in June 2005 compared to 1.12% in June 2004. The current rate is still below the LIBOR interest rate cap of 4.5%. Interest expense was partially offset by the elimination of deferred finance cost amortization resulting from our acquisition.

          Net Loss

Our parking business recorded a net loss for the quarter ended June 30, 2005 of $43,000 compared to a net loss of $372,000 for the quarter ended June 30, 2004. The improvement was primarily due to reduced operating losses at new facilities, improved operating income efficiencies at pre-existing facilities and reduced amortization of intangibles. Overall improvements were partially offset by increases in selling, general and administration expenses, non-recurring revenue from cash settlement of the early contract termination in 2004, additional rental expense associated with securing a 30 year lease at our Hartford facilities and higher debt service costs.

          EBITDA

EBITDA in the quarter ended June 30, 2005 was $3.4 million, a $133,000, or 4.1%, increase from the quarter ended June 30, 2004. The increase was primarily due to a reduction in operating losses at our new facilities and an increase in operating income at pre-existing facilities. This increase was offset by higher selling, general and administration expenses and non-recurring revenue from

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cash settlement of the early contract termination in 2004.

          Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004

          Revenue

MAPC revenue in the six months ended June 30, 2005 of $27.6 million was 9.4% higher than in the six months ended June 30, 2004 due to additional revenue of $1.7 million from new facilities and an increase of $1.1 million in revenue from pre-existing facilities. Revenue from pre-existing facilities increased due to an overall increase in air passenger traffic at our locations and the results of internet marketing initiatives. The increase in revenue was partially offset by a non-recurring revenue of $502,000 from the cash settlement of an early contract termination in 2004.

As illustrated in the following table, our airport parking business benefited from an increase in customer volume during the first half of 2005 versus the same period in 2004.

	Six Months Ended		Six Months Ended
	June 30, 2005		June 30, 2004		Percentage Change
Overnight Occupancy		15,201		14,087		8.0	%
Total Cars Out		745,898		654,294		14.0	%
Cars Out at Pre-existing Facilities		693,382		654,294		6.0	%

Overnight occupancy represents the occupancy at the lowest point of the day and does not reflect turnover and intra-day activity. Cars out represents the number of customers who depart within the quarter.

While cars out increased 14.0% at new and pre-existing facilities, revenue increased just 9.4%. This is a function of the average rate per car out having declined as a result an increase in customers with shorter lengths of stay including intra-day airport employee customers.

          Direct Expenses

Direct expenses for the six months ended June 30, 2005 increased in the first half of 2005 by $2.4 million, or 13%, to $20.3 million. This resulted from increased costs at our new facilities of $1.8 million. Direct costs at our pre-existing facilities increased by $588,000 as a result of increased rent expense in the amount of $673,000 from securing our 30 year lease in Hartford locations. Of this increased rent expense $600,000 is classified as rent in excess of lease and is a non-cash item. Total non-cash rental expense for all locations was $1.0 million and $446,000 in the six months ended June 30, 2005 and 2004 respectively.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses increased in the first half of 2005 by $227,000, or 11.2%, compared to the first half of 2004 as a result of higher professional and consulting fees, and payroll costs associated with the creation of a national operations team.

          Amortization of Intangibles

Amortization decreased largely as a result of accelerated amortization of customer contracts that terminated early in 2004, partially offset by an increase in the carrying value to fair value of the assets acquired when MAPC was purchased by us on December 23, 2004.

          Interest Expense, Net

Net interest expense in the first six months of 2005 increased by $437,000, or 11.0%, over the first six months of 2004 as the LIBOR rate increased to 3.09% as at June 2005 compared to 1.12% in June 2004. The current rate is still below the LIBOR interest rate cap of 4.5%in the parking business’s credit facility. Interest expense was partially offset by the elimination of deferred finance cost amortization resulting from our acquisition.

          Net Loss

Our parking business recorded a net loss for the six months ended June 30, 2005 of $455,000 compared to a net loss of $360,000 for the six months ended June 30, 2004. This was primarily due to increased interest expense and selling, general, and administration expense offset by a reduction in amortization of intangibles. The decrease in gross profit reflects the cash settlement of an early contract termination in 2004 and additional rental expense associated with securing a 30 year lease at our Hartford facilities. Operating

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losses at new facilities were recorded in both quarters of the six months ended June 30, 2005 compared to only one quarter of the comparable period in 2004.

          EBITDA

EBITDA in the six months ended June 30, 2005 was $6.2 million, a $376,000, or 5.7%, decrease from the six months ended June 30, 2004. This was primarily due to a full six months of operating losses at new facilities and increased selling, general, and administration expense. The decrease in gross profit reflects the cash settlement of an early contract termination in 2004 and additional rental expense associated with securing a 30 year lease at our Hartford facilities. Operating losses at new facilities were recorded in both quarters of the six months ended June 30, 2005 compared to only one quarter of the comparable period in 2004.

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District Energy Business

The following table compares the historical consolidated financial performance of MDEH for the quarter and six months ended June 30, 2005 and 2004.

We have combined the results of operations for the predecessor Thermal Chicago Corporation from January 1, 2004 through June 30, 2004, prior to acquisition by MDEH with MDEH from January 1, 2004 through June 30, 2004.

For the quarter and six months ended June 30, 2005 the results of operations includes ETT Nevada Inc., the 75% owner of Northwind Aladdin LLC, which was indirectly acquired by MDEH in September 2004. The results for ETT Nevada are not included in the quarter and six months ended June 30, 2004.

	Quarter Ended June 30,						Six Months Ended June 30,
($ in thousands)	2005			2004			2005			2004
Cooling capacity revenue	$	4,127		$	4,075		$	8,186		$	8,132
Cooling consumption revenue		5,508			4,194			7,036			5,469
Other revenue		499			246			1,052			505
Finance lease revenue		1,331			334			2,673			671
Total revenue		11,465			8,849			18,947			14,777
Direct expenses — electricity		3,259			2,458			4,281			3,100
Direct expenses — other (1)		4,497			3,111			8,298			5,893
Direct expenses — total		7,756			5,569			12,579			8,993
Gross profit		3,709			3,280			6,368			5,784
Selling, general and administrative expenses		858			1,256			1,715			2,132
Amortization of intangibles		341			28			678			56
Operating income		2,510			1,996			3,975			3,596
Interest expense, net		(2,016	)		(11,556	)		(4,158	)		(12,633	)
Other income		265			1,342			297			1,394
Benefit for income taxes		—			2,839			—			2,366
Minority interest		(350	)		—			(467	)		—
Net income (loss)	$	409		$	(5,379	)	$	(353	)	$	(5,277	)
Reconciliation of net income (loss) to EBITDA
Net income (loss)	$	409		$	(5,379	)	$	(353	)	$	(5,277	)
Interest expense, net		2,016			11,556			4,158			12,633
Benefit for income taxes		—			(2,839	)		—			(2,366	)
Depreciation		1,445			724			2,836			1,436
Amortization of intangibles		341			28			678			56
EBITDA	$	4,211		$	4,090		$	7,319		$	6,482

(1) Other direct expenses include payroll and related expenses (labor), operations and maintenance, real estate taxes, rent charges, and depreciation.

The majority of revenue generated by our District Energy business is fixed capacity payments and variable usage payments. Capacity revenue is generated regardless of the actual volume of cooling used. Consumption revenue varies based on the actual volume of cooling. The business generates finance lease revenue from equipment leasing agreements with certain customers.

Key Factors Affecting Operating Results

Key factors affecting the quarter and six months ended June 30, 2005 compared to the quarter ended June 30, 2004 were as follows:

• Capacity revenue generally increased in-line with inflation

• Excluding ETT Nevada, consumption ton-hours sold were higher mostly due to above average temperature in Chicago in June 2005

• EBITDA was higher largely due to the inclusion of ETT Nevada

• Excluding ETT Nevada and non-recurring financial restructuring gain in 2004 of $1.3 million, EBITDA increased by 19.8%

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in the three months ended June 30, 2005

          Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004

          Revenue

Revenue increased by approximately $2.6 million, or 29.6%, in the second quarter of 2005 compared to the second quarter of 2004. ETT Nevada contributed $1.8 million of the increase, including $566,000 in cooling consumption revenue, $1.0 million in finance lease revenue, and $238,000 in other revenue.

Excluding ETT Nevada, revenue increased at Thermal Chicago by approximately $802,000, or 9.1%, from the second quarter 2004. This included an increase in cooling consumption revenue of $747,000 primarily due to an increase in consumption ton-hours sold of 12.8% mostly due to above average temperature in Chicago in June 2005, and annual scheduled increases in contract consumption rates. The remainder was primarily due to annual inflation-related increases of contract capacity rates in accordance with the terms of existing customer contracts. Contracted capacity increased during the second quarter with a new customer expected to be on-line in mid 2006.

          Direct Expenses — Electricity

Direct expenses for electricity increased approximately $801,000, or 32.6%, in the second quarter of 2005 compared to the second quarter of 2004, of which $433,000 relates to ETT Nevada.

Excluding ETT Nevada, direct expense for electricity increased by approximately $368,000, or 15.0%, from the second quarter of 2004. The increase was primarily due to higher consumption ton-hours sold, which led to incremental electricity expense of $319,000. The balance of the increase relates to new transmission charges passed on to us beginning in May 2004 by the one electricity supplier that provides power under a retail energy supply contract. These charges will not vary significantly with consumption levels.

          Other Direct Expenses

Other direct expenses increased by $1.4 million, or 44.6%, in the second quarter of 2005 compared to the second quarter of 2004, of which $323,000 relates to ETT Nevada.

Excluding ETT Nevada, other direct expenses increased by $1.1 million, or 34.2%, from the second quarter of 2004. The primary causes were $720,000 of additional depreciation resulting from recording the acquisition of Thermal Chicago by MDEH at fair value, $270,000 related to the timing of operations and maintenance expense for reliability and required corrective maintenance issues, and additional direct labor costs from scheduled increases in wages and benefits for union workers. We expect the timing difference in operations and maintenance expense to reverse over the remainder of the year.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $398,000, or 31.7%, in the second quarter of 2005 compared to the second quarter of 2004. Excluding ETT Nevada’s expense of $71,000, selling, general and administrative expenses decreased by $470,000, or 37.4%, from the second quarter of 2004 due to the absence of expenses related to the sale of Thermal Chicago by Exelon in 2004.

          Amortization of Intangibles

Amortization of intangibles increased by $313,000 in the second quarter of 2005 compared to the second quarter of 2004 as a result of the increase in the carrying value of intangible assets to fair value resulting from the acquisition of Thermal Chicago by MDEH on June 30, 2004.

          Interest Expense, Net

Net interest expense decreased by approximately $9.5 million, or 82.6%, in the second quarter of 2005 compared to the second quarter of 2004. This substantial decrease was due to a one time make-whole payment to redeem outstanding bonds prior to the acquisition of Thermal Chicago by MDEH. The $2.0 million of net interest expense for the quarter ended June 30, 2005 primarily relates to the interest expense associated with long term debt of $120 million outstanding at June 30, 2005. Of the $11.5 million of net interest expense for the quarter ended June 30, 2004, $10.3 million relates to the make-whole payment, $339,000 relates to the termination of

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an interest rate swap that was used to hedge MDE’s long term interest rate risk pending issuance of notes in the private placement, with the remainder relating to the average outstanding debt balance at June 30, 2004.

          Other Income

Other income for the second quarter of 2005 was $1.1 million, or 80.3%, lower than for the second quarter of 2004. This decrease was largely due to a non-recurring gain of $1.3 million from financial restructuring undertaken by Exelon prior to the sale of Thermal Chicago to MDEH in June 2004. The balance relates to a minority investor’s share of a $925,000 settlement providing for the early release of escrow on the Aladdin bankruptcy. Our majority share of this amount is recorded as a purchase price adjustment.

          Provision (Benefit) for Income Taxes

No income tax expense was recorded for the quarter ended June 30, 2005 compared to an income tax benefit of $2.8 million for the quarter ended June 30, 2004. The tax benefit for 2004 relates directly to losses at Thermal Chicago prior to the MDEH acquisition on June 30, 2004.

          Net Income (Loss)

Net income was $409,000 for the quarter ended June 30, 2005 compared to a net loss of $5.4 million for the quarter ended June 30, 2004. The improvement in net income from the second quarter of 2004 was largely due to the inclusion of ETT Nevada combined with acquisition-related 2004 selling, general and administrative expenses and the make–whole payment on debt in 2004. The increase was partially offset by higher depreciation and amortization charges, the 2004 non-recurring tax benefit and other income from a financial restructuring.

          EBITDA

EBITDA was $4.2 million, including $868,000 from ETT Nevada for the quarter ended June 30, 2005, approximately $121,000, or 3.0%, higher than in the quarter ended June 30, 2004. EBITDA, excluding ETT Nevada, was $747,000, or 18.3%, lower in the second quarter 2005 due to a $1.3 million non-recurring financial restructuring gain in 2004. Exclusive of the one-time gain, EBITDA, excluding ETT Nevada, would have been $553,000, or 19.8% higher than the quarter ended June 30, 2004.

          Six Months Ended June 30, 2005 compared to Six Months Ended June 30, 2004

          Revenue

Revenue increased by approximately $4.2 million, or 28.2%, for the six month period ended June 30, 2005 compared to the six month period ended June 30, 2004. ETT Nevada contributed $3.5 million of the increase, including $1.0 million in cooling consumption revenue, $2.0 million in finance lease revenue, and $496,000 in other revenue.

Excluding ETT Nevada, revenue at Thermal Chicago increased by approximately $699,000, or 4.7%, from the six month period ended June 30, 2004. This included an increase in cooling consumption revenue of $616,000 primarily due to an increase in consumption ton-hours sold of 8.0% mostly due to above average temperature in Chicago in June 2005, and annual scheduled increases in contract consumption rates. The remainder was primarily due to annual inflation-related increases of contract capacity rates in accordance with the terms of existing customer contracts offset by a one-time credit to a customer.

          Direct Expenses – Electricity

Direct expenses for electricity increased approximately $1.2 million, or 38.1%, for the six month period ended June 30, 2005 compared to the six months ended June 30, 2004, of which $649,000 relates to ETT Nevada.

Excluding ETT Nevada, direct expense for electricity increased by approximately $532,000, or 17.2%, from the six months ended June 30, 2004. The increase was primarily due to higher consumption ton-hours sold, which led to incremental electricity expense of $270,000. The balance of the increase relates to new transmission charges passed on to us beginning in May 2004 by the one electricity supplier that provides power under a retail energy supply contract. These charges will not vary significantly with consumption levels.

          Other Direct Expenses

Other direct expenses increased by $2.4 million, or 40.8%, in the six month period ended June 30, 2005 compared to the six month

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period ended June 30, 2004, of which $655,000 relates to ETT Nevada.

Excluding ETT Nevada, other direct expenses increased by $1.8 million, or 29.7%, from the six months ended June 30, 2004. The primary causes were $1.4 million of additional depreciation as a result of increase in the carrying value of assets to fair value resulting from the acquisition of Thermal Chicago by MDEH on June 30, 2004, $239,000 relates to the timing of operations and maintenance expense for reliability and required corrective maintenance issues, and the remainder consisted of additional direct labor costs from scheduled increases in wages and benefits for union workers. We expect the timing difference in operations and maintenance expense to reverse over the remainder of the year.

          Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by approximately $417,000, or 19.6%, in the six month period ended June 30, 2005 compared to the six month period ended June 30, 2004. Excluding ETT Nevada’s expense of $172,000 selling, general and administrative expenses decreased by $589,000, or 27.6%, from the first six months of 2004 due to 2004 expenses related to the sale of Thermal Chicago by Exelon in 2004.

          Amortization of Intangibles

Amortization of intangibles increased by $622,000 for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 as a result of the increase in the carrying value of intangible assets to fair value resulting from the acquisition of Thermal Chicago by MDEH on June 30, 2004.

          Interest Expense, Net

Net interest expense decreased by approximately $8.5 million, or 67.1%, for the six months ended June 30, 2005 compared to the six months ended June 30, 2004. This substantial decrease was due to a one-time make-whole payment to redeem outstanding bonds prior to the acquisition of Thermal Chicago by MDEH on June 30, 2004. The $4.2 million of net interest expense for the six months ended June 30, 2005 primarily relates to the interest expense associated with long term debt of $120 million outstanding at June 30, 2005. Of the $12.6 million of net interest expense for the six months ended June 30, 2004, $10.3 million relates to the make-whole payment, $339,000 relates to the termination of an interest rate swap that was used to hedge MDE’s long term interest rate risk pending issuance of notes in the private placement, with the remainder relating to the average outstanding debt balance at June 30, 2004.

          Other Income

Other income for the six months ended June 30, 2005 was $1.1 million, or 78.7% lower than for the six months ended June 30, 2004. This decrease was largely due to a non-recurring gain of $1.3 million from financial restructuring undertaken by Exelon prior to the sale of Thermal Chicago to MDEH in June 2004. The balance relates to a minority investor’s share of a $925,000 settlement providing for the early release of escrow on the Aladdin bankruptcy. Our majority share of this amount is recorded as a purchase price adjustment.

          Provision (Benefit) for Income Taxes

No income tax expense was recorded for the six months ended June 30, 2005 compared to income tax benefit of $2.4 million for the six months ended June 30, 2004. The tax benefit for 2004 was generated by the net loss incurred by Thermal Chicago prior to its sale to MDEH in June 2004.

          Net Income ( Loss)

Net loss was $353,000 for the six months ended June 30, 2005 compared to a net loss of $5.3 million for the six months ended June 30, 2004. The improvement was largely due to the inclusion of ETT Nevada combined with acquisition-related 2004 selling, general and administrative expenses, and the make-whole payment on debt in 2004. This increase was partially offset by higher depreciation and amortization charges, the 2004 non-recurring tax benefit and other income from a financial restructuring.

          EBITDA

EBITDA was $7.3 million, including $1.8 million from ETT Nevada for the six months ended June 30, 2005, approximately $837,000, or 12.9% higher than in the six months ended June 30, 2004. EBITDA, excluding ETT Nevada, was $1.0 million, or

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15.4%, lower for the six months ended June 30, 2004 due to a $1.3 million non-recurring financial restructuring gain in 2004. Exclusive of the one-time gain, EBITDA would have been $337,000 or 6.5% higher than the six months ended June 30, 2004.

Toll Road Business

Our consolidated results related to the toll road business consist of three components:

• Our equity in the earnings of CHL, which we hold through MYL, plus amortization charges, which reflect the amortization expense resulting from the increase to fair value of our investment upon our acquisition of 100% of MYL,

• Net interest income resulting from loans between us and a subsidiary of CHL, and

• Corporate selling, general and administrative expenses of MYL.

          Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004

For the quarter ended June 30, 2005, our share of the earnings of CHL plus amortization was $1.1 million, consisting of amortization expense of $1.2 million partially offset by our share of earnings of CHL of $36,000. CHL recorded a decline in earnings in second quarter primarily due to a decrease in the value of interest rate swaps as discussed below.

Net interest income for the quarter ended June 30, 2005 was $198,000, consisting of interest income of $457,000 partially offset by interest expense of $259,000. MYL’s selling, general and administrative expense totalled $118,000 during the quarter ended June 30, 2005.

CHL’s revenue for the quarter ended June 30, 2005 was £12.3 million, 4.2% higher than for the quarter ended June 30, 2004. This was due to a 1.9% increase in vehicle kilometers for the quarter ended June 30, 2005 compared to the quarter ended June 20, 2004 and a scheduled increase in toll bands and rates permitted under concession agreement.

Direct expenses were £2.8 million, including £2.5 million of depreciation expense. Expenses for the quarter were 6.7% lower than the quarter ended June 30, 2004 due to the elimination of the technical services fee. Net income for the quarter ended June 30, 2005 was £0.1 million. This included a £4.7 million decrease in the value of the interest rate swaps held by CHL during the quarter due to lower interest rates.

          Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004

          Net Income

For the six months ended June 30, 2005, our share of the earnings of CHL plus amortization was $513,000, consisting of our share of earnings of CHL of $3.0 million partially offset by amortization expense of $2.4 million.

Net interest income for the six months ended June 30, 2005 was $415,000, consisting of interest income of $933,000 partially offset by interest expense of $519,000. MYL’s selling, general and administrative expense totalled $572,000 during the six months ended June 30, 2005.

CHL’s revenue for the six months ended June 30, 2005 was £23.9 million, 3.9% higher than for the six months ended June 30, 2004. This was due to a 0.9% increase in vehicle kilometers for the six months ended June 30, 2005 compared to the six months ended June 20, 2004 and a scheduled increase in toll bands and rates permitted under concession agreement.

Direct expenses were £5.5 million, including £4.7 million of depreciation expense. Expenses for the six months to June 30, 2005 were 9.8% lower than the quarter ended June 30, 2004 due to the elimination of the technical services fee. Net income for the six months ended June 30, 2005 was £2.9 million. This included a £4.1 million decrease in the value of the interest rate swaps held by CHL during the six month period due to lower interest rates.

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Investments

          Macquarie Communications Infrastructure Group (MCG)

MCG paid a cash distribution of Australian dollar 14.4 cents per stapled security on February 14, 2005 for the 6 month period ended December 31, 2004. We received $1.7 million net of withholding taxes. MCG announced its final distribution for the year ended June 30, 2005 of Australian dollar 14.6 cents per stapled security on June 24, 2005 with an estimated payment date of August 12, 2005. We have included $1.7 million in our net income for the quarter and six months ended June 30, 2005. Cash distributions for the full year 2005 are expected to be approximately $3.4 million net of withholding taxes. We expect year over year growth in cash distributions of 25% for the year ended June 30, 2006 based on public statements made by management of MCG.

          South East Water (SEW)

During the quarter ended June 30, 2005 we received $4.4 million in dividends from our investments in SEW. For the year ended December 31, 2005, we expect to receive total dividends from our investment in SEW of $8.5 million. Included in these expected dividends is a non-recurring component of approximately $2.6 million.

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LIQUIDITY AND CAPITAL RESOURCES

We do not intend to retain significant cash balances in excess of what is required as prudent reserves and currently do not have in place any credit facilities at the holding company level. We believe that we will have sufficient liquidity and capital resources to meet our future liquidity requirements and make regular distributions to our shareholders. Specifically, we believe that our cash from operations and investments, plus $14.4 million of cash in our acquired businesses (net of reserves), will be sufficient to meet our expected dividend payments in 2005. Included in cash in acquired businesses is a working capital adjustment of $3.8 million to the Atlantic purchase price. The section below discusses the consolidated sources and uses of cash.

Our Consolidated Cash Flow

Our financial statements include a consolidated condensed statement of cash flows from operating, financing and investing activities for the six months ended June 30, 2005. Since we acquired our businesses and investments in late December 2004 and January 2005, our consolidated cash flows would not be comparable to any prior period.

	Six Months Ended
	June 30, 2005
	($ in thousands)
Net cash provided by operating activities	$	20,744
Acquisition of businesses and investments, net of cash acquired		(49,594	)
Purchases of property and equipment		(3,364	)
Other investing activities		(72	)
Goodwill adjustment		694
Principal proceeds from subordinated loan		686
Net cash used in investing activities	$	(51,650	)
Proceeds from debt		32,543
Debt financing and offering costs		(3,608	)
Restricted cash		(1,077	)
Distribution paid to shareholders		(15,898	)
Payments of notes, capital lease obligations and long term debt		(725	)
Net cash provided by financing activities	$	11,235

On a consolidated basis, cash flows provided by operating activities totaled $20.7 million for the six months ended June 30, 2005. This is primarily comprised of the operating income of our business segments and income earned from our investments. Cash provided by operating activities is significantly higher than net income primarily due to non-cash expenses, including depreciation and amortization expense of $13.5 million, and deferred rent expense of $1.2 million, and receipts of equipment lease receivables from our district energy business of $789,000. These increases were offset in part by net changes in operating assets and liabilities, which primarily consists of an increase in accounts receivable of $4.5 million, and a decrease in accounts payable and accrued expenses of $3.2 million, offset by reduction of prepaid expenses and current assets of $2.6 million and an increase in due to Manager of $2.0 million.

Cash flow used in investing activities totaled $51.7 million for the six months ended June 30, 2005, which primarily reflects our acquisition of GAH of $49.6 million, capital expenditures of $3.4 million, offset in part by payments received from our shareholder loan to Connect M1-A1 Limited of $686,000. We received a bankruptcy settlement pertaining to our district energy business of $925,000, of which $694,000 was recorded as a purchase accounting adjustment to goodwill and the remaining $231,000 recorded as other income which was wholly allocated to minority interests. The terms of the settlement require the proceeds to be applied to debt reduction. As we are holders of the debt we are entitled to the entire settlement.

Cash flow provided by financing activities totaled $11.2 million for the six months ended June 30, 2005, which reflects debt proceeds of $32.0 million to fund our acquisition of GAH and establish related debt reserves of $1.1 million and proceeds of $542,000 from an existing line of credit facility to fund capital expenditures of Thermal Chicago. These increases were reduced in part by our initial distribution paid to shareholders on June 7, 2005 of $15.9 million.

For further discussion of the debt and capital expenditures at our businesses, our liquidity and capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results on Operations – Liquidity and Capital Resources – Cash Flows Provided from (Used in) Financing Activities by our Consolidated Businesses” and “– Capital Expenditures” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which is incorporated by reference into this report except as noted below.

With respect to our airport services business – Atlantic, we are required to maintain a Debt to EBITDA ratio of 6.00 or less in the first

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year. At December 31, 2004 the Debt to EBITDA ratio was 5.98. As of June 30, 2005, the Debt to EBITDA ratio improved to 5.74.

With respect to our airport services business – AvPorts, we are required to maintain a debt service coverage ratio of 1.625. At December 31, 2004 the debt service coverage ratio was 4.92. As of June 30, 2005, the debt service coverage ratio improved to 5.58.

With respect to our airport parking business – we are required to maintain various debt services reserves totaling $5.7 million. These reserves are currently, and as of June 30, 2005 were, fully funded.

With respect to our district energy business, the terms of the notes provide that if, nine months after the closing date of the Northwind Aladdin acquisition, Macquarie District Energy, Inc. (the wholly-owned subsidiary of MDEH and parent company of Thermal Chicago and Northwind Aladdin), or MDE, and its subsidiaries are unable to confirm that they are not subject to regulation by the Public Utilities Commission of Nevada or are unable to obtain a certificate of public convenience and necessity, the debt service coverage ratio calculation would be adjusted to exclude from cash flow the revenue, but not the operating, maintenance and capital expenditure costs, derived from Northwind Aladdin’s operations unless an indemnity is obtained from the direct or indirect parent of MDE that satisfies certain creditworthiness requirements. On April 27, 2005, the Public Utilities Commission of Nevada issued a declaratory order stating that the Northwind Aladdin facility and its related services are beyond the scope of regulation anticipated by state statute. The order also stated that Northwind Aladdin operates outside of the Commission’s jurisdiction and does not require a certificate of public convenience and necessity. Therefore, MDE is not required to adjust its debt service coverage ratio calculation under the notes. MDE is required to maintain a debt service ratio of 1.25:1. As of June 30, 2005 the debt service coverage ratio was 2.26:1.

Capital Expenditures

On a consolidated basis, we expect to incur $6.2 million of ongoing capital expenditures and $5.6 million of specific capital expenditure expansion projects in fiscal year 2005. Of these amounts, $5.4 million is to be financed with proceeds from our initial public offering with the balance funded from cash acquired with the acquisitions of our businesses, cash from operations and available debt facilities. All of the ongoing and specific capital expenditures will be incurred at the operating segment level. As of June 30, 2005, we had incurred $4.8 million in capital expenditures in the aggregate.

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

          Ongoing Capital Expenditure

Atlantic expects to spend approximately $2.4 million, or $200,000 per FBO, per year on ongoing 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. Through the first six months of 2005 Atlantic has spent $860,000 on such capital expenditures.

AvPorts expects to spend approximately $500,000 to $600,000 per year on ongoing capital expenditure. This expenditure is expected to be funded from cash flows from operations. Through the first six months of 2005 AvPorts has spent $324,000 on such capital expenditures.

          Specific Capital Expenditure

We intend to incur a total of approximately $8.7 million of specific capital expenditure in fiscal years 2005 and 2006, primarily related to facility upgrades and new construction. We intend to fund these capital expenditures either from the proceeds of our initial public offering or from the cash that we acquired with our acquisitions of NACH and MANA. As of June 30, 2005 Atlantic and AvPorts have spent $728,000 and $466,000, respectively, on specific projects.

          Airport Parking Business

          Ongoing Capital Expenditure

Macquarie Parking expects to spend approximately $2.2 million per year on ongoing capital expenditure, including lease payments for its operating leases on shuttle buses and other equipment. Macquarie Parking intends to finance the majority of this cost expenditure using capital leases. As of June 30, 2005, Macquarie Parking has spent $966,000 related to ongoing capital expenditures and has

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currently committed to spending at least $1.2 million during fiscal 2005.

          Specific Capital Expenditure

Macquarie Parking does not expect to spend a material amount on specific capital expenditures in 2005. However, there are a number of revenue enhancing opportunities currently being assessed, which may require capital expenditure, include adding a vehicle lift system to manage additional demand at a specific location.

          District Energy Business

          Ongoing Capital Expenditure

Thermal Chicago expects to spend approximately $1.0 million per year on capital expenditures relating to the replacement of parts and minor system modifications. We have made modifications that have increased capacity by 3,000 tons over last year’s capacity. Ongoing capital expenditures will be funded from available debt facilities through 2007 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 $7.0 million over two years starting in 2007 which, in conjunction with their operational strategy, will add approximately 13,000 tons of additional saleable capacity to the Chicago downtown cooling system. Previously, this $7.0 million expansion was contemplated to start in 2006, however, due to timing of new customer building completions, this expenditure can be delayed at least until 2007. A portion of this increased capacity (6,700 tons) will be used to accommodate four customers who will convert from interruptible to continuous service in 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. A permit revision from environmental agencies will be required in order to undertake this expansion and potentially from the City of Chicago if expansion of the existing distribution system is required beyond a certain limit. Based on recent contract experience, we anticipate that each ton sold under contract will add approximately $375 to annual revenue with approximately 50% of this increased revenue in the form of cooling capacity revenue and the balance as cooling consumption revenue.

Thermal Chicago expects to fund this capital expenditure by drawing on available debt facilities.

Commitments and Contingencies

The future obligations of MIC Inc., the U.S. holding company for our consolidated businesses, due by period, under their various contractual obligations, off-balance sheet arrangements and commitments are incorporated by reference to “Liquidity and Capital Resources — Commitments and Contingencies” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. We have not had any material changes to our commitments since March 22, 2005, our 10-K filing date.

For critical accounting policies, see “Critical Accounting Policies” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Our critical accounting policies have not changed materially since March 22, 2005, our 10-K filing date.

40

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. Our exposure to market risk have not changed materially since March 22, 2005, our 10-K filing date.

ITEM 4. CONTROLS AND PROCEDURES

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2005.

There has been no change in our internal controls over financial reporting that occurred during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The following discussion supplements the legal proceedings described in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

On June 23, 2005, the Atlantic defendants and other third party defendants reached agreement to settle the claims brought by the families of two pilots killed in a plane crash in 2000 allegedly as a result of fuel starvation. The plaintiffs had been seeking an aggregate of $100.0 million in punitive damages, $100.0 million for wrongful death and $5.0 million for pain and suffering. Atlantic’s share of the settlements is currently expected to be approximately $325,000 in the aggregate and fully insured. The settlement is pending surrogate court approval.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

The Company issued 433,001 shares of trust stock to MIMUSA on April 19, 2005, as consideration for the $12.1 million performance fee due to MIMUSA for the fiscal quarter ended December 31, 2004, as previously disclosed. The securities were sold in a private placement under Section 4(2) of the Securities Act of 1933, as amended, and pursuant to the terms of the Management Services Agreement.

41

Use of Proceeds from Initial Public Offering

On December 21, 2004, we sold 26,610,000 shares of trust stock in our initial public offering and a concurrent private placement for a purchase price of $25.00 per share and an aggregate offering price of $665.3 million following which the offering terminated. Our initial public offering was effected through a Registration Statement on Form S-1 (File No. 333-116244) that was declared effective by the SEC on December 16, 2004.

The following table describes the source and use of proceeds from our initial public offering from December 21, 2004 to June 30, 2005 (in thousands):

Initial Public Offering
Proceeds from shares of trust stock sold in initial public offering and concurrent private placement	$	665,250
Underwriters’ discount and commissions		(38,465	)
All other offering costs		(13,093	)
Net offering proceeds to us		613,692
Acquisition Financing
Purchase of Equity (including related expenses):
Atlantic		(118,277	)
GAH		(21,496	)
AvPorts		(42,680	)
Macquarie Parking		(63,856	)
Thermal Chicago and Northwind Aladdin		(67,016	)
CHL		(84,668	)
Purchase of Interest in (including related expenses):
MCG		(70,000	)
SEW		(39,610	)
Other
Additional contribution to Atlantic		(1,500	)
Pre-funded Sarbanes-Oxley compliance costs		(1,000	)
Reserve for working capital		(10,000	)
Remaining Cash on Hand (1)		93,589

(1) We expect to use approximately $5.4 million to fund capital expenditures for specific projects in our businesses. The remainder is available for acquisitions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

42

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders of the Trust was held on May 25, 2005.

The stockholders voted on proposals to elect three directors to the Board of Directors of the Company and to ratify the appointment of KPMG LLP as independent auditors.

The stockholders’ vote ratified the appointment of the independent auditors. All nominees for election to the Board of Directors were elected to the terms of office set forth in the Proxy Statement dated April 15, 2005. In addition, John Roberts continues to serve as Chairman of the Board of Directors and Shemara Wikramanayake continues to serve as Alternate Chairman, both having been appointed by our Manager under the terms of the Management Services Agreement between the Trust, the Company and the Company’s direct subsidiaries. The number of votes cast for, against or withheld, and the number of abstentions with respect to each proposal, is set forth below. The Company’s independent inspectors of election reported the vote of the stockholders as follows:

			Against/				Broker
	For		Withheld		Abstain		Non-vote
Election of Directors:
Nominee:
Norman H. Brown, Jr.		19,703,320		15,635		*		*
George W. Carmany, III		19,703,320		15,635		*		*
William H. Webb		19,703,320		15,635		*		*
Ratification of Independent Auditors:		19,695,595		10,430		12,930		*

* Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

An exhibit index has been filed as part of this Report on page E-1.

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Macquarie Infrastructure Company Trust
Dated: August 10, 2005	By: /s/ Peter Stokes
	Name: Peter Stokes
	Title: Regular Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Macquarie Infrastructure Company LLC
Dated: August 10, 2005	By: /s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer
	Macquarie Infrastructure Company LLC
Dated: August 10, 2005	By: /s/ David Mitchell
	Name: David Mitchell
	Title: Chief Financial Officer

44

EXHIBIT INDEX

Exhibit
Number	Description
2.1	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)
3.1	Amended and Restated Trust Agreement dated as of December 21, 2004 of Macquarie Infrastructure Company Trust (incorporated by reference to the Registrants’ Current Report on Form 8-K, filed with the SEC on December 27, 2004 (the “Current Report”))
3.2	Amended and Restated Operating Agreement dated as of December 21, 2004 of Macquarie Infrastructure Company LLC (incorporated by reference to the 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 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-116244) (“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 (the “Annual Report”))
4.2	Specimen certificate evidencing LLC interest of Macquarie Infrastructure Company LLC (incorporated by reference to Exhibit 4.2 of the Annual Report)
10.1	Loan Agreement dated as of October 15, 2004, as amended through June 15, 2005, among North America Capital Holding Company and the Lenders and Administrative Agent, each named therein
10.2	Credit Agreement dated as of July 29, 2002, as amended through June 27, 2005, among Macquarie Airports North America Inc. and the Lenders, Administrative Agent and Collateral Agent, each named therein
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
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer
99.1	Selected pages of the Annual Report which are incorporated by reference into this Quarterly Report on Form 10-Q (incorporated by reference to Exhibit 99.1 of the Registrants’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005)

E-1

EX-10.1

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                 LOAN AGREEMENT

                          dated as of October 15, 2004

                                      among

                     NORTH AMERICA CAPITAL HOLDING COMPANY,
                                  as Borrower,

                         THE LENDERS, as herein defined,

                        HSH NORDBANK AG, NEW YORK BRANCH,
                            as Administrative Agent,

                                       and

                        HSH NORDBANK AG, NEW YORK BRANCH
                              as Sole Lead Arranger



                                TABLE OF CONTENTS



                                                                                    Page
                                                                                    ----
                                                                                 
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......................................................     6

   Section 2.4    Interest Periods..............................................     6

   Section 2.5    Repayment of Loans............................................     7

   Section 2.6    Use of Proceeds of Loans......................................     8

   Section 2.7    Termination or Reduction of Commitments.......................     8

   Section 2.8    Prepayments...................................................     9

   Section 2.9    Fees..........................................................    12

   Section 2.10   Evidence of Indebtedness; Notes...............................    13

   Section 2.11   Payments Generally............................................    13

   Section 2.12   Sharing of Payments...........................................    14

   Section 2.13   Letter of Credit Facility.....................................    15

ARTICLE III    TAXES AND YIELD PROTECTION.......................................    17

   Section 3.1    Taxes.........................................................    17

   Section 3.2    Alternate Rate of Interest....................................    18

   Section 3.3    Illegality....................................................    19

   Section 3.4    Increased Costs...............................................    19

   Section 3.5    Funding Losses................................................    21

   Section 3.6    Duty to Mitigate; Replacement of Lenders......................    21

   Section 3.7    Survival......................................................    22

ARTICLE IV     CONDITIONS PRECEDENT.............................................    22

   Section 4.1    Conditions Precedent to Initial Borrowing of Term Loans.......    22

   Section 4.2    Conditions Precedent to Second Borrowing of Term Loans........    27

   Section 4.3    Conditions Precedent to All Loans.............................    32

ARTICLE V      REPRESENTATIONS AND WARRANTIES...................................    33

   Section 5.1    Due Incorporation, Qualification, etc. .......................    33

   Section 5.2    Authority.....................................................    33

   Section 5.3    Enforceability................................................    33




                                TABLE OF CONTENTS
                                  (Continued)



                                                                                    Page
                                                                                    ----
                                                                                 
   Section 5.4    Non-Contravention.............................................    33

   Section 5.5    Approvals.....................................................    34

   Section 5.6    No Violation or Default.......................................    34

   Section 5.7    Litigation....................................................    35

   Section 5.8    Possession Under Leases; Title................................    35

   Section 5.9    Financial Statements..........................................    35

   Section 5.10   Creation, Perfection and Priority of Liens....................    36

   Section 5.11   Equity Securities.............................................    36

   Section 5.12   No Agreements to Sell Assets; Etc. ...........................    36

   Section 5.13   Employee Benefit Plans........................................    36

   Section 5.14   Other Regulations.............................................    37

   Section 5.15   Patent and Other Rights.......................................    37

   Section 5.16   Governmental Charges..........................................    38

   Section 5.17   Margin Stock..................................................    38

   Section 5.18   Subsidiaries, Etc. ...........................................    38

   Section 5.19   Solvency, Etc. ...............................................    38

   Section 5.20   Labor Matters.................................................    39

   Section 5.21   Contracts.....................................................    39

   Section 5.22   No Material Adverse Effect....................................    40

   Section 5.23   Accuracy of Information Furnished.............................    40

   Section 5.24   Brokerage Commissions.........................................    40

   Section 5.25   Policies of Insurance.........................................    41

   Section 5.26   Bank Accounts and Securities Accounts.........................    41

   Section 5.27   Agreements with Affiliates and Other Agreements...............    41

   Section 5.28   Acquisitions..................................................    41

ARTICLE VI     COVENANTS........................................................    41

   Section 6.1    Affirmative Covenants.........................................    41

         (a) Financial Statements; Operating Reports; Financial Certifications..    41

         (b) Other Notices and Reports..........................................    43




                                TABLE OF CONTENTS
                                  (Continued)



                                                                                    Page
                                                                                    ----
                                                                                 
           (c) Books and Records................................................    44

           (d) Inspections......................................................    44

           (e) Insurance........................................................    44

           (f) Governmental Charges and Other Indebtedness......................    46

           (g) Use of Proceeds..................................................    46

           (h) General Business Operations......................................    46

           (i) Compliance with Legal Requirements and Contractual Obligations...    46

           (j) Additional Collateral............................................    46

           (k) New Subsidiaries.................................................    47

           (l) Lender Hedging Agreements........................................    47

           (m) Preservation of Security Interests...............................    47

           (n) Step-in Rights...................................................    47

           (o) Event of Loss....................................................    48

           (p) Environmental Management System .................................    49

           (q) Further Assurances...............................................    49

           (r) Cash Management Procedures; Payments to Reserve Accounts ........    49

           (s) Assignment of FBO Leases.........................................    51

           (t) Stock Pledge of Certain Borrower Subsidiaries....................    51

           (u) Security Interest in Fuel Trucks.................................    51

           (v) Closing of Operating Accounts....................................    51

           (w) Equity Contributions by MIC to pay certain Fees and Expenses.....    52

   Section 6.2    Negative Covenants............................................    53

           (a) Indebtedness and Guarantee Obligations...........................    53

           (b) Liens, Negative Pledges..........................................    53

           (c) Asset Dispositions...............................................    54

           (d) Mergers, Acquisitions, Etc. .....................................    55

           (e) Investments......................................................    55

           (f) Distributions....................................................    56

           (g) Change in Business...............................................    56




                                TABLE OF CONTENTS
                                  (Continued)



                                                                                    Page
                                                                                    ----
                                                                                 
           (h) Payments of Indebtedness, Amendments to Documents................    56

           (i) ERISA............................................................    56

           (j) Transactions With Affiliates.....................................    57

           (k) Accounts.........................................................    57

           (l) Accounting Changes...............................................    57

           (m) Amendments of Material Documents.................................    57

           (n) Joint Ventures...................................................    58

           (o) Management Fees..................................................    58

           (p) Jurisdiction of Formation........................................    58

           (q) Sales and Leaseback; Off-Balance Sheet Financing.................    58

           (r) Expansion Capital Expenditures...................................    58

   Section 6.3    Leverage Ratio................................................    58

ARTICLE VII    EVENTS OF DEFAULT; REMEDIES......................................    59

   Section 7.1    Events of Default.............................................    59

   Section 7.2    Remedies Upon Event of Default................................    63

   Section 7.3    Waiver of Event of Default....................................    65

ARTICLE VIII   ADMINISTRATIVE AGENT.............................................    65

   Section 8.1    Appointment and Authorization of Administrative Agent.........    65

   Section 8.2    Delegation of Duties..........................................    65

   Section 8.3    Liability of Administrative Agent.............................    65

   Section 8.4    Reliance by Administrative Agent..............................    66

   Section 8.5    Notice of Default.............................................    66

   Section 8.6    Credit Decision; Disclosure of Information....................    67

   Section 8.7    Indemnification...............................................    67

   Section 8.8    Administrative Agent in Its Individual Capacity...............    67

   Section 8.9    Collateral Agency Agreement...................................    68

   Section 8.10   Successor Administrative Agent................................    68

   Section 8.11   Lead Arrangers................................................    69

ARTICLE IX     HEDGING ARRANGEMENTS.............................................    69




                                TABLE OF CONTENTS
                                  (Continued)



                                                                                    Page
                                                                                    ----
                                                                                 
   Section 9.1    Hedging Payments..............................................    69

   Section 9.2    Voluntary Termination.........................................    69

   Section 9.3    Involuntary Termination or Reduction..........................    70

   Section 9.4    Agreement to be Bound by Loan Documents; Benefit of Lien of
                  Security Documents............................................    70

ARTICLE X      MISCELLANEOUS....................................................    70

   Section 10.1   Amendments; Waivers...........................................    70

   Section 10.2   Notices.......................................................    72

   Section 10.3   Expenses; Indemnity; Damage Waiver............................    74

   Section 10.4   Successors and Assigns........................................    75

   Section 10.5   Confidentiality...............................................    77

   Section 10.6   Limitation on Interest........................................    78

   Section 10.7   Right of Setoff...............................................    78

   Section 10.8   Nonliability of Lenders.......................................    78

   Section 10.9   Limitation of Recourse........................................    79

   Section 10.10  Integration...................................................    79

   Section 10.11  Survival of Representations and Warranties....................    80

   Section 10.12  Governing Law.................................................    80

   Section 10.13  Submission To Jurisdiction; WAIVER OF JURY TRIAL..............    80

   Section 10.14  Severability..................................................    81

   Section 10.15  Headings......................................................    81

   Section 10.16  Counterparts..................................................    81

   Section 10.17  Joinder Agreement and Other Agreements........................    81


APPENDIX A        Definitions and Rules of Interpretation

SCHEDULES:
Schedule 2.1      Commitments and Pro Rata Shares
Schedule 2.5      Required Class A Loan Amortization
Schedule 5.5      FBO Consents
Schedule 5.7      Litigation and Proceedings



                                TABLE OF CONTENTS
                                  (Continued)



                                                                  Page
                                                                  ----
                                                            
Schedule 5.8      Leases
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 Leverage Ratio Certification
EXHIBIT D-2       Form of Debt Service Coverage Ratio Certification
EXHIBIT E         Terms of Permitted Subordinated Debt
EXHIBIT F         Form of Control Agreement
EXHIBIT G         Form of Assignment and Assumption
EXHIBIT H         Form of Joinder Agreement




      LOAN AGREEMENT (this "Agreement"), dated as of October 15, 2004 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 HSH NORDBANK AG, NEW YORK BRANCH, as Administrative
Agent for the Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS

      A. The Borrower has requested that the Lenders provide loans (i) to
refinance the acquisition of the shares of capital stock of Executive Air
Support, Inc., a Delaware corporation, and (ii) to finance the acquisition of
the Equity Securities of General Aviation Holdings LLC, a Delaware limited
liability company ("GAH"), the direct parent company of Newport FBO Two LLC, a
Delaware limited liability company, and Palm Springs FBO Two LLC, a Delaware
limited liability company.

      B. 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

      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 Class A Lender severally agrees to make term loans (each a
"Class A Loan" and collectively the "Class A Loans") 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 Class A Commitment, and each Class B Lender
severally agrees to make a term loan (each a "Class B Loan" and collectively the
"Class B Loans", and together with the Class A Loans, the "Term Loans") 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 Class B Commitment. Each
Class A Loan and Class B Loan shall be made as part of a Term Loan Borrowing
consisting of Class A Loans and Class B Loans (ratably in accordance with the
respective Class A Commitments and Class B Commitments) made by the Class A
Lenders and the Class B Lenders ratably in accordance with their respective Pro
Rata Shares. The Term Loans shall be available



in not more than two Borrowings: one Borrowing in an amount not exceeding
$130,000,000 for the purposes specified in Section 2.6(a); and another Borrowing
in an amount not exceeding $32,000,000 for the purposes specified in Section
2.6(b).

            (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 (which shall be not less than $1,000,000 and shall be an
            integral multiple of $100,000);

                        (B) the respective portions of such Term Loan Borrowing
            consisting of Class A Loans and Class B Loans, respectively;

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

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

                        (E) 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 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) and may, in

                                       2


      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 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.

            (c) Limitation on Term Loan Commitments. The Borrower acknowledges
that, as of the Closing Date, there are no Term Loan Commitments with respect to
the second Borrowing of Term Loans, and that such Term Loan Commitments shall
only become available at such time as one or more Eligible Assignees become Term
Lenders party hereto in accordance with Section 10.17. The Borrower further
acknowledges that neither the Lead Arranger nor the Administrative Agent has
made any representation or warranty as to the availability of or prospects for
any such Eligible Assignee becoming a Term Loan Lender. Neither the Lead
Arranger nor the Administrative Agent has any duty or responsibility to solicit
any such Eligible Assignee.

      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 (1) the Revolving Loan Commitment at any given time or (2) the
Borrowing Base as determined on the basis of the most recent monthly operating
report of the Borrower and its Subsidiaries. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower

                                       3


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 Revolving Loan Lender (with a copy thereof
      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.

Each Revolving Loan Borrowing Request for a Revolving Loan Borrowing consisting
of LIBOR Revolving Loans must be received by the Revolving Loan Lender (with a
copy thereof to 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 consisting of Base Rate Revolving Loans must be received by the
Revolving Loan Lender (with a copy thereof to 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.

                  (ii) Upon satisfaction of the applicable conditions set forth
      in Section 4.3, the Revolving Loan Lender shall, not later than 2:00 p.m.,
      New York City time, on the borrowing date specified in such Revolving Loan
      Borrowing Request, make the amount of its Revolving Loan available to the
      Borrower by wire transfer of such funds in accordance with instructions
      reasonably acceptable to the Revolving Loan Lender provided by the
      Borrower. Notwithstanding the foregoing, if, at the time of the Borrowing
      of such Revolving Loan, the Administrative Agent shall have notified the
      Revolving Loan Lender in writing, at least one (1) Business Day prior to
      the date of such Borrowing, that a Default or Event of Default has
      occurred and is continuing and that

                                       4


      Revolving Loans may not be made while such Default or Event of Default is
      continuing (which notice will be given at the request of the Required
      Lenders), the Revolving Loan Lender shall not advance such Revolving
      Loans. 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 4.3 have been
      satisfied.

            (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 Revolving
Loan Lender (with a copy thereof to 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 (one (1) Business Day before the date of conversion, in the
case of a conversion to a Base Rate Revolving Loan).

            (d) Interest for Account of Revolving Loan Lender. Each Revolving
Loan shall bear interest in accordance with Section 2.3. The Revolving Loan
Lender shall be responsible for invoicing the Borrower for interest on the
Revolving Loans. Interest on each Revolving Loan shall be solely for the account
of the Revolving Loan Lender. The Borrower shall make all payments of principal
and interest in respect of the Revolving Loans directly to the Revolving Loan
Lender.

            (e) Extension of Revolving Loan Commitment. The Borrower may, by
written notice to the Revolving Loan Lender no later than 90 days prior to the
Revolving Loan Commitment Termination Date then in effect (the "Existing
Revolving Loan Commitment Termination Date"), request that the Revolving Loan
Lender extend the Revolving Loan Commitment Termination Date to the date
proposed by the Borrower in such notice. If the Revolving Loan Lender so agrees
in writing, which shall be in its sole and absolute discretion, the Existing
Revolving Loan Commitment Termination Date shall be extended (effective as of
the Existing Revolving Loan Commitment Termination Date) to the date specified
in such notice

                                       5


as confirmed by the Revolving Loan Lender in its written confirmation. The
Revolving Loan Lender will notify the Borrower in writing of its decision no
later than 60 days prior to the Existing Revolving Loan Commitment Termination
Date. If any such extension of the Existing Revolving Loan Commitment
Termination Date shall not become effective, then the Revolving Loan Commitment
shall reduce to zero on the Existing Revolving Loan Commitment Termination Date,
and the Revolving Loan Commitment Termination Date shall remain the Existing
Revolving Loan Commitment Termination Date. If the Revolving Loan Lender shall
not have provided notice of its extension of the Existing Revolving Loan
Commitment Termination Date 60 days prior thereto, the Revolving Loan Lender
shall be deemed to have declined to extend the Existing Revolving Loan
Commitment Termination Date.

      Section 2.3 Interest.

            (a) Each Term 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 LIBOR Revolving Loan shall bear interest at the LIBOR Market Index
Rate plus the Applicable Margin, and 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 (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the above paragraph (a) of
this Section, or (ii) in the case of any other amount, 2% 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.

            (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; provided that the applicable Base
Rate or LIBOR with respect to any Revolving Loan shall be determined by the
Revolving Loan Lender, and each 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 a Term 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., New York City time, three (3) Business Days before the start of that
Interest Period.

                                       6


            (b) The Term Loans shall at any given time be subject to a single
Interest Period; provided that (i) the initial Interest Period with respect to
the second Borrowing of the Term Loans will commence on the date of such
Borrowing and end on the same day as the current Interest Period for the Term
Loans previously advanced and (ii) if the Borrower elects an Interest Period for
the Term Loans that ends after the next succeeding Repayment Date or Cash Sweep
Date, the Borrower may elect a separate Interest Period ending on such Repayment
Date or Cash Sweep Date for any portion of the Term Loans to be repaid or
projected to be repaid on such date.

            (c) No Interest Period shall extend beyond the Maturity Date.

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

            (e) If an Event of Default has occurred and is continuing on the day
on which interest is due and payable for any LIBOR Revolving Loan, then unless
repaid, such Loan(s) shall automatically convert to Base Rate Revolving Loan(s)
on such day.

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

      Section 2.5 Repayment of Loans.

            (a) Term Loans.

                  (i) Subject to paragraph (ii) below, so long as any portion of
      the Class A Loans remains outstanding, the Borrower shall repay to the
      Administrative Agent for the account of the Class A Lenders on each
      Repayment Date a portion of the Class A Loans equal in amount to the
      Required Class A Loan Repayment Amount.

                  (ii) Notwithstanding the foregoing, if the funds on deposit in
      the Accounts and available for the repayment of Class A Loans are
      insufficient as of any Repayment Date to pay the Required Class A Loan
      Repayment Amount, the Borrower may, so long as no Event of Default has
      occurred and is continuing as of such Repayment Date, defer repayment of a
      portion thereof equal to the lesser of (i) such deficiency or (ii) the
      Accelerated Class A Loan Amortization Amount.

                  (iii) 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.

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

                                       7


            (b) Revolving Loans. The Borrower shall repay to the Revolving Loan
Lender on the Revolving Loan Commitment Termination 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 refinance a portion of the
Purchase Price (as defined in the Executive Air Stock Purchase Agreement),
including transaction and bridge financing costs; (ii) to pay fees payable on
the date of the initial Term Loan Borrowing to the Lead Arrangers and the
Administrative Agent; (iii) to make payment of the Debt Service Reserve Required
Balance into the Debt Service Reserve Account as required hereunder; (iv) 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 (v) to pay
other reasonable costs and expenses incurred by the Borrower in connection with
the closing of the Loans.

            (b) The proceeds of the second Borrowing of Term Loans shall be used
solely (i) to finance a portion of the purchase price with respect to the
acquisition of GAH, including transaction costs and repayment of existing
Indebtedness; (ii) to pay or reimburse the Borrower for costs and expenses
payable by the Borrower pursuant hereto in connection with such Borrowing; (iii)
to pay the increased amount of the Debt Service Reserve Required Balance as a
result of such Borrowing into the Debt Service Reserve Account, and (iv) to pay
other reasonable costs and expenses incurred by the Borrower in connection with
such Borrowing.

            (c) 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, but excluding Expansion Capital Expenditures); and (ii)
to reimburse the Issuing Bank for Drawings.

            (d) 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 unless the Issuing
Bank is satisfied that sufficient funds will be available to permit repayment of
Drawings under any Letter of Credit outstanding as of the date of termination.
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

                                       8


in accordance with their respective Class A Commitments and Class B 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 initial Borrowing of Term Loans have not been borrowed on
or before December 31, 2004, 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.

            (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) and 2.8(c)(vi)
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. Any
partial prepayment of Class A Loans shall be applied to prepay installments of
Required Class A Loan Repayment Amounts in the reverse order of maturity. 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 or
      LIBOR Revolving Loans, and (B) not later than 11:00 a.m. on the proposed
      date of prepayment of Base Rate 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.

                                       9


                  (ii) Promptly following receipt of any such notice of
      voluntary prepayment, the Administrative Agent shall advise the applicable
      Lenders of the contents thereof. With respect to any proposed prepayment
      of Term Loans, the Required Class B Lenders may, not later than three (3)
      Business Days after the giving of such notice, elect by written notice to
      the Administrative Agent that such prepayment of Term Loans shall be
      applied in accordance with clause (B) of Section 2.8(b)(iii).

                  (iii) Optional prepayments of the Term Loans made pursuant to
      this Section 2.8(b) shall be applied (A) to prepay the Class A Loans until
      paid in full and thereafter to prepay the Class B Loans or (B) if the
      Required Class B Lenders shall so elect in accordance with Section
      2.8(b)(ii), pro rata to the Term Loans outstanding.

                  (iv) 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 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) prepay the Revolving
      Loans to the extent Revolving Loans are then outstanding, and (C)
      otherwise, Cash Collateralize the outstanding L/C 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, any Loan Party
      issues or incurs any Indebtedness for borrowed money, including
      Indebtedness evidenced by notes, bonds, debentures or other similar
      instruments, but excluding Permitted Indebtedness, the

                                       10


      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) prepay the Revolving Loans to the extent Revolving Loans are
      then outstanding, and (C) otherwise, Cash Collateralize the outstanding
      L/C 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, any Loan Party
      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), 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) prepay the Revolving Loans to the extent Revolving Loans are
      then outstanding, and (C) otherwise, Cash Collateralize the outstanding
      L/C Obligations, in an aggregate principal amount equal to one hundred
      percent (100%) of the Net Equity Proceeds of such Equity Securities.

                  (iv) No later than three (3) Business Days following (x) the
      date of receipt by a Loan Party of any Net Insurance Proceeds 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) prepay the Revolving Loans to the extent Revolving Loans are
      then outstanding, and (C) otherwise, Cash Collateralize the outstanding
      L/C 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 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 it 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 180 days of receipt thereof (or such longer period as is reasonably
      required to complete such repair, restoration or replacement; provided
      that the Borrower 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 the Borrower 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 on or before September 30, 2005, the Debt Service
      Coverage Ratio as of the end of a fiscal quarter of the Borrower is 1.30
      to 1.00 or lower for at least two (2) consecutive fiscal quarters, the
      monies then on deposit in the Special Reserve Account (inclusive of monies
      transferred to the Special Reserve Account in respect of the

                                       11


      last such fiscal quarter) shall be applied to prepay the Loans. All
      prepayments of the Loans then outstanding pursuant to this paragraph (v)
      shall be applied, first, to prepay Class A Loans in inverse order of
      maturity until the Class A Loans are prepaid in full, second, to prepay
      Class B Loans until the Class B Loans are prepaid in full, and thereafter,
      to prepay Revolving Loans until the Revolving Loans are prepaid in full.

                  (vi) On each Cash Sweep Date (or such later date not exceeding
      30 days thereafter as the Applicable Cash Sweep Percentage as of such Cash
      Sweep Date has been determined), the Applicable Cash Sweep Percentage of
      Excess Cash Flow as of such Cash Sweep Date shall be applied to prepay the
      Loans. All prepayments of the Loans then outstanding pursuant to this
      paragraph (vi) shall be applied, first, to prepay Class A Loans in inverse
      order of maturity until the Class A Loans are prepaid in full, second, to
      prepay Class B Loans until the Class B Loans are prepaid in full, and
      thereafter, to prepay Revolving Loans until the Revolving Loans are
      prepaid in full.

                  (vii) If, as a result of the making of any prepayment required
      to be made pursuant to clauses (i) through (vi) of this Section 2.8(c),
      the Borrower would incur Hedging Termination Obligations or costs pursuant
      to Section 3.5, upon the request of the Borrower made prior to the due
      date thereof, the amount of such prepayment may be held in the
      Concentration Account until the end of the applicable Interest Period, at
      which time such prepayment shall be made.

      Section 2.9 Fees.

            (a) Commitment Fees. The Borrower agrees to pay (i) to the
Administrative Agent for the account of each Term Lender a commitment fee equal
to 0.50% per annum on the daily amount of the Available Term Loan Commitment of
such Term 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 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) Upfront Revolving Credit Fee. The Borrower agrees to pay to the
Revolving Loan Lender for its own account an upfront fee equal to 0.75% of the
total amount of the Revolving Loan Commitment, payable on the Initial
Disbursement Date.

            (c) Letter of Credit Fees. The Borrower shall pay to the Revolving
Loan Lender a letter of credit fee for each Letter of Credit 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

                                       12


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, and on the Letter of Credit Expiration Date.

            (d) 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.

            (e) Other Fees. The Borrower agrees to pay to the Lead Arranger, 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.

            (f) 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

                                       13


Administrative Agent (account number 400949687) at JP Morgan Chase Bank (ABA
number 0210000210) or such other account as may hereafter be designated by the
Administrative Agent in writing, except that payments in respect of the
Revolving Loans and the Letters of Credit (including any fees relating thereto)
shall be made to the Revolving Loan Lender or the Issuing Bank, as applicable.
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.

            (d) The Revolving Loan Lender agrees that it will promptly notify
the Administrative Agent of any defaults in the payment of principal, interest
and fees required to be paid to the Revolving Loan Lender for its own account
pursuant to this Agreement.

      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
Class A Loans, Class B 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 Class A Loans,
Class B 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 Class
A Loans, Class B 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

                                       14


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 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 requested Letter of Credit shall not,
at the time of 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) no 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 shall be in a form reasonably acceptable to the
Issuing Bank. The Issuing Bank and the Borrower hereby agree that the existing
letters of credit described under the subheading "Letters of Credit" on Schedule
6.2(a) shall for purposes of this Agreement be deemed to be Letters of Credit
issued by the Issuing Bank under the Letter of Credit Facility, and further, the
Issuing Bank shall be deemed to have sold and transferred to the Revolving Loan
Lender a 100% participation in each such Letter of Credit in accordance with
clause (c) of this Section 2.13.

            (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), 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), 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

                                       15


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 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. 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

                                       16


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 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 manifest 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

                                       17


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 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 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, in the case of a LIBOR Revolving
Loan, the LIBOR Market Index Rate, or (b)(i)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, or (ii) the
Revolving Loan Lender determines that the LIBOR Market Index Rate will not
adequately and fairly reflect the cost to the Revolving Loan Lender of making or
maintaining such Loans, 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

                                       18


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 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 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

                                       19


                  (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;

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 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 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 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 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 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.

                                       20


      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.

      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

                                       21


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 3 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 advance Term Loans on the Initial
Disbursement Date for Term Loans 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 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 Collateral Agency Agreement;

                        (D) the Security Agreement;

                        (E) the Intellectual Property Security Agreement;

                        (F) the Subsidiary Guaranty and the Contribution
            Agreement;

                        (G) the Subsidiary Security Agreement;

                                       22


                        (H) the Pledge Agreements; and

                        (I) all other Security Documents.

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

            (b) Capital Contributions. The Administrative Agent shall have
received evidence that the Borrower shall have received the cash proceeds of
equity contributions to the Borrower from the Investors for newly issued capital
stock of the Borrower in an amount not less than $100,000,000, which amount
shall be increased dollar for dollar for any increase in the Purchase Price (as
defined in the Executive Air Stock Purchase Agreement) for the Executive Air
Acquisition in excess of $217,000,000.

            (c) Lender 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 75% of
the Loans to be advanced on the Initial Disbursement Date and for a duration of
at least five (5) years from the Initial Disbursement Date.

            (d) Organizational Documents. The Administrative Agent shall have
received from or on behalf of each Loan Party and Investor:

                  (i) the certificate of incorporation, articles of
      incorporation, certificate of limited partnership, articles of
      organization or comparable document of such Loan Party or Investor,
      certified as of a recent date prior to the Closing 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 Closing Date by
      the Secretary of State (or comparable public official) of its state of
      incorporation or formation stating that such Loan Party or Investor 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 such Loan Party or Investor, dated the Closing
      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 or Investor as in effect on the
      Closing 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 Investor (or other comparable enabling action) and
      continuing in effect, which authorize the execution, delivery and
      performance by such Loan Party or Investor of the Loan Documents to be
      executed by such Loan Party or Investor and the consummation of the
      transactions contemplated thereby; and (C) there are no proceedings for
      the dissolution or liquidation of such Loan Party or Investor; and

                                       23


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

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

                  (i) audited Financial Statements of Executive Air as of and
      for the year most recently ended more than 90 days prior to the date of
      the initial Disbursement Date, its unaudited Financial Statements as of
      and for the fiscal quarter most recently ended more than 45 days prior to
      the initial 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 Executive Air on such dates and for any interim
      periods then ended, 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 the Borrower and
      its Subsidiaries (after giving effect to the Executive Air Acquisition and
      the incurrence of Indebtedness relating thereto); and

                  (iv) such other financial, business and other information
      regarding the Investors, the Borrower or any of their 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.

            (f) 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 Administrative Agent and 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 and the Liens contemplated by the Security Documents
are perfected and of first priority (except for any such prior Liens which are
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

                                       24


      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) a control agreement for each bank at which any Loan Party
      maintains a deposit account (including the account holding any amount held
      in escrow pursuant to the terms of the Executive Air Stock Purchase
      Agreement), 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) a control agreement for each securities account at which
      any Loan Party 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 Administrative Agent or
      any Lender 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.

            (g) 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
Initial Disbursement Date, of:

                  (i) Shaw Pittman LLP, counsel to the Borrower and each other
      Loan Party;

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

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

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

                  (v) Mallesons, Stephens Jaques, special Australian counsel to
      Macquarie International Investments Pty Limited; and

                                       25


                  (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.

            (h) Insurance. All insurance required to be maintained by the
Borrower 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 certificate or certificates of an independent insurance broker or
carrier reasonably satisfactory to the Administrative Agent in confirmation
thereof.

            (i) Accounts; Funding of Reserves. 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. 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 Loans.

            (j) Governmental Approvals and FBO Leases. All Governmental
Authorizations with respect to operation of the businesses of the Loan Parties
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 FBO Lease or Governmental
Authorization that could reasonably be expected to have a Material Adverse
Effect or permit any party to a FBO Lease to terminate such document or suspend
its performance thereunder.

            (k) Representation and Warranties. The representations and
warranties set forth in Article 4 of the Executive Air Stock Purchase Agreement
shall be true and correct in all material respects. The initial Borrowing of
Term Loans shall be deemed to be a representation and warranty by the Borrower
that each of such representations and warranties is, to the Actual Knowledge of
the Borrower, after due inquiry, true and correct as of the date of such
Borrowing.

            (l) Payment of Purchase Price, Indebtedness, Fees, etc. The
Administrative Agent shall have received evidence satisfactory to it (i) that
the Purchase Price (as defined in the Executive Air Stock Purchase Agreement)
has been paid in full, other than any adjustment thereto in accordance with the
Executive Air Stock Purchase Agreement that is not yet due and payable, (ii)
that all existing Indebtedness of the Loan Parties has been or concurrently with
the Initial Disbursement Date is being repaid in full (other than Permitted
Indebtedness), and (iii) that 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.

                                       26


            (m) 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 Second Borrowing of Term Loans.

      The obligation of each Lender to advance Term Loans on the Second
Disbursement Date for Term Loans 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 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) a Pledge Agreement with respect to 100% of the
            Equity Securities of each Person who has become a Loan Party
            subsequent to the initial Disbursement Date, to the extent such
            pledge is permitted under the applicable FBO Leases; and

                        (B) Appropriate amendments to the Subsidiary Security
            Agreement, the Subsidiary Guaranty Agreement, the Contribution
            Agreement, and any other Security Document necessary to reflect such
            additional Loan Party or Loan Parties, each in form and substance
            satisfactory to the Administrative Agent.

                  (ii) A copy of each of the FBO Leases in existence and not
      otherwise delivered to the Administrative Agent as of the Initial
      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 Second Disbursement Date that each such FBO Lease
      delivered (A) is a true, correct and complete copy of such document and
      (B) is in full force and effect.

            (b) Additional Underwriting Commitments and/or Equity Contributions.

                  (i) One or more (but in any case, not more than two) Eligible
      Assignees, each approved by the Borrower, HSH Nordbank AG and Macquarie
      Bank, Limited (such approvals not to be unreasonably withheld), shall have
      become a Lender party hereto in accordance with Section 10.17 with total
      Commitments of such new Lender or Lenders consisting of Term Loan
      Commitments sufficient, together with additional equity contributions by
      the Investors, to allow (x) HSH Nordbank AG to reach a facility
      underwriting commitment of $65,000,000 (or such greater amount as HSH
      Nordbank AG may agree in its sole discretion) and (y) Macquarie Bank
      Limited to reach a facility underwriting commitment of $40,000,000 (or
      such greater amount (not to exceed 40% of the aggregate Commitments of all
      Lenders) as Macquarie Bank Limited may agree in its

                                       27


      sole discretion), in each case after giving effect to the Second
      Disbursement Date for Term Loans and any assignments of Loans and
      Commitments by HSH Nordbank AG and Macquarie Bank Limited concurrently
      with or prior to such Second Disbursement Date. Such new Term Loan
      Commitments shall be allocated between the Class A Commitments and Class B
      Commitments in the same proportions as the respective Class A Commitments
      and Class B Commitments of the Lenders party hereto as of the Closing
      Date. Any new such Lender may be Macquarie Bank Limited, but only so long
      as its total Commitments (including its existing Commitments) do not
      exceed 40% of the aggregate Commitments of all Lenders after giving effect
      to the Second Disbursement Date for Term Loans and any assignments of
      Loans and Commitments by HSH Nordbank AG and Macquarie Bank Limited after
      the Closing Date.

                  (ii) Each such new Lender shall have entered into an
      Assignment and Assumption with each of HSH Nordbank AG and Macquarie Bank,
      Limited agreeing to purchase and assume its Pro Rata Share of the Term
      Loans advanced on the Initial Disbursement Date and shall have paid the
      purchase price payments thereunder.

                  (iii) Each such new Lender shall have delivered to the
      Administrative Agent an Administrative Questionnaire and any required tax
      forms.

            (c) Additional Capital Contributions. The Administrative Agent shall
have received evidence that the Borrower shall have received the cash proceeds
of equity contributions to the Borrower from the Investors for newly issued
capital stock of the Borrower in an amount not less than $120,000,000, inclusive
of the contributions made prior to the initial Borrowing of Term Loans, which
amount shall be increased dollar for dollar for any increase in the Purchase
Price (as defined in the GAH Purchase Agreement) for the General Aviation
Acquisition in excess of $48,500,000.

            (d) Lender 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 75% of
the Loans to be advanced on the Second Disbursement Date and for a duration of
at least five (5) years from the Second Disbursement Date.

            (e) Organizational Documents. The Administrative Agent shall have
received from or on behalf of each Person who has become a Loan Party subsequent
to the First Disbursement Date:

                  (i) 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 Second 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 Second
      Disbursement Date by the Secretary of State (or

                                       28


      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;

                  (iii) a certificate of the Secretary or an Assistant Secretary
      (or comparable officer) of such Loan Party, dated the Second 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 such Loan Party as in effect on the Second
      Disbursement 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; and (C) there are
      no proceedings for the dissolution or liquidation of such Loan Party; and

                  (iv) a certificate of the Secretary or an Assistant Secretary
      (or comparable officer) of such Loan Party, dated the Second 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.

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

                  (i) audited Financial Statements of GAH as of and for the year
      most recently ended more than 90 days prior to the date of the Second
      Disbursement Date, its unaudited Financial Statements as of and for the
      fiscal quarter most recently ended more than 45 days prior to the Second
      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 GAH on such dates and for any interim periods then ended,
      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 the Borrower and
      its Subsidiaries (after giving effect to the Executive Air Acquisition and
      the General Aviation Acquisition and the incurrence of Indebtedness
      relating thereto); and

                  (iv) such other financial, business and other information
      regarding the Investors, the Borrower or any of their Subsidiaries as the
      Administrative Agent, the Issuing Bank or any Lender may reasonably
      request, including information as to possible

                                       29


      contingent liabilities, tax matters, environmental matters and obligations
      for employee benefits and compensation.

            (g) 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 Administrative Agent and 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 and the Liens contemplated by the Security Documents
are perfected and of first priority (except for any such prior Liens which are
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 Collateral acquired subsequent to the
      Initial Disbursement Date 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) a control agreement for each bank at which any Loan Party
      who has become a Subsidiary subsequent to the Initial Disbursement Date
      maintains a deposit account (including the account holding any amount held
      in escrow pursuant to the terms of the GAH Purchase Agreement), 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) a control agreement for each securities account at which
      any such Loan Party 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 Administrative Agent or
      any Lender 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.

                                       30


            (h) 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, dated the Second
Disbursement Date and in customary form and substance satisfactory to the
Administrative Agent with respect to each additional Loan Party who has become a
Subsidiary subsequent to the Initial Disbursement Date and such matters as the
Administrative Agent may reasonably request.

            (i) Insurance. All insurance required to be maintained by the
Borrower 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 certificate or certificates of an independent insurance broker or
carrier reasonably satisfactory to the Administrative Agent in confirmation
thereof.

            (j) Governmental Approvals and FBO Leases. All Governmental
Authorizations with respect to operation of the businesses of the Loan Parties
who have become Subsidiaries of the Borrower subsequent to the Initial
Disbursement Date 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 related FBO
Lease or Governmental Authorization that could reasonably be expected to have a
Material Adverse Effect or permit any party to such FBO Lease to terminate such
document or suspend its performance thereunder.

            (k) Representation and Warranties. The representations and
warranties set forth in Article 4 of the GAH Purchase Agreement shall be true
and correct in all material respects. The Borrowing of Term Loans on the Second
Disbursement Date shall be deemed to be a representation and warranty by the
Borrower that each of such representations and warranties is, to the Actual
Knowledge of the Borrower, after due inquiry, true and correct as of the date of
such Borrowing.

            (l) Payment of Purchase Price, Indebtedness, Fees, etc. The
Administrative Agent shall have received evidence satisfactory to it (i) that
the Purchase Price (as defined in the GAH Purchase Agreement) has been paid in
full, other than any adjustment thereto in accordance with the GAH Purchase
Agreement that is not yet due and payable.

            (m) Disclosure Schedules. The Borrower shall have delivered to the
Administrative Agent any revisions to the disclosure schedules attached to this
Agreement or other disclosure of exceptions to the representations and
warranties and covenants set forth in the Loan Documents relating to GAH and its
Subsidiaries, all of which shall have been approved by the Administrative Agent.
To the extent that the information in any such disclosure is deemed by the
Administrative Agent in its reasonable judgment to be material, such information
must be approved by the Required Lenders prior to the Second Disbursement Date.

            (n) Environmental Liability. The Administrative Agent shall have
received evidence satisfactory to it that neither GAH nor any of GAH's current
or former subsidiaries has

                                       31


any liability under any Environmental Laws, which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

            (o) 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 4.3 Conditions Precedent to All Loans.

      The obligation of each Lender to advance Loans on a Disbursement Date
(including the disbursement of Loans on the Initial Disbursement Date and the
Second 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 Credit Loans and the initial
issuance of a Letter of Credit, 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, 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 Event of Default or event or occurrence, which,
with the passage of time or the giving of notice or both, would become a
Revolver Event of Default shall have occurred.

            (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.

                                       32


      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 (e)
of this Section 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.

      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

                                       33


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.

            (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 Acquisitions or 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 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. No Loan Party 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 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 Administrative Agent in
connection herewith or any other Loan Document or (B) the exercise by the
Administrative 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.

      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 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. 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 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

                                       34


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 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 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 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"), and, if
applicable, identifies each of the municipal airports to which they relate. 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. Neither the Borrower nor any of its Subsidiaries owns any real property.

            (b) Each 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 Financial Statements of the Loan Parties which have been delivered to
the Administrative Agent (i) are in accordance with the books and records of 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 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 taken as a whole; and (iii) fairly
present in all material respects the financial conditions and results of
operations of the Loan Parties, respectively, 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 as disclosed in the audited
Financial Statements dated December 31, 2003, furnished to the Administrative
Agent prior to the Closing Date, or in the Financial Statements

                                       35


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.

      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 Administrative 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 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 Loan Parties 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 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 is not reasonably likely 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 (except as permitted by Section
6.2(c)), or to effect any merger, consolidation or other reorganization of any
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) As of the Closing Date, based upon the latest valuation of each
Plan of that Loan Party or any ERISA Affiliate maintains or contributes to, or
has any obligation under, the aggregate benefit liabilities of such plan within
the meaning of section 4001 of ERISA did not exceed the aggregate value of the
assets of such plan. Except as set forth on Schedule 5.13, as of the Closing
Date, 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 of ERISA, or any liability
which is reasonably expected to have a Material Adverse Effect.

                                       36


            (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 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 or any ERISA Affiliate is legally valid and
binding and in full force and effect. Except as set forth on Schedule 5.13, 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, to the knowledge of
Borrower, threatened material claim or suit other than claims for benefits in
the ordinary course. None of the Loan Parties and the ERISA Affiliates 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) As of the Closing Date, except as set forth on Schedule 5.13,
none of the Loan Parties and the ERISA Affiliates contributes to or has any
material contingent obligations to any Multiemployer Plan. None of the Loan
Parties and 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
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.

      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

                                       37


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.

      Section 5.16 Governmental Charges.

      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.

      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.

      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 Loan Parties is Solvent and, after the execution and delivery
of the Loan Documents and the consummation of the transactions contemplated
thereby and of the Acquisitions, will be Solvent.

                                       38


      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 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 the Borrower or any of its Subsidiaries
      is a party with any third party;

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

                  (iii) each agreement of the Borrower and its Subsidiaries
      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 the Borrower or any of its Subsidiaries to
      compete in any line of business or in any geographic area;

                  (v) 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;

                  (vi) each policy of insurance; and

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

            (b) Each of the FBO Leases has a term and renewal period as set
forth in Schedule 5.21, such FBO Leases are in full force and effect, are valid
and binding, and enforceable against the Borrower and its Subsidiaries, as
applicable, and, to the knowledge of the Loan Parties, the other parties thereto
in accordance with their respective terms. Neither the Borrower nor any of its
Subsidiaries, nor, to 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 FBO Lease, including any minimum service
requirements under any FBO Lease and no event has occurred that with the passage
of time or the giving of notice or both

                                       39


would constitute a default by the Borrower or any Subsidiary or, to the
Borrower's knowledge, any other party under any material provision thereof
entitling the termination of such FBO Lease.

            (c) Except as disclosed in Schedule 5.21, no material supplier to or
landlord of the Borrower or any of its Subsidiaries, including any party to the
FBO Leases, or any Governmental Authority has taken, and neither the Borrower
nor any of its Subsidiaries have received any written notice that, any material
supplier to or landlord of the Borrower or any of its Subsidiaries, including
any party to any of the FBO Leases, or any Governmental Authority contemplates
taking, any steps to terminate the business relationship of the Borrower or any
of its Subsidiaries with such supplier or landlord, including any party to the
FBO Leases, which would reasonably be expected to have a Material Adverse
Effect.

            (d) None of the Loan Parties nor 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 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, the transactions contemplated thereby and the Acquisitions 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 Acquisitions or 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

                                       40


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 Closing 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 in localities where
the Loan Parties 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 Loan Parties as of the Closing Date.

      Section 5.27 Agreements with Affiliates and Other Agreements.

  Except as disclosed on Schedule 5.27, no Loan Party has entered into and,
as of the Initial 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
the 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 Acquisitions.

  The Executive Air Acquisition has been conducted in compliance with
Delaware corporate law. The shareholders of Executive do not have any dissenting
shareholder's rights in connection with the Executive Air Acquisition.

                                   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, and will cause
compliance by the other Loan Parties, 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:

                                       41


                  (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
      (prepared on a consolidated basis) 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 (prepared on a
      consolidated basis) 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 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 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 in substantially the
      form of Exhibit D-1 (a "Leverage Ratio Certification") 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 Leverage Ratio as of
      the last day of such period and for the twelve month period ending on such
      date;

                  (v) no later than twenty (20) days after the last day of each
      fiscal quarter of the Borrower, a certificate of the president, chief
      financial officer or treasurer of the Borrower, in substantially the form
      of Exhibit D-2 (a "Debt Service Coverage Ratio Certification"), certifying
      as to the Debt Service Coverage Ratio for the twelve-month

                                       42


      period ending on the last day of such fiscal quarter, together with
      reasonably detailed information and calculations attached thereto
      supporting such certification; and

                  (vi) 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).

            (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
      Loan Party 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 Borrower or
      any Guarantor involving potential monetary damages payable by any 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 the Borrower or any Guarantor; (II) any dispute, litigation,
      investigation, proceeding or suspension between the Borrower or any
      Guarantor and any Governmental Authority; or (III) the commencement of, or
      any material development in, any litigation or proceeding affecting the
      Borrower or any Guarantor, 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 (B) projected consolidated Financial
      Statements of the Loan Parties for the following fiscal year;

                  (iii) as soon as possible and in no event later than ten (10)
      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;

                                       43


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

                  (v) 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 liability of any Loan Party for Environmental Damages, where
      any such violation is reasonably likely to involve compliance costs in
      excess of $500,000 or to have a Material Adverse Effect; and

                  (vi) 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 as the Administrative Agent may
      from time to time reasonably request.

            (c) 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 their transactions in accordance with GAAP.

            (d) 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 the Loan Parties, to conduct audits
of any or all of the Collateral, to examine the books and records of the Loan
Parties and make copies thereof, and to discuss the affairs, finances and
business of the Loan Parties 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 Loan Parties shall:

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

                                       44


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

                  (iv) 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 6.1(e), 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 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) 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) 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, (iv) insure the Collateral Agent and
any other additional insured or loss payee regardless of any breach or violation
by the Loan Parties 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 against the Collateral
Agent and any other right of deduction against the Collateral Agent, whether by
attachment or otherwise; provided 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, (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.

All proceeds of the insurance policies provided or obtained by any Loan Party
(whether or not required to be carried by the Lenders under the Loan Documents),
including any property and business interruption policies, but excluding
coverage for workers' compensation, employees'

                                       45


liability and general liability, shall be paid by the respective insurers
directly to the Operating Account held by such Loan Party.

            (f) Governmental Charges and Other Indebtedness. Each Loan Party
shall promptly pay and discharge 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 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. Each of the Loan Parties shall (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) 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.

            (i) 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.

            (j) Additional Collateral. If at any time from and after the Closing
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

                                       46


(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 an FBO Lease, 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 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 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 (vii) 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.

            (l) Lender Hedging Agreements. The Borrower shall enter into (and
maintain) Lender Hedging Agreements in accordance with the requirements of
Section 4.1(d).

            (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) Step-in Rights. If at any time the Debt Service Coverage Ratio
shall be less than 1.10 to 1.00, the Administrative Agent shall have the right
to evaluate the Borrower's operations (in consultation with an aviation industry
adviser and/or legal adviser) and thereafter provide reasonable written
instructions for specific actions to be taken by the Borrower to improve the
performance of the businesses and operations of the Loan Parties. The Borrower
shall comply with such instructions so long as the performance of such specific
actions shall be

                                       47


permitted (and not prohibited) by the Material Documents and all applicable
Legal Requirements and Governmental Authorizations.

            (o) 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 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 that: (i) all of the restoration work already completed was
      done substantially in compliance with the approved Restoration Plan, (ii)
      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), (iii) 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, (iv) 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

                                       48


      Subordinated Debt (in each case, by the Investors 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.

            (p) Environmental Management System . The Borrower shall develop and
implement an environmental management system, which will 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 Borrower's sole cost and
expense, 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 Borrower's environmental management
system is reasonable and customary, and could reasonably be expected to
identify, remedy and manage material environmental liabilities and/or cleanup
obligations.

            (q) 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.

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

                  (i) The Borrower hereby confirms that the Loan Parties have
      previously established in the respective names of such Loan Parties the
      bank accounts listed as "Operating Accounts" specified on Schedule 5.26
      (each such account, an "Operating Account"). The Borrower and the other
      Loan Parties 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 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.

                                       49


                  (ii) Any Loan Party 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 any Loan Party
      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) agree to provide monthly and annual statements as to such Operating
      Account to the Administrative Agent concurrently with the delivery thereof
      to the applicable Loan Party.

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

                        (A) On each Quarterly Funds Transfer Date, the Borrower
            shall cause to be transferred to the Debt Service Reserve Account 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) If, as of the last day of any fiscal quarter of the
            Borrower occurring on or prior to September 30, 2005, the Debt
            Service Coverage Ratio as of such date is 1.30 to 1.00 or lower, the
            Borrower shall promptly (as in any event within two Business Days)
            after such Debt Service Coverage Ratio has been calculated, transfer
            to the Special Reserve Account an amount equal to the Excess Cash
            Flow as of the last day of such fiscal quarter.

                        (C) Promptly (as in any event within two Business Days)
            after 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 Excess Cash Flow;
            provided that if the Borrower is permitted to make a Distribution of
            such amounts to the Investors in accordance with Section 6.2(f),
            such amounts may be paid by the Borrower directly to the Investors.

                  (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(r)(iii).

                                       50


            (s) Assignment of FBO Leases. As promptly as possible after the
Closing Date, the Borrower shall request in writing, and shall use all
commercially reasonable efforts to obtain from each Airport Authority, a written
consent with respect to the collateral assignment of the applicable Borrower
Subsidiary's interest in the relevant FBO Lease, to the extent required under
the terms of 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) cause the execution
and recording of such leasehold deed of trust or mortgage at its sole cost and
expense.

            (t) Stock Pledge of Certain Borrower Subsidiaries.

                  (i) If the Borrower is unable to obtain the consent of the
      Airport Authority for Brainard-Hartford Airport to the pledge of the stock
      of the Subsidiaries party to the Hartford Leases (each, a "Hartford
      Lessee") within 60 days after the Closing Date, the Borrower shall, at its
      sole cost, promptly cause the Hartford Lessees to be directly and
      wholly-owned by a single-purpose entity owning only the stock of such
      Hartford Lessees (which entity shall also be a Subsidiary of the
      Borrower). The stock of such immediate parent entity shall be pledged in
      favor of the Collateral Agent.

                  (ii) If the Borrower is unable to obtain the consent of the
      Airport Authority for John Wayne Airport, Orange County, California, to
      the pledge of the stock of the Newport Lessee within 60 days after the
      closing of the General Aviation Acquisition, the Borrower shall, at its
      cost, promptly cause the Newport Lessee to be directly and wholly-owned by
      a single-purpose entity owning only the stock of the Newport Lessee (which
      entity shall also be a Subsidiary of the Borrower) The stock of such
      immediate parent entity shall be pledged in favor of the Collateral Agent.

            (u) Security Interest in Fuel Trucks. No later than 30 days after
the Closing Date, the Borrower, at its sole cost and expense, shall (i) cause
the Collateral Agent to be registered as the lienholder on the certificates of
title or ownership relating to the fuel trucks and other motor vehicles owned by
certain of the Loan Parties and described in Schedule 6.1(u) attached hereto,
and (ii) deliver to the Collateral Agent originals of all such certificates of
title or ownership for such vehicles, together with the odometer statements for
each such vehicle if not otherwise part of the certificate of title. The
Borrower shall take, and shall cause each other Loan Party to take, all such
other actions as are necessary or as the Collateral Agent may deem desirable to
perfect the security interest of the Secured Parties in such Collateral. So long
as no Event of Default has occurred and is continuing, the Administrative Agent
will promptly authorize a release of any such Collateral in order to permit a
sale or other transfer by the relevant Loan Parties to third parties.

            (v) Closing of Operating Accounts.

                  (i) No later than 30 days after the Closing Date, the
      Borrower, at its sole cost and expense, shall cause the Loan Parties
      holding the following bank accounts to close such accounts and direct the
      full balance in each such account to be withdrawn and transferred to
      another Operating Account that is subject to a Control Agreement or to a

                                       51


      new Operating Account established and maintained in accordance with
      Section 6.1(r)(ii): (A) the deposit account (no. 0104-000309) held by
      Atlantic Aviation Corporation at Bank of America; (B) the deposit accounts
      (nos. 0713492201, 0713491132, 0713492228, 0715059963, and 0713492236) held
      by General Aviation, LLC and General Aviation of New Orleans, LLC, as
      applicable, at Whitney National Bank; (C) the deposit account (no.
      015-00042903) held by Atlantic Aviation Corporation at JPMorgan Chase
      Bank; and (D) the deposit account (no. 0517005305) held by Flightways of
      Long Island, Inc. at State Bank of Long Island. The Borrower shall deliver
      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 promptly as possible, and in any event no later than
      30 days after the Closing Date, the Borrower shall obtain a Control
      Agreement in form and substance satisfactory to the Administrative Agent
      with respect to the three bank accounts (and associated lockboxes) held by
      Atlantic Aviation Corporation at PNC Bank; provided that if the Borrower
      is not able to obtain the Control Agreement within such time period, the
      Borrower, at its sole cost and expense, shall cause such accounts to be
      closed and the full balance in each such account to be withdrawn and
      transferred to another Operating Account that is subject to a Control
      Agreement or to a new Operating Account established and maintained in
      accordance with Section 6.1(r)(ii), no later than 90 days after the
      Closing Date.

                  (iii) The Borrower (or applicable Loan Party) 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(s) 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(s) 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(r)(ii).

            (w) Equity Contributions by MIC to pay certain Fees and Expenses.
The Borrower has incurred obligations to pay certain fees and expenses relating
to the Executive Air Acquisition and the General Aviation Acquisition, which
fees and expenses have either been paid by Macquarie Bank Limited or its
Affiliate (other than the Borrower) or remain unpaid as of the Closing Date,
which fees and expenses are estimated as of the Closing Date at approximately
$14,400,00. The Borrower agrees (and has agreed with Macquarie Infrastructure
Company Inc. ("MIC")) that such fees and expenses and any reimbursement
obligation to Macquarie Bank Limited or its Affiliate relating thereto will be
paid by MIC out of its own funds, which payments by MIC shall be booked as
equity contributions to the Borrower. After such capital contributions have been
made, the Borrower shall promptly confirm to the Administrative Agent the total
amount of equity contributions to the Borrower as of such date.

                                       52


      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 the other Loan Parties to do any of the following, unless the Required
Lenders shall have otherwise consented in writing:

            (a) Indebtedness and Guarantee Obligations. None of the Loan Parties
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 Loan Parties
      under the Loan Documents;

                  (ii) Indebtedness of the Loan Parties listed in Schedule
      6.2(a) and existing on the date of this Agreement, all of which
      Indebtedness identified in Schedule 6.2(a) as being repaid in connection
      with the initial Borrowing shall be repaid concurrently with such
      Borrowing;

                  (iii) Guarantee obligations of any Loan Party in respect of
      Permitted Indebtedness of any other Loan Party;

                  (iv) Permitted Subordinated Debt of the Borrower;

                  (v) Indebtedness of the Loan Parties under Lender Hedging
      Agreements entered into with respect to the Loans in accordance with
      Section 4.1(d);

                  (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 the
      Subsidiaries taken as a whole, incurred after the Closing Date shall not
      exceed $1,500,000 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 Loan Parties shall create,
incur, assume or permit to exist any Lien on or with respect to any of its
Property with respect to any of its Property, in either case whether now owned
or hereafter acquired, except for the following ("Permitted Liens"):

                  (i) Liens in favor of the Administrative Agent or any Lender
      under the Loan Documents;

                  (ii) Liens listed in Schedule 6.2(b) and existing on the date
      of this Agreement, all of which Liens that secure Indebtedness that is
      identified in Schedule 6.

                                       53


      2(a) as being repaid in connection with the initial Borrowing of 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 any Loan
      Party 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 any Loan Party;

                  (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 o 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 clause (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 of the Airport Authorities as provided in the FBO
      Leases or under applicable law.

            (c) 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:

                                       54


                  (i) sales by the Loan Parties of inventory to Persons in the
      ordinary course of their businesses, including, intercompany sales of
      inventory by a Loan Party to another Loan Party;

                  (ii) sales or other dispositions by the Loan Parties 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 any Loan Party 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 sale by the Borrower of all the property, assets and
      rights acquired by it under the GAH Purchase Agreement to an Affiliate of
      the Investors, in accordance with Section 10.17(c).

            (d) 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, 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 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 Loan Parties shall make any Investment
except for Investments in the following:

                  (i) Investments by the Loan Parties in cash and Cash
      Equivalents;

                  (ii) Investments listed in Schedule 6.2(e) existing on the
      date of this Agreement;

                  (iii) Investments by the Borrower or 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

                                       55


      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. None of the Loan Parties shall make any
Distributions or set apart any sum for any such purpose, except (i) a Subsidiary
of the Borrower may make Distributions to another Subsidiary of the Borrower or
to the Borrower; (ii) the Borrower may make cash Distributions to the Investors
in an amount equal to Cash Available for Distribution as of the last day of any
fiscal quarter if the following conditions have been met: (A) the Debt Service
Coverage Ratio as of such date was greater than 1.30:1.00, 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) no
Default or Event of Default shall have occurred and be continuing as of the date
of such Distribution; (C) the cash sweep prepayment, if any, for such fiscal
quarter shall have been paid to the Administrative Agent; and (D) the
Administrative Agent shall have received notice from the Borrower of such
Distribution in writing certifying that the foregoing conditions (A) through (C)
have been met; and (iii) the Borrower may redeem the outstanding preferred
shares of the Borrower held by Macquarie International Investments Pty Limited,
an Australian company.

            (g) Change in Business. None of the Loan Parties shall engage,
either directly or indirectly, in any business other than the business conducted
by the Borrower and its Subsidiaries as of the Closing Date or any business
substantially related or incidental thereto, or enter into any new FBO Leases
other than for locations at municipal airports within the United States.

            (h) Payments of Indebtedness, Amendments to Documents. None of the
Loan Parties 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 the 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) amend, modify or otherwise change the payment terms of the
Executive Air Stock Purchase Agreement or the GAH Purchase Agreement 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 Loan Parties 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

                                       56


      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 Loan Parties shall enter into any Contractual
Obligation with any Affiliate (other than any other Loan Party) 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.

            (k) Accounts. None of the Loan Parties shall maintain banking
accounts or securities accounts other than (i) the Accounts, (ii) the bank
accounts and securities accounts listed in Schedule 5.26, (iii) and additional
bank accounts and securities accounts established after the Closing Date for the
working capital needs of any Loan Party 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 Loan Parties shall change (i)
its fiscal year (currently January 1 through December 31) or (ii) its accounting
practices except as required by GAAP.

            (m) Amendments of Material Documents. Without the prior written
consent of the Administrative Agent, none of the Loan Parties shall (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 any 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 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

                                       57


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
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 Loan Parties shall enter into any
Joint Venture.

            (o) Management Fees. None of the Loan Parties shall pay any
management fees other than (i) management fees paid by a Loan Party to another
Loan Party or Loan Parties, (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), and (iii)
reasonable overhead sharing fees payable to Affiliates of the Investors for
legal, accounting, tax, computer and other centralized management services
provided to the Loan Parties and other FBO operators owned by the Investors in
lieu of such Loan Parties and other FBO operators having their own employees for
such functions.

            (p) Jurisdiction of Formation. None of the Loan Parties shall change
its respective jurisdiction of formation except upon not less than ninety (90)
days prior written notice to the Administrative Agent.

            (q) Sales and Leaseback; Off-Balance Sheet Financing. None of the
Loan Parties 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 Loan Parties 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 Investors.

      Section 6.3 Leverage Ratio.

      Until the termination of the Commitments and the satisfaction in full by
the Borrower of all Obligations, the Borrower shall not permit, as of the last
day of any fiscal quarter occurring during the periods below, the Leverage Ratio
of the Loan Parties on a consolidated basis to be greater than the amount
permitted at such time below, unless the Required Lenders shall otherwise
consent in writing:



                                                            Maximum
            Fiscal Quarters Ending                       Leverage Ratio
            ----------------------                       --------------
                                                      
 After the Closing Date through and including             6.00 to 1.00
        September 30, 2005

After September 30, 2005 through and including            5.50 to 1.00
        September 30, 2006


                                       58


                                                       
After September 30, 2006 through and including            5.00 to 1.00
        September 30, 2007

After September 30, 2007 through and including            4.50 to 1.00
        September 30, 2008

Each fiscal quarter ending after                          4.00 to 1.00
       September 30, 2008



                                  ARTICLE VII

                           EVENTS OF DEFAULT; REMEDIES

      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 Payment 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(r) and such
failure shall continue unremedied for a period of five (5) 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 ten (10) Business Days after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the
request of the Required Lenders).

            (b) the Borrower shall fail to comply with any covenant or agreement
contained in Section 6.1(g), Section 6.1(h)(i), Section 6.1(j), Section 6.1(k),
Section 6.1(m), Section 6.2 or Section 6.3; 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 Guaranty or Security Document
and such default shall continue beyond any period of grace provided with respect
thereto; or

            (e) the Borrower or 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), (c) or (d) above), and such
failure is not remedied within 30 days after

                                       59


notice thereof from the Administrative Agent to the Borrower (which notice will
be given at the request of the Required Lenders); or

            (f) any representation or warranty made by the Borrower or any 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

            (g) 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 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 any Loan Party (other than the Obligations) 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 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 any Loan Party
(other than the Obligations) 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

            (h) 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

            (i) 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

            (j) 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

                                       60


independent insurance broker or carrier satisfactory to the Administrative Agent
is entered against any Loan Party in excess of $500,000, or any non-monetary
final judgment is entered against the Borrower and the Required Lenders have
determined that the effect of such non-monetary final judgment will be likely to
have a Material Adverse Effect, and, in each case such judgment remains
unsatisfied without procurement of a stay of execution for more than 30 days
after its entry; or

            (k) (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 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) any Loan Party 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

            (l) 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

            (m) a Change of Control shall occur; or

            (n) any party to a FBO Lease shall fail to perform or observe any
material term or obligation contained therein, 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 not exceeding 90 days as is necessary
to remedy such failure so long as the applicable Loan Party is diligently
pursuing such remedy and such extension of time does not result 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

            (o) (i) any FBO Lease 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; (ii) any FBO Lease 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 becomes capable of being terminated as a result of a
breach by any Loan Party; or (iii) any material provision of any FBO Lease shall
be declared to be null and void, and any such event shall continue in effect for
10 days; or

            (p) any Loan Party shall abandon its business operations at any
airport at which it is entitled to conduct FBO operations under a FBO Lease,
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 any airport for a continuous period of more than 30 days; or

                                       61


            (q) 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 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 Closing Date, shall
be revoked, terminated, withdrawn, suspended or materially modified unless 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

            (r) any substantial portion of the Loan Parties' property
(determined on a consolidated basis) is seized 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

            (s) the Debt Service Coverage Ratio shall be less than or equal to
1.00 to 1.00 as of the end of any two consecutive fiscal quarters of the
Borrower; or

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

                                       62


      Any Event of Default referred to in Section 7.1(n), (o) or (p) affecting
one or more Eligible FBOs 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 Eligible FBO(s), whereupon the Loan
Party or Loan Parties 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 Eligible FBO only if the Proportional EBITDA
Contribution of such Eligible FBO, when added to the Proportional EBITDA
Contribution of any other Eligible 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 Investors to the Borrower, or a combination thereof. For
the avoidance of doubt, the cure right permitted by this paragraph shall be
available with respect to the Eligible FBOs only, and may not be exercised more
than once during the period from the Initial 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 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(h) or (i) 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

                                       63


Issuing Bank in respect of any Drawing under a Letter of Credit issued 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 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 Revolving Loan Commitment Termination 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.

                                       64


      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 irrevocably 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.

      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

                                       65


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.

      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.

                                       66


      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.

      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 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

                                       67


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'
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
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, the retiring

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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 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 Lender 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 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 9.2 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 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 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, or (vi) the Loans are repaid in full.

                                       69


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

      By entering into a Lender 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 Lender Hedging
Agreement shall be secured by the Liens created by the Security Documents on a
pari passu basis.

                                   ARTICLE X

                                  MISCELLANEOUS

      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 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 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

                                       70


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 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 its 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(f) or Section 4.2(g) 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 Initial Disbursement Date or Second Disbursement
Date, as applicable, 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 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,
and then such waiver or consent shall be effective only in the specific instance
and

                                       71


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
                      c/o Executive Air Support, Inc.
                      6504 International Parkway
                      Suite 1100
                      Plano, Texas  75093
                      Attention: Chris C. Dierks
                      Telephone: (972) 447-4205
                      Facsimile: (972) 447-4229

                      with a copy to:

                      North America Capital Holding Company
                      c/o Macquarie Infrastructure Assets Inc.
                      600 Fifth Avenue, 21st Floor
                      New York, New York 10020
                      Attention: David Mitchell
                      Telephone: (212) 548-2753
                      Facsimile: (212) 581-8037

                      and

                      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:

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                      HSH Nordbank AG, New York Branch
                      590 Madison Avenue
                      New York, NY 10022-2540
                      Attention: Stephanie Pieh, Linh Duong
                      Telephone: (212) 407-6065/6072
                      Facsimile: (212) 407-6033

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

                      Wachovia Bank, National Association
                      700 North Pearl Street
                      Suite 1700
                      Dallas, Texas 75201
                      Attention: Lisa Thigpen
                      Telephone: (214) 397-4790
                      Facsimile: (214) 397-4866

                      with a copy to:

                      Jackson Walker L.L.P
                      901 Main Street, #6000
                      Dallas, Texas 75202
                      Attention: Michael P. Haggerty
                      Telephone: (214) 953-5942
                      Facsimile: (214) 953-5822

                  (iv) if to any Lender, to it at its address (or telecopy
number) setforth 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(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

                                       73


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, (ii) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, including the
reasonable fees, charges and disbursements of any advisers or consultants to the
Administrative Agent, in connection with the exercise of the step-in rights
contained in Section 6.1(n), and (iii) 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
(including any indemnity payment by the Administrative Agent to Wachovia Bank,
National Association pursuant to the control agreement with such Person) or the
consummation of the transactions contemplated thereby, (ii) any Commitment, Loan
or Letter of Credit or the use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a 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 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.

                                       74


            (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 shall be payable not later
than ten Business Days after written demand therefor.

            (e) The agreements in this Section 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. 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 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 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

                                       75


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, 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.

                  (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

                                       76


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, 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.

                  (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 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 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 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. 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

                                       77


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 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
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 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 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:

                                       78


            (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 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 Investors or any of their Affiliates (other than
any Loan Party) (collectively, the "Non-Recourse Parties"), or any officer,
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 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

                                       79


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 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 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.

                                       80


            (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.

      Section 10.17 Joinder Agreement and Other Agreements

            (a) Upon the execution and delivery after the date hereof by an
Eligible Assignee, the Borrower, each Lender and the Administrative Agent of an
agreement in the form of Exhibit H attached hereto, such Person shall become a
Term Loan Lender hereunder with the same force and effect as if originally named
as a Term Loan Lender hereunder; provided that (i) each such new Lender (which
may include Macquarie Bank Limited so long as its total Commitments (including
its existing Commitments) do not exceed 40% of the aggregate Commitments of all
Lenders) shall be approved by the Administrative Agent and the Borrower, such
approval not to be unreasonably withheld; (ii) the total Commitments of such new
Lender or Lenders shall consist of Term Loan Commitments sufficient, together
with additional equity contributions by the Investors, to allow (x) HSH Nordbank
AG to reach a facility underwriting commitment of $65,000,000 (or such greater
amount as HSH Nordbank AG may agree in its sole discretion) and (y) Macquarie
Bank Limited to reach a facility underwriting commitment of $40,000,000 (or

                                       81


such greater amount (not to exceed 40% of the aggregate Commitments of all
Lenders) as Macquarie Bank Limited may agree in its sole discretion), in each
case after giving effect to the second Disbursement Date for Term Loans and any
assignments of Loan and Commitments by HSH Nordbank AG and Macquarie Bank
Limited after the Closing Date; (iii) such new Term Loan Commitments shall be
allocated between the Class A Commitments and Class B Commitments in the same
proportions as the respective Class A Commitments and Class B Commitments of the
Lenders party hereto as of the Closing Date; and (iv) each such new Lender shall
concurrently enter into an Assignment and Assumption with each of HSH Nordbank
AG and Macquarie Bank Limited agreeing to purchase and assume its Pro Rata Share
of the Term Loans advanced on the Initial Disbursement Date and shall pay the
purchase price payments thereunder.

            (b) Upon the execution and delivery of the Joinder Agreement(s) in
accordance with this Section, (i) a schedule in substantially the form of
Schedule 2.1 attached to the Joinder Agreement(s) that has been properly revised
and completed to reflect the new Commitments and Pro Rata Shares shall supersede
and replace Schedule 2.1 hereto, and the Commitments and Pro Rata Shares of each
Lender shall be as set forth in such revised Schedule 2.1, and (ii) a schedule
shall be prepared by the Administrative Agent to reflect the required
amortization of Class A Loans based on the new Commitments, which schedule shall
be attached to the Joinder Agreement(s), and shall supersede and replace
Schedule 2.5 hereto, and the required amortization of Class A Loans shall be as
set forth in such revised Schedule 2.5.

            (c) Notwithstanding Section 6.2(c), if the Borrower determines that
it will not be able to satisfy the applicable conditions precedent to the
Borrowing of Term Loans to finance the General Aviation Acquisition, the
Borrower shall have the right to assign either (x) its rights and obligations
under the GAH Purchase Agreement and any related rights or agreements or (y) all
property, assets and rights acquired under the GAH Purchase Agreement if such
transaction has closed, to an Affiliate of the Investors, which Affiliate shall
not be a Subsidiary of the Borrower or a Loan Party.

                           [signature pages to follow]

                                       82


      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 the Borrower

                                      By:  /s/ Richard Lee Livingston
                                         --------------------------------------
                                         Name:  Richard Lee Livingston
                                         Title: Director

                                      By:  /s/ Murray Bleach
                                         --------------------------------------
                                         Name:  Murray Bleach
                                         Title: President and CEO

                                      HSH NORDBANK AG, NEW YORK BRANCH
                                      as Administrative Agent

                                      By:  /s/ Jack Campbell
                                         --------------------------------------
                                         Name:   Jack Campbell
                                         Title:  Senior Vice President, Head of
                                                 Transportation Americas

                                      By:  /s/ Stephanie Pieh
                                         --------------------------------------
                                         Name:  Stephanie Pieh
                                         Title: VP

                                      HSH NORDBANK AG, NEW YORK BRANCH
                                      as Lender

                                      By:  /s/ Jack Campbell
                                         --------------------------------------
                                         Name:  Jack Campbell
                                         Title: Senior Vice President, Head of
                                                Transportation Americas

                                      By:  /s/ Stephanie Pieh
                                         --------------------------------------
                                         Name: Stephanie Pieh
                                         Title: VP

                                                                  Loan Agreement



                                      MACQUARIE BANK LIMITED,
                                      as Lender

                                      By:  /s/ Matthew DiMatting
                                         --------------------------------------
                                         Name:   Matthew DiMatting
                                         Title:  Attorney

                                      By:  /s/ Li-Wen Kang
                                          -------------------------------------
                                          Name:   Li-Wen Kang
                                          Title:  Attorney

                                                                  Loan Agreement



                                      WACHOVIA BANK, NATIONAL
                                      ASSOCIATION,
                                       as Revolving Loan Lender and Issuing Bank

                                      By:  /s/ Jennifer L. Norris
                                         --------------------------------------
                                         Name:   Jennifer L. Norris
                                         Title:  SVP

                                      By:______________________________________
                                         Name:
                                         Title:

                                                                  Loan Agreement



                                                                      APPENDIX A

                     DEFINITIONS AND RULES OF INTERPRETATION



                           SCHEDULES TO LOAN AGREEMENT



                                                                       Exhibit A
                                                               to Loan Agreement

                       FORM OF TERM LOAN BORROWING REQUEST

HSH Nordbank AG, New York Branch,
as Administrative Agent
590 Madison Avenue
New York, New York 10022
Attention: Stephanie Pieh/Linh Duong
Telephone: (212) 407-6065/6072
Facsimile: (212) 407-6033

      Re: Borrowing Request

      This Borrowing Request is delivered pursuant to Section 2.1(b) of the Loan
Agreement dated as of October [__], 2004 (the "Loan Agreement"), among North
America Capital Holding Company (the "Borrower"), the Lenders party thereto, and
HSH Nordbank AG, New York 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:                       $_______

           Aggregate Amount of Requested Borrowing of Class A Loans:      $_______
           Aggregate Amount of Requested Borrowing of Class B Loans:      $_______
        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

                                    Exh. A-1



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), (d) no Default or Event of Default has occurred and is
continuing, and (e) since the date of the most recent audited Financial
Statements provided to the Administrative Agent, no event or circumstance has
occurred which, individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect.

      Please wire transfer the proceeds of the Borrowing to the accounts of the
following 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:____________

                                      NORTH AMERICA CAPITAL HOLDING
                                      COMPANY,
                                      as Borrower

                                      By:______________________________________
                                      Name:
                                      Title:

                                    Exh. A-2



                                                                     Exhibit B-1
                                                               to Loan Agreement

                    FORM OF REVOLVING LOAN BORROWING REQUEST

Wachovia Bank, National Association
700 North Pearl Street
Suite 1700
Dallas, Texas 75201
Attention: Lisa Thigpen
Telephone: (214) 397-4790
Facsimile: (214) 397-486

      Re: Borrowing Request

      This Borrowing Request is delivered pursuant to Section 2.2(b) of the Loan
Agreement dated as of October [__], 2004 (the "Loan Agreement"), among North
America Capital Holding Company (the "Borrower"), the Lenders party thereto, HSH
Nordbank AG, New York Branch, as Administrative Agent for the Lenders (the
"Administrative Agent"), and Wachovia Bank, National Association, as Revolving
Loan Lender (the "Revolving Loan Lender") and Issuing Bank. 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:        $_______

      The Borrower hereby certifies to the Administrative Agent and the
Revolving Lender 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 Revolving Loan Lender, 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), (d) no Default or Event of Default or Revolver Event of
Default has occurred and is continuing, and (e) since the date of the most
recent audited Financial Statements provided to the Administrative Agent, no

                                   Exh. B-1-1


event or circumstance has occurred which, individually or in the aggregate, has
had or could reasonably be expected to have a Material Adverse Effect.

      Please wire transfer the proceeds of the Borrowing to the accounts of the
following 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:____________

                                      NORTH AMERICA CAPITAL HOLDING
                                      COMPANY,
                                      as Borrower

                                      By:______________________________________
                                      Name:
                                      Title:

                                   Exh. B-1-2


                                                                     Exhibit B-2
                                                               to Loan Agreement

                                     FORM OF NOTICE OF REVOLVING LOAN CONVERSION

[Date]

Wachovia Bank, National Association
700 North Pearl Street
Suite 1700
Dallas, Texas 75201
Attention: Lisa Thigpen
Telephone: (214) 397-4790
Facsimile: (214) 397-486

      1. Reference is hereby made to that certain Loan Agreement, dated as of
October [__], 2004 (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"), among North America Capital Holding Company, a
Delaware corporation (the "Borrower"), the Lenders party thereto from time to
time (the "Lenders"), HSH Nordbank AG, New York Branch, as administrative agent
for the Lenders (in such capacity, the "Administrative Agent"), and Wachovia
Bank, National Association, as Revolving Loan Lender (the "Revolving Loan
Lender") and Issuing Bank. Unless otherwise indicated, all terms defined in the
Loan Agreement have the same respective meanings when used herein.

      2. Pursuant to Section 2.2(c) of the Loan Agreement, the Borrower hereby
irrevocably requests to convert a Revolving Loan Borrowing as follows:

            (a) The Revolving Loan Borrowing to be converted consists of ["Base
Rate"]["LIBOR"]Loans in the aggregate principal amount of $__________ which were
initially advanced to the Borrower on __________, _____;

            (b) The Revolving Loans in the Revolving Loan Borrowing are to be
converted into ["Base Rate"]["LIBOR Revolving"] Loans; and

            (c) The date of the requested conversion is to be __________, ____.

      3. The Borrower hereby certifies to the Revolving Loan Lender, the
Administrative Agent and the other Lenders that, on the date of this Notice of
Revolving Loan Conversion, and after giving effect to the requested conversion:

            (a) The representations and warranties of the Borrower set forth in
Article V of the Loan Agreement and in the other Loan Documents are true and
correct in all material respects as if made on such date (except for
representations and warranties expressly made as of a specified date, which
shall be true as of such date);

                                   Exh. B-2-1


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

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

            (d) All of the Loan Documents are in full force and effect.

      IN WITNESS WHEREOF, the Borrower has executed this Notice of Revolving
Loan Conversion on the date set forth above.

                                      NORTH AMERICA CAPITAL HOLDING
                                      COMPANY, as Borrower

                                      By:______________________________________
                                      Name:____________________________________
                                      Title:___________________________________

                                   Exh. B-2-2


                                                                       Exhibit C
                                                               to Loan Agreement

                                  FORM OF NOTE

$[_____________]                                            [New York, New York]
                                                           _______________, 2004

      FOR VALUE RECEIVED, the undersigned, NORTH AMERICA CAPITAL HOLDING
COMPANY, a Delaware corporation (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 October [__], 2004
(the "Loan Agreement") among the Borrower, the Lender and certain other banks
and financial institutions from time to time parties thereto, and HSH Nordbank
AG, New York 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 Class [_] Loan from the date such Class [_] 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 590 Madison
Avenue, New York, New York 10022-2540, 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 Class [_] 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 manifest 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 Class [_] 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 LAWS
OF THE STATE OF NEW YORK.

                                      NORTH AMERICA CAPITAL HOLDING COMPANY

                                      By:______________________________________
                                      Name:
                                      Title:

                                    Exh. C-2


                                                                     Exhibit D-1
                                                               to Loan Agreement

                      FORM OF LEVERAGE RATIO CERTIFICATION

HSH Nordbank AG, New York Branch, as
Administrative Agent
590 Madison Avenue
New York, NY 10022-2540
Attention: Stephanie Pieh/Linh Duong

      This Certificate (this "Certificate") is delivered pursuant to Section
6.1(a)(iv) of that certain Loan Agreement, dated as of October [___], 2004 (as
amended, supplemented, modified or replaced from time to time, the "Loan
Agreement"), among North America Capital Holding Company, a Delaware corporation
("Borrower"), the Lenders party thereto from time to time, and HSH Nordbank AG,
New York Branch, as the Administrative Agent (in such capacity, 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 [President][Chief Financial
            Officer][Treasurer] of the Borrower. I am authorized to execute this
            Certificate on behalf of the Borrower.

      2.    This Certificate is delivered for the fiscal [quarter][year] ended
            ___________, ____ (the "Test Date") and covers financial results for
            the twelve-month period ending on the Test Date (the "Test Period").

      3.    During the fiscal period covered by this Certificate, I have not
            become aware of any Default or Event of Default that has occurred
            and is continuing, with the exceptions set forth below in response
            to which the Borrower has taken (or caused to be taken) or propose
            to take (or cause to be taken) the following actions (if none, so
            state).

            _______________________________________________________________
            _______________________________________________________________
            _______________________________________________________________

                                   Exh. D-1-1


      The following are true and correct computations, to the best of my
knowledge, as at _______________, 200___, of the Leverage Ratio for the fiscal
quarter most recently ended:

                                                                                      
Leverage Ratio [Total Funded Debt as of the Test Date / EBITDA for the Test              ________:1.00
Period] (each as calculated below, in each case in accordance with GAAP)

(a)   Total Funded Debt of the Borrower and its Subsidiaries as of the Test Date
      on a consolidated basis:(1)

      (i) All obligations for borrowed money (including Obligations under the
      Loan Agreement) and all obligations evidenced by notes, bonds, debentures,
      loan agreements or other similar instruments                                       $________

      (ii) All purchase money Indebtedness                                               $________

      (iii)All direct obligations arising under letters of credit, bankers'
      acceptances, bank guaranties, surety bonds and similar instruments
                                                                                         $________

      (iv) All obligations in respect of the deferred purchase price of property
      or services other than trade accounts payable in the ordinary course of
      business                                                                           $________

      (v) The capitalized amount in respect of Capital Leases                            $________

      (vi) All Guarantees with respect to outstanding Indebtedness of the types
      specified in the above clauses of Persons other than the Borrower or any
      Subsidiary                                                                         $________



- --------
(1) For purposes of calculating the Leverage Ratio as of the last day of fiscal
quarter ending December 31, 2004, Total Funded Debt means the then outstanding
principal amount of the Term Loans borrowed on the Initial Disbursement Date,
and for purposes of calculating the Leverage Ration as of the last day of fiscal
quarter ending after December 31, 2004 through and including September 30, 2005,
Total Funded Debt means the then outstanding principal amount of the Term Loans.

                                   Exh. D-1-2


                                                                                      
      (vii) All Indebtedness of the types referred in the above clauses of any
      partnership or joint venture to the extent the Borrower or any Subsidiary
      is liable therefor as a result of such Person's ownership interest in or
      other relationship with such entity, unless such Indebtedness is
      made non-recourse to the Borrower or such Subsidiary                               $________

equals Total Funded Debt

[(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)+(viii)+(ix)+(x)]                                     $________

(b)   EBITDA of the Borrower and its Subsidiaries for the Test Period on a
      consolidated basis:

      (i) Net Income after taxes for the Test Period                                     $________

      (ii) Interest Expense for the Test Period                                          $________

      (iii)Depreciation and amortization for the Test Period                             $________

      (iv) Income tax expense for the Test Period                                        $________

equals EBITDA [(i)+(ii)+(iii)+(iv)]                                                      $________



      IN WITNESS WHEREOF, the Borrower has caused this Certificate to be
executed and delivered by a duly authorized officer on this _____ day of
_________, 2004.

                                      NORTH AMERICA CAPITAL HOLDING COMPANY,
                                      as Borrower

                                      By:_____________________________
                                         Name:
                                         Title:

                                   Exh. D-1-3


                                                                     Exhibit D-2
                                                               to Loan Agreement

                FORM OF DEBT SERVICE COVERAGE RATIO CERTIFICATION

HSH Nordbank AG, New York Branch, as
Administrative Agent
590 Madison Avenue
New York, New York  10022
Attention: Stephanie Pieh/Linh Duong

      This Certificate is delivered pursuant to Section 6.1(a)(v) of the Loan
Agreement (as amended, supplemented or otherwise modified from time to time, the
"Loan Agreement"), dated as of October [__], 2004, among North America Capital
Holding Company (the "Borrower"), the Lenders party thereto, and HSH Nordbank
AG, New York 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 [President][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.    The following are true and correct computations, to the best of my
            knowledge, as at ______, 200_, of the Debt Service Coverage Ratio
            for the twelve-month period ending on the last day of the fiscal
            quarter covered by this Certificate:

            Debt Service Coverage Ratio.

                                                                    
      (i)   Operating Revenues for the 12-month period ending on
            the last day of the applicable fiscal quarter              $________

      (ii)  Operating Costs paid during such 12-month period           $________

      (iii) Item 1 minus Item 2                                        $________

      (iv)  Required Class A Loan Repayment Amounts during the
            12-month period ending on the last day of the
            applicable fiscal quarter (less any permitted
            deferral beyond such period)                               $________

      (v)   Interest and Hedging Obligations during such
            period                                                     $________

      (vi)  Other Mandatory Debt Service during such
            period                                                     $________



                                   Exh. D-2-1


                                                                                           
            (including any commitment and agency fees payable by Borrower during such
            period)

     (vii)  Mandatory Debt Service for such 12-month period (the sum of Items 4, 5 and
            6)                                                                                 $________

     (viii) Debt Service Coverage Ratio (ratio of Item 3 to Item 7)



      IN WITNESS WHEREOF, the Borrower has caused this Certificate to be
executed and delivered by a duly authorized officer this _____ day of
_____________, 200__.

                                      NORTH AMERICA CAPITAL HOLDING COMPANY,
                                      as Borrower

                                      By:_______________________________
                                         Name:
                                         Title:

                                   Exh. D-2-2


                                                                       Exhibit E
                                                               to Loan Agreement

                      TERMS OF PERMITTED SUBORDINATED DEBT

      Permitted Subordinated Debt shall be issued pursuant to, or evidenced by,
an instrument containing provisions for the subordination of such Permitted
Subordinated Debt to all Obligations, substantially as follows (without
limitation as to further, not inconsistent, provisions if so desired).

      All capitalized terms used in this Exhibit E but not defined herein shall
have the meanings ascribed to such terms in Appendix A to the Loan Agreement.

SUBORDINATION OF PERMITTED SUBORDINATED DEBT

General.

      Notwithstanding any provision of this agreement to the contrary, the
Borrower and the holder of the Permitted Subordinated Debt, for themselves and
for all present and future holders of such Permitted Subordinated Debt, hereby
covenant and agree that the Permitted Subordinated Debt shall be and are hereby
expressly made subordinate and junior in right of payment to the prior payment
(in cash or cash equivalents) and performance in full of all Obligations to the
extent and in the manner provided below.

Waiver.

      The holder of the Permitted Subordinated Debt (or any instrument
evidencing the same) by acceptance hereof waives any and all notice of the
creation or accrual of any such Obligations and notice of proof of reliance upon
these subordination provisions by any holder of Obligations and hereby assents
to any renewal, extension or postponement of the time of payment of Obligations
or any other indulgence with respect thereto, to any increase in the amount of
Obligations, and to any substitution, exchange or release of collateral
therefor; and any such Obligations shall conclusively be deemed to have been
created, contracted or incurred in reliance upon these subordination provisions
and all dealings between the Borrower and any holder of Obligations so arising
shall be deemed to have been consummated in reliance upon these subordination
provisions.

Effects of Certain Defaults in Respect of Obligations.

      If the Borrower or any other Loan Party shall default in the payment of
any principal of or interest on or other amount with respect to the Obligations
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise, or if any other default or event
of default with respect to any such Obligations shall have occurred (each of the
foregoing a "Default"), and unless and until such Default shall have been
remedied or waived or shall have ceased to exist, no direct or indirect payment
by the Borrower from any

                                    Exh. E-1


source whatsoever shall be made on account of the principal of, or premium, if
any, or interest on or other amount with respect to, the Permitted Subordinated
Debt.

Limitation on Payments and Demand for Payments.

      For so long as any Obligations are outstanding, (i) the Borrower shall
not, directly or indirectly, make, or permit any of its Affiliates to make, any
payment of principal or interest on account of the Permitted Subordinated Debt,
except for payments from amounts that the Borrower would be permitted to pay as
a Distribution in accordance with Section 6.2(f) of the Loan Agreement and (ii)
without the prior written consent of the Required Lenders, the holder of the
Permitted Subordinated Obligations shall not demand, sue for, retain, or accept
from the Borrower or any other Person any payment of principal or interest on
account of such Permitted Subordinated Debt, except for payments from amounts
that the Borrower would be permitted to pay as a Distribution in accordance with
Section 6.2(f) of the Loan Agreement.

Limitation on Acceleration.

      For so long as any Obligations are outstanding, the Permitted Subordinated
Debt may not be declared to be due and payable before its stated maturity unless
all Obligations have become due and payable, whether automatically or by
declaration, before its stated maturity and such declaration has not been
rescinded.

Insolvency, Etc.

      (a) In the event of any liquidation, reorganization, dissolution, winding
up or composition or readjustment of the Borrower or its respective interests
(whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization,
liquidation, receivership proceedings, or upon a general assignment for the
benefit of the Borrower's creditors or any other marshalling of the assets and
liabilities of the Borrower, or otherwise), all Obligations (including any claim
for interest thereon accruing at the contract rate after the commencement of any
such proceedings and any claim for additional interest that would have accrued
thereon but for the commencement of such proceedings, whether or not, in either
case, such claim shall be enforceable in such proceedings) shall first be paid
in full in cash or cash equivalents before any direct or indirect payment or
distribution, whether in cash or cash equivalents, securities or other property,
is made in respect of the Permitted Subordinated Debt, and any cash, securities
or other property, which would otherwise (but for these subordination
provisions) be payable or deliverable in respect of the Permitted Subordinated
Debt directly or indirectly by the Borrower from any source whatsoever shall be
paid or delivered directly to the holders of Obligations until all Obligations
(including claims for interest and additional interest as aforesaid) shall have
been paid in full in cash or cash equivalents; provided that the holders of the
Permitted Subordinated Debt may receive and retain (x) shares of equity
securities of the Borrower and (y) debt securities of the Borrower, the payment
of which is subordinated to the full and final payment of all Obligations on the
same basis as the Permitted Subordinated Debt.

      (b) The holder of Permitted Subordinated Debt shall not commence or join
with any other creditor or creditors of the Borrower in commencing any
bankruptcy, insolvency,

                                    Exh. E-2


reorganization, liquidation or receivership proceedings against the Borrower. At
any general meeting of creditors of the Borrower in the event of any
liquidation, reorganization, dissolution, winding up or composition or
readjustment of the Borrower or its interests (whether voluntary or involuntary,
or in bankruptcy, insolvency, reorganization, liquidation, receivership
proceedings, or upon a general assignment for the benefit of the Borrower's
creditors or any other marshalling of the assets and liabilities of the
Borrower, or otherwise), if all Obligations have not been paid in full at such
time, the Required Lenders (or any authorized agent thereof) are hereby
irrevocably authorized at any such meeting or in any such proceeding:

            (1)   to enforce claims comprising Permitted Subordinated Debt in
                  the name of the holder of such Permitted Subordinated Debt, by
                  proof of debt, proof of claim, suit or otherwise; and

            (2)   to collect any assets of the Borrower distributed, divided or
                  applied by way of dividend or payment, or such securities
                  issued, on account of Permitted Subordinated Debt, and apply
                  the same, or the proceeds of any realization upon the same
                  that the Required Lenders in their discretion elects to
                  effect, to the Obligations until all Obligations shall have
                  been paid in full.

      (c) The Borrower and holder of the Permitted Subordinated Debt each hereby
(i) irrevocably authorizes and empowers the Required Lenders, under the
circumstances set forth in the above paragraph, to demand, sue for, collect and
receive every such payment or distribution referred to in such paragraph (b) and
give acquittance therefor, and execute, verify, deliver and file any claims or
proofs of claim (to the extent not properly filed by the holder of the Permitted
Subordinated Debt within two weeks prior to the due date for any such filing),
assignments or other instruments which any holder of the Obligations may at any
time reasonably require in order to provide and realize upon any rights or
claims pertaining to the Permitted Subordinated Debt in any statutory or
non-statutory proceeding in accordance with these subordination provisions, and
take such other actions, on behalf of the holders of the Obligations or
otherwise, as the Required Lenders may deem necessary or advisable for the
enforcement of the subordination provisions hereto and (ii) appoints any Person
designated for such purpose by the Required Lenders as its attorney-in-fact for
all such purposes.

Turnover of Payments.

      If (i) any payment or distribution shall be collected or received by the
holder of the Permitted Subordinated Debt in contravention of the terms hereto
and prior to the payment in full in cash or cash equivalents of all Obligations
at the time outstanding and (ii) any holder of such Obligations (or any
authorized agent thereof) shall have notified the holder of the Permitted
Subordinated Debt of the facts by reason of which such collection or receipt so
contravenes the subordination provisions hereto, the holder of the Permitted
Subordinated Debt will deliver such payment or distribution, to the extent
necessary to pay all such Obligations in full in cash or cash equivalents, to
the Collateral Agent, for the benefit of the holders of the Obligations, in the
form received, and until so delivered, the same shall be held by the holder of
the Permitted Subordinated Debt in trust for the holders of the Obligations and
shall not be commingled with other funds or property of the holder of the
Permitted Subordinated Debt.

                                    Exh. E-3


No Prejudice or Impairment.

      No present or future holder of any Obligations shall be prejudiced in the
right to enforce subordination of the Permitted Subordinated Debt by any act or
failure to act on the part of the Borrower. Nothing contained herein shall
impair, as between the Borrower and the holder of the Permitted Subordinated
Debt, the obligation of the Borrower to pay to the holder hereof the principal
hereof and premium, if any, and interest hereon as and when the same shall
become due and payable in accordance with the terms hereof, or, except as
provided herein, prevent the holder of the Permitted Subordinated Debt from
exercising all rights, powers and remedies otherwise permitted by applicable law
or thereunder upon the happening of an event of default in respect of the
Permitted Subordinated Debt, all subject to the rights of the holders of
Obligations as provided in this section to receive cash, securities or other
property otherwise payable or deliverable to the holder of the Permitted
Subordinated Debt directly or indirectly by the Borrower from any source
whatsoever.

Payment of Obligations, Subrogation, Etc.

      Upon the payment in full in cash or cash equivalents of all Obligations,
the holder of the Permitted Subordinated Debt shall be subrogated to all rights
of the holders of such Obligations to receive any further payments or
distributions applicable to Obligations until the Permitted Subordinated Debt
shall have been paid in full in cash or cash equivalents, and, for the purposes
of such subrogation, no payment or distribution received by the holders of
Obligations of cash, securities, or other property to which the holder of the
Permitted Subordinated Debt would have been entitled except for this Section
shall, as between the Borrower and its creditors other than the holders of
Obligations, on the one hand, and the holder of the Permitted Subordinated Debt,
on the other hand, be deemed to be a payment or distribution by the Borrower on
account of Obligations.

No Assignment.

      The holder of the Permitted Subordinated Debt may not assign all or a
portion of such Permitted Subordinated Debt without the prior written consent of
the Required Lenders and only upon the execution and delivery to the Required
Lenders of an agreement by such assignee to be bound by the subordination terms
hereto, in form and substance satisfactory to the Required Lenders.

Miscellaneous.

      (a) The foregoing subordination provisions are for the benefit of the
holders of the Obligations and, so long as any Obligations are outstanding, may
not be rescinded, cancelled or modified adversely to the interests of the
holders of the Obligations without the prior written consent thereto of the
Required Lenders.

      (b) The Borrower and the holder of the Permitted Subordinated Debt shall
execute and deliver to the Required Lenders such further instruments and shall
take such further action as the

                                    Exh. E-4


Required Lenders may from time to time reasonably request or deem advisable to
carry out the provisions and intent of the foregoing subordination provisions.

      (c) Permitted Subordinated Debt may not be incurred by any Loan Party
other than the Borrower.

                                    Exh. E-5


                                                                       Exhibit F
                                                               to Loan Agreement

                            Form of Control Agreement

                                CONTROL AGREEMENT

      This Control Agreement, dated as of [________], 200[__] (this
"Agreement"), among NORTH AMERICA CAPITAL HOLDING COMPANY (the "Borrower"), THE
BANK OF NEW YORK, 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 October [__], 2004 (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement") among the Borrower,
the Lenders party thereto, and HSH Nordbank AG, New York 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 October
[__], 2004, 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 2. 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 3. 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 4. 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. F-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 5. 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 6. 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 7. 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 8. 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 Collateral

                                    Exh. F-2


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 9. 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 10. 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 11. 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:     HSH Nordbank AG, New York Branch
                                      590 Madison Avenue
                                      New York, NY 10022-2540
                                      Attention: Stephanie Pieh, Linh Duong
                                      Telephone: (212) 407-6065/6072
                                      Facsimile: (212) 407-6033

            Borrower:                 North America Capital Holding Company
                                      c/o Executive Air Support, Inc.
                                      6504 International Parkway
                                      Suite 1100
                                      Plano, Texas 75093
                                      Attention: Chris C. Dierks, Director of
                                      Finance
                                      Telephone: (972) 447-4205
                                      Facsimile: (972) 447-4229

                                    Exh. F-3



                                      with copies to:

                                      North America Capital Holding Company
                                      c/o Macquarie Infrastructure Assets Inc.
                                      600 Fifth Avenue
                                      21st Floor
                                      New York, New York 10020
                                      Attention: David Mitchell
                                      Telephone: (212) 548-2753
                                      Facsimile: (212) 581-8037

                                      and

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

            Collateral Agent:         The Bank of New York,
                                      as Collateral Agent
                                      101 Barclay Street, 8th Floor West
                                      New York, New York 10286
                                      Attention: Corporate Trust Administration
                                      Facsimile: (212) 815-5704/5707

            Any party may change its address for notices in the manner set
forth above.

      Section 12. 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.

      Section 13. 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.

                            [signature page follows]

                                         Exh. F-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.

                                      NORTH AMERICA CAPITAL HOLDING COMPANY,
                                      as Borrower

                                      By:______________________________________
                                         Name:
                                         Title:

                                      By:______________________________________
                                         Name:
                                         Title:

                                      THE BANK OF NEW YORK,
                                      as Collateral Agent

                                      By:______________________________________
                                         Name:
                                         Title:

                                      [OPERATING ACCOUNT BANK],
                                      as Operating Account Bank

                                             By:_______________________________
                                                Name:
                                                Title:

                                    Exh. F-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,

                                              THE BANK OF NEW YORK,
                                              as Collateral Agent

                                              By:______________________________
                                              Name:
                                              Title:

                                    Exh. F-6


                                                                       Exhibit G
                                                               to Loan Agreement

                        FORM OF ASSIGNMENT AND ASSUMPTION

      Reference is made to the Loan Agreement dated as of October [___], 2004
(as amended and in effect on the date hereof, the "Loan Agreement") among North
America Capital Holding Company, the Lenders named therein, and HSH Nordbank AG,
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

                                    Exh. G-1


which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) attached to the
Assignment and Assumption is any documentation, including tax forms, 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:

                                    Exh. G-2


[Consented to and](2) Accepted:

HSH NORDBANK AG, NEW YORK BRANCH, as
  Administrative Agent

By_________________________________
  Title:

[Consented to:](3)
NORTH AMERICA CAPITAL HOLDING COMPANY

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. G-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      Amount of        Percentage Assigned
                                        Commitment/Loans    Commitment/Loans            of
       [Facility Assigned]              for all Lenders        Assigned           Commitment/Loans
       -------------------              ---------------        --------           ----------------
                                                                       
Class A Commitment /Class A Loans            $_________            $                   %
Class B Commitment /Class B Loans            $_________            $                   %
                                             $_________            $                   %


                                    Exh. G-4


                                                                       Exhibit H
                                                               to Loan Agreement

                            FORM OF JOINDER AGREEMENT

      This JOINDER AGREEMENT (this "Agreement") dated as of __________, 2004, is
made by and among [__________] (the "New Lender"), North America Capital Holding
Company (the "Borrower"), HSH Nordbank AG, New York Branch and Macquarie Bank,
Limited, as the Lenders (the "Existing Lenders"), and HSH Nordbank AG, New York
Branch, in its capacity as Administrative Agent (the "Administrative Agent") and
as Lead Arranger. All capitalized terms used herein but not otherwise defined
herein shall have the meaning assigned to such terms in the Loan Agreement.

      WHEREAS, the Borrower, the Administrative Agent and the Existing Lenders
have entered into a Loan Agreement, dated as of October [__], 2004 (the "Loan
Agreement"), pursuant to which the Lenders have extended Term Loans to the
Borrower in an aggregate principal amount equal to $130,000,000; and.

      WHEREAS, the New Lender, having received and reviewed a copy of the Loan
Agreement, desires to execute this Joinder Agreement to become a Term Loan
Lender in accordance with the requirements of Section 10.17 of the Loan
Agreement

      NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the New Lender hereby agrees as follows:

      1. Agreement to be Bound. In accordance with Section 10.17 of the Loan
Agreement, the New Lender, by executing and delivering this Agreement, and on
and as of the date hereof, hereby agrees to become a Term Loan Lender under the
Loan Agreement with the same force and effect as if originally named as a Term
Loan Lender thereunder, and agrees to be bound by all of the terms and
conditions of the Loan Agreement. Each reference to a "Term Loan Lender" or a
"Lender" in the Loan Agreement shall be deemed for all purposes to include the
New Lender.

      2. Commitments. The New Lender hereby agrees that its Term Loan
Commitments shall be as set forth in Schedule 2.1 attached hereto.

      3. Assignment and Assumption of Term Loans. The New Lender hereby agrees
to enter into Assignment and Assumption agreements with each of the Existing
Lenders concurrently herewith, pursuant to which the New Lender shall purchase
and assume its Pro Rata Share of the Term Loans advanced on the Initial
Disbursement Date and pay the purchase price payments thereunder.

      4. Replacement Schedules.

                                    Exh. H-1


            (a) Schedule 2.1 attached hereto shall supersede and replace
      Schedule 2.1 attached to the Loan Agreement, and the Commitments and Pro
      Rata Shares of each Lender shall be as set forth in such revised Schedule
      2.1. For the avoidance of doubt, the parties acknowledge that the Term
      Loan Commitments as set forth in such Schedule do not reflect any
      reduction for the Term Loans extended on the Initial Disbursement Date.

            (b) Schedule 2.5 attached hereto shall supersede and replace
      Schedule 2.5 attached to the Loan Agreement, and the required amortization
      of Class A Loan shall be as set forth in such revised Schedule 2.5.

      5. Representations and Warranties. The New Lender (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and to become a Term Loan Lender under the Loan
Agreement, (ii) it meets all requirements of an Eligible Assignee under the Loan
Agreement, (iii) from and after the date hereof, it shall be bound by the
provisions of the Loan Agreement as a Lender thereunder and, to the extent of
its Commitment, 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 Agreement and to become a Lender and the Issuing Bank on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent, the Lead Arranger or any other Lender, and
(v) attached hereto is any documentation (including tax forms) delivered by it
pursuant to the terms of the Loan Agreement, duly completed and executed by the
New Lender; and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, the Lead Arranger 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 Term Loan Lender.

      8. Full Force and Effect. Except as expressly supplemented hereby, the
Loan Agreement shall remain in full force and effect.

      9. Governing Law. This Agreement shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York.

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

                                      [__________________], as the New Lender

                                      By:______________________________________

                                    Exh. H-2


                                          Name:
                                          Title:

                                      By:______________________________________
                                          Name:
                                          Title:

                                      NORTH AMERICA CAPITAL HOLDING
                                           COMPANY, as the Borrower

                                      By:______________________________________
                                          Name:
                                          Title:

                                      By:______________________________________
                                          Name:
                                          Title:

                                    Exh. H-3


                                      HSH NORDBANK AG, NEW YORK BRANCH
                                      as Lender and as the Administrative Agent
                                      and Lead Arranger

                                      By:______________________________________
                                          Name:
                                          Title:

                                      By:______________________________________
                                          Name:
                                          Title:

                                      MACQUARIE BANK, LIMITED,
                                        as Lender

                                      By:______________________________________
                                          Name:
                                          Title:

                                      By:______________________________________
                                          Name:
                                          Title:

                                      WACHOVIA BANK, NATIONAL
                                      ASSOCIATION,
                                       as Revolving Loan Lender and Issuing Bank

                                      By:______________________________________
                                          Name:
                                          Title:

                                      By:______________________________________
                                          Name:
                                          Title:

                                    Exh. H-4


                                                                    Schedule 2.1

                         COMMITMENTS AND PRO RATA SHARES



                                                                                               REVOLVING
                                                                                  REVOLVING    LOAN PRO
                                             CLASS A                     CLASS B     LOAN         RATA
                               CLASS A      PRO RATA      CLASS B       PRO RATA  COMMITMENT,   SHARE,IF        TOTAL
            LENDER            COMMITMENT      SHARE     COMMITMENT       SHARE      IF ANY        ANY         COMMITMENTS
            ------            ----------      -----     ----------       -----      ------     ---------    -------------
                                                                                       
HSH Nordbank AG, New York    $12,438,272     40.12%      $ 52,561,728    40.12%    $        0       0%       $ 65,000,000
Bank

[New Lender(s)]*            [$10,907,407]   [35.19%]    [$ 46,092,593]  [35.19%]   $        0       0%       $ 57,000,000

Macquarie Bank Limited       $ 7,654,321     24.69%      $ 32,345,679    24.69%    $        0       0%       $ 40,000,000

Wachovia Bank, National      $         0         0%      $          0        0%    $3,000,000     100%       $  3,000,000
Association
                             -----------     -----       ------------    -----     ----------     ---        ------------
Total                        $31,000,000]      100%      $131,000,000      100%    $3,000,000     100%       $165,000,000
                             ===========     =====       ============    =====     ==========     ===        ============


*NOTE: TERM LOAN COMMITMENTS ARE SUBJECT TO ADJUSTMENT IF THE NEW LENDER'S TERM
LOAN COMMITMENTS IN ACCORDANCE WITH SECTION 4.2(b)(i) OF THE LOAN AGREEMENT ARE
NOT EQUAL TO $57,000,000. THE NEW LENDER COMMITMENTS AND PRO RATA SHARES SET
FORTH ABOVE CONTEMPLATE ONE NEW LENDER AND MUST BE ADJUSTED IF THERE IS MORE
THAN ONE NEW LENDER.

                                    Exh. H-5


                                                                    Schedule 2.5

                     REQUIRED AMORTIZATION OF CLASS A LOANS*




                                                                  SCHEDULED
                                        REPAYMENT                 CUMULATIVE
                                         AMOUNT                   REPAYMENT
  REPAYMENT DATE                           $US                       $US
  --------------                           ---                       ---
                                                            
 December 31, 2007                       $1,491,875                $ 1,491,875
  March 31, 2008                         $1,491,875                $ 2,983,750
   June 30, 2008                         $1,491,875                $ 4,475,625
September 30, 2008                       $1,491,875                $ 5,967,500
 December 31, 2008                       $1,801,875                $ 7,769,375
  March 31, 2009                         $1,801,875                $ 9,571,250
   June 30, 2009                         $1,801,875                $11,373,125
September 30, 2009                       $1,801,875                $13,175,000
 December 31, 2009                       $2,150,625                $15,325,625
  March 31, 2010                         $2,150,625                $17,476,250
   June 30, 2010                         $2,150,625                $19,626,875
September 30, 2010                       $2,150,625                $21,777,500
 December 31, 2010                       $2,305,625                $24,083,125
  March 31, 2011                         $2,305,625                $26,388,750
   June 30, 2011                         $2,305,625                $28,694,375
September 30, 2011                       $2,305,625                $31,000,000


*NOTE: THE REQUIRED AMORTIZATION OF CLASS A LOANS IS SUBJECT TO REVISION BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 10.17(b) OF THE LOAN AGREEMENT.

                                    Exh. H-6


                                   APPENDIX A

                     DEFINITIONS AND RULES OF INTERPRETATION

DEFINED TERMS

      "Accelerated Class A Loan Amortization Amount" means, as of any Repayment
Date, the amount, if a positive number, equal to (a) the sum of all amounts
applied or to be applied to the repayment of Class A Loans on or prior to such
Repayment Date as a result of the payment of the Required Class A Loan Repayment
Amount and the mandatory prepayment of Class A Loans in accordance with Section
2.8(c)(v) of the Loan Agreement, minus (b) the amount set forth opposite such
Repayment Date in Schedule 2.5 attached to the Loan Agreement under the column
entitled "Scheduled Cumulative Repayment".

      "Accounts" means, collectively, (1) the Debt Service Reserve Account, (2)
the Special Reserve Account, (3) the Loss Proceeds Account and (4) the
Distribution Account.

      "Acquisitions" means the Executive Air Acquisition and the General
Aviation Acquisition.

      "Acquisition Documents" means the Executive Air Stock Purchase Agreement,
the GAH Purchase Agreement, and each of the documents delivered or to be
delivered by the parties thereto under the Executive Air Stock Purchase
Agreement and the GAH Purchase Agreement at their respective closings.

      "Actual Knowledge" means, (i) as used in Sections 4.1 and 4.2 of the Loan
Agreement, the earlier of actual knowledge of, or receipt of written notice by,
any Responsible Officer of the Borrower, and (ii) as used in any other section
of the Loan Agreement or any other Loan Document, with respect to any Person,
the earlier of actual knowledge of, or receipt of written notice by, any
Responsible Officer of such Person or, with respect to the operations of, or any
other matters relating to, an FBO operated by a Borrower Subsidiary, the General
Manager of such FBO.

      "Administrative Agent" means HSH Nordbank AG, in its capacity as
administrative agent for the Lenders under the Loan Documents, and any successor
administrative agent appointed pursuant to the terms of the Loan 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. For purposes of this definition,
"control" when used



with respect to any particular Person means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person whether through the ownership of voting securities or
partnership or other ownership interests, by contract or otherwise, and the
terms "controlling" "controlled by" and "under common control with" have
meanings correlative to the foregoing; provided, however, that 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.

      "Airport Authority" means any governmental or airport authority party to
an FBO Lease.

      "Applicable Cash Sweep Percentage" means, as of each Cash Sweep Date, the
following percentage of Excess Cash Flow as of the end of the fiscal quarter of
the Borrower ending on such Cash Sweep Date:

            (a) For each Cash Sweep Date occurring on or after December 31, 2005
      and on or before September 30, 2006:

                  (i) if the Debt Service Coverage Ratio as of the end of the
      fiscal quarter of the Borrower ending on such Cash Sweep Date is 1.30 to
      1.00 or lower, 100%;

                  (ii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.50 to 1.00 or lower and subclause (i) of this clause
      (a) does not apply, 75%;

                  (iii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.70 to 1.00 or lower and neither subclause (i) nor
      subclause (ii) of this clause (a) applies, 50%; and

                  (iv) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is greater than 1.70 to 1.00, 0%.

            (b) For each Cash Sweep Date occurring on or after December 31, 2006
      and on or before September 30, 2007:

                  (i) if the Debt Service Coverage Ratio as of the end of the
      fiscal quarter of the Borrower ending on such Cash Sweep Date is 1.30 to
      1.00 or lower, 100%;

                  (ii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.50 to 1.00 or lower and subclause (i) of this clause
      (b) does not apply, 75%;

                  (iii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.80 to 1.00 or lower and neither subclause (i) nor
      subclause (ii) of this clause (b) applies, 50%; and

                  (iv) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is greater than 1.80 to 1.00, 0%.

                                       2

            (c) For each Cash Sweep Date occurring on or after December 31, 2007
and on or before September 30, 2009:

                  (i) if the Debt Service Coverage Ratio as of the end of the
      fiscal quarter of the Borrower ending on such Cash Sweep Date is 1.30 to
      1.00 or lower, 100%;

                  (ii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.40 to 1.00 or lower and clause (i) does not apply,
      75%;

                  (iii) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is 1.50 to 1.00 or lower and neither clause (i) nor clause
      (ii) applies, 50%; and

                  (iv) if the Debt Service Coverage Ratio as of the end of such
      fiscal quarter is greater than 1.50 to 1.00, 0%.

            (d) For each Cash Sweep Date occurring on or after December 31,
      2009, 100%.

      "Applicable Margin" means, for each day, the following rates per annum:

            (a) for any Class A Loan, 2.25%;

            (b) for any Class B Loan, 3.00%;

            (c) for any LIBOR Revolving Loan, 2.35%; and

            (d) for any Base Rate Revolving Loan, 0%.

      "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 G or any other form approved by the Administrative Agent.

      "Available Class A Commitment" means, as to any Class A Lender, at any
time, an amount equal to the excess, if any, of (a) the amount of such Lender's
aggregate Class A Commitment, minus (b) the aggregate principal amount of all
Class A Loans made by such Lender prior to such time, minus (c) any portion of
the Class A Commitment of such Lender terminated pursuant to Section 2.7 of the
Loan Agreement.

      "Available Class B Commitment" means, as to any Class B Lender, at any
time, an amount equal to the excess, if any, of (a) the amount of such Lender's
aggregate Class B Commitment, minus (b) the aggregate principal amount of all
Class B Loans made by such Lender prior to such time, minus (c) any portion of
the Class B Commitment of such Lender terminated pursuant to Section 2.7 of the
Loan Agreement.

                                       3


      "Available Commitment" means, as to a Lender, at any time, an amount equal
to its Available Class A Commitment, Available Class B Commitment and/or
Available Revolving Loan Commitment.

      "Available Revolving Loan Commitment" means, at any time, an amount equal
to the excess, if any, of (a) the amount of the Revolving Loan Lender's
Revolving Loan Commitment, minus (b) the aggregate principal amount of all
Revolving Loans made by the Revolving Loan Lender prior to such time, minus (c)
the aggregate outstanding Letter of Credit Usage, minus (c) any portion of the
Revolving Loan Commitment terminated pursuant to Section 2.7 of the Loan
Agreement.

      "Available Term Loan Commitment" means, as to any Term Loan Lender, at any
time, an amount equal to such Term Loan Lender's Available Class A Commitment
and Available Class B Commitment.

      "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 (d) any assignment
for the benefit of creditors or any other marshalling of assets and liabilities
of the Borrower.

      "Base Case Projections" means the final financial projections for the
Borrower and its Subsidiaries as set forth in the computer model prepared by the
Borrower and delivered to the Administrative Agent immediately prior to the
Closing Date

      "Base Rate" means, for any day, a rate per annum equal to the greater of
(a) the Prime Rate or (b) the Federal Funds Rate in effect on such day plus 1/2
of 1%. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective from and including the effective date of
such change in the Prime Rate or the Federal Funds Rate, respectively.

      "Base Rate Loan" means any Loan with respect to which the applicable rate
of interest is based upon the Base Rate.

      "Base Rate Revolving Loans" means, at any time, a Revolving Loan bearing
interest as provided in Section 2.3(a) of the Loan Agreement.

      "Borrower" has the meaning specified in the preamble to the Loan
Agreement.

      "Borrowing" means a borrowing consisting of Term Loans or Revolving Loans
made by the applicable Lenders pursuant to the Loan Agreement.

      "Borrowing Base" means, at any time, (a) 80% of Receivables; and (b) 50%
of Inventory.

      "Borrowing Request" means a Term Loan Borrowing Request or a Revolving
Loan Borrowing Request.

                                       4


      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City or Dallas, Texas, are authorized or
required by law to remain closed; provided that, when used in connection with a
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.

      "California FBO Companies" means Newport FBO Two LLC, a Delaware limited
liability company, and Palm Springs FBO Two LLC, a Delaware limited liability
company.

      "Capital Lease" means any lease which in accordance with GAAP is required
to be capitalized on the balance sheet of the Borrower, and the amount of these
obligations shall be the amount so capitalized.

      "Cash Available for Distribution" means, as of the last day of each fiscal
quarter of the Borrower, (a) Excess Cash Flow as of such date less (b)
commencing with the initial Cash Sweep Date, the Applicable Cash Sweep
Percentage of such Excess Cash Flow.

      "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuing Bank and the Revolving Loan
Lender, as collateral for the Obligations, cash or deposit account balances in
an amount equal to the L/C Obligations pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the Issuing Bank (which
documents are hereby consented to by the Revolving Loan Lender). Derivatives of
such term shall have a corresponding meaning.

      "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 Ratings Services or P-1 (or its equivalent) by Moody's
Investors Service, Inc.;

            (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 Ratings
Services or P-1 (or its equivalent) by Moody's Investors Service, Inc.; 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

                                       5


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 Ratings Services or P-1 (or its equivalent)
by Moody's Investors Service, Inc., (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.

      "Cash Sweep Date" means the last day of each fiscal quarter of the
Borrower, commencing with December 31, 2005.

      "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of the Loan 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 the Loan Agreement or (c) compliance by any Lender
(or, for purposes of Section 3.4(b), 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 the Loan Agreement.

      "Change of Control" means the occurrence of any of the following: (a) any
reorganization, merger or consolidation of the Borrower with one or more Persons
where the Borrower is not the surviving corporation; or (b) the Investors or any
of their Affiliates shall fail to own, directly or indirectly, the lesser of (i)
at least 51% of the Equity Securities of the Borrower and (ii) such number of
Equity Securities of the Borrower as is necessary to elect a majority of the
board of directors (or other governing board) of the Borrower.

      "Class A Commitment" means, with respect to each Class A Lender, the
commitment of such Lender to make Class A Loans to the Borrower pursuant to
Section 2.1 of the Loan 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 the Loan Agreement under the heading "Class A
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 the Loan Agreement; provided that upon the execution
and delivery of a Joinder Agreement(s) in accordance with Section 10.17 of the
Loan Agreement, the Class A Commitment of each Lender party to the Loan
Agreement at such time shall be as set forth in the revised Schedule 2.1
attached to the Joinder Agreement.

      "Class A Lender" means each Lender that has a Class A Commitment or that
holds a Class A Loan.

      "Class A Loan" has the meaning specified in Section 2.1(a) of the Loan
Agreement.

      "Class B Commitment" means, with respect to each Class B Lender, the
commitment of such Lender to make Class B Loans to the Borrower pursuant to
Section 2.1 of the Loan Agreement, in an aggregate principal amount at any one
time outstanding not to exceed the

                                       6


amount set forth opposite such Lender's name on Schedule 2.1 attached to the
Loan Agreement under the heading "Class B 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 the Loan
Agreement; provided that upon the execution and delivery of a Joinder
Agreement(s) in accordance with Section 10.17 of the Loan Agreement, the Class B
Commitment of each Lender party to the Loan Agreement at such time shall be as
set forth in the revised Schedule 2.1 attached to the Joinder Agreement.

      "Class B Lender" means each Lender that has a Class B Commitment or that
holds a Class B Loan.

      "Class B Loan" has the meaning specified in Section 2.1(a) of the Loan
Agreement.

      "Closing Date" means the date of signing of the Loan 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, or for which any required consent from an Airport Authority cannot
be obtained after reasonable efforts by the Borrower.

      "Collateral Agency Agreement" means the Collateral Agency and Account
Agreement, dated as of the Closing Date, among the Borrower, the Administrative
Agent and the Collateral Agent.

      "Collateral Agent" means The Bank of New York, a New York banking
corporation, in its capacity as collateral agent under the Collateral Agency
Agreement, or any Person appointed to replace such Person with the authority to
exercise and perform the rights and duties of the Collateral Agent under the
Security Documents.

      "Commitment" means, with respect to (i) any Term Loan Lender, the Class A
Commitment and the Class B Commitment of such Term Loan Lender, and (ii) the
Revolving Loan Lender, the 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.

      "Concentration Account" means the concentration account referred to on
Schedule 5.26 to the Loan Agreement.

      "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.

      "Debt Service Coverage Ratio" means, as of the end of each fiscal quarter
of the Borrower commencing with the first full fiscal quarter ending after the
Initial Disbursement Date, the ratio of (a) Net Cash Flow for the twelve month
period ending on the last day of such

                                       7


fiscal quarter to (b) Mandatory Debt Service for such period (or such other sum
for the calculation of Mandatory Debt Service as may be applicable pursuant to
the proviso to the definition of Mandatory Debt Service).

      "Debt Service Reserve Account" means the "Debt Service Reserve Account"
established and created in the name of the Collateral Agent pursuant to Section
5.01 of the Collateral Agency Agreement.

      "Debt Service Reserve Required Balance" means, as of the end of each
fiscal quarter of the Borrower, an amount equal to Mandatory Debt Service
projected to become due during the next succeeding six (6) months, as calculated
by the Administrative Agent.

      "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 Initial Disbursement Date or the Second
Disbursement 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
the Loan Agreement.

      "Distribution Account" means the "Distribution Account" established and
created in the name of the Collateral Agent pursuant to Section 5.01 of the
Collateral Agency 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 any Loan Party 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 any Loan Party),
but excluding dividends payable solely in shares of common stock of any Loan
Party.

      "Dollars" or the sign "$" means United States dollars or other lawful
currency of the United States.

      "Drawing" means any drawing made by the beneficiary under any Letter of
Credit.

      "EBITDA" means, for any period, the consolidated Net Income after tax of
the Loan Parties for such period, plus the sum of the following items of the
Loan Parties, determined on a consolidated basis: (a) Interest Expense for such
period, (b) depreciation and amortization for such period, (c) income tax
expense for such period, (d) all unusual and non-recurring expenses not
exceeding $277,000 in connection with the acquisition by Executive of the two
New Orleans FBOs, (e) a one time payment made to Jim Mills, the former chief
financial officer of Executive, not exceeding $180,000 required as a result of
the acquisition of Executive by the Borrower, (f) all unusual and non-recurring
fees and expenses relating to the Executive Air Acquisition and the General
Aviation Acquisition and paid by MIC out of its own funds in accordance with
Section 6.1(w) of the Loan Agreement, and (g) all unusual and non-recurring fees
and expenses incurred and recognized as expense items by Executive Air Support
in connection with the sale of Executive Air Support in an aggregate amount up
to $1,410,582.21, in each instance to the extent deducted in the determination
of Net Income after tax and in each case as determined in accordance with GAAP;
provided that, upon the consummation of the GAH Acquisition, such items relating
to GAH on a consolidated basis for the twelve-month period preceding the date of
determination shall be included in such calculation (other than in the

                                       8


calculation made in respect of the fiscal quarter ending December 31, 2004)
without regard to whether GAH was a Loan Party during such period.

      "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.

      "Eligible FBO", as used in Section 7.1 of the Loan Agreement, means any of
the FBOs located at the following airports: (i) Northeast Philadelphia Airport,
(ii) Houston Hobby Airport, (iii) Palm Springs Municipal Airport, (iii) New
Orleans International Airport, (iv) New Orleans Lakefront Airport, (v) Igor I.
Sikorsky Memorial Airport in Bridgeport, Connecticut, and (vi) Hartford-Brainard
Airport.

      "Employee Benefit Plan" means any employee benefit plan within the meaning
of section 3(3) of ERISA maintained or contributed to by any Loan Party or any
ERISA Affiliate, other than a Multiemployer Plan.

      "Enforcement Action" means any action, whether by judicial proceedings or
otherwise, to enforce any of the rights and remedies granted pursuant to the
Security Documents against the Collateral or the Borrower during the continuance
of an Event of Default.

      "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 any Loan Party or migrating or threatening to migrate
to or from any such real property, or arising from any investigation or
proceeding in which any Loan Party 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.

                                       9


      "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 Macquarie Infrastructure Assets Trust, 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 Macquarie Infrastructure Company Inc., the
Borrower and the Loan Parties.

      "Event of Default" means any of the events specified in Section 7.1 of the
Loan 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 any Loan Party,
including any loss or destruction of, damage to, or other casualty relating to
hangars and ancillary facilities owned or leased by an Loan Party and located at
the FBOs; 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 the last day of each fiscal quarter of the
Borrower, aggregate cash, Cash Equivalents and Permitted Investments of the Loan
Parties as of the close of business on such date (but excluding any amounts on
deposit in the Debt Service Reserve Account, the Loss Proceeds Account, the
Special Reserve Account or the Distribution Account), less a prudent amount of
reserve funds as reasonably determined by the Borrower to cover Operating Costs
and Mandatory Debt Service which are anticipated to become due and payable
during the following fiscal quarter after taking into account Operating Revenues
which are reasonably anticipated to be received and available for such payment
obligations during such period and less any additional amounts projected to be
required to be deposited to the Debt Service Reserve Account during such period.

      "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, the Loan
Agreement, any Note or any other Loan Document), or any taxes attributable to a
Lender's failure to comply with Section 3.1(g), (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which the

                                       10


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 the Loan
Agreement), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to the Loan
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 3.1(e) of the Loan 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 the Loan Agreement.

      "Executive" means Executive Air Support, Inc., a Delaware corporation.

      "Executive Air Acquisition" means the consummation of the purchase of all
of the outstanding Equity Securities of Executive by the Borrower pursuant to
the Executive Air Stock Purchase Agreement.

      "Executive Air Stock Purchase Agreement" means the stock purchase
agreement among the Borrower (as permitted assignee of Macquarie Investment
Holdings, Inc., a Delaware corporation), as purchaser, and all of the former
shareholders of Executive, as sellers.

      "Expansion Capital Expenditures" means expenditures (other than for a
Restoration or repair, replacement and maintenance in the ordinary course of
business) made in connection with the acquisition by the Borrower of any FBOs
after the Closing Date (other than GAH), the construction of new hangar
facilities on the FBO locations, or other major new facilities.

      "FBO" means fixed base operation.

      "FBO Lease" means each lease or use agreement with or on behalf of the
airport authority relating to each fixed base operation location of Executive
and its Subsidiaries and of the California FBO Companies.

      "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, statements of income, retained earnings, shareholders' equity or
partners' capital and cash flows of such Person for such period, and a balance
sheet of such Person as of the end of such period, setting forth in each case in
comparative form figures for the corresponding period in the preceding fiscal
year if such period is less than a full fiscal year or, if such period is a full
fiscal year, corresponding figures from the preceding annual audited Financial
Statements, all prepared in reasonable detail and in accordance with GAAP.

                                       11


      "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 from time to time.

      "GAH" means General Aviation Holdings LLC, a Delaware limited liability
company and the direct parent company of the Newport FBO Two LLC, a Delaware
limited liability company, and Palm Springs FBO Two LLC, a Delaware limited
liability company.

      "GAH Purchase Agreement" means the Membership Interest Purchase Agreement,
dated as of August 18, 2004, by and among Merced Partners Limited Partnership,
Michael Phegley, Craig Foster, and North America Capital Holding Company, with
respect to the purchase by North America Capital Holding Company of 100% of the
membership interests of GAH.

      "General Aviation Acquisition" the consummation after the Closing Date of
the purchase of all of the outstanding Equity Securities of GAH by the Borrower
pursuant to a purchase agreement to be entered into with all of the equity
holders of GAH.

      "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
guidelines, policy or similar form of decision 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

                                       12


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.

      "Guaranties" means, collectively, the Subsidiary Guaranty and each other
guaranty agreement executed by a Subsidiary and delivered by the Borrower
pursuant to Section 6.1(k) of the Loan Agreement (severally, a "Guaranty").

      "Guarantor" means each now-existing or hereafter acquired or created
direct or indirect Subsidiary of the Borrower.

      "Hartford Leases" means the (i) Lease and Operating Agreement, dated
October 29, 1985, between Brainard Airport Services, Inc. (as successor to Air
One, Inc.) and the State of Connecticut, as amended, and (ii) Lease and
Operating Agreement, dated September 10, 1990, between Charter Oaks Aviation,
Inc. and the State of Connecticut, as amended, each with respect to the fixed
base operations at Hartford-Brainard Airport located in the State of
Connecticut.

      "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 the Loan 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 HSH Nordbank AG, Macquarie Bank Limited and, to the
extent specified in a Joinder Agreement entered into in accordance with Section
10.17 of the Loan Agreement, the Person becoming an additional Hedging Bank
pursuant to such Joinder Agreement, and their respective successors and assigns,
as counterparties under the Lender Hedging Agreements contemplated in accordance
with Section 4.1(c) of the Loan 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

                                       13


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.

      "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
(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. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent such
Indebtedness is expressly non-recourse to such Person.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitee" has the meaning specified in Section 10.3(b) of the Loan
Agreement.

                                       14


      "Initial Disbursement Date" means the date of the initial Borrowing of
Term Loans.

      "Intellectual Property Security Agreement" means that certain Security
Agreement (Intellectual Property) dated as of the Closing Date among the Loan
Parties, the Collateral Agent, and the Administrative Agent.

      "Interest Expense" means, for any period, the sum, for the Loan Parties
(determined on a consolidated basis without duplication in accordance with
GAAP), all interest, fees, charges and related expenses payable during such
period to any 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 Only Period" means the date commencing on the Closing Date and
ending on (and including ) December 31, 2007.

      "Interest Payment Date" means, (i) with respect to any LIBOR Revolving
Loan or Base Rate Revolving Loan, the last day of each March, June, September
and December, commencing on the first of such days to occur after such Loan is
made, and (ii) with respect to any Term 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 Term 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 the Loan Agreement; provided that the Borrower may elect an
Interest Period not exceeding six months that ends on the next succeeding
Repayment Date or Cash Sweep Date for any portion of the Term Loans to be repaid
or projected to be repaid on such Repayment Date or Cash Sweep Date; and,
provided, further, 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.

                                       15


      "Inventory" means, at any time, all of the Loan Parties' goods,
merchandise and other personal property, wherever located, to be furnished under
any contract of service or held for sale or lease, all raw materials, work in
progress, finished goods and materials and supplies of any kind, nature or
description which are or might be used or consumed in the Loan Parties' business
or used in connection with the manufacture, selling or finishing of such goods,
merchandise and other personal property, net of any charges or deductions for
any goods, merchandise and other personal property that is obsolete or
unmerchantable, as determined by reference to the most recent monthly operating
report of the Borrower and its Subsidiaries.

      "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 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 (including any Guarantee
Obligations of such Person and any Guarantee Obligations of such Person of the
types described in clause (x) of the definition of "Indebtedness" on behalf of
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.

      "Investors" means Macquarie International Investments Pty Limited, an
Australian company, and Macquarie Investment Holdings, Inc., a Delaware
corporation, and/or any fund or other entity affiliated with (or managed by an
Affiliate of) Macquarie Bank Limited.

      "IRC" means the Internal Revenue Code of 1986.

      "Issuing Bank" means Wachovia Bank, National Association, and any
permitted successor thereto.

      "Joinder Agreement" means an agreement entered into among the Borrower,
the Lenders party to the Loan Agreement as of the Closing Date, the
Administrative Agent, the Lead Arranger and a new Term Loan Lender, in
accordance with Section 10.17 of the Loan Agreement.

      "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit.

      "Lead Arranger" means HSH Nordbank AG, New York Branch, in its capacity as
the sole 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

                                       16


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 the Loan Agreement. So long as
the terms thereof are in compliance with the Loan 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 the Loan Agreement.

      "Letter of Credit" means any letter of credit issued under the Loan
Agreement.

      "Letter of Credit Expiration Date" means the day that is five (5) Business
Days prior to the Maturity Date.

      "Letter of Credit Facility" means the facility made available for the
benefit of the Borrower or any Subsidiary of the Borrower under the Loan
Agreement in relation to the Letters of Credit.

      "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$1,000,000 and (b) the Total Revolving Loan Commitment. The Letter of Credit
Sublimit is part of, and not in addition to, the Total Revolving Loan
Commitment.

      "Letter of Credit Usage" means, as of any date, the aggregate undrawn face
amount of the outstanding Letters of Credit plus the aggregate amount of all
Drawings under the Letters of Credit honored by the Issuing Bank and either not
reimbursed to the Issuing Bank by the Borrower or converted into Loans.

      "Leverage Ratio" means, as of each date of determination, the ratio of (a)
Total Funded Debt as of the last day of the fiscal quarter then ended to (b)
EBITDA for the twelve month period ending on such date.

      "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; provided that in the case of any
      Interest Period that has a term which is not equivalent to any of the
      terms for which rates appear on such page, the Administrative Agent shall
      determine a rate using the linear interpolation of the rates appearing on
      such page for the next shorter and next longer time periods; or

                                       17


            (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; provided
      that in the case of any Interest Period that has a term which is not
      equivalent to any of the terms for which rates appear on such page, the
      Administrative Agent shall determine a rate using the linear interpolation
      of the rates appearing on such page for the next shorter and next longer
      time periods; or

            (c) in the event the rates referenced in the preceding subsections
      (a) and (b) are not available (including by reason of either such page or
      service not displaying a rate for a term equivalent to the Interest Period
      selected by the Borrower), 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 or the LIBOR Market Index Rate.

      "LIBOR Market Index Rate" means, with respect to any day, the rate for
deposits in Dollars with a term equivalent to one month as reported on Telerate
page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a
London business day, then the immediately preceding London business day (or, if
not so reported, then as determined by the Revolving Loan Lender from another
recognized source or interbank quotation).

      "LIBOR Revolving Loans" means, at any time, a Revolving Loan bearing
interest as provided in Section 2.3(a) of the Loan Agreement.

      "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 Agreement" means the Loan Agreement, dated as of the Closing Date,
among the Borrower, the Lenders and the Administrative Agent.

                                       18


      "Loan Documents" means the Loan Agreement, any Notes, each Guaranty, the
Security Documents, each Letter of Credit, the Lender Hedging Agreements, each
fee agreement referred to in Section 2.9 of the Loan Agreement, all other
documents, instruments and agreements entered into with the Administrative Agent
or any Lender pursuant to Section 4.1 of the Loan Agreement, and all other
documents, instruments and agreements entered into by any Loan Party with the
Administrative Agent or any Lender in connection with the Loan Agreement or any
other Loan Document on or after the Closing Date.

      "Loan Parties" means, collectively, the Borrower and the Guarantors
(severally, a "Loan Party").

      "Loans" means, collectively, the Class A Loans, the Class B Loans, and the
Revolving Loans.

      "Mandatory Debt Service" means, for any period of four fiscal quarters of
the Borrower, the sum of the following amounts payable during such period: (a)
all Required Class A Loan Repayment Amounts set forth in Column A of Schedule
2.5, (b) all interest on the Loans, (c) all commitment and agency fees payable
by the Borrower, and (d) any payments constituting Hedging Obligations payable
by the Borrower (or less amounts payable to the Borrower); provided that for
purposes of calculating the Debt Service Coverage Ratio for any period of four
fiscal quarters of the Borrower ending on any date specified below, Mandatory
Debt Service shall be calculated as follows:

                  (i) as of the end of the first fiscal quarter of the Borrower
      ending after the Initial Disbursement Date (the "Initial Fiscal Quarter"),
      by multiplying (A) Mandatory Debt Service for the Initial Fiscal Quarter
      (but including only one-fourth of the annual agency fee paid to the
      Administrative Agent on the Initial Disbursement Date) multiplied by a
      fraction the numerator of which is the number of days in the Initial
      Fiscal Quarter and the denominator of which is the number of days from the
      Initial Disbursement Date through the last day of the Initial Fiscal
      Quarter (such sum, the "Adjusted Mandatory Debt Service for the Initial
      Fiscal Quarter"), by (B) four;

                  (ii) as of the end of the next succeeding fiscal quarter of
      the Borrower (the "Second Fiscal Quarter"), by multiplying (A) the sum of
      (1) the Adjusted Mandatory Debt Service for the Initial Fiscal Quarter,
      plus (2) Mandatory Debt Service for the Second Fiscal Quarter, by (B) two;

                  (iii) as of the end of the next succeeding fiscal quarter of
      the Borrower(the "Third Fiscal Quarter"), by multiplying (A) the sum of
      (1) the Adjusted Mandatory Debt Service for the Initial Fiscal Quarter,
      plus (2) Mandatory Debt Service for the Second Fiscal Quarter, plus (3)
      Mandatory Debt Service for the Third Fiscal Quarter, by (B) four-thirds;
      and

                  (iv) as of the end of the next succeeding fiscal quarter of
      the Borrower (the "Fourth Fiscal Quarter"), Mandatory Debt Service for the
      four fiscal quarters then ended shall be the sum of (A) the Adjusted
      Mandatory Debt Service for the Initial Fiscal Quarter, plus (B) Mandatory
      Debt Service for the Second Fiscal Quarter, plus (C)

                                       19


      Mandatory Debt Service for the Third Fiscal Quarter, plus (D) Mandatory
      Debt Service for the Fourth Fiscal Quarter.

      "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, financial condition or liabilities of the Loan
Parties, taken as a whole; (b) the ability of the Loan Parties taken as a whole
to pay or perform any of their material 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 value of the Collateral taken as a whole, the
Administrative Agent's or any Lender's security interest in the Collateral or
the perfection or priority of such security interests, or (e) the validity of
any of the Loan Documents.

      "Material Documents" means, collectively, (i) each of the FBO Leases; (ii)
the Acquisition Documents; and (iii) the certificate of incorporation, articles
of incorporation, bylaws, certificate of limited partnership, articles of
organization, operating agreement or comparable document of each Loan Party.

      "Material Loss" means any Event of Loss the Restoration of which is
reasonably estimated by the Borrower to cost more than $500,000.

      "Maturity Date" means the date that is seven (7) years after the Closing
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.

      "Maximum Release Percentage" means (a) during the Interest Only Period,
5%; and (b) at any time thereafter 10%.

      "MIC" means Macquarie Infrastructure Company Inc., a Delaware corporation.

      "Monthly Funds Transfer Date" means the last Business Day of each calendar
month.

      "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 a Loan Party or
ERISA Affiliate contributes or has an obligation to contribute.

      "Net Asset Disposition Proceeds" means, with respect to any sale of any
Property by any Loan Party (including the direct or indirect sale of any stock
or other Equity Securities of any Loan Party other than the Borrower), other
than any sale permitted by Section 6.2(c) of the Loan Agreement, the aggregate
consideration received by such Person from such sale less the sum of (a) the
actual amount of the reasonable fees and commissions payable to Persons other
than such

                                       20


Person or any Affiliate of such Person and (b) the reasonable legal expenses and
other costs and expenses, including taxes payable, directly related to such sale
that are to be paid by such Person.

      "Net Cash Flow" means, in respect of any period, (a) aggregate Operating
Revenues received during such period, less (b) the Operating Costs paid during
such period.

      "Net Condemnation Proceeds" means an amount equal to: (a) any cash
payments or proceeds received by a Loan Party 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 a Loan Party 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 any Loan Party, 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 any Loan Party, 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; provided, that Net Equity Proceeds shall not include 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) any
sale or issuance by any Loan Party to directors, officers or employees of such
Loan Party or any other Loan Party of Equity Securities in the form of warrants,
options or similar rights to acquire any other Equity Securities of such Loan
Party, or any sale or issuance of Equity Securities upon the exercise of any
such warrants, options or similar rights; (iii) the issuance by any Loan Party
of Equity Securities in connection with the formation of Subsidiaries pursuant
to transactions otherwise permitted pursuant to Sections 6.2(d) and 6.2(e) of
the Loan Agreement; and (iv) the issuance of Equity Securities by the Borrower
to the Investors.

      "Net Income" means with respect to any fiscal period, the net income of
the Loan Parties determined on a consolidated basis in accordance with GAAP,
consistently applied.

      "Net Insurance Proceeds" means an amount equal to: (a) any cash payments
or proceeds received by a Loan Party 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 a Loan Party in connection with the adjustment or
settlement of any claims of a Loan Party in respect thereof

                                       21


(including reasonable fees and expenses of counsel), and (ii) provisions for all
taxes payable as a result of such event.

      "Newport Lessee" means Newport FBO Two LLC, a Delaware limited liability
company.

      "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
the Loan Agreement.

      "Notice of Revolving Loan Conversion" means a request by the Borrower for
a conversion of a Revolving Loan Borrowing in accordance with Section 2.2(c) of
the Loan 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 because the Borrower fails 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.

      "Operating Accounts" means the operating accounts described on Schedule
5.26 to the Loan Agreement, and any additional or replacement accounts from time
to time established and maintained by any of the Loan Parties.

      "Operating Costs" means, for any period, all actual cash costs incurred
and paid by the Loan Parties (determined on a consolidated basis by excluding
any such payments from one Loan Party to another Loan Party) in connection with
the operation of their respective businesses, but excluding (a) all Expansion
Capital Expenditures funded 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 Investors, (b) all
noncash charges, including, but not limited to, depreciation or obsolescence
charges or reserves therefor, amortization of intangibles or other bookkeeping
entries of a similar nature, (c) all payments of principal of or interest upon
the Loans (whether or not constituting Mandatory Debt Service), (d) Investments,
(e) Distributions or (f) all costs paid by Net Insurance Proceeds or other
insurance proceeds (other than proceeds of any business interruption insurance);
provided that upon the consummation of both the GAH Acquisition and the Second
Disbursement, such items relating to GAH on a consolidated basis for the
twelve-month period preceding the date of determination shall be included in
such calculation without regard to whether GAH was a Loan Party during such
period.

      "Operating Revenues" means, for any period (without duplication), all
income and other amounts received by or on behalf of the Loan Parties
(determined on a consolidated basis by excluding any such amounts received by
one Loan Party from another Loan Party) during such period; provided, that
Operating Revenues shall not include (i) Net Condemnation Proceeds, (ii) Net
Debt Proceeds (including proceeds of the Loans), (iii) Net Equity Proceeds
(without regard to the proviso to the definition thereof), and (iv) Net
Insurance Proceeds or other insurance proceeds (other than proceeds of any
business interruption insurance); provided that

                                       22


upon the consummation of both the GAH Acquisition and the Second Disbursement,
such items relating to GAH on a consolidated basis for the twelve-month period
preceding the date of determination shall be included in such calculation
without regard to whether GAH was a Loan Party during such period.

      "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 the Loan Agreement or from the execution, delivery
or enforcement of, or otherwise with respect to, the Loan Agreement.

      "Outstanding Amount" means, with respect to any Letter of Credit, the
aggregate face amount of such Letter of Credit, as reduced by each Drawing made
by the beneficiary thereof.

      "Outstanding Exposure" means, at any time, the sum of (a) the aggregate
then outstanding principal amount of the Loans and Letter of Credit Usage and
(b) following any termination of the Lender Hedging Agreements upon the
acceleration of the Loans in accordance with Section 7.2(a) of the Loan
Agreement or the commencement of any Bankruptcy Proceeding by or against the
Borrower, (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, 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
6.2(a) of the Loan 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 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; (v)
obligations of the Collateral Agent meeting the requirements of clause (iii)
above or any other 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, the Collateral Agent or such other bank; (vi) a
money market fund or a qualified investment fund (including any such fund for
which the Collateral Agent or any Affiliate thereof acts as an advisor or a
manager) given one of

                                       23


the two highest long-term ratings available from S&P and Moody's, including any
fund for which the Collateral Agent or an Affiliate of the Collateral Agent
serves as an investment advisor, administrator, shareholder servicing agent,
custodian or subcustodian, notwithstanding that (A) the Collateral Agent or an
Affiliate of the Collateral Agent charges and collects fees and expenses from
such funds for services rendered (provided that such charges, fees and expenses
are on terms consistent with terms negotiated at arm's length) and (B) the
Collateral Agent charges and collects fees and expenses for services rendered
pursuant to the Collateral Agency Agreement; and (vii) eurodollar certificates
of deposit issued by the Collateral Agent meeting the requirements of clause
(iii) above or any other bank meeting the requirements of clause (iii) above. In
no event shall any cash in the Accounts be invested in any obligation,
certificate of deposit, acceptance, commercial paper or instrument which by its
terms matures more than ninety (90) days after the date of investment, unless
the Collateral Agent or a bank meeting the requirements of clause (iii) above
shall have agreed to repurchase such obligation, certificate of deposit,
acceptance, commercial paper or instrument at its purchase price plus earned
interest within no more than ninety (90) days after its purchase. 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 6.2(b) of
the Loan Agreement.

      "Permitted Subordinated Debt" means unsecured Indebtedness of any Loan
Party in the form of loans to such Loan Party from an Investor or an Affiliate
thereof, so long as (a) such obligations of such Loan Party are (i) unsecured
and do not permit the holder of such Indebtedness to accelerate the principal
amount thereof upon default, (ii) evidenced by an instrument or instruments
subordinated to the rights of the Lenders containing provisions substantially in
the form of Exhibit E to the Loan Agreement, and (iii) payable solely from
amounts distributable to the Borrower from the Distribution Account pursuant to
Section 5.05 of the Collateral Agency Agreement, and (b) the Borrower or such
Loan Party retains the sole right to take any action, or refrain from taking any
action, with respect to the business, affairs and properties of such Loan Party;
provided that the agreement between such Loan Party and the holder of such
Indebtedness may provide that such Loan Party will not, without the consent of
such holder, enter into any agreement that affects the right of such holder to
receive payments in accordance with the foregoing clause (iii).

      "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 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.

      "Pledge Agreements" means, collectively, (a) the pledge agreement dated as
of the Closing Date by each Investor as of the Closing Date in favor of the
Collateral Agent granting a

                                       24


first-priority security interest in the Equity Securities of Borrower, (b) each
pledge agreement delivered by the Borrower (or a Subsidiary of the Borrower) in
favor of the Collateral Agent granting a security interest in the Equity
Securities of a Subsidiary as a condition to the Borrowing of Loans, and (c) any
pledge agreements executed and delivered after the Closing Date by the Borrower
(or a Subsidiary of the Borrower) in favor of the Collateral Agent granting a
security interest in the Equity Securities of any additional or substituted
Subsidiaries of the Borrower accordance with Section 6.1(k) of the Loan
Agreement.

      "Prime Rate" means (i) for purposes of calculating the interest rate with
respect to a Base Rate Revolving Loan, the rate of interest per annum publicly
announced from time to time by the Revolving Loan Lender as its "prime rate" or
"base rate" in effect on such day at its principal office in Charlotte, North
Carolina; and (ii) for any other purpose, the rate of interest per annum
publicly announced from time to time by the Administrative Agent as its "prime
rate" or "base rate" in effect on such day at its principal office in New York
City. Any change in the Prime Rate announced by the Revolving Loan Lender or the
Administrative Agent, as applicable, shall take effect on the day specified in
the public announcement of such change.

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Proportional EBITDA Contribution" means, with respect to any prepayment
of the Loans as permitted by the last sentence of Section 7.1 of the Loan
Agreement, a percentage equal to the highest of (i) the projected EBITDA of the
affected FBO(s) set forth in the Base Case Projections for the fiscal year
following such prepayment divided by the aggregate projected EBITDA of all FBOs
set forth in the Base Case Projections for such fiscal year; (ii) the EBITDA of
the affected FBO(s) for the fiscal year immediately preceding such prepayment,
divided by the aggregate EBITDA of all FBOs for such fiscal year; and (iii) the
average EBITDA of the affected FBO(s) for the three successive fiscal years
immediately preceding such prepayment, divided by the average aggregate EBITDA
of all FBOs for such three-year period.

      "Pro Rata Share" means, with respect to each Term Loan Lender, at any
time, a fraction (expressed as a percentage), the numerator of which is the
amount of the Term Loan Commitment (or the Class A Commitment or Class B
Commitment, as the context may require) of such Lender at such time, and the
denominator of which is the amount of the aggregate Term Loan Commitments (or
the aggregate Class A Commitments or Class B Commitments, as the context may
require), of all Term Loan Lenders, at such time. The initial Pro Rata Share of
each Lender as to its Class A Commitment and/or Class B Commitment is set forth
opposite the name of such Lender on Schedule 2.1 to the Loan Agreement or
Assignment and Assumption pursuant to which such Lender becomes a party to the
Loan Agreement, as applicable; provided that upon the execution and delivery of
a Joinder Agreement(s) in accordance with Section 10.17 of the Loan Agreement,
the Pro Rata Share of each Lender party to the Loan Agreement at such time shall
be as set forth in the revised Schedule 2.1 attached to the Joinder Agreement.

      "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 from

                                       25


time to time, and claims for insurance, indemnity, warranty or guaranty effected
or held for the benefit of the Borrower, 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
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).

      "Prudent Industry Practice" means, at a particular time, any of the
practices, methods, standards and acts (including the practices, methods and
acts engaged in or approved by a significant portion of the FBO industry in the
United States) that, at a particular time, in the exercise of reasonable
judgment in light of the facts known at the time a decision was made, could
reasonably have been expected to accomplish the desired result consistent with
good business practices, reliability, economy, safety and expedition, and which
practices, methods, standards and acts generally conform to operation and
maintenance standards recommended by a FBO operator's equipment suppliers and
manufacturers, applicable facility design limits and applicable governmental
approvals and law. "Prudent Industry Practice" is not intended to be limited to
the optimum practice or method to the exclusion of others, but rather to be a
spectrum of possible but reasonable practices and methods.

      "Quarterly Funds Transfer Date" means the last Business Day of each March,
June, September and December occurring after the Closing Date.

      "Receivables" means, at any time, all of the accounts owing to the Loan
Parties or any of them, net of any charges or reserves against such accounts in
accordance with GAAP, as determined by reference to the most recent monthly
operating report of the Borrower and its Subsidiaries, less any account (to the
extent not already accounted for in the charge or reserve against doubtful
accounts) that is not paid within 90 days after the invoice date.

      "Reimbursement Obligations" means, at any time, the obligation of the
Borrower with respect to any of the Letters of Credit to reimburse amounts paid
by the Issuing Bank with respect to any Drawing under such Letter of Credit.

      "Repayment Date" means each date specified in Schedule 2.5 to the Loan
Agreement or, if any such date occurs on a day other than a Business Day, the
next preceding Business Day.

      "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 Class A Loan Repayment Amount" means, as of any Repayment Date,
(a) the amount set forth opposite such Repayment Date under Column A of Schedule
2.5 to the Loan Agreement, plus (b) the aggregate unpaid amount, if any, of all
amounts that the Borrower has deferred in accordance with Section 2.5(a)(ii) of
the Loan Agreement.

                                       26


      "Required Class B Lenders" means, at any time, (a) Class B Lenders holding
66-2/3% or more of the aggregate then outstanding principal amount of Class B
Loans or (b) if there are no Class B Loans outstanding, Class B Lenders holding
66-2/3% or more of the aggregate Class B Commitments.

      "Required Lenders" means, at any time, (a) Lenders (and, to the extent
applicable, Hedging Banks) holding in excess of 50% of the aggregate then
Outstanding Exposure or (b) if there are no Loans or Letter of Credit Usage
outstanding, Lenders holding in excess of 50% of the aggregate Commitments;
provided that, during any period of time Macquarie Bank Limited has 30% or less
of the aggregate Loans and Commitments (as determined at any time by the entries
in the Register maintained by the Administrative Agent pursuant to Section
10.4(b)(iii) of the Loan Agreement), "Required Lenders" shall mean (i) Lenders
(and, to the extent applicable, Hedging Banks) holding 66-2/3% or more of the
aggregate then Outstanding Exposure or (ii) if there are no Loans or Letter of
Credit Usage outstanding, Lenders holding 66-2/3% or more of the aggregate
Commitments.

      "Responsible Officer" means, (i) when used with respect to the Borrower or
any other Loan Party, the chief executive officer, president, chief financial
officer, treasurer or assistant treasurer of such Person authorized by the board
of directors of such Person to act on behalf of the Borrower in respect of the
Loan Documents and notified in writing to the Administrative Agent; 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 and who shall
have direct responsibility for the administration of the Collateral Agency
Agreement. 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 or other
applicable Person.

      "Restoration" means, in the case of any Event of Loss, the restoration,
repair, replacement or rebuilding of the affected Property subject to the Event
of Loss, as nearly as practicable to its value, condition and character
immediately prior to such Event of Loss, with such alterations and additions as
may be made by the applicable Loan Party, pursuant to and subject to any
restoration plan approved by the Administrative Agent in the case of any
Material Loss.

      "Restoration Plan" means, in the case of any Material Loss, a plan for the
Restoration of the affected Property, certified by a Responsible Officer of the
Borrower, demonstrating that (i) the Restoration is technically feasible and can
be completed within a reasonable period of time consistent with the nature and
extent of the Event of Loss, (ii) all Governmental Approvals required for the
Restoration have been obtained or can be obtained in due course, and (iii) the
Restoration will not result in a termination, cancellation, revocation or other
invalidity or impairment of any material Governmental Approval or any FBO Lease.

                                       27


      "Revolver Event of Default" means any event or circumstance which would
constitute an Event of Default hereunder, if the terms of the Loan Agreement and
the Loan Documents were interpreted without giving effect to any amendment,
waiver or consent granted or agreed to by the Required Lenders pursuant to
Section 10.1 of the Loan Agreement (unless the Revolving Loan Lender approves
any such amendment, waiver or consent in writing); provided that (i) with
respect to any event or circumstance that constituted a Default or Event of
Default at the time of any such amendment, waiver or consent, such event or
circumstance shall not constitute a Revolver Event of Default unless the
Revolving Loan Lender has given notice of the exercise of its rights under
Section 7.2(b) of the Loan Agreement within 15 days after written notice of the
effectiveness of the amendment, waiver or consent granted or agreed to by the
Required Lenders, and (ii) any other event or circumstance shall not constitute
a Revolver Event of Default unless the Revolving Loan Lender has advised the
Borrower and the Administrative Agent in writing within 15 days after written
notice of the effectiveness of the amendment, waiver or consent relating thereto
that the Revolving Loan Lender will require compliance with the terms of the
Loan Agreement without reference to such amendment, waiver or consent. If notice
is required by any term of the Loan Agreement as a condition to the existence of
an Event of Default, for purposes of a Revolving Event of Default, notice from
the Revolving Loan Lender shall constitute such notice, the term of any such
provision to the contrary notwithstanding.

      "Revolving Loan" has the meaning specified in Section 2.2(a) of the Loan
Agreement.

      "Revolving Loan Borrowing" means a borrowing consisting of Revolving Loans
made by the Revolving Loan Lender pursuant to the Loan Agreement.

      "Revolving Loan Borrowing Request" means a request by the Borrower for a
Revolving Loan Borrowing in accordance with Section 2.2 of the Loan Agreement.

      "Revolving Loan Commitment" means the commitment of the Revolving Loan
Lender to make Revolving Loans to the Borrower pursuant to Section 2.2 of the
Loan Agreement (and thereafter to make additional Revolving Loans to reimburse
Drawings under Letters of Credit Section 2.13 of the Loan Agreement), in an
aggregate principal amount at any one time outstanding not to exceed $3,000,000
(which amount shall be inclusive of the Letter of Credit Sublimit), as such
amount may be adjusted from time to time in accordance with the Loan Agreement.

      "Revolving Loan Commitment Period" means, with respect to the Revolving
Loan Commitment, the period from and including the Closing Date to the earliest
to occur of (a) the Revolving Loan Commitment Termination Date, (b) the date on
which the Available Revolving Loan Commitments are reduced to zero, and (c) the
date of termination of the aggregate Revolving Loan Commitments.

      "Revolving Loan Commitment Termination Date" means the date that is five
(5) Business Days prior to the date which is two (2) years after the Closing
Date, subject to extension (not beyond the Maturity Date) as agreed from time to
time between the Borrower and the Revolving Loan Lender; 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

                                       28


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.

      "Revolving Loan Lender" means Wachovia Bank, National Association, and any
permitted successor thereto.

      "Second Disbursement" means the second Disbursement of Term Loans made by
the Term Loan Lenders on the Second Disbursement Date.

      "Second Disbursement Date" means the date of the second Borrowing of Term
Loans, which date shall occur prior to December 31, 2004.

      "Secured Parties" means collectively, the Collateral Agent, the Securities
Intermediary, the Administrative Agent, the Lenders, the Issuing Bank, and the
Hedging Banks.

      "Securities Accounts" has the meaning specified in Section 5.13 of the
Collateral Agency Agreement.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securities Intermediary" means The Bank of New York, a New York banking
corporation, in its capacity as securities intermediary under the Collateral
Agency Agreement, or any Person appointed to replace such Person with the
authority to exercise and perform the rights and duties of the Securities
Intermediary under the Collateral Agency Agreement.

      "Security Agreement" means the Security Agreement dated as of the Closing
Date between the Borrower and the Collateral Agent for its benefit and the
benefit of the Secured Parties, as well as each security agreement delivered in
accordance with Section 6.1(k) of the Loan Agreement.

      "Security Documents" means the Collateral Agency Agreement, each Security
Agreement, the Subsidiary Security Agreement, the Intellectual Property Security
Agreement the Pledge Agreements, the Subsidiary Guaranty, the Contribution
Agreement, each leasehold mortgage or leasehold deed of trust from time to time
recorded with the appropriate recording office with respect to the assignment of
leasehold interest in each of the FBO Leases, each control agreement entered
into with a depositary institution or securities intermediary, 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.

      "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

                                       29


or about to engage in business or transactions for which such Person's Property
would constitute an unreasonably small capital.

      "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.

      "Subsidiary Guaranty" means that certain Guaranty dated concurrently with
the Loan Agreement and executed by each Subsidiary of the Borrower in favor of
the Collateral Agent on behalf of the Financing Parties.

      "Subsidiary Security Agreement" means that certain Security Agreement
dated concurrently with the Loan Agreement and executed by each Subsidiary of
the Borrower and Collateral Agent on behalf of the Financing Parties.

      "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" means, collectively, the Class A Loans and Class B Loans.

      "Term Loan Borrowing" means a borrowing consisting of Term Loans made by
the Term Loan Lenders pursuant to the Loan Agreement.

      "Term Loan Borrowing Request" means a request by the Borrower for a Term
Loan Borrowing in accordance with Section 2.1 of the Loan 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 the Loan 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 the Loan Agreement under the heading
"Commitment" or in the

                                       30


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 the Loan Agreement; provided that upon the execution and
delivery of a Joinder Agreement(s) in accordance with Section 10.17 of the Loan
Agreement, the Term Loan Commitment of each Term Lender party to the Loan
Agreement at such time shall be as set forth in the revised Schedule 2.1
attached to the Joinder Agreement..

      "Term Loan Commitment Period" means, with respect to the Term Loan
Commitments, the period from and including the Closing Date to the earliest to
occur of (a) December 31, 2004, (b) the date on which the Available Term Loan
Commitments are reduced to zero, and (c) the date of termination of the
aggregate Term Loan Commitments.

      "Term Loan Lender" means (a) on the Closing Date, the holders of Class A
Commitments and Class B Commitments as set forth on Schedule 2.1 attached to the
Loan Agreement, and (b) thereafter, the Lenders from time to time holding Term
Loan Commitments after giving effect to any Joinder Agreements entered into in
accordance with Section 10.17 of the Loan Agreement and after giving effect to
any assignments permitted by Section 10.4 of the Loan Agreement.

      "Total Funded Debt" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the
outstanding principal amount of all obligations, whether current or long-term,
for borrowed money (including Obligations under the Loan Agreement) and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct
obligations arising under letters of credit (including standby and commercial),
bankers' acceptances, bank guaranties, surety bonds and similar instruments, (d)
all obligations in respect of the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business),
(e) the capitalized amount in respect of Capital Leases that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
(f) without duplication, all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than
the Borrower or any Subsidiary, and (g) all Indebtedness of the types referred
to in clauses (a) through (f) above of any partnership or joint venture to the
extent the Borrower or a Subsidiary is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, unless
such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary; provided, that (i) for purposes of calculating the Leverage Ratio as
of last day of the fiscal quarter ending December 31, 2004, "Total Funded Debt"
shall mean the then outstanding principal amount of the Term Loans borrowed on
the Initial Disbursement Date, and (ii) for purposes of calculating the Leverage
Ratio as of last day of each fiscal quarter ending after December 31, 2004
through and including September 30, 2005, "Total Funded Debt" shall mean the
then outstanding principal amount of the Term Loans.

      "Type" means, with respect to any Loan or Borrowing at any time, the
classification of such Loan or Borrowing in accordance with the type of interest
rate it then bears, whether an interest rate based upon the Base Rate or LIBOR.

                                       31


      "Uniform Commercial Code" or "UCC" means the New York Uniform Commercial
Code, as in effect from time to time.

RULES OF INTERPRETATION

      1.    Definitions of terms shall apply equally to the singular and plural
            forms of the terms defined.

      2.    The words "include", "includes" and "including" shall be deemed to
            be followed by the phrase "without limitation".

      3.    The word "will" shall be construed to have the same meaning and
            effect as the word "shall".

      4.    A reference to a Legal Requirement includes any amendment or
            modification to such Legal Requirement, and all regulations, rulings
            and other Legal Requirement promulgated under such Legal
            Requirement.

      5.    A reference to a Person shall be construed to include its successors
            and assigns.

      6.    Except as otherwise expressly specified, all accounting terms have
            the meanings assigned to them by GAAP, as in effect from time to
            time.

      7.    A reference in a document to an Article, Section, Exhibit, Schedule,
            Annex or Appendix is to the Article, Section, Exhibit, Schedule,
            Annex or Appendix of such document unless otherwise indicated.
            Exhibits, Schedules, Annexes or Appendices to any document shall be
            deemed incorporated by reference in such document.

      8.    Any definition of or reference to any agreement, instrument or other
            document 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 in the Loan
            Documents).

      9.    The words "hereof," "herein" and "hereunder" and words of similar
            import when used in any document shall refer to such document as a
            whole and not to any particular provision of such document.

      10.   References to "days" means calendar days, unless the term "Business
            Days" shall be used. References to a time of day means such time in
            New York, New York, unless otherwise specified.

      11.   The Loan Documents are the result of negotiations between, and have
            been reviewed by the Borrower, the Administrative Agent, each Lender
            and their respective counsel. Accordingly, the Loan Documents shall
            be deemed to be the product of all parties thereto, and no ambiguity
            shall be construed in favor of or against the Borrower, the
            Administrative Agent or any Lender.

                                       32

                                                                  EXECUTION COPY

                        FIRST AMENDMENT TO LOAN AGREEMENT

      This FIRST AMENDMENT TO LOAN AGREEMENT, dated as of December 14, 2004
(this "Amendment"), by and among NORTH AMERICA CAPITAL HOLDING COMPANY, a
Delaware corporation, the Lenders listed on the signature page hereto, and HSH
NORDBANK AG, NEW YORK BRANCH, as Administrative Agent for the Lenders.

                                   WITNESSETH

      WHEREAS, the parties hereto have entered into a Loan Agreement, dated as
of October 15, 2004, (the "Loan Agreement"), in connection with the refinancing
of the acquisition of the capital stock of Executive Air Support, Inc., a
Delaware corporation, and the financing of the acquisition of the membership
interests of General Aviation Holdings LLC, a Delaware limited liability
company; and

      WHEREAS, the Term Loan Lenders have agreed to extend the commitment period
for Term Loans under the Loan Agreement, and the parties hereto desire to enter
into this Amendment to effect such agreement.

      NOW, THEREFORE, it is hereby agreed as follows:

      1. Definitions. Unless otherwise defined herein, capitalized terms used
but not otherwise defined herein have the meanings specified in Appendix A to
the Loan Agreement. The Rules of Interpretation set forth in Appendix A shall
apply to this Amendment.

      2. Second Disbursement Date. The definition of "Second Disbursement Date"
in Appendix A to the Loan Agreement is hereby deleted in its entirety and
replaced with the following:

            "'Second Disbursement Date' means the date of the second Borrowing
      of Term Loans, which date shall occur prior to January 31, 2005."

      3. Term Loan Commitment Period. The definition of "Term Loan Commitment
Period" in Appendix A to the Loan Agreement is hereby deleted in its entirety
and replaced with the following:

            "'Term Loan Commitment Period' means, with respect to the Term Loan
      Commitments, the period from and including the Closing Date to the
      earliest to occur of (a) January 31, 2005, (b) the date on which the
      Available Term Loan Commitments are reduced to zero, and (c) the date of
      termination of the aggregate Term Loan Commitments."

      4. Effectiveness. This Amendment shall become effective upon the execution
and delivery thereof by the Borrower, the Administrative Agent, and the Term
Loan Lenders.

                                        1


      5. Full Force and Effect. Except as specifically amended hereby, all of
the terms and conditions of the Loan Agreement and the other Loan Documents are
unaffected and shall continue to be in full force and effect and shall be
binding upon the parties hereto in accordance with their respective terms.

      6. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

      7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

      8. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                          [Signature pages to follow.]

                                        2


      IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Amendment as of the date first above
written.

                                         BORROWER:

                                         NORTH AMERICA CAPITAL HOLDING
                                         COMPANY

                                         By: /s/ Richard Livingston
                                             -------------------------------
                                             Name:  RICHARD LIVINGSTON
                                             Title: Vice President

                                         By: /s/ Christopher Leslie
                                             ------------------------------
                                             Name:  Christopher Leslie
                                             Title: Vice President


                                         ADMINISTRATIVE AGENT:

                                         HSH NORDBANK AG, NEW YORK BRANCH

                                         By: /s/ Jack Campbell
                                             ------------------------------
                                             Name: Jack Campbell
                                             Title: SVP

                                         By: /s/ Stephanie Pieh
                                             -----------------------------
                                             Name:  Stephanie Pieh
                                             Title: VP

                                        3


                                         TERM LOAN LENDERS:

                                         HSH NORDBANK AG

                                         By: /s/ Jack Campbell
                                             -----------------------------
                                             Name:  Jack Campbell
                                             Title: SVP

                                         By: /s/ Stephanie Pieh
                                             -----------------------------
                                             Name:  Stephanie Pieh
                                             Title: VP

                                         MACQUARIE BANK LIMITED

                                         By: /s/ Timothy Hallam
                                             -------------------------------
                                             Name:  TIMOTHY HALLAM
                                             Title: ASSOCIATE DIRECTOR

                                         By: /s/ David Byron
                                             -------------------------------
                                             Name:  DAVID BYRON
                                             Title: Legal Counsel
                                                    Investment Banking Group

                                        4


                                                                  EXECUTION COPY

                       SECOND AMENDMENT TO LOAN AGREEMENT

      This SECOND AMENDMENT TO LOAN AGREEMENT, dated as of January 14, 2005
(this "Amendment"), by and among NORTH AMERICA CAPITAL HOLDING COMPANY, a
Delaware corporation, the Lenders listed on the signature page hereto, and HSH
NORDBANK AG, NEW YORK BRANCH, as Administrative Agent for the Lenders.

                                   WITNESSETH

      WHEREAS, the parties hereto have entered into a Loan Agreement, dated as
of October 15, 2004, (the "Loan Agreement"), in connection with the refinancing
of the acquisition of the capital stock of Executive Air Support, Inc., a
Delaware corporation, and the financing of the acquisition of the membership
interests of General Aviation Holdings LLC, a Delaware limited liability company
(the "General Aviation Acquisition");

      WHEREAS, the Lenders have agreed to advance a second disbursement of Term
Loans in connection with the financing of the General Aviation Acquisition on
the date hereof;

      WHEREAS, Macquarie Infrastructure Company Inc. ("MIC"), a Delaware
corporation, has acquired all of the issued and outstanding common stock of the
Borrower from Macquarie Investment Holdings, Inc., a Delaware corporation, and
is the legal and beneficial owner of all such common stock of the Borrower (the
"Common Shares"), and MIC has pledged the Common Shares to the Collateral Agent
as security for the Borrower's obligations under the Loan Documents pursuant to
a Share Pledge Agreement, dated as of December 22, 2004, between MIC and the
Collateral Agent;

      WHEREAS, the parties hereto are concurrently entering into a Joinder
Agreement, pursuant to which WestLB AG, New York Branch, has become a Lender
party to the Loan Agreement; and

      WHEREAS, the parties hereto have agreed to enter into this Amendment to
effect certain amendments relating to the advance of Loans to finance the
General Aviation Acquisition and to reflect MIC as an "Investor" under the Loan
Documents, and to effect certain other amendments to the Loan Agreement.

      NOW, THEREFORE, it is hereby agreed as follows:

      1. Definitions. Unless otherwise defined herein, capitalized terms used
but not otherwise defined herein have the meanings specified in Appendix A to
the Loan Agreement. The Rules of Interpretation set forth in Appendix A shall
apply to this Amendment.

      2. Amendments to Loan Agreement.

            (a) Cash Management Procedures: Etc. Paragraph (C) of clause (iii)
      of Section 6.1(r) of the Loan Agreement is hereby amended by deleting the
      term "Excess

                                        1


      Cash Flow" that appears in the fourth line of such clause and replacing it
      with the term "Cash Available for Distribution."

            (b) Security Interest in Fuel Trucks. Section 6.1(u) of the Loan
      Agreement is hereby amended by deleting the words "30 days" that appear in
      the first line of such paragraph and replacing them with the words "135
      days".

            (c) Closing of Operating Accounts. Section 6.1(v) is hereby amended
      as follows:

                  (i) The following proviso shall be added to the end of the
            first sentence of clause (i) of Section 6.1(v):

                  "provided that, with respect to the accounts described in
            clauses (C) and (D) above, the Borrower may, with the approval of
            the Administrative Agent, in lieu of closing such accounts, at the
            Borrower's sole cost and expense, (x) in the case of the account
            described in clause (C) above, 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 account described in clause (D)
            above, 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."

                  (ii) Clause (ii) of Section 6.1(v) shall be deleted in its
            entirety and replaced with the following:

                  "(ii) As promptly as possible after the Second Disbursement
            Date, the Borrower, at its sole cost and expense, shall cause
            Atlantic Aviation Corporation to transfer all cash in each of the
            three bank accounts (and associated lockboxes) held by Atlantic
            Aviation Corporation at PNC Bank (except for an amount to be agreed
            upon with the Administrative Agent to be reserved for working
            capital purposes) to the Concentration Account no less frequently
            than on a weekly basis, provided that 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; and provided, further that the Borrower, at
            its sole cost and expense, shall cause Atlantic Aviation Corporation
            to close such accounts 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(r)(ii) by no later than December 31,
            2005. The Borrower shall deliver 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 (ii)."

                  (iii) A new clause(iv) shall be added to Section 6.1(v), as
            follows:

                                              Second Amendment to Loan Agreement

                                        2


                  "(iv) (A) No later than seven (7) days after the Second
            Disbursement Date, the Borrower, at its sole cost and expense, shall
            cause GAH to close the account (no. 3002267460) held by GAH at Wells
            Fargo Bank and transfer the full balance in 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(r)(ii); and (B) as promptly as possible after the Second
            Disbursement Date, the Borrower, at its sole cost and expense, shall
            cause the Loan Parties holding the following bank accounts to
            transfer all cash in each such account (except for an amount to be
            agreed upon with the Administrative Agent to be reserved for working
            capital purposes) to the Concentration Account no less frequently
            than on a weekly basis: (x) the accounts (nos. 4000063107 and
            4945014702) held by Palm Springs FBO Two LLC at Wells Fargo Bank;
            and (y) the account (no. 4945037083) held by Newport FBO Two LLC at
            Wells Fargo Bank; provided that the Borrower, at its sole cost and
            expense, shall cause such accounts to be closed and the full balance
            in each such account to be transferred 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(r)(ii) by
            no later than June 30, 2005. The Borrower shall deliver 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 (iv)."

      3.    Amendments to Appendix A (Definitions)

            (a) Definition of "Investor". The definition of "Investor" in
      Appendix A to the Loan Agreement is hereby deleted in its entirety and
      replaced with the following:

            '"Investors' means Macquarie Infrastructure Company Inc., a Delaware
      corporation, and/or any fund or other entity affiliated with (or managed
      by an Affiliate of) Macquarie Bank Limited."

            (b) Definition of "EBITDA". The definition of "EBITDA" in Appendix A
      to the Loan Agreement is hereby amended by deleting the word "and"
      appearing immediately prior to clause (g) in the tenth line of such
      definition and adding the following clause (h) immediately after clause
      (g) and prior to the phrase "in each instance":

            "and (h) unusual and non-recurring fees and expenses in an aggregate
            amount not exceeding $2,475,000 incurred and recognized as expense
            items by GAH relating to the General Aviation Acquisition or the
            integration of the California FBO Companies into the Borrower's
            fixed base operations business, to the extent that such fees and
            expenses have been identified in writing to the Administrative Agent
            as falling within the scope of this clause (g) no later than June
            30, 2005"

            (c) Definition of "Operating Costs". The definition of "Operating
      Costs" in Appendix A to the Loan Agreement is hereby amended by deleting
      the word "and" appearing immediately prior to clause (f) in the tenth line
      of such definition and adding

                                              Second Amendment to Loan Agreement

                                        3


      the following clause (g) immediately after clause (f) and prior to the
      phrase "provided that upon":

            ", and (g) all fees and expenses in an aggregate amount not
            exceeding $2,475,000 incurred by GAH relating to the General
            Aviation Acquisition or the integration of the California FBO
            Companies into the Borrower's fixed base operations business, to the
            extent that such fees and expenses have been identified in writing
            to the Administrative Agent in accordance with clause (h) of the
            definition of "EBITDA"

      4. Supplements to Schedules. The Schedules attached hereto (Schedule 5.5
(FBO Consents and Approvals), Schedule 5.8 (Leases), Schedule 5.15 (Intellectual
Property), Schedule 5.18 (Subsidiaries), Schedule 5.21 (Contracts, etc.),
Schedule 5.25 (Insurance), Schedule 5.26 (Bank Accounts and Securities
Accounts), and Schedule 6.2(a) (Existing Indebtedness)) are hereby deemed to,
and shall, supplement the corresponding Schedules attached to the Loan
Agreement.

      5. Joinder of WestLB AG. The parties hereto acknowledge and agree that (i)
the joinder of WestLB AG, New York Branch ("WestLB") to the Loan Agreement as a
new Term Loan Lender with a Term Loan Commitment of $32,000,000 pursuant to a
Joinder Agreement entered into concurrently herewith shall satisfy the
requirement for additional underwriting commitments relating to the financing of
the General Aviation Acquisition under Section 4.2(b) and Section 10.17(a) of
the Loan Agreement; (ii) no reduction of the Commitments of HSH Nordbank AG, New
York Branch ("HSH Nordbank") or Macquarie Bank Limited ("MBL"), or any
assignment and assumption of previously disbursed Loans shall be required in
connection therewith; and (iii) WestLB shall advance the full amount of the
Second Disbursement of Term Loans, $25,675,000 of which amount shall be deemed
to be a purchase from HSH Nordbank and MBL of WestLB's Pro Rata Share of the
first Borrowing of Term Loans and concurrent advance thereof by HSH Nordbank and
MBL.

      6. Effectiveness. This Amendment shall become effective upon the execution
and delivery thereof by the Borrower, the Administrative Agent, and the Required
Lenders; provided that the amendment provided for in Section 3(c) shall also
require the execution and delivery of this Amendment by each of the Term Loan
Lenders.

      7. Full Force and Effect. Except as specifically amended hereby, all of
the terms and conditions of the Loan Agreement and the other Loan Documents are
unaffected and shall continue to be in full force and effect and shall be
binding upon the parties hereto in accordance with their respective terms.

      8. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

      9. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

                                              Second Amendment to Loan Agreement

                                        4


      10. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                          [Signature pages to follow.]

                                              Second Amendment to Loan Agreement

                                        5


      IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Amendment as of the date first above
written.

                                         BORROWER:

                                         NORTH AMERICA CAPITAL HOLDING
                                         COMPANY

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

                                         By: /s/ David Mitchell
                                             -------------------------------
                                             Name:  David M. Mitchell
                                             Title: Chief Financial Officer

                                         ADMINISTRATIVE AGENT:

                                         HSH NORDBANK AG, NEW YORK BRANCH

                                         By: /s/ Jack Campbell
                                             ------------------------------
                                             Name:  Jack Campbell
                                             Title: Senior Vice President
                                                Head of Transportation Americas
                                                HSH Nordbank AG, New York Branch

                                         By: /s/ Linh Duong
                                             ----------------------------
                                             Name:  LINH DUONG
                                             Title: AVP

                                              Second Amendment to Loan Agreement

                                        6


                                         LENDERS:

                                         HSH NORDBANK AG, NEW YORK BRANCH

                                         By: /s/ Jack Campbell
                                             ------------------------------
                                             Name:  Jack Campbell
                                             Title: Senior Vice President
                                                Head of Transportation Americas
                                                HSH Nordbank AG, New York Branch

                                         By: /s/ Linh Duong
                                             ----------------------------
                                             Name:  LINH DUONG
                                             Title: AVP

                                         MACQUARIE BANK LIMITED

                                         By: /s/ Timothy Hallam
                                             -------------------------------
                                             Name:  TIMOTHY HALLAM
                                             Title: ASSOCIATE DIRECTOR

                                         By: /s/ David Byron
                                             -------------------------------
                                             Name:  DAVID BYRON
                                             Title: Legal Counsel
                                                    Investment Banking Group

                                              Second Amendment to Loan Agreement

                                        7


                                         WESTLB AC, NEW YORK BRANCH

                                         BY: /s/ Andrew B. Stein
                                             -------------------------------
                                             NAME:  Andrew B. Stein
                                             TITLE: Managing Director

                                         BY: /s/ Michael P. Sassos
                                             -------------------------------
                                             NAME:  Michael P. Sassos
                                             TITLE: Director

                                              Second Amendment to Loan Agreement

                                        8


                                         WACHOVIA BANK, NATIONAL
                                         ASSOCIATION

                                         BY: /s/ Robert A. Coswell
                                             -------------------------------
                                             NAME:  Robert A. Coswell
                                             TITLE: Vice President

                                              Second Amendment to Loan Agreement

                                        9


                        SUPPLEMENTAL DISCLOSURE SCHEDULES

Unless the context otherwise requires, all capitalized terms used in these
Supplemental 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, solely with respect to
GAH, and shall not be deemed to expand in any way the scope or effect of any of
such representations or warranties.



                                  SCHEDULE 5.5
                           FBO CONSENTS AND APPROVALS

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:

      PALM SPRINGS

      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

      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.

B.    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:

      JOHN WAYNE AIRPORT -- NEWPORT JET CENTER

      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.



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

      PALM SPRINGS

      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

      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.


                                  SCHEDULE 5.7

                                   LITIGATION

None.



                                  SCHEDULE 5.8

                                     LEASES

FBO Leases

      PALM SPRINGS

      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

      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, 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.

Other Real Property Agreements

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



                                 SCHEDULE 5.13

                             EMPLOYEE BENEFIT PLANS

None.



                                 SCHEDULE 5.15

                             INTELLECTUAL PROPERTY

Trademark Applications

      None.

Patents

      None.

Trade Names

      Fictitious Business Name Statement recorded in Riverside County California
      on March 8, 2000 (File No. I-000560) to record the d/b/a name of Million
      Air Palm Springs and proof of Publication filed in Riverside County on
      April 18, 2000.

      Fictitious Business Names "Newport Jet Center" [and "Newport Aviation
      Center"] (Fictitious Name Statement recorded by Newport Beach FBO, LLC,
      official records, County of Orange, Number 20016860367, April 3, 2001).



                                 SCHEDULE 5.18

                                  SUBSIDIARIES

GENERAL AVIATION HOLDINGS, LLC

State of Formation:                      Delaware

Sole Member:                             North America Capital Holding Company

Units Authorized:                        8,000,000

Issued and Outstanding Units:            7,187,148

PALM SPRINGS FBO TWO LLC

State of Formation:                      Delaware

Sole Member:                             North America Capital Holding Company

Units Authorized:                        1,000

Issued and Outstanding Units:            1,000

NEWPORT FBO TWO LLC

State of Formation:                      Delaware

Sole Member:                             General Aviation Holdings, LLC

Units Authorized:                        1,000

Issued and Outstanding Units:            1,000



                                 SCHEDULE 5.21

                                CONTRACTS, ETC.

FBO Leases

      PALM SPRINGS

      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

      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.

Other Real Property Agreements

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

Other Capital Leases

      PALM SPRINGS

      Aviation Fuel Supply Agreement, with an effective date of December
      15, 1999, between Avfuel Corporation and Palm Springs FBO LLC d/b/a
      Million Air Palm Springs, as amended by that certain Addendum dated
      January 10, 2000, as amended by that certain Addendum dated December 15,
      2002.



      Aviation Refueler Lease Agreements dated October 7, 2002, between Avfuel
      Corporation and Palm Springs FBO LLC d/b/a Million Air Palm Springs, with
      VIN numbers 004768, 011984, 043969 and 043976.

      JOHN WAYNE

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

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

      Equipment Lease between Newport Beach FBO, LLC and Pitney Bowes Credit
      Corporation, dated September 30, 2001. (60 month contract).

Material Contracts - Not in the Ordinary Course of Business

      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.

Insurance Policies

See attached listing of insurance policies.

Term/Renewal Information For FBO Leases

FBO Location       Terms of Lease and Renewal Options

Palm Springs       12/15/81 - 12/14/31; per the contract, there are no options
                   to renew this lease

John Wayne         11/1/94 - 10/31/14; per the contract, there are no options
                   to renew this lease



                                 SCHEDULE 5.25

                                   INSURANCE

GENERAL AVIATION HOLDINGS, LLC

USAIG Airport Liability insurance issued to FBOCO Holdings, LLC. Policy Number
ALO30806

Travelers' National Hangar Property Insurance issued to FBOCO Holdings, LLC.
Policy Number KTK630-9326A509-IND-03

Essex Insurance Co. DIC issued to FBOCO Holdings, LLC. Policy Number is being
issued.

Travelers' National Hangar Property Insurance issued to FBOCO Holdings, LLC.
Policy Number KTJ-810-9276A93-1-IND-03

Employers of Liberty/USAIG Workers' Compensation insurance. Policy Number
WC1-A21968419-014



                                 SCHEDULE 5.26

                     BANK ACCOUNTS AND SECURITIES ACCOUNTS

GENERAL AVIATION HOLDINGS, LLC

Wells Fargo Bank
P.O. Box 63020
San Francisco, CA 94163
800-289-3557
Account Number: 3002267460

PALM SPRINGS

Wells Fargo Bank
P.O. Box 63020
San Francisco, CA 94163
800-289-3557
Account Number: 4000063107

Wells Fargo Bank
P.O. Box 63020
San Francisco, CA 94163
800-289-3557
Account Number: 4945014702 - (Impressed Account)

JOHN WAYNE -- NEWPORT JET CENTER

Wells Fargo Bank
P.O. Box 63020
San Francisco, CA 94163
800-289-3557
Account Number: 4945037083



                                SCHEDULE 6.2(a)

                             EXISTING INDEBTEDNESS

PALM SPRINGS

      Yamaha Motor Corp. USA -- Golf carts (total of 6 carts, 2 per base)
      $253.72 per base per month for ending December 2006.

      Pitney Bowes -- Postage Meter $45.00 per month.

      Minolta - Copier $213.69 per month.

      Avfuel - Fuel Trucks In season $8,943.25 per month. Off season $4,633.25
      per month.

            POS -- $75.43 in season, $37.72 per month off season.

      Weather Services - flight planning room $657 per quarter.

NEWPORT JET CENTER

      Imperial Refrigeration - Ice machine and catering refrigerator $206 per
      month ending August 2005.

      Pitney Bowes - Postage Meter $48.00 per month.

      Yamaha Motor Corp. USA - Golf carts.

      Air Petro - Fuel Trucks $3,750.00 per month.

      Weather Services - flight planning room $582 per quarter.



                                 SCHEDULE 6.2(b)

                                 EXISTING LIENS

None.



                                 SCHEDULE 6.2(b)

                              EXISTING INVESTMENTS

None.



                                                                  EXECUTION COPY

                        THIRD AMENDMENT TO LOAN AGREEMENT

      This THIRD AMENDMENT TO LOAN AGREEMENT, dated as of June 15, 2005 (this
"Amendment"), by and among NORTH AMERICA CAPITAL HOLDING COMPANY, a Delaware
corporation, the Lenders listed on the signature page hereto, and HSH NORDBANK
AG, NEW YORK BRANCH, as Administrative Agent for the Lenders.

                                   WITNESSETH

      WHEREAS, the parties hereto have entered into a Loan Agreement, dated as
of October 15, 2004, (the "Loan Agreement"), in connection with the refinancing
of the acquisition of the capital stock of Executive Air Support, Inc., a
Delaware corporation, and the financing of the acquisition of the membership
interests of General Aviation Holdings LLC, a Delaware limited liability
company;

      WHEREAS, on December 22, 2004, all of the issued and outstanding common
stock of the Borrower was acquired by Macquarie Infrastructure Company Inc.
("MIC"), a Delaware corporation, and, in connection therewith, MIC and the
Collateral Agent entered into a Share Pledge Agreement, dated as of December 22,
2004 (the "MIC Share Pledge"), pursuant to which the Collateral Agent was
granted a security interest in all such stock of the Borrower held by MIC;

      WHEREAS, MIC intends to contribute all of the issued and outstanding
common stock of the Borrower to Macquarie FBO Holdings LLC, a Delaware limited
liability company ("FBO Holdings"), thereby causing FBO Holdings to become the
legal and beneficial owner of all such common stock of the Borrower (the "Common
Shares");

      WHEREAS, in connection with the above transfer of Common Shares to FBO
Holdings, FBO Holdings and the Collateral Agent will enter into a Share Pledge
Agreement, dated as of June [13], 2005, pursuant to which FBO Holdings will
grant to the Collateral Agent a security interest in the Common Shares to secure
the Borrower's obligations under the Loan Documents, and a Termination and
Release will be made concurrently by the Collateral Agent terminating the MIC
Share Pledge and releasing MIC from its obligations under the MIC Share Pledge;

      WHEREAS, the parties hereto desire to amend certain defined terms used in
the Loan Documents; and

      WHEREAS, the parties hereto have agreed to enter into this Amendment to
effect certain amendments resulting from the transactions described above.

      NOW, THEREFORE, it is hereby agreed as follows:

                                        1



      1. Definitions. Unless otherwise defined herein, capitalized terms used
but not otherwise defined herein have the meanings specified in Appendix A to
the Loan Agreement. The Rules of Interpretation set forth in Appendix A shall
apply to this Amendment.

      2. Amendments to Appendix A (Definitions).

            (a) Definition of "Change of Control". The definition of "Change of
      Control" in Appendix A to the Loan Agreement is hereby deleted in its
      entirety and replaced with the following:

            "'Change of Control' means the occurrence of any of the following:
      (a) any reorganization, merger or consolidation of the Borrower with one
      or more Persons where the Borrower is not the surviving entity, other than
      any such transaction where (i) the outstanding voting securities of the
      Borrower are changed into or exchanged for voting securities of the
      surviving entity and (ii) the Persons who were the beneficial owners of
      the Borrower's voting securities immediately prior to such transaction
      beneficially own immediately after such transaction all of the outstanding
      voting power of the surviving entity; or (b) Macquarie Bank Limited or any
      fund or other entity that is a Subsidiary of (or managed by a Subsidiary
      of) Macquarie Bank Limited, shall fail to own, directly or indirectly, the
      lesser of (i) at least 51% of the Equity Securities of the Borrower and
      (ii) such number of Equity Securities of the Borrower as is necessary to
      elect a majority of the board of directors (or other governing board) of
      the Borrower."

            (b) Definition of "Investor". The definition of "Investor" in
      Appendix A to the Loan Agreement is hereby deleted in its entirety and
      replaced with the following:

            "'Investors' means Macquarie FBO Holdings LLC, a Delaware limited
      liability company, and its successors or assigns."

            (c) Definition of "Pledge Agreements". The definition of "Pledge
      Agreements" in Appendix A to the Loan Agreement is hereby deleted in its
      entirety and replaced with the following:

            "Pledge Agreements" means, collectively, (a) the pledge agreement
      dated as of June [13], 2005, by Macquarie FBO Holdings LLC, a Delaware
      limited liability company, in favor of the Collateral Agent granting a
      first-priority security interest in the Equity Securities of Borrower, (b)
      each pledge agreement delivered by the Borrower (or a Subsidiary of the
      Borrower) in favor of the Collateral Agent granting a security interest in
      the Equity Securities of a Subsidiary as a condition to the Borrowing of
      Loans, (c) any pledge agreement executed and delivered after the Closing
      Date by any Investor in favor of the Collateral Agent granting a
      first-priority security interest in the Equity Securities of Borrower, and
      (d) any pledge agreements executed and delivered after the Closing Date by
      the Borrower (or a Subsidiary of the Borrower) in favor of the Collateral
      Agent granting a security interest in the Equity Securities of any
      additional or substituted Subsidiaries of the Borrower accordance with
      Section 6.1(k) of the Loan Agreement.

                                               Third Amendment to Loan Agreement

                                       2


            3. Effectiveness. This Amendment shall become effective upon the
      execution and delivery thereof by the Borrower, the Administrative Agent,
      and the Required Lenders.

            4. Full Force and Effect. Except as specifically amended hereby, all
      of the terms and conditions of the Loan Agreement and the other Loan
      Documents are unaffected and shall continue to be in full force and effect
      and shall be binding upon the parties hereto in accordance with their
      respective terms.

            5. Successors and Assigns. This Amendment shall be binding upon and
      inure to the benefit of the parties hereto and their respective successors
      and assigns.

            6. Governing Law. This Amendment shall be governed by and construed
      in accordance with the laws of the State of New York.

            7. Counterparts. This Amendment may be executed by one or more of
      the parties to this Amendment on any number of separate counterparts, and
      all of said counterparts taken together shall be deemed to constitute one
      and the same instrument.

                          [Signature pages to follow.]

                                               Third Amendment to Loan Agreement

                                        3


      IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute and deliver this Amendment as of the date first
above written.

                                    BORROWER:

                                    NORTH AMERICA CAPITAL HOLDING COMPANY

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

                                    By: /s/ David Mitchell
                                        --------------------------------
                                        Name: David Mitchell
                                        Title: VP and Chief Financial Officer

                                    ADMINISTRATIVE AGENT:

                                    HSH NORDBANK AG, NEW YORK BRANCH

                                    By: /s/ Jack Campbell
                                        ---------------------
                                        Name:  Jack Campbell
                                        Title: Senior Vice President

                                    By: /s/ Linh Duong
                                        ----------------------
                                        Name: Linh Duong
                                        Title: Assistant Vice  President

                                               Third Amendment to Loan Agreement

                                        4


                                    LENDERS:

                                    HSH NORDBANK AG, NEW YORK BRANCH

                                    By: /s/ Jack Campbell
                                        ----------------------------
                                        Name: Jack Campbell
                                        Title: Senior Vice President

                                    By: /s/ Linh Duong
                                        ----------------------------
                                        Name: Linh Duong
                                        Title: Assistant Vice President

                                    MACQUARIE BANK LIMITED

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

                                    By: /s/ David Byron
                                        ----------------------------
                                        Name: David Byron
                                        Title: Legal Counsel
                                                 Investment Banking Group

                                               Third Amendment to Loan Agreement

                                        5


                                    WESTLB AG, NEW YORK BRANCH

                                    By: /s/ Michael Sassos
                                        -------------------------------
                                        Name: Michael Sassos
                                        Title: Director

                                    By: /s/ Clifford Kim
                                        -------------------------------
                                        Name: Clifford Kim
                                        Title: Associate Director

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By: _______________________________________
                                        Name:
                                        Title:

                                               Third Amendment to Loan Agreement

                                        6

EX-10.2

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                                  US$36,000,000

                                CREDIT AGREEMENT

                            DATED AS OF JULY 29, 2002

                                      AMONG

                      MACQUARIE AIRPORTS NORTH AMERICA INC.

                                   AS BORROWER

                                       AND

                            THE LENDERS NAMED HEREIN

                                   AS LENDERS

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE

                             AS ADMINISTRATIVE AGENT

                                       AND

                                 CITIBANK, N.A.

                               AS COLLATERAL AGENT



                                TABLE OF CONTENTS



                                                                                                                  PAGE
                                                                                                                  ----
                                                                                                               
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................................   1
         1.01     Certain Defined Terms..........................................................................   1
         1.02     Computation of Time Periods....................................................................  18
         1.03     Accounting Terms...............................................................................  18
         1.04     Interpretation.................................................................................  18

ARTICLE II AMOUNT AND TERMS OF THE ADVANCES......................................................................  19
         2.01     The Advances...................................................................................  19
         2.02     Making the Advances............................................................................  19
         2.03     Termination or Reduction of the Commitments....................................................  20
         2.04     Repayment......................................................................................  20
         2.05     Interest.......................................................................................  20
         2.06     Interest Rate Determination....................................................................  21
         2.07     Optional Conversion of Advances................................................................  22
         2.08     Optional and Mandatory Prepayments.............................................................  22
         2.09     Increased Costs................................................................................  23
         2.10     Illegality.....................................................................................  24
         2.11     Payments and Computations......................................................................  25
         2.12     Taxes..........................................................................................  26
         2.13     Sharing of Payments, Etc.......................................................................  28
         2.14     Use of Proceeds................................................................................  28
         2.15     Fees...........................................................................................  29

ARTICLE III CONDITIONS TO MAKING ADVANCES........................................................................  29
         3.01     Conditions Precedent to the Making of the Advances.............................................  29

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................  34
         4.01     Representations and Warranties of the Borrower.................................................  34

ARTICLE V COVENANTS OF THE BORROWER..............................................................................  39
         5.01     Affirmative Covenants..........................................................................  39
         5.02     Negative Covenants.............................................................................  43

ARTICLE VI EVENTS OF DEFAULT.....................................................................................  48
         6.01     Events of Default..............................................................................  48

ARTICLE VII THE AGENT............................................................................................  51
         7.01     Authorization and Action.......................................................................  51
         7.02     Agents' Reliance, Etc..........................................................................  51
         7.03     WestLB and Affiliates..........................................................................  52
         7.04     Lender Credit Decision.........................................................................  52
         7.05     Indemnification................................................................................  52
         7.06     Successor Agents...............................................................................  53


                                       i


                                                                                                               
ARTICLE VIII MISCELLANEOUS.......................................................................................  53
         8.01     Amendments, Etc................................................................................  53
         8.02     Notices, Etc...................................................................................  54
         8.03     No Waiver; Remedies............................................................................  54
         8.04     Costs and Expenses.............................................................................  55
         8.05     Right of Set-off...............................................................................  56
         8.06     Binding Effect.................................................................................  56
         8.07     Assignments and Participations.................................................................  57
         8.08     Confidentiality................................................................................  59
         8.09     Governing Law..................................................................................  59
         8.10     Execution in Counterparts......................................................................  59
         8.11     Jurisdiction, Etc..............................................................................  59
         8.12     Waiver of Jury Trial...........................................................................  61
         8.13     Non-Recourse...................................................................................  61
         8.14     Capacity of Trustees...........................................................................  61



EXHIBIT A PROMISSORY NOTE

EXHIBIT B NOTICE OF ADVANCE

EXHIBIT C ASSIGNMENT AND ACCEPTANCE

SCHEDULE 1

EXHIBIT D FORM OF SUBORDINATED LOAN AGREEMENT

EXHIBIT E FORM OF SUBORDINATED AGREEMENT

EXHIBIT F FORM OF PLEDGE AGREEMENT

EXHIBIT G FORM OF SECURITY AGREEMENT

SCHEDULE I APPLICABLE LENDING OFFICES

SCHEDULE 1.01(a) FBO CONTRACTS

SCHEDULE 1.01(b) Management Contracts to be provided

SCHEDULE 1.01(c) Material Contracts

SCHEDULE 1.01(d) Material Contracts Allocated Values

SCHEDULE 3.01(e)(iv)

SCHEDULE 4.01(c) Authorizations and Consents

SCHEDULE 4.01(h)(i) Collateral

SCHEDULE 4.01(h)(ii) Aviation Assets Not Included in Collateral

SCHEDULE 4.01(n) Environmental Compliance

SCHEDULE 4.01(o) Outstanding Debt or material obligations

SCHEDULE 4.01(q) Location of Borrower

SCHEDULE 4.01(r) Aviation Assets



SCHEDULE 4.01(t) Government Assets

SCHEDULE 5.01(r) Consents by the Airport Authorities

SCHEDULE 5.02(c) Liens Existing on Initial Closing



                                CREDIT AGREEMENT

                            Dated as of July 29, 2002

         MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
(the "INITIAL LENDERS") listed on the signature pages hereof, WESTDEUTSCHE
LANDESBANK GIROZENTRALE ("WESTLB" ), as Administrative Agent (the
"ADMINISTRATIVE AGENT"), and CITIBANK, N.A. ("CITIBANK"), not in its individual
capacity, but solely as Collateral Agent (the "COLLATERAL AGENT") for the
Secured Parties (as hereinafter defined), agree as follows:

         PRELIMINARY STATEMENTS

         (1)      Borrower was organized by the Equity Investors (as hereinafter
defined) to purchase the aviation assets (the "AVIATION ASSETS") of American
Port Services Inc. ("AMPORTS") through one or more of Borrower's Subsidiaries
(the "PURCHASER SUBSIDIARIES").

         (2)      Borrower has requested that the Lenders lend to it
US$36,000,000 (the "SENIOR DEBT") to purchase the Aviation Assets through the
Purchaser Subsidiaries and Borrower shall contribute the proceeds of the Advance
(as hereinafter defined) to the Purchaser Subsidiaries to enable the Purchaser
Subsidiaries to acquire the Aviation Assets.

         (3)      Such contribution of the proceeds of the Advances to the
Purchaser Subsidiaries shall represent (i) a capital contribution, (ii) a loan,
or (iii) a combination of (i) and (ii) to the Purchaser Subsidiaries.

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     Certain 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 plural forms of the terms defined):

         "ABPH" has the meaning specified in the Purchase Agreement.

         "ADMINISTRATIVE AGENT" has the meaning specified in the introductory
paragraph hereto.

         "ADMINISTRATIVE AGENT FEE AGREEMENT" means the letter agreement dated
as of the date hereof between the Borrower and the Administrative Agent relating
to certain fees payable in connection with the transactions contemplated by the
Loan Documents.

         "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent at JP Morgan Chase,
New York with its office at One Chase Manhattan Plaza, New York, New York 10081,
ABA No. 021-000-021, Account of: Westdeutsche Landesbank Girozentrale, New York
Branch, Account No. 9201-06-0663, Attention: Arcadio Diaz.

                                       1


         "ADVANCES" means an advance by a Lender to the Borrower pursuant to
Article II and refers to a Base Rate Advance or a Eurodollar Rate Advance (each
of which shall be a "Type" of Advance).

         "AFFILIATE" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 10% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

         "AGENTS" means the Administrative Agent and the Collateral Agent.

         "AIRPORTS" shall have the meaning set forth in the Purchase Agreement.

         "AIRPORT CONSENTS" shall have the meaning set forth in the Purchase
Agreement.

         "ALLOCABLE PERCENTAGES" shall have the meaning set forth in the
Purchase Agreement.

         "AMPORTS" shall have the meaning set forth in Paragraph (1) of the
Preliminary Statements.

         "AMPORTS AVIATION GROUP" shall have the meaning set forth in the
Purchase Agreement.

         "APPLICABLE LENDING OFFICE" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

         "APPLICABLE MARGIN" means, (i) for the period from the date of this
Agreement until the first (1st) anniversary of the date of the Advances (the
"Margin Adjustment Date"), an amount equal to 1.875%; for the period from the
day immediately following the Margin Adjustment Date through the third (3rd)
anniversary of the date hereof, an amount equal to 1.875% less the Margin
Adjustment Amount and (ii) for the period from the day immediately following the
third (3rd) anniversary hereof through and including the date on which all
amounts owing hereunder are paid in full, an amount equal to 2.25% less the
Margin Adjustment Amount.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee and accepted by the Administrative
Agent, in substantially the form of Exhibit C hereto.

         "AVIATION ASSETS" shall have the meaning set forth in Paragraph (1) of
the Preliminary Statements.

         "BASE RATE" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher of:

                                       2


                  (a)      the rate of interest announced publicly by WestLB in
         New York, New York, from time to time, as WestLB's prime rate; and

                  (b)      1/2 of one percent per annum above the Federal Funds
         Rate.

         "BASE RATE ADVANCE" means an Advance to the extent that it bears
interest as provided in Section 2.05(a)(i).

         "BENEFIT PLAN" means any employee benefit plan (as defined in Section
3(3) of ERISA) or other employee benefit plan, arrangement or program (whether
or not subject to ERISA) which is maintained, sponsored, contributed to (or
required to be contributed to) by the Borrower or any ERISA Affiliate, other
than any such plan, arrangement or program that is not subject to the laws of
the United States.

         "BORROWER" has the meaning specified in the introductory paragraph
hereof.

         "BUSINESS DAY" means a day of the year on which banks are not required
or authorized by law to close in New York City and, if the applicable Business
Day relates to a Eurodollar Rate Advance, on which dealings are carried on in
the London interbank market.

         "CAPITAL EXPENDITURES" means all expenditures made, directly or
indirectly, by any Person for equipment, fixed assets, real property or
improvements or for replacements or substitutions therefor or additions thereto
that have been, or should be, in accordance with GAAP, reflected as additions to
property, plant or equipment on a balance sheet of such Person.

         "CASH EQUIVALENTS" means any of the following, to the extent owned by
the Borrower or any of its Subsidiaries free and clear of all Liens other than
Liens created under the Collateral Documents and having a maturity of not
greater than 360 days from the date of acquisition thereof: (a) readily
marketable direct obligations of the Government of the United States or any
agency or instrumentality thereof or obligations unconditionally guaranteed by
the full faith and credit of the Government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c), is organized under
the laws of the United States or any State thereof and has combined capital and
surplus of at least $1 billion or (c) commercial paper in an aggregate amount of
no more than US$5,000,000 per issuer outstanding at any time, issued by any
corporation organized under the laws of any State of the United States and rated
at least "Prime-l" (or the then equivalent grade) by Moody's Investors Service,
Inc. or "A-1" (or the then equivalent grade) by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., or (d) money market
funds which invest exclusively in direct obligations of the Government of the
United States.

         "CITIBANK" has the meaning specified in the introductory paragraph
hereof.

         "COLLATERAL" means collectively, the Pledged Collateral, the Security
Agreement Collateral and any other collateral covered by or described under any
of the Collateral Documents.

                                       3


         "COLLATERAL AGENT" has the meaning specified in the introductory
paragraph hereto.

         "COLLATERAL AGENT FEE AGREEMENT" means the letter agreement dated as of
the date hereof between the Borrower and the Collateral Agent relating to
certain fees payable in connection with the transactions contemplated by the
Loan Documents.

         "COLLATERAL DOCUMENTS" means the Security Agreement, the Pledge
Agreement and any other agreement, document, instrument and writing executed
from time to time which creates or purports to create a Lien in favor of the
Collateral Agent for the benefit of the Secured Parties.

         "COMMITMENT" has the meaning specified in Section 2.01.

         "CONFIDENTIAL INFORMATION" means the Loan Documents and information
that the Borrower or any of its Affiliates furnishes to the Administrative Agent
or any Lender which the Borrower designates in writing as confidential, but does
not include any such information that is or becomes generally available to the
public or that is or becomes available to the Administrative Agent or such
Lender from a source other than the Borrower or any of its Affiliates provided
same is not subject to a confidentiality agreement.

         "CONSOLIDATED" refers to the consolidation of accounts in accordance
with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, all interest
expense (whether paid or accrued) paid or payable on the Advances for such
period, determined on a Consolidated basis and in accordance with GAAP for such
period, including, without limitation, (A) interest expense paid or payable
during such period resulting from Advances and (B) all fees paid pursuant to
Section 2.15 and (C) the net payment, if any, payable in connection with Hedge
Agreements less the net credit, if any, received in connection with Hedge
Agreements.

         "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the net income (or net loss) of such Person and its Subsidiaries for
such period, determined on a Consolidated basis and in accordance with GAAP for
such period.

         "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion of
Advances of one Type into Advances of the other Type pursuant to Section 2.06 or
2.07.

         "CORE ASSETS" shall have the meaning specified in the Purchase
Agreement.

         "DEBT" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables or
other similar indebtedness incurred in the ordinary course of such Person's
business not overdue by more than 90 days or being contested in good faith), (c)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all obligations of such Person 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), (e) all obligations of such Person as

                                       4


lessee under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all obligations, contingent or otherwise, of
such Person in respect of acceptances, letters of credit or similar extensions
of credit, (g) all obligations of such Person in respect of Hedge Agreements,
(h) all Debt of others referred to in clauses (a) through (g) above or clause
(i) below guaranteed by such Person, or in effect guaranteed by such Person
through an agreement (1) to pay or purchase such Debt or to advance or supply
funds for the payment or purchase of such Debt or (2) to make a loan to or
invest equity in the debtor to permit the debtor to pay such Debt and (i) all
Debt referred to in clauses (a) through (h) above secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Debt.

         "DEFAULT" means any Event of Default or any event that would constitute
an Event of Default but for the requirement that notice be given or time elapse
or both.

         "DIRECTION LETTER" has the meaning specified in the Escrow Agreement.

         "DOLLARS" and "$" means lawful currency of the United States of
America.

         "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office
of such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower.

         "EBITDA" means, for any period, (a) the Consolidated Net Income of
Borrower and its Subsidiaries for such period plus (b) the sum of each of the
following expenses that have been deducted from the determination of the
Consolidated Net Income of Borrower and its Subsidiaries for such period: (i)
Consolidated Interest Expense for such period, (ii) all income tax expense
(whether federal, state, local, foreign or otherwise) of Borrower and its
Subsidiaries for such period, (iii) all depreciation expense of Borrower and its
Subsidiaries for such period, (iv) all amortization expense of Borrower and its
Subsidiaries for such period, and (v) all extraordinary losses deducted in the
determination of the Consolidated Net Income of Borrower and its Subsidiaries
for such period less all extraordinary gains added in the determination of the
Consolidated Net Income of Borrower and its Subsidiaries for such period, in
each case determined on a Consolidated basis and in accordance with GAAP for
such period.

         "EFFECTIVE DATE" means the date this Agreement is duly executed and
delivered by the parties hereto.

         "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a Lender;
(iii) a commercial bank organized under the laws of the United States, or any
State thereof, and having a combined capital and surplus of at least
US$250,000,000; (iv) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having a combined
capital and surplus of at least US$250,000,000; (v) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Cooperation and Development or has concluded special lending
arrangements with the

                                       5


International Monetary Fund, and having a combined capital and surplus of at
least US$250,000,000, so long as such bank is acting through a branch or agency
located in the United States; (vi) the central bank of any country that is a
member of the Organization for Economic Cooperation and Development; and (vii)
any other Person approved by the Administrative Agent and, unless an Event of
Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 8.07, the Borrower, such approval not to be unreasonably
withheld or delayed; provided, however, that neither the Borrower nor an
Affiliate of the Borrower shall qualify as an Eligible Assignee.

         "ENVIRONMENTAL ACTION" means any action, suit, claim, consent order,
consent agreement, notice or demand, in each case, in writing, relating to any
Environmental Law, Environmental Permit or Hazardous Materials.

         "ENVIRONMENTAL LAW" means any applicable federal, state, local or
foreign statute, law, ordinance, rule, regulation, code, order, judgment,
decree, policy or interpretation having the force of law relating to pollution
or protection of the environment.

         "EQUITY INTERESTS" means, with respect to any Person, shares of capital
stock (or other ownership or profit interest in) such Person, warrants, options
or other rights for the purchase or other acquisition from such Person of shares
of capital stock of (or other ownership or profit interests in) such Person,
securities convertible into or exchangeable for shares of capital stock of (or
ownership or profit interests in) such Person or warrants, rights or options for
the purchase or other acquisition from such Person of such shares (or such other
interests), and other ownership or profit interests in such Person, including,
without limitation, partnership, member or trust interests therein, whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

         "EQUITY INVESTORS" means Macquarie Specialised Asset Management Limited
for and on behalf of Macquarie Global Infrastructure Fund A and Macquarie
Specialised Asset Management 2 Limited for and on behalf of Macquarie Global
Infrastructure Fund B and/or such other funds as Macquarie Global Infrastructure
Fund A and/or Macquarie Global Infrastructure Fund B may choose to invest in the
Equity Interests of Borrower.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "ERISA AFFILIATE" means any Person that for purposes of Title IV of
ERISA is a member of the Borrower's controlled group, or under common control
with the Borrower, within the meaning of Section 414 of the Internal Revenue
Code.

         "ERISA EVENT" means (a)(i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC, or
(ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without
regard to subsection (2) of such Section) are met with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of

                                       6


ERISA is reasonably expected to occur with respect to such Plan within the
following 30 days; (b) the failure to meet the minimum funding standards of
ERISA or the Code with respect to a Single Employer Plan or application for a
minimum funding waiver with respect to a Plan; (c) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (d) the cessation of
operations at a facility of the Borrower or any ERISA Affiliate in the
circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the
Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year
for which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of
ERISA shall have been met with respect to any Plan; (g) the adoption of an
amendment to a Plan requiring the provision of security to such Plan pursuant to
Section 307 of ERISA; (h) the institution by the PBGC of proceedings to
terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any
event or condition described in Section 4042 of ERISA that constitutes grounds
for the termination of, or the appointment of a trustee to administer, a Plan;
or (i) a complete or partial withdrawal by the Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization.

         "ESCROW AGENT" has the meaning specified in the Escrow Agreement.

         "ESCROW AGREEMENT" means that certain Escrow Agreement dated July 29,
2002 among Macquarie Aviation North America Inc., Macquarie Aviation North
America 2 Inc., AMPORTS and Wilmington Trust Company.

         "ESCROW PROCEEDS" means any amounts payable to the Purchaser
Subsidiaries pursuant to the Escrow Agreement.

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "EURODOLLAR LENDING OFFICE" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Administrative Agent.

         "EURODOLLAR RATE" means, for any Interest Period for the Advances, to
the extent they are Eurodollar Rate Advances, an interest rate per annum equal
to the rate per annum obtained by dividing (a) the rate that is set forth on
Telerate Page Number 3750 (or any other page that may replace such page from
time to time) as of 11:00 A.M. (London time) on the second Business Day prior to
the first day of such Interest Period for US Dollar deposits having a tenor
equal to the applicable Interest Period or, if none of such page 3750 nor any
successor or similar service is available, the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the interest rate per annum at which deposits in US dollars are
offered by each of the Reference Banks in London, England to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days before the
first day of such Interest Period in an amount substantially equal to such
Reference Bank's

                                       7


Eurodollar Rate Advance and for a period equal to such Interest Period by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.

         "EURODOLLAR RATE ADVANCE" means an Advance to the extent that it bears
interest as provided in Section 2.05(a)(ii).

         "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for an
Advance, to the extent it is a Eurodollar Rate Advance, means the reserve
percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate of
the Eurodollar Rate Advance is determined) having a term equal to such Interest
Period; provided such percentage shall apply only to the extent such reserve
requirement applies to the Lender, otherwise such percentage shall equal zero.

         "EVENT OF DEFAULT" has the meaning specified in Section 6.01.

         "EXCESS CASH FLOW" means Operating Cash Flow minus (a) Senior Debt
Service, (b) fees and expenses due pursuant to Section 2.15 and due pursuant to
any Hedge Agreements, (c) interest, principal payments, fees and expenses with
respect to any working capital facility permitted under this Agreement, (d)
required funding of the Senior Debt Service Reserve Account and (e) Capital
Expenditures made during the applicable period.

         "EXTRAORDINARY RECEIPT" means any cash received by or paid to or for
the account of any Person not in the ordinary course of business or on a
non-recurring basis, including, without limitation, tax refunds and pension plan
reversions; provided, however, that an Extraordinary Receipt shall not include
cash receipts received by any Person in respect of any third party claim against
such Person and applied to pay (or to reimburse such Person for its prior
payment of) such claim and the costs and expenses of such Person with respect
thereto; provided further that an Extraordinary Receipt shall not include
proceeds of any advance loss of profits insurance, delayed start-up or business
interruption insurance.

         "FBO LEASES" shall mean the contracts with the relevant airport
authorities and other related agreements, including all real property leases
with the relevant airport authorities associated therewith, as set forth on
Schedule 1.01(a).

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to 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 for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                                       8


         "FEE AGREEMENTS" means the Administrative Agent Fee Agreement and the
Collateral Agent Fee Agreement.

         "FINANCIAL MODEL" means the financial model delivered pursuant to
Section 3.01(c).

         "FINANCIAL STATEMENTS" has the meaning set forth in Section 5.01(q).

         "GAAP" has the meaning specified in Section 1.03.

         "GENERAL ACCOUNT" has the meaning specified in the Security Agreement.

         "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
federal, state, city, town, municipality, county, local or other political
subdivision thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and includes, without limitation, the Securities Exchange Commission, the
National Association of Securities Dealers and other similar securities or
commodities exchanges.

         "GRANTOR" shall mean each of Borrower and Macquarie Aviation North
America 2, Inc., a Delaware corporation, ILG Avcenter, Inc., a Delaware
corporation and Amports Avcenter, Inc., a Delaware corporation.

         "HAZARDOUS MATERIALS" means (a) petroleum and petroleum products,
radioactive materials, asbestos-containing materials and polychlorinated
biphenyls and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant
under any Environmental Law.

         "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

         "HISTORIC SEMI-ANNUAL SDSCR" means, on any SDSCR Determination Date,
the ratio of (a) Operating Cash Flow calculated for the six months immediately
preceding the SDSCR Determination Date, to (b) the amount equal to (i) the
interest on the Advances required to be paid pursuant to Section 2.05, during
the six-month period immediately preceding such SDSCR Determination Date plus or
minus, as applicable, (ii) the amounts payable by or to Borrower, as applicable,
under the Hedge Agreements required pursuant to Sections 3.01(q) and Sections
5.01(p).

         "INDEMNIFIED PARTY" has the meaning specified in Section 8.04(b).

         "INITIAL CLOSING DATE" has the meaning specified therefore in the
Purchase Agreement.

         "INITIAL CONSIDERATION" has the meaning specified therefore in the
Purchase Agreement.

                                       9


         "INITIAL FUNDING" has the meaning specified in Section 3.01(j).

         "INITIAL LENDERS" has the meaning specified in the introductory
paragraph.

         "INITIAL SDSCR DETERMINATION DATE" means either (i) the date six months
after the last day of the Month preceding the Month of the Advances, if the date
of the Advances occurs on or prior to the 15th day of the Month of the Advances;
or (ii) the date six months after the last day of the Month of the Advances, if
the date of the Advances occurs after the 15th day of the Month of the Advances.

         "INSURANCE PROCEEDS" has the meaning specified in the Security
Agreement.

         "INSURANCES MEMORANDUM" means the insurances memorandum to be entered
into as of the date of the making of the Advances between the Borrower and the
Administrative Agent and initialed for identification purposes by the
Administrative Agent in relation to the insurances to be effected by the
Borrower from time to time in relation to such risks, matters and other events
or things and in such amounts and with such deductibles as the Administrative
Agent may initially require as the terms therein set out and otherwise in form
and substance reasonably satisfactory to the Administrative Agent acting in good
faith.

         "INTERCOMPANY LOAN" or "INTERCOMPANY LOANS" has the meaning set forth
in Section 5.02(c)(ix).

         "INTEREST PAYMENT DATE" has the meaning specified in the Security
Agreement.

         "INTEREST PERIOD" means, for an Advance if and when it is a Eurodollar
Rate Advance, the period commencing on the date of the Eurodollar Rate Advance
or the date of the Conversion of the Advance from a Base Rate Advance into a
Eurodollar Rate Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, each subsequent
period commencing on the first day of the period selected by the Borrower
pursuant to the provisions below and ending on the last day of such period. The
duration of each such Interest Period shall be one, two, three or six months as
the Borrower may, upon notice received by the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the
first day of such Interest Period, select; provided, however, that:

                  (i)      the Borrower may not select any Interest Period that
         ends after the Maturity Date;

                  (ii)     whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next succeeding
         Business Day, provided, however, that, if such extension would cause
         the last day of such Interest Period to occur in the next following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day; and

                  (iii)    whenever the first day of any Interest Period occurs
         on a day of an initial calendar month for which there is no numerically
         corresponding day in the calendar

                                       10


         month that succeeds such initial calendar month by the number of months
         equal to the number of months in such Interest Period, such Interest
         Period shall end on the last Business Day of such succeeding calendar
         month.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "INVESTMENT" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock or other ownership or
profit interest, warrants, rights, options, obligations or other securities of
such Person, any capital contribution to such Person or any other investment in
such Person, including, without limitation, any arrangement pursuant to which
the investor incurs Debt of the types referred to in clause (h) or (i) of the
definition of "Debt" in respect of such Person.

         "LENDERS" means the Initial Lenders and each Person that shall become a
party hereto as a "Lender" pursuant to Section 8.07.

         "LENDER'S PERCENTAGE" means, at any time, the fraction of which the
numerator is the amount of the Advances then outstanding and the denominator is
the sum of the Advances then outstanding and the Initial Funding less any
repayment of Subordinated Debt or return of equity made, or to be made, in
connection with any return of Escrow Proceeds; provided, however, for purposes
of this definition, the Initial Funding shall not be deemed to include any
additional contributions to equity after the date of the Advances.

         "LIEN" means any lien, security interest or other charge or encumbrance
of any kind, including, without limitation, the lien or retained security title
of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.

         "LOAN DOCUMENTS" means (i) this Agreement, (ii) any Note, (iii) the
Collateral Documents, (iv) the Subordination Agreement, (v) each Notice and
Acknowledgement, (vi) the Hedge Agreements pursuant to Sections 3.01(q) and
5.01(p) of this Agreement, and (vii) the Fee Agreements.

         "LOAN PARTIES" means, collectively, the Borrower, the Equity Investors
and each Grantor.

         "MACQUARIE GLOBAL INFRASTRUCTURE FUND A" means, the Series A specialty
investment fund managed by Macquarie Specialised Assets Management Limited, as
Trustee.

         "MACQUARIE GLOBAL INFRASTRUCTURE FUND B" means the Series B specialty
investment fund managed by Macquarie Specialised Asset management 2 Limited, as
Trustee.

         "MAJORITY CONTROL" means the possession, directly or indirectly, by a
Person of the power to direct or cause the direction of the management and
policies of another Person through the ownership of voting securities in
ordinary and extraordinary matters, including restructuring of indebtedness and
amendment or replacement of organizational documents; provided, however, that a
Person shall not be deemed to possess Majority Control if by contract

                                       11


or by order, decree or regulation of a Governmental Authority, such Person has
effectively ceded or been divested of the power to direct such management and
policies.

         "MANAGEMENT CONTRACTS" shall mean the contracts with the relevant
airport authorities, as set forth on Schedule 1.01(b).

         "MARGIN ADJUSTMENT AMOUNT" means the sum, if any, of the Applicable
Margin reduction for each Airport listed below for which the Borrower has
obtained the consent of the applicable airport authority for the creation of the
security interest by the applicable Subsidiary of the Borrower of the Material
Contracts for such Airport to the Collateral Agent for the benefit of the
Secured Parties pursuant to the terms of Section 5.01(r) hereof as of the Margin
Adjustment Date.



       Airport                  Applicable Margin reduction
       -------                  ---------------------------
                             
Louisville                            6 basis points
Pittsburgh                            5 basis points
Teterboro                             2 basis points
Gulfport                              2 basis points
Atlantic City                         2 basis points
Tweed-New Haven                       2 basis points
Burlington                            2 basis points
Republic                              2 basis points
Wilmington (New Castle)               2 basis points


         "MATERIAL ADVERSE CHANGE" means any occurrence or event that is
reasonably likely to have a Material Adverse Effect.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, assets, condition (financial or otherwise), operations or property of
the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies
of the Administrative Agent or any Lender under the Loan Documents or (c) the
ability of the Borrower to perform its obligations under this Agreement or the
other Loan Documents or the Purchase Agreement.

         "MATERIAL CONTRACT LIEN" shall mean any Lien (including any Permitted
Lien other than Liens (i) securing any Advance, (ii) imposed by governmental
authorities for taxes, assessments or charges not at the time overdue and/or
(iii) construction, repairs, mechanics, materialmen's, storage or similar Liens
arising in the ordinary course of business or incidental to the construction,
operation or improvement of any property for sums which are not overdue) created
on, over or with respect to any interest of the Borrower and/or its Subsidiaries
in, to or with respect to any FBO Lease and/or Management Contract in an amount
greater than 10% of the value allocated to the Airport, as set forth on Schedule
1.01(d) hereto, to which such FBO Lease and/or Management Contract relates. Such
allocated value being the "Material Contract Value".

         "MATERIAL CONTRACT RIGHTS" shall mean, with respect to any Material
Contract, each and all rights, title, interest in, under, to or arising out or
in connection with such Material

                                       12


Contract, including without limitation, (i) rights to receive moneys due and to
become due under or pursuant to such Material Contract, (ii) rights to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect to such
Material Contract, (iii) claims for damages arising out of or for breach of or
default under such Material Contract, and (iv) the right to terminate such
Material Contract, to perform thereunder and to compel performance and otherwise
exercise all remedies thereunder.

         "MATERIAL CONTRACTS" shall mean the Management Contracts, the FBO
Leases, the Purchase Agreement, the Escrow Agreement, the Non-Competition
Agreement, and the Airports Consents, all as set forth on Schedule 1.01(c).

         "MATURITY DATE" means the fifth (5th) anniversary of the date of the
Advances.

         "MONTH OF THE ADVANCES" means the calendar month in which the date of
the Advances occurs.

         "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
400 1(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or
accruing an obligation to make contributions or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

         "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 400l(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the Borrower
and the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such plan has been or were to be terminated.

         "NON-COMPETE PAYMENT" means the seven million five hundred thousand
U.S. Dollars (US$7,500,000) payable to ABPH by the Purchaser pursuant to the
Non-Competition Agreement.

         "NON-COMPETITION AGREEMENT" has the meaning specified in the Purchase
Agreement.

         "NON-COMPETITION PAYMENT" has the meaning specified therefore in the
Purchase Agreement.

         "NOTE" means any promissory note of the Borrower payable to the order
of any Lender, in substantially the form of Exhibit A hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from the Advance made by
such Lender.

         "NOTICE AND ACKNOWLEDGMENT" has the meaning specified in the Security
Agreement.

         "NOTICE OF ADVANCES" has the meaning specified in Section 2.02.

                                       13


         "OPERATING CASH FLOW" means for any period (i) EBITDA less (ii) Taxes
Paid plus (iii) interest earned on the Senior Debt Service Reserve Amount and on
amounts in the other Pledged Accounts.

         "OUTSIDE DATE" has the meaning specified in the Purchase Agreement.

         "OTHER TAXES" has the meaning specified in Section 2.12.

         "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

         "PERMITTED LIENS" means:

                  (a)      Liens securing any Advance;

                  (b)      Liens arising in the ordinary course of business
         which do not secure Debt and which in the aggregate do not exceed
         US$1,000,000 on a consolidated basis of the Borrower and its
         Subsidiaries;

                  (c)      Liens imposed by governmental authorities for taxes,
         assessments or charges or Liens imposed by utility rates or charges, in
         each case, not at the time overdue;

                  (d)      Liens imposed by governmental authorities for overdue
         taxes, assessments or charges or Liens imposed by utility rates or
         charges overdue and the validity or amount of which is being contested
         in good faith by appropriate proceedings, but only for so long as such
         contestation effectively postpones enforcement of any such Liens;

                  (e)      Liens incurred or deposits made in the ordinary
         course of the operation of the Borrower and its Subsidiaries in
         connection with workers' compensation, unemployment insurance, social
         security, pension and similar legislation;

                  (f)      Liens given to a public utility or any governmental
         authority when required in the ordinary course of operations of the
         Borrower and its Subsidiaries;

                  (g)      Construction, repair, mechanics, materialmen's,
         storage or similar Liens arising in the ordinary course of business or
         incidental to the construction, operation or improvement of any
         property for sums which are not overdue or the validity or amount of
         which is being contested in good faith by appropriate proceedings, but
         only for so long as such contestation effectively postpones enforcement
         of any such Liens and only in respect of which adequate reserves are
         being maintained to ensure the payment of such Liens, or such Liens
         could not reasonably be expected to have a Material Adverse Effect;

                  (h)      Easements and any registered restrictions or
         covenants that run with the property of the Borrower and its
         Subsidiaries; provided that such

                                       14


         easements, restrictions and covenants, in the aggregate, could not
         reasonably be expected to have a Material Adverse Effect;

                  (i)      Easements, rights of way for, or reservations or
         rights of others relating to, sewers, water lines, gas lines,
         pipelines, electric lines, cable television, telegraph and telephone
         lines, telecommunications services and other similar products or
         services provided that such easements, rights of way and reservations,
         in the aggregate, could not reasonably be expected to have a Material
         Adverse Effect; and

                  (j)      Zoning by-laws, ordinances or restrictions as to the
         use of real property, and agreements with other Persons registered
         against title to real property owned or leased by the Borrower and its
         Subsidiaries; provided that none of such by laws, ordinances or
         restrictions could reasonably be expected to have a Material Adverse
         Effect.

         "PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any
political subdivision or agency thereof.

         "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

         "PLEDGE AGREEMENT" means the pledge agreement dated the date of the
Advances by Equity Investors in favor of the Collateral Agent for the benefit of
the Secured Parties substantially in the-form of Exhibit F.

         "PLEDGED ACCOUNTS" has the meaning specified in the Security Agreement.

         "PROJECTED SDSCR" means, on any date of determination, the ratio of (a)
Operating Cash Flow during the fiscal quarter in which such determination is
made and the three fiscal quarters immediately succeeding such fiscal quarter to
(b) the sum of interest on the Advances required to be paid pursuant to Section
2.05 during the fiscal quarter in which such determination is made and the three
fiscal quarters immediately succeeding such fiscal quarter (assuming the
interest rates on the date of determination remain in effect for such period).

         "PURCHASE AGREEMENT" means the Sale and Purchase Agreement by and among
AMPORTS as Seller, Macquarie Aviation North America Inc. and Macquarie Aviation
North America 2 Inc., as Purchasers and Macquarie Specialised Asset Management
Limited, as Trustee, for and on behalf of Macquarie Global Infrastructure Fund A
and Macquarie Specialised Asset Management 2 Limited, as Trustee, for and on
behalf of Macquarie Global Infrastructure Fund B, as guarantors, relating to the
purchase of the Aviation Assets.

         "PURCHASE PRICE" has the meaning specified in the Purchase Agreement
plus (i) the Non-Competition Payment and (ii) Transitional Services Agreement
Payment.

         "PURCHASER SUBSIDIARIES" shall have the meaning set forth in Paragraph
(1) of the Preliminary Statements.

                                       15


         "REFERENCE BANKS" means JP Morgan Chase Bank, Citibank and WestLB.

         "REGISTER" has the meaning specified in Section 8.07(c).

         "REPLACEMENT SENIOR DEBT" has the meaning specified in Section
5.02(c)(iii).

         "REPLACEMENT SUBORDINATED DEBT" has the meaning specified in Section
5.02(c)(iv).

         "REQUIRED AMOUNT" has the meaning specified in the Security Agreement.

         "REQUIRED HEDGE AMOUNT" means an amount equal to not less than 50% of
the product of (a) the sum of (i) the Initial Consideration, (ii) the
Non-Competition Payment, (iii) the Transitional Services Agreement Payment and
(iv) for the period following the earlier of the (x) Outside Date, (y) the date
on which Escrow Proceeds are released and (z) the Subsequent Closing Date
following the receipt of all Airport Consents, all Subsequent Consideration
effectively paid by the Purchaser Subsidiaries as of the relevant determination
date and (b) the Lender's Percentage.

         "REQUIRED LENDERS" means at any time Lenders owed at least a majority
in interest of the then aggregate unpaid principal amount of the Advances owing
to Lenders, or, if no such principal amount is then outstanding, Lenders having
at least a majority in interest of the Commitments.

         "RESPONSIBLE OFFICER" means, for any Person, the president,
vice-president, treasurer or assistant treasurer of such Person.

         "REVISED TERMINATION DATE" has the meaning specified in the Purchase
Agreement.

         "SDSCR DETERMINATION DATE" means any of (i) the Initial SDSCR
Determination Date; and (ii) the last day of each subsequent three-month period
after the Initial SDSCR Determination Date.

         "SECURED OBLIGATIONS" has the meaning specified in the Security
Agreement.

         "SECURED PARTIES" means the Lenders and Agents.

         "SECURITY AGREEMENT" means the Security Agreement dated the date of the
Advances among Borrower, the Grantors, the Collateral Agent and Citibank, not in
its individual capacity but solely as Depositary Bank, substantially in the form
of Exhibit G.

         "SECURITY AGREEMENT COLLATERAL" means the collateral described in the
Security Agreement.

         "SENIOR DEBT" shall have the meaning set forth in Paragraph (2) of the
Preliminary Statements.

                                       16


         "SENIOR DEBT SERVICE" means all interest payments due pursuant to
Section 2.05.

         "SENIOR DEBT SERVICE ACCOUNT" has the meaning specified in the Security
Agreement.

         "SENIOR DEBT SERVICE RESERVE ACCOUNT" has the meaning specified in the
Security Agreement.

         "SENIOR DEBT SERVICE RESERVE AMOUNT" has the meaning specified in the
Security Agreement.

         "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and no Person other than the Borrower or any
ERISA Affiliate (other than a Multiemployer Plan) or (b) was so maintained and
in respect of which the Borrower or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such Plan has been or were to be
terminated.

         "SUBORDINATED LENDERS" means Macquarie Specialised Asset Management
Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund C
and Macquarie Specialised Asset Management 2 Limited, as Trustee, for and on
behalf of Macquarie Global Infrastructure Fund D.

         "SUBORDINATED LOANS" means loans from the Subordinated Lenders to
Borrower, which loans are made pursuant to the Subordinated Loan Agreement and
are subordinated to the obligations of the Borrower under the Loan Documents in
accordance with the terms of the Subordination Agreement.

         "SUBORDINATED LOAN AGREEMENT" means a loan agreement to be dated the
date of the Initial Funding between the Borrower and Subordinated Lenders, as
lenders, duly executed and delivered and substantially in the form of Exhibit D.

         "SUBORDINATION AGREEMENT" means (i) the Subordination Agreement, to be
dated as of the date of the Advances, among the Borrower and Subordinated Lender
or any successor or assignee thereof in favor of the Secured Parties, duly
executed and delivered and substantially in the form of Exhibit E and (ii) each
other subordination agreement among Borrower and any lender of Replacement
Subordinated Debt, in favor of the Secured Parties and then remaining in effect,
as provided in Section 5.02(c)(iv).

         "SUBSEQUENT CLOSING" has the meaning specified in the Purchase
Agreement.

         "SUBSEQUENT CLOSING DATE" has the meaning specified in the Purchase
Agreement.

         "SUBSIDIARY" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock 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

                                       17


or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such limited liability company, partnership or joint venture or (c) the
beneficial interest in such trust or estate 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.

         "TAXES" has the meaning specified in Section 2.12(a).

         "TAXES PAID" means for any period, the aggregate amount of taxes,
levies, imposts, deductions and withholdings paid by the Borrower or any of its
Subsidiaries in respect of such period, including income and franchise taxes.

         "TERMINATION DATE" means the earlier of (i) termination of the Purchase
Agreement, (ii) the later of (a) December 31, 2002 or (b) Revised Termination
Date and (iii) the date of termination in whole of the Commitments pursuant to
Section 2.03 or 6.01 herein.

         "TRANSITIONAL SERVICES AGREEMENT PAYMENT" has the meaning specified
therefore in the Purchase Agreement.

         "UNFUNDED PENSION LIABILITY" means the excess of a Plan's benefit
liabilities, under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Plan pursuant to Section 412 of the Internal Revenue Code for the applicable
plan year.

         "VOTING STOCK" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even if the right so
to vote has been suspended by the happening of such a contingency.

         "WESTLB" has the meaning specified in the introductory paragraph
hereof.

         1.02     Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

         1.03     Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with United States generally
accepted accounting principles as in effect from time to time ("GAAP").

         1.04     Interpretation. In this Agreement, except to the extent that
the context otherwise requires:

         (a)      Unless otherwise specified, references to Articles, Sections,
     clauses, Schedules and Exhibits are references to Articles, Sections and
     clauses of, and Schedules and Exhibits to, this Agreement;

         (b)      References to any document or agreement, including this
     Agreement, shall be deemed to include references to such document or
     agreement as amended,

                                       18


     supplemented or replaced and in effect from time to time in accordance with
     its terms and subject to compliance with the requirements set forth therein
     and herein; and

         (c)      References to any party to this Agreement or any other
     document or agreement shall include such party's successors and permitted
     assigns (and in the case of any governmental entity, any Person succeeding
     to its functions and capacities).

                                   ARTICLE II
                        AMOUNT AND TERMS OF THE ADVANCES

         2.01     The Advances. Each Lender agrees severally, on the terms and
conditions hereinafter set forth, to make a single Advance to the Borrower on
any Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount not to exceed the amount set forth opposite such
Lender's name on the signature pages hereof, as such amount may be reduced
pursuant to Section 2.03 or 6.01 (such Lender's "COMMITMENT"). The aggregate
amount of the Advances shall be US$36,000,000 and shall consist of Advances of
the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Amounts borrowed under this Section 2.01 and repaid or
prepaid may not be reborrowed.

         2.02     Making the Advances. (a) The Advances shall be made on notice,
given not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Advances in the case of Eurodollar Rate
Advances, or the first Business Day prior to the date of the proposed Advances
in the case of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Lender prompt notice thereof by telecopier. Such notice
of Advances (a "Notice of Advances") shall be by telephone, confirmed
immediately in writing, or telecopier, in substantially the form of Exhibit B
hereto, specifying therein the requested (i) date of the Advances, (ii) Type of
Advances, (iii) amount of such Advances, and (iv) if Eurodollar Rate Advances,
initial Interest Period therefor. Each Lender shall, before 11:00 A.M. (New York
City time) on the date of such Advance, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's Advance. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower at the Administrative Agent's address
referred to in Section 8.02.

         (b)      The Notice of Advances shall be irrevocable and binding on the
Borrower. If the Notice of Advances specifies the Advances will be Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in the Notice of Advances the applicable conditions
set forth in Article III, including, without limitation, any loss (excluding
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Advance to be made by such Lender when such Advance, as a result of
such failure, is not made on such date.

         (c)      Unless the Administrative Agent shall have received notice
from a Lender prior to the date of the Advances that such Lender will not make
available to the Administrative Agent such Lender's Advance, the Administrative
Agent may assume that such Lender has made

                                       19


such Advance available to the Administrative Agent on the date of such Advance
in accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such Advance available to the Administrative Agent, such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the Advances and (ii) in
the case of such Lender, the Federal Funds Rate. If such Lender shall repay to
the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Advance for purposes of this Agreement.

         (d)      The failure of any Lender to make the Advance to be made by it
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Advance on the date of such Advance, but no Lender shall be responsible for
the failure of any other Lender to make the Advance to be made by such other
Lender on the date of the Advances.

         2.03     Termination or Reduction of the Commitments. The Borrower
shall have the right, upon at least five Business Days' notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the
Commitments of the Lenders prior to the date of the Advances, provided that each
partial reduction shall be in the aggregate amount of US$1,000,000 or an
integral multiple of US$1,000,000 in excess thereof.

         2.04     Repayment. The Borrower shall repay to the Administrative
Agent for the ratable account of the Lenders on the Maturity Date the aggregate
principal amount of the Advances then outstanding.

         2.05     Interest.

         (a)      Scheduled Interest. The Borrower shall pay interest on the
unpaid principal amount of the Advance owing to each Lender from the date of
such Advance until such principal amount shall be paid in full, at the following
rates per annum:

         (i)      Base Rate Advances. During such periods as such Advance is a
     Base Rate Advance, a rate per annum equal at all times to (x) the Base Rate
     in effect from time to time plus (y) the Applicable Margin, payable in
     arrears quarterly on the last day of each December, March, June and
     September during such periods and on the date such Base Rate Advance shall
     be Converted or paid in full.

         (ii)     Eurodollar Rate Advances. During such periods as such Advance
     is a Eurodollar Rate Advance, a rate per annum equal at all times during
     each Interest Period for such Advance to the sum of (x) the Eurodollar Rate
     for such Interest Period for such Advance plus (y) the Applicable Margin,
     payable in arrears on the last day of such Interest Period and, if such
     Interest Period has a duration of more than three months, on each day that
     occurs during such Interest Period every three months from the first day of
     such Interest Period and on the date such Eurodollar Rate Advance shall be
     Converted or paid in full.

                                       20


         (b)      Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01 (except Section 6.01(c)),
the Borrower shall pay interest on (i) the unpaid principal amount of the
Advance owing to each Lender, payable in arrears on the dates referred to in
clause (a)(1) or (a)(ii) above, at a rate per annum equal at all times to 1.5%
per annum above the rate per annum required to be paid on the Advance pursuant
to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by
law, the amount of any interest or other amount payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 1.5% per annum above
the rate per annum required to be paid on the Advances pursuant to clause (a)(i)
or (a)(ii)above.

         2.06     Interest Rate Determination.

         (a)      If applicable if any one or more of the Reference Banks shall
not furnish such timely information to the Administrative Agent for the purpose
of determining any such interest rate, the Administrative Agent shall determine
such interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.05(a)(i) or (ii), and the rate,
if any, furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.05(a)(ii).

         (b)      If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Administrative Agent shall forthwith
so notify the Borrower and the Lenders, whereupon (i) the Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

         (c)      If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Interest Period shall be deemed to be three months and the Administrative Agent
will forthwith so notify the Borrower and the Lenders.

         (d)      On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances shall be reduced, by payment or prepayment or
otherwise, to less than US$5,000,000, such Advances shall automatically Convert
into Base Rate Advances.

         (e)      Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert the Advances into,
Eurodollar Rate Advances shall be suspended until such Event of Default is cured
or waived.

                                       21


         (i)      If applicable, if fewer than two Reference Banks furnish
     timely information to the Administrative Agent for determining the
     Eurodollar Rate for any Eurodollar Rate Advances,

         (ii)     the Administrative Agent shall forthwith notify the Borrower
     and the Lenders that the interest rate cannot be determined for such
     Eurodollar Rate Advances,

         (iii)    each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate Advance
     (or if such Advance is then a Base Rate Advance, will continue as a Base
     Rate Advance), and

         (iv)     the obligation of the Lenders to make, or to Convert Advances
     into, Eurodollar Rate Advances shall be suspended until the Administrative
     Agent shall notify the Borrower and the Lenders that the circumstances
     causing such suspension no longer exist.

         2.07     Optional Conversion of Advances. The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.06 and 2.10,
Convert all Advances from one Type into Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances and any Conversion of a Base Rate Advance into a Eurodollar Rate
Advance shall be in an aggregate amount not less than the minimum amount
specified in Section 2.06(d). Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, and (ii)
if such Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

         2.08     Optional and Mandatory Prepayments.

         (a)      The Borrower may, without penalty, upon at least five Business
Days' written notice to the Administrative Agent stating the proposed date and
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the Advances in whole or in part; provided, however, that each
partial prepayment shall be in an aggregate principal amount of US$5,000,000 or
an integral multiple of US$1,000,000 in excess thereof.

         (b)      If as of the SDSCR Determination Date, the Historic
Semi-Annual SDSCR is equal to or less than 1.625 to 1.0, the Borrower shall
prepay the Advances within seven (7) Business Days of the SDSCR Determination
Date by an amount equal to the Excess Cash Flow for the three month period
immediately preceding such SDSCR Determination Date.

         (c)      To the extent any Insurance Proceeds are allocated pursuant to
Section 3.07 of the Security Agreement to make any prepayments hereunder, on the
Interest Payment Date applicable to this Agreement immediately succeeding the
date on which such amounts become available, the Borrower shall prepay the
Advances by an amount equal to any amounts so allocated.

                                       22


         (d)      Upon execution by the Seller of the Direction Letter pursuant
to Section 3.4 of the Escrow Agreement the Borrower shall prepay the Advances
within the following 3 business days after such execution in an amount equal to
that portion of the Purchase Price allocable to the Airport or Airports whose
Aviation Assets are not purchased by the Purchaser Subsidiaries so that the
Lender's Percentage, after giving effect to such prepayment, shall equal the
Lender's Percentage effective as of the date of the Advances.

         (e)      In the event of the existence, creation or imposition of a
Material Contract Lien, the Borrower shall prepay the Advances by an amount
equal to the lesser of (i) the amount secured or intended to be secured by such
Material Contract Lien and (ii) the Material Contract Value of such Material
Contract, if any such Material Contract Lien shall not be removed or bonded
within thirty (30) days after receipt of written notice of the creation or
imposition of such Material Contract Lien. Notwithstanding the foregoing, the
provisions of this Section 2.08(e) shall not be applicable with respect to each
Airport for which a consent is received in accordance with Section 5.01(r).

         (f)      In the event that any representation and warranty required to
be made by Borrower on any Subsequent Closing pursuant to the terms of Section
5.01(s) shall not be true and correct before and after giving effect to such
Subsequent Closing, and in the case of any representation and warranty made
pursuant to Section 4.01(r) with respect to Aviation Assets having an aggregate
value not in excess of 10% of the Purchase Price allocable to the applicable
Airport such failure shall remain uncured for sixty (60) days following such
Subsequent Closing, the Borrower shall prepay the Advances by an amount equal to
that portion of the Purchase Price allocable to the Airport or Airports with
respect to which such representation and warranty is not true and correct so
that the Lender's Percentage, after giving effect to such prepayment, shall
equal the Lender's Percentage effective as of the date of the Advances.

         (g)      Each prepayment of Advances shall be (i) allocated among the
Lenders pro rata based on their respective portion of the Advances, (ii)
accompanied by the payment of accrued interest on the amount prepaid to the date
of prepayment and (iii) in the event of a prepayment of a Eurodollar Rate
Advance, accompanied by any amount payable pursuant to Section 8.04(c).

         2.09     Increased Costs.

         (a)      If, due to either (i) the introduction of or any change in or
in the interpretation of any law or regulation after the date hereof or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) after the date
hereof, there shall be any increase in the actual cost to any Lender of agreeing
to make or making, funding or maintaining Eurodollar Rate Advances (excluding
for purposes of this Section 2.09 any such increased costs resulting from (x)
Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in
the basis of taxation of overall net income or overall gross income (or
franchise tax in lieu of such taxes) by the United States or by the foreign
jurisdiction or by state or local Governmental Authority under the laws of which
such Lender is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for

                                       23


the account of such Lender additional amounts sufficient to compensate such
Lender for such actual increased cost.

         (b)      If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be
allocable to the existence of such Lender's commitment to lend hereunder.

         (c)      Each Lender shall notify the Borrower of any event occurring
after the date of this Agreement entitling such Lender to the compensation under
paragraph (a) or (b) of this Section 2.09 as promptly as practicable, but in any
event within 120 days, after such Lender obtains actual knowledge thereof,
provided that if any Lender fails to give such notice within 120 days after it
obtains actual knowledge of such an event, such Lender shall, with respect to
compensation payable pursuant to this Section 2.09 in respect of any costs
resulting from such event, only be entitled to payment under this Section 2.09
for costs incurred from and after the date 120 days prior to the date that such
Lender does give such notice. Each Lender will furnish to the Borrower (with a
copy to the Administrative Agent) a certificate setting forth the basis and
amount of each such request by such Lender for compensation under paragraph (a)
or (b) of this Section 2.09. Determinations and allocations by any Lender for
purposes of this Section 2.09 of the effect of any event pursuant to this
Section 2.09 shall be conclusive and binding for all purposes, absent error in
the calculation of such amount.

         2.10     Illegality.

         (a)      Notwithstanding any other provision of this Agreement, if any
Lender shall notify the Administrative Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or to fund or maintain a Eurodollar
Rate Advance hereunder, (i) the Eurodollar Rate Advance will automatically, upon
such notice, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert such Advance into, a Eurodollar Rate Advance
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

         (b)      Each of the Lenders hereby agrees that, upon the occurrence of
any circumstances entitling such Lender to additional compensation or to cease
making, participating in or renewing, or funding or maintaining, Eurodollar Rate
Advances under any of the foregoing provisions of Section 2.09 or this Section
2.10, such Lender shall use reasonable efforts (consistent with its existing
internal policy applied on a nondiscriminatory basis and with

                                       24


applicable legal and regulatory restrictions) to designate a different
applicable Lending Office for any Advances affected by such circumstances and/or
to take any other reasonable actions requested by the Borrowers if the making of
such designation or the taking of such actions, in the case of Section 2.09,
would avoid the need for such additional compensation or, in the case of Section
2.10, would allow such Lender to continue to perform its obligations to make, to
participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and,
in any such case, would not, in the reasonable judgment of such lender, be
otherwise disadvantageous to such Lender.

         2.11     Payments and Computations.

         (a)      The Borrower shall make each payment hereunder and under the
Notes not later than 11:00 A.M. (New York City time) on the day when due in US
Dollars to the Administrative Agent at the Administrative Agent's Account in
same day funds. The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.12
or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement and the other Loan Documents. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(d), from and after the effective date specified in such
Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

         (b)      All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate shall be made by the Administrative Agent on the basis
of a year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest is payable. Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

         (c)      Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.

         (d)      Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each

                                       25


Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

         2.12     Taxes.

         (a)      Any and all payments by the Borrower hereunder or under the
Notes shall be made, in accordance with Section 2.11, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Administrative Agent, taxes
imposed on overall net income or overall gross income and franchise taxes
imposed in lieu of such taxes imposed on the Administrative Agent or any Lender
by the jurisdiction in which the Administrative Agent or the Lender, as the case
may be, is organized or is a resident or has a fixed place of business or a
permanent establishment or any political subdivision of the foregoing or where
the Lender's Applicable Lending Office is located or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities in respect of payments hereunder or under the Notes
being hereinafter referred to as "Taxes"). If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender or the Administrative Agent, (1) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.12) such Lender or Administrative Agent (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 taxing authority or other authority in
accordance with applicable law.

         (b)      In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "OTHER
TAXES").

         (c)      The Borrower shall indemnify each Lender and the
Administrative Agent for and hold them harmless against the full amount of Taxes
or Other Taxes imposed on or paid by such Lender or Administrative Agent, as the
case may be, and any liability (including penalties, interest and reasonable out
of-pocket expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender or
Administrative Agent, as the case may be, makes written demand therefor. If the
Borrower determines in good faith that a reasonable basis exists for contesting
any Taxes as to which additional amounts are payable under Section 2.12(a) or
(c) or for which indemnification has been demanded under Section 2.12(a) or (c),
each Lender and each Administrative Agent shall (to the extent such party
determines in good faith that it shall not suffer any material adverse
consequences as a result thereof) cooperate with the Borrower in challenging
such Taxes at the expense of the Borrower if so requested by the Borrower in
writing.

                                       26


         (d)      Within thirty (30) days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment hereunder or under the Notes
by or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the
Administrative Agent, at such address, an opinion of counsel reasonably
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes. For purposes of this subsection (d) and subsection (e), the terms "United
States" and "United States person" shall have the meanings specified in Section
7701 of the Internal Revenue Code.

         (e)      If a Lender is organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement (or at such later time as such Lender becomes a party to this
Agreement), and from time to time thereafter as requested in writing by the
Borrower (but only so long as such Lender remains lawfully able to do so), such
Lender shall provide the Borrower with two original Internal Revenue Service
form W-8BENs certifying that (i) it is entitled to a reduced rate of United
States withholding tax on payments receivable under this Agreement or the Note
in accordance with an applicable tax treaty or (ii) it is not a United States
person (in the second case accompanied by a certificate representing that it is
not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, is not
a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Loan Party and is not a controlled foreign
corporation related to the Loan Party (within the meaning of Section 864(d)(4)
of the Internal Revenue Code)), or two original Internal Revenue Service form
W-8ECIs certifying that payments receivable by it under this Agreement or the
Note are effectively connected to a United States trade or business, as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service. If the form provided by the Lender at the time the Lender becomes a
party to this Agreement indicates (or if correctly completed, would indicate) a
United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and until the Lender
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required by Internal
Revenue Service form W-8BEN or W-8ECI (or any successor forms) that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrower and shall not be obligated to include in such form or document such
confidential information.

         (f)      For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.12(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided or if such form
otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.12(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should such Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the

                                       27


Borrower shall take such steps as such Lender shall reasonably request to assist
such Lender to recover such Taxes.

         (g)      If a Lender determines, in its reasonable discretion, that it
has actually and finally realized in a year in which a payment under the Loan
Documents is made or in any subsequent year, by reason of a refund, deduction or
credit of any Taxes or Other Taxes paid or reimbursed by the Borrower pursuant
to subsection (a) or (c) above in respect of payments under the Loan Documents,
a current monetary benefit that it would otherwise not have obtained, and that
would result in the total payments under this Section 2.12 exceeding the amount
needed to make such Lender whole, such Lender shall pay to the Borrower, with
reasonable promptness following the date on which it actually realizes such
benefit, an amount equal to the lesser of the amount of such benefit or the
amount of such excess, in each case net of all out-of-pocket expenses in
securing such refund, deduction or credit.

         (h)      If a Lender claims any additional amounts payable pursuant to
this Section 2.12, it shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document requested by
Borrower or to change the jurisdiction of its Applicable Lending Office and take
any other reasonable actions requested by Borrower if the making of such a
filing or change or the taking of such actions would avoid the need or reduce
the amount of any such additional amounts that may thereafter accrue and would
not, in the reasonable judgment of such Lender, be otherwise disadvantageous to
such Lender.

         2.13     Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advance owing to it (other than
pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of
payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.13
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

         2.14     Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) only to
partially fund either directly or through one of its wholly-owned Subsidiaries
(a) the purchase of all of those certain aviation assets of AMPORTS as described
in the Purchase Agreement, (b) the Non-compete Payment, (c) other payments under
Purchase Agreement, (d) to pay all transaction costs in respect of the
transactions contemplated hereby and by the Purchase Agreement, (e) to provide
for cash on

                                       28


hand, (f) to find the Senior Debt Service Reserve Account, (g) to fund the
obligations under the Escrow Agreement and (h) the payment under the
Transitional Services Agreement.

         2.15     Fees.

         (a)      The Borrower shall pay to the Administrative Agent for its
account the fees in the amounts and at the times set forth in the Administrative
Agent Fee Agreement.

         (b)      The Borrower shall pay to the Collateral Agent for its account
the fees in the amounts and at the times set forth in the Collateral Agent Fee
Agreement.

         (c)      The Borrower shall pay to the Administrative Agent for the
account of each Lender a commitment fee on the aggregate amount of the
Commitments at a rate equal to 0.375% per annum, which fee shall be allocated
among the Lenders pro rata according to their Commitments. Such commitment fee
shall be payable for the period beginning on the date of this Agreement and
ending on the date of the Advances.

         (d)      The Borrower shall pay to the Administrative Agent an
underwriting fee equal to 0.375% of the aggregate amount of the Commitments.
Such underwriting fee shall be payable on the date of the Advances.

                                  ARTICLE III
                          CONDITIONS TO MAKING ADVANCES

         3.01     Conditions Precedent to the Making of the Advances. The
obligation of each Lender to make any Advance shall be subject to the
fulfillment of the following conditions precedent:

         (a)      There shall exist no material action, suit, investigation,
     litigation or proceeding affecting the Borrower or any of its Subsidiaries
     or any other Loan Party pending or threatened before any court,
     governmental agency or arbitrator that (i) could reasonably be expected to
     have a Material Adverse Effect or (ii) purports to affect the legality,
     validity or enforceability of this Agreement or any Note or any other Loan
     Document or the consummation of the transactions contemplated hereby or
     pursuant to the Purchase Agreement.

         (b)      (i) Sufficient Airport Consents shall have been obtained so
     that the aggregate Allocable Percentages relative to the Airports whose
     businesses are to be transferred at the Initial Closing (including, without
     limitation, the Core Assets) shall equal at least eighty percent (80%) and
     (ii) the Borrower or one of its Subsidiaries shall either (A) have been
     assigned the benefit of, or (B) shall have access to the services under or
     provided by, all other contracts and other assets necessary for the
     continued operation of the Airports whose businesses are being transferred
     at the Initial Closing; (iii) all applicable waiting periods including any
     extensions thereof, clearance approval or filing under the Hart-Scott
     Rodino Antitrust Improvements Act of 1976, as amended, or under any other
     Antitrust Law or regulation relating to the transactions contemplated
     hereby shall have expired or been terminated or shall have been obtained or
     made and (iv) the US Government shall have notified the Purchasers of a
     decision to take no action with

                                       29


     respect to any notice filed by the Purchaser Subsidiaries to the Committee
     on Foreign Investment in the United States in connection with the
     acquisition of the Aviation Assets. If less than 100% of the Airport
     Consents have been received by the date of the Advances, as specified in
     the Notice of Advances, a pro rata share of the Advances shall be held in
     escrow in accordance with the terms of the Escrow Agreement.

         (c)      The Administrative Agent shall have received a financial model
     documenting the financing structure, assumptions and coverage ratios in
     form and substance reasonably satisfactory to the Administrative Agent.

         (d)      The Administrative Agent shall have received the unaudited
     balance sheets of the AMPORTS Aviation Group for the fiscal year ended
     December 31, 2001 and for the six (6) month period ended June 30, 2002 (the
     "JUNE 30TH FINANCIAL STATEMENTS") and the related statement of income and
     cash flows for the period then ended.

         (e)      The Administrative Agent shall have received a pro forma
     balance sheet on a consolidated basis (the "INITIAL CLOSING DATE BALANCE
     SHEET") of the Borrower and its Subsidiaries prepared based on the June
     30th Financial Statements and the estimated Working Capital Statements
     delivered by Seller pursuant to Section 2.08(a) of the Purchase Agreement
     giving effect to the Advances and the Initial Funding, subject to the
     Working Capital Adjustment process provided in Section 2.08 of the Purchase
     Agreement.

         (f)      On and as of the date of the Advances, the following
     statements shall be true and the Administrative Agent shall have received
     for the account of each Lender a certificate signed by a Responsible
     Officer of the Borrower, dated the date of the Advances, stating that:

                  (i)      The representations and warranties of the Borrower
         and each of its Affiliates, contained in this Agreement and in any
         other Loan Document, are true and correct on and as of the date of the
         Advances with the same effect as though such representations and
         warranties had been made on and as of such date (other than
         representations and warranties which speak as of an earlier date, which
         need only be true and correct as of such earlier date), and

                  (ii)     Prior and after giving effect to the Advances and the
         transactions contemplated by the Loan Documents, no event has occurred
         and is continuing that constitutes a Default.

         (g)      The Administrative Agent shall have received on or before the
     Effective Date the following, each dated such date, in form and substance
     reasonably satisfactory to the Administrative Agent:

                  (i)      The Fee Agreements duly executed by the Borrower.

                  (ii)     Certified copies of the resolutions of the Board of
         Directors of the Borrower approving this Agreement and of all documents
         evidencing other

                                       30


         necessary corporate action and governmental approvals, if any, with
         respect to this Agreement.

                  (iii)    A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying (i) the names and true signatures
         of the officers of the Borrower authorized to sign this Agreement and
         the other documents to be delivered hereunder and (ii) that attached
         thereto is a true and accurate copy of the by-laws of the Borrower.

                  (iv)     A copy of a certificate of the Secretary of State of
         the jurisdiction of formation of the Borrower dated reasonably near the
         Effective Date, certifying (A) as to a true and correct copy of the
         charter (or any similar constitutive document) of the Borrower and each
         amendment thereto on file in such Secretary's office and (B) each of
         the Borrower is duly incorporated and in good standing or presently
         subsisting under the laws of the State of the jurisdiction of its
         formation.

         (h)      The Administrative Agent shall have received on or before the
date of the Advances the following, each dated such day (unless otherwise
specified), in form and substance reasonably satisfactory to the Administrative
Agent and, with respect to subsection (vii) below, the Collateral Agent shall
also have received:

                  (i)      A Note to the order of each Lender.

                  (ii)     The Subordinated Loan Agreement and Subordination
         Agreement duly executed by the Borrower and Subordinated Lender, if
         applicable.

                  (iii)    Certified copies of the resolutions of the Board of
         Directors of the Borrower and each other Loan Party approving this
         Agreement and each other Loan Document to which it is a party, and of
         all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement and each
         other Loan Document to which it is a party.

                  (iv)     A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying (i) the names and true signatures
         of the officers of the Borrower and each other Loan Party authorized to
         sign this Agreement, each other Loan Document to which it is a party
         and the other documents to be delivered hereunder and (ii) that
         attached thereto is a true and accurate copy of the by-laws of the
         Borrower and each other Loan Party.

                  (v)      A copy of a certificate of the Secretary of State of
         the jurisdiction of formation of the Borrower and each other Loan
         Party, dated reasonably near the date of the Advances, certifying (A)
         as to a true and correct copy of the charter (or any similar
         constitutive document) of the Borrower and each other Loan Party and
         each amendment thereto on file in such Secretary's office and (B) each
         of the Borrower and each other Loan Party is duly incorporated and in
         good standing or presently subsisting under the laws of the State of
         the jurisdiction of its formation.

                                       31



                  (vi)     Favorable opinions of Hogan & Hartson L.L.P. with
         respect to Borrower and each other Loan Party, in form and substance
         mutually satisfactory to each of the Borrower's legal counsel and the
         Administrative Agent's legal counsel.

         (i)      The Borrower shall have notified each Lender and the
Administrative Agent in writing as to the proposed date of the Advances. The
Administrative Agent shall have received evidence reasonably satisfactory to it
evidencing that the Initial Closing Date under the Purchase Agreement shall have
occurred or will occur substantially simultaneously with the making of the
Advances in compliance with all applicable laws.

         (j)      The Administrative Agent shall have received evidence
reasonably satisfactory to it that Borrower has received, or shall
simultaneously therewith receive, funding from Equity Investors and/or
Subordinated Lender, if applicable, in an aggregate amount equal to no less than
US$22,200,000 in the form of equity and/or Subordinated Loans (the "INITIAL
FUNDING"). Notwithstanding the foregoing, the amount of the Subordinated Loans
made with respect to the Initial Funding shall not exceed US$12,000,000 in the
aggregate.

         (k)      The Administrative Agent shall have received the Insurances
Memorandum duly executed by the parties thereto and evidence reasonably
satisfactory to it evidencing that the insurance arrangements of the Borrower
and its Subsidiaries satisfy the requirements of the Loan Documents, together
with evidence of such insurance and that such insurance names the Collateral
Agent as additional insured and loss payee.

         (l)      The Administrative Agent shall have received on or before the
date of the Advances the following, each dated such date (unless otherwise
specified), in form and substance reasonably satisfactory to the Lenders and in
sufficient copies for each Lender:

                  (i)      The Pledge Agreement, duly executed by Equity
         Investors, together with:

                           (A)      completed requests for information, dated on
                  or before the date of the Advances, listing all effective
                  financing statements filed in New York and Washington, D.C.
                  that name Equity Investors as debtor, together with copies of
                  such other financing statements; and

                           (B)      evidence that all action that the
                  Administrative Agent may deem reasonably necessary or
                  desirable in order to perfect and protect the first priority
                  liens and security interests created under the Pledge
                  Agreement has been taken.

                  (ii)     The Security Agreement, duly executed by Borrower and
         each other Grantor together with:

                                       32


                           (A)      proper financing statements, in a form
                  sufficient to be duly filed under the Uniform Commercial Code
                  of Delaware and any other applicable jurisdiction in order to
                  perfect and protect the first priority liens and security
                  interests created under the Security Agreement, covering the
                  Security Agreement Collateral, and the Administrative Agent
                  shall have received from the Borrower sufficient monies to pay
                  in full all filing and recording fees related thereto;

                           (B)      evidence that all other action that the
                  Lenders may deem reasonably necessary or desirable in order to
                  perfect and protect the first priority liens and security
                  interests created under the Security Agreement has been taken;
                  and

                           (C)      the stock certificates representing 100% of
                  the shares of Macquarie Aviation North America, Inc.

                  (iii)    The Subordination Agreement duly executed by Borrower
         and Subordinated Lender with respect to the Subordinated Loan
         Agreement, if applicable.

                  (iv)     A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying that attached thereto are true and
         complete copies of each agreement and instrument set forth on Schedule
         1.01(c), together in each case with all amendments and modifications
         thereto to the date hereof.

         (m)      The Administrative Agent shall have received irrevocable
written instructions from the Borrower authorizing the Administrative Agent to
fund the Senior Debt Service Reserve Account in an amount equal to the Senior
Debt Service Reserve Amount.

         (n)      The Administrative Agent shall have received (i) a copy of the
Purchase Agreement and the Escrow Agreement, each duly executed by each party
thereto, together with all schedules and exhibits to each such agreement and all
amendments, if any, to each such agreement occurring on or prior to the date of
the Advances, and (ii) evidence reasonably satisfactory to it that each of the
conditions precedent to the Initial Closing set forth in the Purchase Agreement
has been satisfied and not waived or amended, except such waivers and amendments
which could not reasonably be expected to adversely affect a lender's decision,
acting in good faith, to make an Advance pursuant to the terms of this Agreement
and the other Loan Documents. The Borrower will deliver a certificate to the
Administrative Agent on the date of the Advances confirming that, except as
disclosed in such certificate, there have been no amendments to the Purchase
Agreement or the Escrow Agreement and no waivers of the conditions precedent to
the Initial Closing set forth in the Purchase Agreement.

         (o)      The Borrower shall have paid all accrued fees and expenses of
the Agents and the Lenders, subject to the provisions of Section 8.04 herein.

                                       33


         (p)      The Administrative Agent shall have received an annual budget
     for the fiscal year 2002.

         (q)      The Administrative Agent shall have received a Hedge Agreement
     covering the Required Hedge Amount in effect on the date of the Advances in
     form and substance acceptable to the Administrative Agent and the Borrower
     and if such Hedge Agreement is provided by a party other than
     Administrative Agent, an agreement acceptable to Administrative Agent
     whereby (a) Borrower collaterally assigns its rights under the Hedge
     Agreement and (b) the Hedge Agreement is subordinated to the Senior Debt.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         4.01     Representations and Warranties of the Borrower. The Borrower
represents and warrants on behalf of itself and the other Loan Parties as
follows:

         (a)      Incorporation. Each of the Loan Parties (other than the
Pledgors) and Macquarie Aviation North America, Inc., is an entity duly
organized, validly existing and in good standing under the laws of the State of
its incorporation. With respect to the Pledgors, Macquarie Specialised Asset
Management Limited is a company duly organized and validly existing under the
laws of New South Wales, Australia, and Macquarie Specialised Asset Management 2
Limited is a company duly organized and validly existing under the laws of New
South Wales, Australia.

         (b)      No Conflict. The execution, delivery and performance by each
Loan Party, as applicable, of this Agreement, the Notes and each other Loan
Document to which it is party, and the consummation of the transactions
contemplated hereby, are within its corporate powers, have or will have been
duly authorized by all necessary corporate action, and do not contravene (i) its
charter or by-laws (or any other similar constitutive or governing documents),
(ii) any law or (iii) any contractual restriction binding on or affecting the
Borrower.

         (c)      Authorizations and Consents. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or (ii) any other third party is required for the due execution,
delivery and performance by any Loan Party of this Agreement or the Notes or any
other Loan Document to which it is a party, except for those authorizations,
approvals, actions, notices and filings listed on Schedule 4.01(c) hereto.

         (d)      Due Execution and Delivery. This Agreement and each other Loan
Document when delivered hereunder will have been, duly executed and delivered by
the Borrower. This Agreement and each other Loan Document, when delivered
hereunder will be, the legal, valid and binding obligation of the applicable
Loan Party enforceable against such Loan Party in accordance with their
respective terms except as such enforceability may be limited by bankruptcy,
insolvency or other similar laws relating to creditor's rights.

         (e)      Financial Statements. The Initial Closing Date Balance Sheet
and, when delivered, the Final Closing Date Balance Sheet, fairly present the
assets and liabilities of the Borrower and its Subsidiaries on a consolidated
basis, subject to the working capital adjustment

                                       34


process set forth in Section 2.08 of the Credit Agreement as of such date. When
delivered, the Financial Statements will fairly present the financial position
of the Borrower and its Subsidiaries on a consolidated basis as of the date
referenced therein and for the periods covered thereby and have been prepared in
accordance with GAAP, subject to normal year end adjustments.

         (f)      Compliance with Laws. The Borrower is in compliance with all
applicable laws, ordinances, rules, regulations and requirements of Governmental
Authorities, except where noncompliance could not reasonably be expected to have
a Material Adverse Effect.

         (g)      No Default. No Default has occurred and is continuing under
this Agreement.

         (h)      Collateral. Except as set forth on Schedule 4.01(h)(i) hereto:

                  (i)      At the time of the making of the Advances, the
         Collateral Documents shall create a valid and perfected first priority
         security interest in the Collateral owned by such Loan Party at the
         time of or immediately following making the Advances, securing the
         payment of the Secured Obligations, and all filings and other actions
         necessary or desirable to perfect such security interest have been duly
         taken. The respective Grantor shall be the legal and beneficial owner
         of the Collateral purported to be subject to the Collateral Documents
         to which it shall be a party and the subject of any Lien granted by it
         pursuant to the Collateral Documents, free and clear of any Lien,
         except for Permitted Liens.

                  (ii)     After giving effect to the acquisition of the
         Aviation Assets pursuant to the Purchase Agreement, each Grantor will
         not own any asset or property nor will such Grantor have any right, nor
         will such Grantor receive revenue from any source, that is not included
         in the definition of "COLLATERAL" other than as set forth on Schedule
         4.01(h)(ii) hereto.

         (i)      Litigation. There is no pending action, suit, investigation,
litigation or proceeding, including, without limitation, any Environmental
Action, affecting any Loan Party before any court, governmental agency or
arbitrator that (i) could reasonably be expected to have a Material Adverse
Effect or (ii) purports to affect the legality, validity or enforceability of
this Agreement or any other Loan Document or the consummation of the
transactions contemplated hereby.

         (j)      Margin Stock. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any Advance will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.

         (k)      Investment Company Act. The Borrower is not an "investment
company" or a company "controlled" by a Person that is registered, or is
required to be registered, as an

                                       35


"investment company", in each case, as such terms are defined in the Investment
Company Act of 1940, as amended.

         (l)      Taxes. Each Loan Party has filed all material tax returns
which are required to be filed by it in any jurisdiction and has paid all taxes
due shown on such returns or any written assessment received by it except those
contested in good faith by appropriate proceedings.

         (m)      ERISA Compliance. Except to the extent that any of the
following could not individually or in the aggregate reasonably be expected to
have a Material Adverse Effect:

                  (i)      Each Benefit Plan is in compliance with the
         applicable provisions of ERISA, the Internal Revenue Code and other
         federal or state law. Each Benefit Plan which is intended to qualify
         under Section 401(a) of the Internal Revenue Code has received a
         favorable determination letter from the Internal Revenue Service and
         nothing has occurred which would cause the loss of such qualification.
         The Borrower and each ERISA Affiliate has made all required
         contributions to any Benefit Plan subject to Section 412 of the
         Internal Revenue Code, and no application for a funding waiver or an
         extension of any amortization period pursuant to Section 412 of the
         Internal Revenue Code has been made with respect to any Plan.

                  (ii)     There are no pending or, to the best knowledge of
         Borrower after due inquiry, threatened claims, actions or lawsuits with
         respect to any Benefit Plan. There has been no prohibited transaction
         or violation of the fiduciary responsibility rules with respect to any
         Benefit Plan.

                  (iii)    (A) No ERISA Event has occurred or is reasonably
         expected to occur; (B) as of the date hereof, no Single Employer Plan
         has any Unfunded Pension Liability; (C) neither the Borrower nor any
         ERISA Affiliate has incurred, or reasonably expects to incur, any
         liability under Title IV of ERISA with respect to any Single Employer
         Plan (other than premiums due and not delinquent under Section 4007 of
         ERISA); and (D) the Borrower has not incurred any withdrawal liability,
         including contingent withdrawal liability, with respect to any
         Multiemployer Plan pursuant to Title IV of ERISA.

                  (iv)     Within the last five years no Single Employer Plan
         has been terminated, other than in a "standard termination" as that
         term is used in Section 4041(b)(1) of ERISA, nor has any Single
         Employer Plan with Unfunded Pension Liabilities been transferred
         outside of the "controlled group" (within the meaning of Section
         400l(a)(14) of ERISA) of the Borrower or any ERISA Affiliate.

                  (v)      Except as reflected in the Financial Model, the
         Borrower has no obligation to provide any post-retirement medical or
         health benefits.

         (n)      Environmental Compliance. Except as set forth on Schedule
4.01(n) hereto:

                                       36


                  (i)      The Borrower has no knowledge of any Environmental
         Action and has not received written notice of any Environmental Action,
         and, to the best of the Borrower's knowledge after due inquiry, no
         proceeding has been instituted raising any Environmental Action against
         the Borrower or any of its real properties now or formerly owned,
         leased or operated or other assets, alleging any damage to the
         environment or violation of any Environmental Law, except such as could
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (ii)     The Borrower has no knowledge of any facts which
         could reasonably be expected to give rise to any Environmental Action
         or violation of Environmental Laws emanating from, occurring on or in
         any way related to its real properties now or formerly owned, leased or
         operated or to its other assets or their use, except such as could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (iii)    The Borrower has not stored any Hazardous Materials
         on its real properties now or formerly owned, leased or operated and
         has not disposed of any Hazardous Materials, in each case, in a manner
         contrary to any Environmental Laws that could, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (iv)     No building or other real property owned leased or
         operated by the Borrower contains any Hazardous Materials (except any
         such Hazardous Materials used in the ordinary course and stored and
         disposed of in compliance with all applicable Environmental Laws) which
         could, individually or in the aggregate, reasonably be expected to have
         a Material Adverse Effect; nor does there exist any release or, to the
         best of the Borrower's knowledge after due inquiry, threat of release
         of a Hazardous Material at any such real property which could,
         individually or in the aggregate, have a Material Adverse Effect; nor
         has there been any discharge or, to the best of the Borrower's
         knowledge, after due inquiry threatened discharge of any Hazardous
         Materials by Borrower into ground, surface or navigable water in
         connection with such real property which violates any Environmental Law
         and which could, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect; nor has the United States
         or any state or local government or agency asserted or created a Lien
         upon any or all of such real property as a result of any use, spill,
         discharge or clean-up by Borrower of any Hazardous Materials; nor, to
         the best of the Borrower's knowledge after due inquiry, has any other
         act occurred at such real property which constitutes a violation of any
         Environmental Law and which could, individually or in the aggregate,
         reasonably be expected to have a Material Adverse Effect.

         (o)      Except as described in Schedule 4.01(o), the Borrower does
not, and its Subsidiaries do not, have any Debt.

                                       37


         (p)      Labor Matters. There are no labor controversies pending or, to
the best of the Borrower's knowledge after due inquiry, threatened against it,
other than any labor controversies which could not reasonably be expected to
have a Material Adverse Effect. The consummation of the transactions herein and
under the other Loan Documents will not give rise to a right of termination of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower is bound.

         (q)      Location of Borrower. On the date hereof, each Loan Party is
"located" (as that term is defined in Section 9-307 of the Uniform Commercial
code) at the address set forth in Schedule 4.01(q).

         (r)      Aviation Assets. Following the acquisition of each of the
Aviation Assets, each such Aviation Asset shall be (i) adequate for the conduct
of the business by the Borrower and its Subsidiaries, in full compliance with
each of the Material Contracts; (ii) suitable for the uses to which they are
currently employed; (iii) in good and safe operating condition, reasonable wear
and tear excepted; and (iv) not obsolete, in dangerous condition or in need of
material renewal or replacement, except for renewal or replacement in the
ordinary course of business. All of the Aviation Assets other than contracts
included in Aviation Assets (each, an "Aviation Contract" ) are listed in
Schedule 4.01(r) hereto, except those individual assets with an individual value
of less than $10,000. Schedule 4.01(r) includes all Management Contracts, FBO
Leases and all other Aviation Contracts pursuant to which the Borrower or any
Subsidiary, individually or collectively, are obligated (i) if related primarily
to FBO Airports, to spend (whether by direct payment or through rendering
services or otherwise) or have a contractual right to receive revenues in excess
of two hundred and fifty thousand Dollars ($250,000) during any twelve (12)
month period, or, (ii) if related to Management Contracts, to spend (whether by
direct payment or through rendering services or otherwise) amounts in excess of
one hundred thousand Dollars ($100,000), or have a contractual right to receive
revenues in excess of two hundred and fifty thousand Dollars ($250,000), in each
case during any twelve (12) month period. To the best of the Borrower's
knowledge after due inquiry, Schedule 4.01(r) includes all other Aviation
Contracts, other than those with an individual value of less than ten thousand
Dollars ($10,000).

         (s)      Material Contracts. Following the acquisition of the Aviation
Assets, each Material Contract shall be the legal, valid and binding obligation
of each of the parties thereto (or their respective successors or assigns)
enforceable against such parties in accordance with their respective terms
except as such enforceability may be limited by bankruptcy, insolvency or other
similar laws relating to creditor's rights. Upon the obtainment of the
corresponding Airport Consents, the Borrower and each of the Grantors will
acquire all Material Contract Rights with respect to the relevant Material
Contracts to which they are a party. None of the Material Contracts nor any
Material Contract Rights shall be rescinded or terminated in whole or in part.
No right or rescission, setoff, counterclaim or defense shall have been asserted
and remain outstanding with respect to any Material Contract or Material
Contract Right. None of the Material Contracts nor any Material Contract Rights
shall have been sold, transferred, assigned or pledged (unless such pledge has
been released prior to the date hereof) by 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 such Material
Contracts to any Person other than the Collateral Agent for the benefit of the
Secured Parties.

                                       38


         (t)      Government Actions. Except asset forth on Schedule 4.01(t),
none of the Borrower nor any of its Affiliates is aware of, or has any reason to
believe that, any applicable Governmental Authority intends to amend, terminate,
rescind, condemn, relocate or abandon any of the Material Contracts.

                                   ARTICLE V
                            COVENANTS OF THE BORROWER

         5.01     Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

         (a)      Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, compliance with ERISA and
Environmental Laws except where noncompliance could not reasonably be expected
to have a Material Adverse Effect.

         (b)      Payment of Taxes, Etc. Pay and discharge, and cause each of
its Subsidiaries to pay and discharge, prior to the date on which interests or
penalties attach thereto, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided, however, that
neither the Borrower nor any of its Subsidiaries shall be required to pay or
discharge any such tax, assessment, charge or claim that is being contested in
good faith and by proper proceedings and as to which appropriate reserves are
being maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable by its other creditors.

         (c)      Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance meeting the requirements of the Insurances
Memorandum.

         (d)      Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Borrower and its Subsidiaries may consummate any transaction
permitted under Section 5.02(b) and provided further that neither the Borrower
nor any of its Subsidiaries shall be required to preserve any right or franchise
if the Board of Directors of the Borrower or such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Borrower or such Subsidiary, and that the loss thereof is not
disadvantageous in any material respect to the Borrower, such Subsidiary or the
Lenders.

         (e)      Visitation Rights. At any reasonable time and from time to
time, permit the Administrative Agent or any of the Lenders or any agents or
representatives thereof, upon reasonable advance notice to the Borrower and its
relevant Subsidiary, to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
any of its Subsidiaries, and to discuss the affairs, finances and accounts of
the Borrower and any of its Subsidiaries with any of their officers or directors
and with their independent certified public accountants.

                                       39


         (f)      Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each such Subsidiary in accordance with GAAP.

         (g)      Maintenance of Properties, Etc. Operate, maintain and manage,
and cause each of its Subsidiaries to operate, maintain and manage, all of its
properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted, in accordance with
any applicable Material Contract and in accordance with applicable laws
(including, without limitation, Environmental Laws), except where noncompliance
could not reasonably be expected to have a Material Adverse Effect.

         (h)      Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this
Agreement with any of their Affiliates on terms that are fair and reasonable and
no less favorable to the Borrower or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an Affiliate.

         (i)      Governmental Approvals. Obtain and maintain, and cause each of
its Subsidiaries to obtain and maintain, all governmental approvals and licenses
that are required of the Borrower or its Subsidiaries for the validity or
enforceability of the Loan Documents and the operation of the Material
Contracts, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         (j)      Use of Proceeds. Use the proceeds of the Advances only as
described Section 2.13.

         (k)      Auditor. Appoint and maintain the appointment of a nationally
or internationally recognized independent public accountant.

         (l)      Maintenance of Material Contracts. (x) Perform and observe,
and cause each of its Subsidiaries to perform and observe, the terms and
provisions of the applicable Material Contract to be performed or observed by
the Borrower or each applicable Subsidiary and (y) enforce or cause each
Subsidiary, as applicable, to enforce its rights under the applicable Material
Contract in accordance with its applicable terms. Borrower shall notify the
Administrative Agent in writing within five (5) Business Days following
Borrower's receipt of written notice as to the potential termination of any
Material Contract.

         (m)      Senior Debt Service Coverage Ratio. Maintain, as of each SDSCR
Determination Date, a Historic Semi-Annual SDSCR of no less than 1.25 to 1.00.

         (n)      Reporting Requirements. Furnish to the Lenders:

                  (i)      as soon as available and in any event within sixty
         (60) days after the end of each of the first three quarters of each
         fiscal year of the Borrower and its Subsidiaries, a Consolidated
         balance sheet of the Borrower and its Subsidiaries as of the end of
         such quarter and Consolidated statements of income and cash flows of
         the Borrower and its Subsidiaries for the period commencing at the end
         of the previous fiscal year and ending with the end of such quarter,
         duly certified

                                       40


         (subject to year-end audit adjustments) by a Responsible Officer of the
         Borrower as having been prepared in accordance with GAAP and
         accompanied by a certificate of the Borrower's Responsible Officer
         stating to the best of his or her knowledge, after due inquiry, whether
         any event has occurred which constitutes an Event of Default, and if
         so, stating the facts with respect thereto;

                  (ii)     as soon as available and in any event within 120 days
         after the end of each fiscal year of the Borrower, a copy of the annual
         audit report for such year for the Borrower and its Subsidiaries,
         containing Consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of such fiscal year and Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for such fiscal year, in each case accompanied by an
         opinion from a nationally or internationally recognized independent
         public accountants and accompanied by a certificate of the Borrower's
         Responsible Officer stating to the best of his or her knowledge after
         due inquiry, whether any event has occurred which constitutes an Event
         of Default, and if so, stating the facts with respect thereto;

                  (iii)    as soon as available and in any event no later than
         120 days after the end of each fiscal year of the Borrower, an annual
         report summarizing the operations of the Borrower and its Subsidiaries
         for the past fiscal year;

                  (iv)     as soon as possible and in any event within five (5)
         Business Days after the Borrower has knowledge of, or should have known
         of, the occurrence of each Default continuing on the date of such
         statement, a statement of a Responsible Officer of the Borrower setting
         forth reasonable details of such Default and the action that the
         Borrower has taken and proposes to take with respect thereto;

                  (v)      as soon as available and in any event no later than
         60 days before the end of each fiscal year, an operating budget for the
         fiscal year following such fiscal year then ending and on an annual
         basis for each fiscal year thereafter through the fiscal year in which
         the Maturity Date occurs and any further information or details with
         respect to any such budget as the Administrative Agent or any Lender
         may reasonably request;

                  (vi)     as soon as available and in any event no later than
         60 days before the end of each fiscal year, certificates from its
         insurers or insurance agents evidencing that the insurance required to
         be in effect pursuant to Section 5.01(c) is in effect;

                  (vii)    copies of all amendments and modifications to all
         Material Contracts no later than twenty (20) days after such amendment
         or modification has been made;

                                       41


                  (viii)   promptly but in any event within 5 days of attaining
         knowledge thereof, a statement of a Responsible Officer of the Borrower
         advising of the potential loss of any of Material Contract;

                  (ix)     copies of all other formal written notices sent or
         received by the Borrower or any of its Subsidiaries pursuant to any
         Material Contract as soon as practicable after such formal written
         notice is sent or received;

                  (x)      promptly after the commencement thereof, notice of
         (A) all actions and proceedings before any court, governmental agency
         or arbitrator affecting the Borrower or any of its Subsidiaries of the
         type described in Section 4.01(i) and (B) all actions and proceedings
         before any court, governmental agency or arbitrator affecting any
         Material Contract;

                  (xi)     upon the occurrence of any ERISA Event affecting the
         Borrower or any ERISA Affiliate (but in no event more than 20 days
         after such event); a notice and description of such event;

                  (xii)    promptly after the occurrence thereof notice of: (A)
         any known release or threat of release of any Hazardous Materials at or
         from any site owned or leased by the Borrower or by any of its
         Subsidiaries that, individually or in the aggregate, could reasonably
         be expected to have a Material Adverse Effect, and (B) any known
         incurrence of any expense or loss by any governmental authority in
         connection with the assessment, containment or removal of any Hazardous
         Material for which expense or loss the Borrower or any of its
         Subsidiaries may be liable and which expense or loss, individually or
         in the aggregate, could reasonably be expected to have a Material
         Adverse Effect;

                  (xiii)   such other information respecting the Borrower or any
         of its Subsidiaries as the Lenders may from time to time reasonably
         request; and

                  (xiv)    promptly after receipt by Borrower and/or any of its
         Subsidiaries, of statement of working capital with respect to AMPORTS
         Aviation Group in accordance with the Purchase Agreement.

         (o)      Ownership and Majority Control. Unless otherwise approved in
writing by the Administrative Agent, maintain at all times 100% ownership
interest in each of the Grantors and in Macquarie Aviation North America, Inc.,
and a Majority Control over each Grantor and Macquarie Aviation North America,
Inc.

         (p)      Hedge Agreement. Maintain in full force and effect one or more
Hedge Agreements covering not less than the Required Hedge Amount in compliance
with the requirements of Section 3.01(q).

         (q)      Pro Forma Financial Statement. Deliver to the Administrative
Agent a pro forma balance sheet (the "FINAL CLOSING DATE BALANCE SHEET") on a
consolidated basis of the Borrower and its Subsidiaries as of the earlier of (i)
the last Subsequent Closing Date or (ii) the Outside Date, no later than such
date prepared based on the June 30 Financial Statements and the

                                       42


Statements of Working Capital delivered by Seller pursuant to Section 2.08 of
the Purchase Agreement, adjusting for the Advances and the Initial Funding,
subject to the working capital adjustment process provided in Section 2.08 of
the Purchase Agreement. Deliver to the Administrative Agent within 45 days of
the earlier of the last Subsequent Closing Date or the Outside Date a
Consolidated balance sheet of the Borrower and its Subsidiaries as of such
applicable date and Consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for the period commencing at the Initial Closing
Date and ending with the date of the Consolidated balance sheet (collectively,
the "FINANCIAL STATEMENTS").

         (r)      Consents by the Airport Authorities. Use, and cause its
Subsidiaries to use, commercially reasonable efforts to obtain, or cause each
relevant Subsidiary to obtain, from each applicable Governmental Authority,
consents to the assignment for security for each and all of the Airports (except
as provided in Schedule 5.01(r)), in order to create a valid perfected first
priority security interest in each of the Material Contracts for such Airports.
Notwithstanding the foregoing, Borrower and/or its Subsidiaries shall not be
required to make more than one (1) formal request for such consent from each
applicable Governmental Authority. As soon as practicable thereafter, but in no
event later than fifteen days, the Borrower shall deliver to the Administrative
Agent any and all agreements, documents, instruments and writings deemed
reasonably necessary by the Administrative Agent, or as any Agent may reasonably
request from time to time in its sole discretion to evidence, perfect, or
protect the Secured Parties' rights and security interests over the Material
Contracts in accordance with such consents. The Borrower hereby authorizes each
of the Agents to execute, deliver and file any and all of such agreements,
documents, instruments and writings.

         (s)      Subsequent Closings. On each Subsequent Closing, the Borrower
shall confirm in writing that the representations and warranties contained in
Section 4.01(a), 4.01(b), 4.01(f), 4.01(g), 4.01(h), 4.01(i) but only with
respect to the relevant Aviation Assets being acquired in such Subsequent
Closing, 4.01(l), 4.01(m), 4.01(n), 4.01(p) but only with respect to the
relevant Aviation Assets being acquired in such Subsequent Closing, 4.01(r),
last sentence of 4.01(s) but only with respect to the relevant Aviation Assets
being acquired in such Subsequent Closing, and 4.01(t) but only with respect to
the relevant Aviation Assets being acquired in such Subsequent Closing, are true
and correct before and after giving effect to such Subsequent Closing, with the
same effect as though such representations and warranties had been made on and
as of the date of such Subsequent Closing. Notwithstanding anything to the
contrary contained herein, a breach of any of the representations or warranties
to be made pursuant to this Section 5.01(s) shall not be deemed an Event of
Default and the only remedy of the Lenders with respect to any such breach shall
be Borrower's obligation to make a prepayment of a portion of the Advances in
accordance with Section 2.08(f).

         5.02     Negative Covenants. So long as any Advance shall remain unpaid
or any Lender shall have any Commitment hereunder, the Borrower will not:

         (a)      Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties, whether now owned or hereafter acquired, or assign or permit any
of its Subsidiaries to assign any right to receive income, other than:

                                       43


                  (i)      Permitted Liens;

                  (ii)     Liens existing on Initial Closing or Subsequent
         Closing Dates as described on Schedule 5.02(c) hereto.

                  (iii)    Liens securing Debt permitted under Section
         5.02(c)(iii); provided that any such Lien is limited to the specific
         asset being financed;

                  (iv)     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 maintained by Borrower and/or its
         Subsidiaries pursuant to the terms thereof; and

                  (v)      the replacement, extension or renewal of any Lien
         permitted above upon or in the same property theretofore subject
         thereto or the replacement, extension or renewal (without increase in
         the amount or change in any direct or contingent obligor) of the Debt
         secured thereby.

         (b)      Mergers, Etc. Merge or consolidate with or into, 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, or permit any of its Subsidiaries
to do so.

         (c)      Debt. Create, incur, guaranty, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, guaranty, assume or suffer to
exist, any Debt other than:

                  (i)      The Advances;

                  (ii)     Subordinated Loans, provided, however, the aggregate
         amount of all Subordinated Loans, including any portion of the Initial
         Funding, shall not exceed US$12,000,000 in the aggregate and the entire
         amount of the Subordinated Loans shall at all times be subject to the
         Subordinated Loan Agreement and the Subordination Agreement in all
         respects;

                  (iii)    Debt used to refinance the Senior Debt in whole or in
         part (the "Replacement Senior Debt"), provided that unless the Senior
         Debt is repaid in full:

                           (A)      Replacement Senior Debt shall not replace
                  Subordinated Loans;

                           (B)      Replacement Senior Debt shall not exceed the
                  principal amount of the Senior Debt prepaid;

                           (C)      The Replacement Senior Debt shall have an
                  equal or greater weighted average life to maturity than, and a
                  final maturity date which is no earlier than, that of the
                  Senior Debt being replaced;

                                       44


                           (D)      No Default shall have occurred and be
                  continuing or shall arise as a result of the issuing of the
                  Replacement Senior Debt;

                           (E)      The annual average Projected SDSCR and
                  minimum annual Projected SDSCR for the life of the Senior Debt
                  and Replacement Senior Debt after giving effect to such
                  refinancing shall not be less than the annual average
                  Projected SDSCR and minimum annual Projected SDSCR prior to
                  giving effect to such refinancing all as based on the
                  Financial Model;

                           (F)      The Lenders shall have the right of first
                  refusal to provide such Replacement Senior Debt upon the same
                  (or more favorable to Borrower) terms and conditions as are
                  set forth in a term sheet executed by any third party lender
                  and delivered to the Lenders; provided that, the Lenders shall
                  have 10 business days from the date of delivery of such
                  third-party lender's term sheet to exercise their right of
                  first refusal; and

                           (G)      The lenders providing the Replacement Senior
                  Debt must enter into collateral sharing and intercreditor
                  agreements satisfactory to the Lenders in their sole
                  discretion.

                  (iv)     Debt used to refinance the Subordinated Loans in
         whole or in part (the "REPLACEMENT SUBORDINATED DEBT"), provided that
         unless the Senior Debt is repaid in full:

                           (A)      The aggregate amount of Replacement
                  Subordinated Debt shall not exceed US$12,000,000;

                           (B)      The Lenders providing the Replacement
                  Subordinated Debt shall enter into a subordination agreement
                  in favor of the Secured Parties with terms at least as
                  favorable to the Secured Parties as the Subordination
                  Agreement; and

                           (C)      No Default shall have occurred and be
                  continuing as a result of the issuing of the Replacement
                  Subordinated Debt.

                  (v)      Debt incurred in the ordinary course of business for
         the deferred purchase price of property, conditional sale obligations
         or obligations under title retention agreements, in each case where the
         maturity of such Debt does not exceed the anticipated useful life of
         the asset being financed, in a principal amount not to exceed in the
         aggregate US$1,000,000 at any time outstanding.

                  (vi)     Unsecured Debt incurred for working capital purposes
         in a principal amount not to exceed in the aggregate US$1,000,000 at
         any time outstanding.

                                       45


                  (vii)    Debt incurred in connection with any letters of
         credit issued with respect to any Material Contracts and/or insurance
         policies that are required to be maintained by Borrower and/or its
         Subsidiaries pursuant to the terms thereof.

                  (viii)   Debt incurred in connection with the Hedge Agreements
         pursuant to Sections 3.01(p) and 5.01(p) herein.

                  (ix)     Loans by Borrower to any of its Subsidiaries, loans
         by any of Borrower's Subsidiaries to Borrower and/or loans among any of
         Borrower's Subsidiaries (each of such loans being an "INTERCOMPANY
         LOAN" and collectively "INTERCOMPANY LOANS"), provided any such loans
         (other than loans made by MAvNA) shall be pledged to the Collateral
         Agent for the benefit of the Secured Parties pursuant to the Security
         Agreement and any loans made by MAvNA to Borrower and/or Borrower's
         Subsidiaries shall be subordinated to the Senior Debt pursuant to a
         subordination agreement in favor of the Lenders on terms comparable to
         the Subordination Agreement.

         (d)      Investments. Make or hold any Investment, or permit any
Subsidiary to make or hold any Investment, in any Person other than:

                  (i)      Investments by the Borrower in any Grantor;

                  (ii)     Investments in Cash Equivalents;

                  (iii)    loans and advances to employees in the ordinary
         course of business of the Borrower or such Subsidiary in an aggregate
         principal amount outstanding at any time not to exceed US$40,000;

                  (iv)     accounts receivable arising in the ordinary course of
         business; and

                  (v)      Intercompany Loans.

         (e)      Lease Obligations. Create, incur, assume or suffer to exist,
or permit any of its Subsidiaries to create, incur, assume or suffer to exist,
any obligations as lessee (i) for the rental or hire of real or personal
property in connection with any sale and leaseback transaction, or (ii) for the
rental or hire of other real or personal property of any kind under leases or
agreements to lease having an original term of one year or more that would cause
the direct and contingent liabilities of the Borrower and its Subsidiaries, on a
Consolidated basis, in respect of all such obligations to exceed in the
aggregate at any time US$500,000 payable in any period of 12 consecutive months
other than the FBO Leases.

         (f)      Change in Business. Engage, or permit any of its Subsidiaries
to engage, in any business other than the ownership, operation, maintenance,
development and/or acquisition of aviation businesses, including, without
limitation, the aviation business activities engaged in with respect to the FBO
Leases and Management Contracts and other activities related thereto.

                                       46


         (g)      Amendment of Corporate Documents. Amend, or permit any of its
Subsidiaries to amend, the constitutive documents of the Borrower or such
Subsidiaries, as the case may be, in any respect that could reasonably be
expected to have a Material Adverse Effect.

         (h)      FBO Leases/Management Contracts/Material Contracts. Terminate,
amend, extend or modify, or permit any of its Subsidiaries to terminate, amend,
extend or modify, the FBO Leases, Management Contracts or other Material
Contracts, unless, in the case of an amendment or modification, such amendment
or modification could not reasonably be expected to have a Material Adverse
Effect, without the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld or delayed.

         (i)      Sale of Assets. Sell, lease, transfer or otherwise dispose of,
or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose
of, any assets of any kind, except sales, transfers or other dispositions in the
ordinary course of its business, including sales of obsolete and/or worn out
equipment;

         (j)      Restricted Payments.

                  (i)      Declare or make, or permit any of its Subsidiaries
         (other than its wholly-owned Subsidiaries) to declare or make, any
         dividend payment or other distribution of assets, properties, cash,
         rights, obligations or securities on account of any Equity Interests;

                  (ii)     Make, or permit any of its Subsidiaries to declare or
         make, any payments with respect to the Subordinated Loans or
         Replacement Subordinated Debt, if applicable, or make, or permit any of
         its Subsidiaries to declare or make, any redemption, repurchase or
         defeasance of any such Debt; or

                  (iii)    Purchase, redeem, retire, defease or otherwise
         acquire for value any Equity Interests in or any warrants, rights or
         options to acquire any such Equity Interests, now or hereafter
         outstanding, or return any capital to its Equity Interest holders, or
         reduce its capital or permit any of its Subsidiaries (other than its
         wholly-owned Subsidiaries) to do so (collectively, the payments
         described in clauses (i) through (iii) above being "Restricted
         Payments"); provided, however, that the Borrower may make Restricted
         Payments if the following conditions are satisfied:

                           (A)      no Default shall have occurred and be
                  continuing and the making of the Restricted Payment will not
                  result in a Default;

                           (B)      as of the SDSCR Determination Date, the
                  Historic Semi-Annual SDSCR is greater than 1.625 to 1.00;

                           (C)      the Senior Debt Service Reserve Account is
                  funded in an amount equal to the Senior Debt Service Reserve
                  Amount;

                           (D)      the Senior Debt Service Account is funded in
                  an amount equal to the Required Amount;

                                       47


                           (E)      with respect to the Subordinated Loans or
                  Replacement Subordinated Debt, if applicable, Borrower may
                  make interest payments only; no portion of any principal
                  amount of the Subordinated Loans or Replacement Subordinated
                  Debt may be paid while any portion of the Senior Debt is
                  outstanding;

                           (F)      with respect to distributions to Equity
                  Investors, all current period interest and all capitalized
                  interest due and payable with respect to the Subordinated
                  Loans or Replacement Subordinated Debt, if applicable, must be
                  satisfied prior to making any distributions to the Equity
                  Investors in respect of their Equity Interests in Borrower.

         (k)      [Intentionally Omitted]

         (l)      Environmental Violations. Store, transport or dispose of, or
permit any of its Subsidiaries to store, transport or dispose of, any Hazardous
Material on or from any site owned or leased by the Borrower or any such
Subsidiary, if such storage, transport or disposal could reasonably be expected
to have a Material Adverse Effect.

         (m)      Dividend and Other Payment Restrictions. Permit any of its
Subsidiaries to create or enter into any restriction on their ability to pay
dividends or make other distributions with respect to its Equity Interests.

         (n)      Capital Expenditures. Make or incur, or permit any of its
Subsidiaries to make or incur, any Capital Expenditure in excess of 125% of the
annual amounts set forth in the Financial Model with respect to Capital
Expenditures without the consent of the Administrative Agent which consent shall
not be unreasonably withheld or delayed. In addition, the unused portion of any
amounts allocated to Capital Expenditures under the Financial Model for any year
shall be carried forward to the next succeeding year and shall increase the
amounts allocated to Capital Expenditures under the Financial Model in such
succeeding year by any such amount.

         (o)      Outside Date. The Borrower shall not extend or modify the
Outside Date without the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld or delayed.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

         6.01     Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

         (a)      Borrower shall fail to pay any principal or any interest on
     any Advance or make any other payment of other amounts payable under the
     Loan Documents, in each case, within five Business Days after the same
     becomes due and payable; or

         (b)      Any representation or warranty made or deemed made by any Loan
     Party under any Loan Document to which it is a party (other than in
     connection with Section 5.01(s)) shall prove to have been incorrect in any
     material respect when made or deemed

                                       48


     made; provided that if such representation or warranty is susceptible of
     cure, it shall not constitute an "Event of Default" unless it is not cured
     within 60 days after the Borrower acquires actual knowledge thereof; or

         (c)      Except as provided in (a) and (b) above, if any Loan Party
     shall fail to perform or observe any term, covenant or agreement contained
     any Loan Document to which it is a party (other than in connection with
     Section 5.01(s)), if such failure shall remain unremedied for thirty (30)
     days after written notice thereof shall have been given to Borrower by the
     Administrative Agent or any Lender unless such failure can not be cured
     within such thirty (30) days and Borrower has commenced such cure within
     said thirty (30) days and thereafter diligently pursues such cure to
     completion which shall occur no later than 60 days from the date of the
     written notice; or

         (d)      Any event shall occur or condition shall exist under any
     agreement or instrument relating to any Debt of the Borrower or any of its
     Subsidiaries and shall continue after the applicable grace period, if any,
     specified in the agreement or instrument relating to such Debt, if the
     effect of such event or condition is to cause the acceleration of the
     maturity of such Debt; or any such Debt shall be declared to be due and
     payable, or required to be prepaid or redeemed (other than by a regularly
     scheduled required prepayment or redemption), purchased or defeased, or an
     offer to prepay, redeem, purchase or defease such Debt shall be required to
     be made, in each case prior to the stated maturity thereof; or any payment
     required under any such Debt shall not be made when due (after the
     expiration of applicable grace periods thereunder); or

         (e)      The Borrower or any of the other Loan Parties shall generally
     not pay its debts as such debts become due, or shall admit in writing its
     inability to pay its debts generally, or shall make a general assignment
     for the benefit of creditors; or any proceeding shall be instituted by or
     against the Borrower or any of the other Loan Parties seeking to adjudicate
     it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property and, in
     the case of any such proceeding instituted against it (but not instituted
     by it), either such proceeding shall remain undismissed or unstayed for a
     period of 60 days, or any of the actions sought in such proceeding
     (including, without limitation, the entry of an order for relief against,
     or the appointment of a receiver, trustee, custodian or other similar
     official for, it or for any substantial part of its property) shall occur;
     or the Borrower or any other Loan Party shall take any corporate action to
     authorize any of the actions set forth above in this subsection (e); or

         (f)      Any judgment or order for the payment of money in excess of
     US$200,000 shall be rendered against the Borrower or any of its
     Subsidiaries and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order or (ii) there shall
     be any period of 30 consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect; provided, however, that any such judgment or order shall

                                       49


     not be an "Event of Default" under this Section 6.01 (f) if and for so long
     as the amount of such judgment or order is covered by a valid and binding
     policy of insurance between the defendant and the insurer covering payment
     thereof; or

         (g)      Any Collateral Document after delivery thereof shall for any
     reason (other than pursuant to the terms thereof) cease to create a valid
     and perfected first priority lien on and security interest in the
     Collateral purported to be covered thereby; or

         (h)      Any material provision of any of the Loan Documents shall be
     canceled, terminated, declared by a competent court having jurisdiction to
     be null and void or shall otherwise cease to be valid and binding, or the
     Borrower or any other Loan Party shall deny any further liability or
     obligation thereunder; or

         (i)      The Borrower or any of its ERISA Affiliates shall incur, or
     shall be reasonably likely to incur liability which individually or in the
     aggregate could reasonably likely have a Material Adverse Effect as a
     result of one or more of the following: (i) the occurrence of any ERISA
     Event; or (ii) the occurrence of a non-exempt prohibited transaction; or

         (j)      A default, breach, non-compliance, loss, termination,
     abandonment or adverse event (in each case after giving effect to any
     applicable notice and cure periods and provided that any such delivery of
     such notice in and of itself shall not be deemed to be an "event" for
     purposes of this Section 6.01(j)) with respect to any Material Contract if
     such default, breach, non-compliance, loss, termination, abandonment or
     adverse event could be reasonably expected to have a Material Adverse
     Effect and, if susceptible of cure or remedy, remains unremedied for thirty
     (30) days after written notice thereof shall have been given to Borrower by
     the Administrative Agent or any Lender unless such default, breach,
     non-compliance, loss, termination, abandonment or event cannot be cured
     within such thirty (30) days and Borrower has commenced such cure within
     said thirty (30) days and thereafter diligently pursues such cure to
     completion which shall occur no later than 60 days from the date of the
     written notice; or

         (k)      The Equity Investors and/or its Affiliates fail to maintain at
     least a 51% direct or indirect ownership interest in Borrower or a Majority
     Control over the Borrower, if such failure shall remain unremedied for
     thirty (30) days after written notice thereof shall have been given to
     Borrower by the Administrative Agent or any Lender unless such failure can
     not be cured within such thirty (30) days and Borrower has commenced such
     cure within said thirty (30) days and thereafter diligently pursues such
     cure to completion which shall occur no later than 60 days from the date of
     the written notice.

         then and in every such event, and at any time thereafter during the
continuance of such Event of Default, the Administrative Agent may, and at the
request of the Required Lenders shall, by written notice to the Borrower and
each Lender, take one or more of the following actions:

(a) reduce the Commitments to zero and (b) declare the Advances to be forthwith
due and payable, whereupon the Advances shall become forthwith due and payable
both as to principal

                                       50


and interest together with all other amounts payable by the Borrower under this
Agreement and the other Loan Documents which may be due or accrued and unpaid,
without presentment, demand, protest or any other notice of any kind, all of
which are expressly waived; provided, however, that if any of the Events of
Default set forth in paragraph (e) of this Section 6.01 shall occur with respect
to the Borrower, then without any notice to the Borrower or any other act by the
Administrative Agent or any other Person (i) the Commitments shall be
immediately reduced to zero and (ii) the Advances shall become forthwith due and
payable, all without presentment, demand, protest or notice of any kind, all of
which are expressly waived. In the event of a declaration by the Administrative
Agent pursuant to clause (b) above, the Administrative Agent may enforce its
rights hereunder and under any other instrument or agreement delivered in
connection herewith and take any other action to which it is entitled hereunder,
thereunder, or by law, whether for the specific performance of any covenant or
agreement contained in this Agreement, in any such instrument or agreement or to
enforce payment as provided herein, therein or by law.

                                   ARTICLE VII
                                    THE AGENT

         7.01     Authorization and Action. Each Lender hereby appoints and
authorizes each Agent to take such action as such Agent on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to such Agent by the expressed terms hereof and
thereof, together with, in the case of the Administrative Agent, such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement or the other Loan Documents, the Agents 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, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that neither Agent shall be required to take any action that
exposes such Agent to liability or that is contrary to this Agreement, the other
Loan Documents or applicable law. In performing its duties under this Agreement
or the other Loan Documents, the Collateral Agent shall be entitled to act or
refrain from acting in accordance with instructions of the Administrative Agent
(and shall be fully protected in so acting or refraining from acting) and such
instructions shall be binding upon all Lenders and all holders of the Notes.
Each Agent agrees to give to each Lender prompt notice of each notice given to
it by the Borrower pursuant to the terms of this Agreement and the other Loan
Documents.

         7.02     Agents' Reliance, Etc. Neither Agent nor any of their
respective shareholders, directors, officers, agents or employees shall be
liable for any action taken, suffered or omitted to be taken by it or them under
or in connection with the preparation, delivery, execution, administration or
amendment of this Agreement and the other Loan Documents, except for its or
their own gross negligence or willful misconduct, as finally determined by a
court of competent jurisdiction. Without limitation of the generality of the
foregoing, each Agent: (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable

                                       51


for any action taken, suffered or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement and the other Loan Documents;
(iv) shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or the
other Loan Documents on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (v) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security interest created or purported to be created under or in connection
with, this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of this Agreement
or the other Loan Documents by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.
In addition to the other rights of the Collateral Agent hereunder, the
Collateral Agent shall have all of the rights, remedies, indemnifications and
protections set forth in the Security Agreement as if those provisions were
included in this Agreement.

         7.03     WestLB and Affiliates. With respect to its Commitment, the
Advance made by it and the Note issued to it, WestLB shall have the same rights
and powers under this Agreement and the other Loan Documents as any other Lender
and may exercise the same as though it were not the Administrative Agent; and
the term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include WestLB in its individual capacity. WestLB and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if WestLB
were not the Administrative Agent and without any duty to account therefor to
the Lenders.

         7.04     Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agents or any other Lender and based
on the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents 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 this Agreement and the other Loan Documents.

         7.05     Indemnification. The Lenders agree to indemnify each Agent and
each of their respective officers, directors, employees, representatives and
agents (each, an "INDEMNIFIED PARTY") (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts of the Notes
then held by each of them (or if no Notes are at the time outstanding or if any
Notes are held by Persons that are not Lenders, ratably according to the
respective amounts of their Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, settlements, injuries (to persons, property or natural
resources) or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising

                                       52


out of this Agreement and the other Loan Documents or any action taken, suffered
or omitted by such Indemnified Party under this Agreement and the other Loan
Documents (collectively, the "INDEMNIFIED COSTS"), provided that no Lender shall
be liable for any portion of the Indemnified Costs resulting from such
Indemnified Party's gross negligence or willful misconduct, as finally
determined by a court of competent jurisdiction. Without limitation of the
foregoing, each Lender agrees to reimburse each Indemnified Party promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by such Indemnified Party in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement and the
other Loan Documents, to the extent that such Indemnified Party is not
reimbursed for such expenses by the Borrower. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05
applies whether any such investigation, litigation or proceeding is brought by
the Administrative Agent, any Lender or a third party. The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the
Lenders. Anything to the contrary notwithstanding, in no event shall the
Collateral Agent be liable for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including but not limited to
lost profits) arising out of this Agreement or the other Loan Documents, even if
the Collateral Agent has been advised of the likelihood of such loss or damage.
The obligations of the Lenders contained in this Section 7.05 shall survive the
termination of this Agreement and the earlier resignation or removal of the
Collateral Agent.

         7.06     Successor Agents. Each Agent may resign from its role as Agent
under this Agreement and the other Loan Documents at any time by giving written
notice thereof to the Lenders, the other Agent and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a Person organized under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least US$250,000,000. Upon the acceptance of
any appointment as Agent by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.01     Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Note or any other Loan Document to which the Borrower is a
party, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders (and by the Borrower, if an amendment to this Agreement, the
Note or any other Loan Document) and then such waiver or

                                       53


consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) increase the Commitments of the Lenders or subject the Lenders to
any additional obligation, (b) reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, (d) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Notes, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder, (e) release any material portion of the Collateral or (f) amend this
Section 8.01; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or any Note and provided further that
no amendment, waiver or consent shall, unless in writing and signed by the
Collateral Agent, affect the rights, indemnification or duties of the Collateral
Agent under this Agreement or any Note.

         8.02     Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including facsimile communication) and mailed
- - return receipt requested or delivered by a nationally recognized courier
service, if to the Borrower, at its address at c/o Macquarie North America Ltd.,
8th Floor, 121 King Street West, Toronto, Canada M5H 3T9, Attention: Andrew
Sims, Associate Director with a copy to Hogan & Hartson, LP, 551 Fifth Avenue,
New York, New York 10176 Attention: Stephen Kay, Telecopier (212) 697-6686; if
to any Initial Lender, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it became a
Lender; if to the Administrative Agent, at its address at 1211 Avenue of the
Americas, New York, New York 10036, Attention: Global Structured
Finance/Infrastructure with a copy to Gibson, Dunn & Crutcher LLP, 200 Park
Avenue, New York, New York 10166 Attention: Ignacion Foncillas, Telecopier (212)
351-5223; and if to the Collateral Agent, at its address at c/o Citibank Agency
& Trust Services, 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Agency and Trust Department, Telecopier (212) 657-3862 or, as to the
Borrower or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, delivered by a nationally recognized
courier service or faxed, be effective (i) when mailed, five Business Days after
deposit in the mail, (ii) when delivered by a nationally recognized courier
service, two Business Days after delivery to such courier and (iii) when faxed,
when dispatched with a confirmed transmission report, respectively, except that
notices and communications to the Administrative Agent pursuant to Article II,
III or VII shall not be effective until actually received by the Agent and all
notices to the Collateral Agent shall not be deemed received unless and until
the Collateral Agent has actually received such notice. Delivery by facsimile of
an executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as of delivery of a manually executed counterpart
thereof.

         8.03     No Waiver; Remedies. No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any

                                       54


Notes shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         8.04     Costs and Expenses. (a) The Borrower agrees to pay, on the
earlier of (i) the date of the Advances or (ii) the termination of this
Agreement, all reasonable out-of-pocket costs and expenses of the Agents in
connection with the preparation, execution and delivery of this Agreement, the
Notes, the other Loan Documents and the other documents to be delivered
hereunder based upon written statements evidencing such costs and expenses;
provided that with respect to the Administrative Agent such costs and expenses
shall be limited to US$175,000 if the date of the Advances has occurred on or
before October 17, 2002. The Borrower further agrees to pay on demand all
reasonable costs and expenses of each Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
and any amendment or waiver hereof requested by the Borrower, including, without
limitation, reasonable fees and expenses of counsel for such Agent in connection
with the enforcement of rights under this Section 8.04(a).

         (b)      The Borrower agrees to indemnify and hold harmless each Agent
and each Lender and each of their respective Affiliates, officers, directors,
employees, agents and advisors (each, an "INDEMNIFIED PARTY") from and against
any and all claims, damages, losses, injuries (to persons, property or natural
resources), liabilities and expenses (including, without limitation, reasonable
fees and expenses of counsel which shall include only one counsel, which counsel
shall be counsel selected by, and counsel for, the Administrative Agent, unless
(i) any of the other Indemnified Parties shall reasonably determine that a
conflict of interest exists such that counsel for the Administrative Agent is
precluded by applicable requirements of law or by standards of conduct from
representing the Administrative Agent and the other Indemnified Parties as a
group, in which case the Borrower hereby agrees to pay, upon demand, all
reasonable and properly documented out-of-pocket fees and expenses of the
minimum number of counsel necessary in the reasonable judgment of the
Indemnified Parties to provide the Administrative Agent and each other
Indemnified Party with appropriate legal representation in connection with the
enforcement of their respective rights under this Agreement and the other Loan
Documents) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
(i) the Loan Documents, any of the transactions contemplated therein, or the
actual or proposed use of the proceeds of the Advances or (ii) the actual or
alleged presence of Hazardous Materials resulting from the acts or omissions of
the Borrower on any property owned or leased (as lessor or lessee) or otherwise
occupied or used by the Borrower or any of its Affiliates or any Environmental
Action relating in any way to the Borrower or any of its Affiliates, except to
the extent such claim, damage, loss, liability or expense results from such
Indemnified Party's gross negligence or willful misconduct, as determined in a
final, non-appealable judgment by a court of competent jurisdiction. In the case
of an investigation, litigation, or other proceeding to which the indemnity in
this Section 8.04(b) applies, such indemnity shall be effective whether or not
the transactions contemplated hereby are consummated. Promptly after receipt by
an Indemnified Party of notice of the commencement of any action or proceeding
involving a claim referred to above, such Indemnified Party shall (a),

                                       55


promptly give notice to Borrower of the commencement of such action or
proceeding; provided, however, that the failure of such Indemnified Party to
give such notice shall not (i) relieve Borrower of its obligations under this
subsection (b), unless and to the extent that such failure results in the
forfeiture of rights or defenses and Borrower incurs an increased obligation to
such Indemnified Party on account of such failure, and (ii) in any event relieve
Borrower from any liability with respect to such Indemnified Party which
Borrower may have otherwise on account of this Agreement or any other Loan
Document.

         (c)      If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.07, acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.

         (d)      Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in Sections 2.09, 2.12 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Note, the
termination of this Agreement and the earlier resignation or removal of the
Collateral Agent.

         8.05     Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request specified
by Section 6.01 to authorize the Administrative Agent to declare the Notes due
and payable pursuant to the provisions of Section 6.01, each Lender 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 indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.

         8.06     Binding Effect. This Agreement shall become effective (other
than Section 2.01, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been executed
by the Borrower and each of the Agents and when the Administrative Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, each Agent and each Lender and their respective successors and
assigns.

                                       56


         8.07     Assignments and Participations.

         (a)      Each Lender may assign to one or more Persons all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of the Advance owing to it and the Note held by
it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the Advance
of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than US$5,000,000, (iii) each such
assignment shall be to an Eligible Assignee, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment, (v) the assigning Lender shall pay to
the Administrative Agent an assignment fee of US$3,500 and (vi) no assignment
maybe made prior to the making of the Advances. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

         (b)      By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished hereto; (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administration Agent, such assigning
Lender 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 this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated
to the

                                       57


Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

         (c)      The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "REGISTER"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, each Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         (d)      Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto.

         (e)      The Borrower may not assign any portion of its rights and
obligations under this Agreement or under any other Loan Document.

         (f)      Subject to the receipt of the prior written consent of the
Borrower, which shall not be unreasonably withheld (unless an Event of Default
has occurred and is continuing, in which case such consent shall not be
required), each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, all or a portion of the Advance owing
to it and the Note); provided, however, that (i) such Lender's obligations under
this Agreement and the other Loan Documents (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) each
participation shall be in amount not less than $5,000,000, (iii) such Lender
shall remain solely responsible to the other parties hereto and thereto for the
performance of such obligations, (iv) such Lender shall remain the holder of its
Note for all purposes of this Agreement, (v) the Borrower, the Agents 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

                                       58


Agreement, (vi) no participant under any such participation shall have any right
to approve or consent to any amendment or waiver of any provision of this
Agreement or any Note or any other Loan Document, or any consent to any
departure by the Borrower therefrom, except for any such amendment, waiver or
consent described in the first proviso in Section 8.01 and (vii) no Lender may
sell participations prior to the making of the Advances.

         (g)      Subject to the receipt of the prior written consent of the
Borrower, which shall not be unreasonably withheld, any Lender may, in
connection with any assignment, participation, proposed assignment or proposed
participation pursuant to this Section 8.07, disclose to the assignee,
participant, proposed assignee or proposed participant any information relating
to the Borrower or its Subsidiaries furnished to such Lender by or on behalf of
the Borrower; provided that, prior to any such disclosure, the assignee,
participant, proposed assignee or proposed participant shall agree to preserve
the confidentiality of any Confidential Information relating to the Borrower or
its Subsidiaries received by it from such Lender.

         (h)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Advances owing to it and the Note held by
it) in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.

         8.08     Confidentiality. Neither the Administrative Agent, the
Collateral Agent nor any Lender shall disclose any Confidential Information to
any other Person without the consent of the Borrower, other than (a) to the
Administrative Agent's, the Collateral Agent's or such Lender's Affiliates and
their officers, directors, employees, agents and advisors and, as contemplated
by Section 8.07(g), to actual or prospective assignees and participants, and
then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process and (c) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking.

         8.09     Governing Law. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York,
excluding (to the fullest extent a New York court would permit) any rule of law
that would cause application of the laws of any jurisdiction other than the
State of New York.

         8.10     Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.

         8.11     Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the

                                       59


parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court 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 any party may otherwise have to bring any
action or proceeding relating to this Agreement or the Notes in the courts of
any jurisdiction.

         (b)      Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that 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 or the Notes
in any New York State or federal court. 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)      The Borrower hereby irrevocably appoints Corporation Services
Company (the "Process Agent," which has consented thereto) with offices on the
date hereof at 1177 Avenue of the Americas, New York, New York 10036, as Process
Agent to receive for and on behalf of the Borrower service of process in the
County of New York relating to this Agreement. SERVICE OF PROCESS IN ANY ACTION
OR PROCEEDING AGAINST BORROWER MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE
PROVIDED FOR UNDER APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE
PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND
ON BEHALF OF THE BORROWER AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH
SERVICE UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE
BORROWER, SUFFICIENT FOR PERSONAL JURISDICTION, 10 DAYS AFTER MAILING, AND SHALL
BE LEGAL AND BINDING UPON THE BORROWER FOR ALL PURPOSES, NOTWITHSTANDING ANY
FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE
BORROWER, OR ANY FAILURE ON THE PART OF THE BORROWER TO RECEIVE THE SAME.
Borrower confirms that it has instructed the Process Agent to mail to the
Borrower, upon service of process being made on the Process Agent pursuant to
this Section, a copy of the summons and complaint or other legal process served
upon it, by registered mail, return receipt requested, at the Borrower's address
set forth in Section 8.02 of the Credit Agreement, or to such other address as
the Borrower may notify the Process Agent in writing. Borrower agrees that it
will at all times maintain a process agent to receive service of process in the
County of New York on its behalf with respect to this Agreement. If for any
reason the Process Agent or any successor thereto shall no longer serve as such
process agent or shall have changed its address without notification thereof to
the Agents, the Borrower, immediately after gaining knowledge thereof,
irrevocably shall appoint a substitute process agent acceptable to the Agents in
the County of New York and advise the Agents thereof. Nothing contained in this
Section shall preclude any Secured Party from bringing any action or proceeding
arising out of or relating to this Agreement in the courts of any place where
Borrower or any of its assets may be found or located. TO THE EXTENT PERMITTED
BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, BORROWER HEREBY

                                       60


IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES,
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING, THE JURISDICTION OF ANY OTHER COURT
OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PARTY'S PRESENT OR FUTURE
DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

         8.12     Waiver of Jury Trial. Each of the Borrower, the Administrative
Agent, the Collateral Agent and each Lender hereby irrevocably waives all right
to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Note or any other Loan Document or the actions of such Lender in the
negotiation, administration, performance or enforcement thereof.

         8.13     Non-Recourse. The recourse of each of the Lenders, the
Administrative Agent and the Collateral Agent under or in connection with this
Agreement and the other Loan Documents shall be solely against the Borrower, the
Collateral and the Grantors and each of the Lenders, the Administrative Agent
and the Collateral Agent agrees that Macquarie Aviation North America, Inc., the
other Affiliates of the Loan Parties other than the Subsidiaries of Borrower
(other than Macquarie Aviation North America, Inc.), and the Equity Investors
shall have no liability under this Agreement or the other Loan Documents and
hereby waive any claim against (a) Macquarie Aviation North America, Inc., (b)
any other Affiliates of the Loan Parties other than the Subsidiaries of Borrower
(other than Macquarie Aviation North America, Inc.), (c) the Equity Investors,
and (d) any manager, director, officer, representative, agent, advisor (unless
such advisor has consented to or agreed that the Agents or the Lenders may rely
on any document, information, report, oral or written advice given or produced
by such advisor even if such document, information, report, oral or written
advice has not been originally intended for the Agent or the Lenders) or
employee of the Loan Parties, any of its Affiliates and of the Equity Investors
(each, a "NON-RECOURSE PARTY") for any liability under or in connection with
this Agreement or any other Loan Document, or any of the transactions
contemplated hereby or thereby, by operation of law or otherwise, to the extent
arising in connection with any breach or default, or alleged breach or default,
under the Loan Documents or any instrument or document provided thereunder,
except to the extent the same is enforced against any Non-Recourse Party only
with respect to its obligations under any Loan Document to which it is a direct
party. The foregoing acknowledgement, waiver and agreement shall be enforceable
by the Borrower, its Affiliates and Equity Investors.

         8.14     Capacity of Trustees.

         (a)      Lenders, Administrative Agent and Collateral Agent acknowledge
and agree that (i) Macquarie Specialised Asset Management Limited has agreed to
provide security for the Senior Debt only in its capacity as Trustee of
Macquarie Global Infrastructure Fund A and (ii) Macquarie Specialised Asset
Management 2 Limited has agreed to provide security for the Senior Debt only in
its capacity as Trustee of Macquarie Global Infrastructure Fund B and in no
other capacities. The Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that any liability arising under or in connection with the
Senior Debt and/or the Loan Documents is limited to and can be enforced against
Macquarie Specialised Asset Management Limited and Macquarie Specialised Asset
Management 2 Limited (collectively, the "Trustees") only to the extent to which
it can be satisfied out of the property of Macquarie Global

                                       61


Infrastructure Fund A and Macquarie Global Infrastructure Fund B (collectively,
the "Trusts"), respectively, out of which the Trustees are actually indemnified
for their liability. Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that this limitation of the Trustees' liability applies
despite any other provision of any of the Loan Documents and extends to all
liabilities and obligations of the Trustees in any way connected with any
representation, warranty, conduct, omission, agreement or transaction related to
the Senior Debt.

         (b)      Lenders, Administrative Agent and Collateral Agent acknowledge
and agree that it may not sue the Trustees in any capacity other than as
Trustees of the respective Trusts, including seeking the appointment of a
receiver (except in relation to property of the respective Trusts), a
liquidator, an administrator or any similar person to the Trustees or prove in
any liquidation, administration or arrangement of or affecting the Trustees
(except in relation to property of the respective Trusts).

         (c)      The Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that the provisions of this Section 8.14 shall not apply
to any obligation or liability of the Trustees to the extent that it is not
satisfied because under the trust deeds establishing the respective Trusts or by
operation of law there is a reduction in the extent of the Trustees'
indemnification out of the assets of the respective Trusts, as a result of the
respective Trustees' fraud, negligence or breach of trust.

                                       62


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                         MACQUARIE AIRPORTS NORTH
                                         AMERICA INC.

                                         By: /s/ Murray Bleach
                                             ___________________________________
                                             Name: Murray Bleach
                                             Title: President

                                         WESTDEUTSCHE LANDESBANK GIROZENTRALE,

                                         as Administrative Agent

                                         By: /s/ Andrew B. Stein
                                             ___________________________________
                                             Name: Andrew B. Stein
                                             Title: Managing Director

                                         By: /s/ Javier V. Diaz
                                             ___________________________________
                                             Name: Javier V. Diaz
                                             Title: Associate Director

                                         CITIBANK, N.A.,

                                         not in its individual capacity,
                                          but solely as Collateral Agent

                                         By: /s/ Jenny Cheng
                                             ___________________________________
                                             Name: Jenny Cheng
                                             Title: Vice President

                                         By: ___________________________________
                                             Name:
                                             Title:

                                       63


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated November
05, 2002, among MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation
(the "BORROWER"), WESTLB AG, formerly known as "Westdeutsche Landesbank
Girozentrale" ("WESTLB"), as Initial Lender and Administrative Agent, and
CITIBANK, N.A. ("CITIBANK"), not in its individual capacity, but solely as
Collateral Agent (the "COLLATERAL AGENT") for the Secured Parties, amending the
Credit Agreement, dated as of July 29, 2002, among the Borrower, WestLB as
Initial Lender and as Administrative Agent, and the Collateral Agent (as amended
hereby and as further amended, supplemented or otherwise modified from time to
time after the date hereof, the "Credit Agreement", terms defined therein and
not otherwise defined herein being used herein as therein defined).

                                   WITNESSETH:

         WHEREAS, the parties hereto wish to amend the Credit Agreement on the
terms and conditions contained herein.

         NOW THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto hereby agree as follows:

         SECTION 1. Certain Defined Terms: The term "Exempt Accounts" shall be
added to Section 1.01 of the Credit Agreement after the definition of the term
"Excess Cash Flow", and shall be defined as follows:

         "EXEMPT ACCOUNTS" has the meaning specified in the Security Agreement.
For purposes of the Loan Documents, any funds held or deposited into any of the
Exempt Accounts shall not be counted or taken into account for purposes of
calculating any ratio under the Loan Documents.

         SECTION 2. Amendment to Section 5.02(j) of the Credit Agreement: A
final new paragraph shall be added to Section 5.02(j) of the Credit Agreement
after subsection 5.02(j)(F) as follows:

         "provided, however, that payments from an Exempt Account shall not be
considered a Restricted Payment if the source of funds being distributed from
such Exempt Account was either (i) directly from an Equity Investor or a
Subordinated Lender in an amount in excess of the Initial Funding or (ii) from
another account of the Borrower or one of its Subsidiaries, provided that, at
the time that such amount was transferred into the Exempt Account, such transfer
constituted a Restricted Payment permitted by this Section 5.02(j) and the
Security Agreement."

                                       1


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

                                   MACQUARIE AIRPORTS NORTH
                                   AMERICA INC.

                                   By: /s/ Gregory Osborne
                                       ___________________________________
                                       Name: Gregory Osborne
                                       Title: Director

                                   WESTLB AG,

                                   as Initial Lender and Administrative Agent

                                   By: /s/ Javier Diaz
                                       ___________________________________
                                       Name: Javier Diaz
                                       Title: Associate Director

                                   By: /s/ Bruce F. Davidson
                                       ___________________________________
                                       Name: Bruce F. Davidson
                                       Title: Associate Director

                                   CITIBANK, N.A.,

                                   not in its individual capacity, but solely as
                                   Collateral Agent

                                   By: /s/ Donna Marie White
                                       ___________________________________
                                       Name: Donna Marie White
                                       Title: Assistant Vice President

                                   By: ___________________________________
                                       Name:
                                       Title:

                                       2


                          AMENDMENT TO CREDIT AGREEMENT

      AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated June 27, 2005,
among MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation (the
"Borrower"), WestLB AG, formerly known as Westdeutsche Landesbank Girozentrale"
("WESTLB"), as Initial Lender and Administrative Agent, and CITIBANK, N.A.
("CITIBANK"), not in its individual capacity, but solely as Collateral Agent
(the "COLLATERAL AGENT") for the Secured Parties, amending the Credit Agreement,
dated as of July 29, 2002, among the Borrower, WestLB as Initial Lender and as
Administrative Agent, and the Collateral Agent (as previously amended, as
amended amended hereby and as further amended, supplemented or otherwise
modified from time to time after the date hereof, the "Credit Agreement", terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                                   WITNESSETH:

      WHEREAS, the parties hereto wish to amend the Credit Agreement on the
terms and conditions contained herein.

      NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto hereby agree as follows:

      1. The definition of "Equity Investors" as set forth in Section 1.01 is
hereby amended and restated to read in its entirety, as follows:

            "Equity Investors" means Macquarie FBO Holdings LLC, a Delaware
      limited liability company.

        [The remainder of this page has intentionally been left in blank]



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

                                    MACQUARIE AIRPORTS NORTH AMERICA INC.

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

                                    WESTLB AG
                                    as Initial Lender and Administrative Agent

                                    By: /s/ Michael Sassos
                                        ---------------------------
                                        Name: Michael Sassos
                                        Title: Director

                                    By: /s/ Clifford Kim
                                        --------------------------------
                                        Name: Clifford Kim
                                        Title: Associate Director

                                    CITIBANK, N.A.
                                    Not in its individual capacity, but solely
                                    as Collateral Agent

                                    By: /s/ Fernando Moreyra
                                        ---------------------------------
                                        Name: Fernando Moreyra
                                        Title: Assistant Vice President

                                    By: /s/ Jenny Cheng
                                        ----------------------------
                                        Name: JENNY CHENG
                                        Title: Vice President

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Peter Stokes, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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(s) 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 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) 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

c) 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(s) 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: August 10, 2005

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, David Mitchell, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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(s) 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 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) 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

c) 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(s) 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: August 10, 2005

/s/ David Mitchell

David Mitchell

Chief Financial Officer

EX-32.1

Exhibit 32.1

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 Quarterly Report of Macquarie Infrastructure Company Trust (the “Trust”) and Macquarie Infrastructure Company LLC (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Stokes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(b) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust and the Company.

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

August 10, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

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 Quarterly Report of Macquarie Infrastructure Company Trust (the “Trust”) and Macquarie Infrastructure Company LLC (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Mitchell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(b) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust and the Company.

/s/ David Mitchell

David Mitchell

Chief Financial Officer

August 10, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.