10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

^{______________}

FORM 10-Q

^{______________}

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

For the Quarterly Period Ended March 31, 2007

OR

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

For the Transition Period from _______ to ________                   

^{______________}

^{Commission File Number 001-32385}

MACQUARIE INFRASTRUCTURE COMPANY TRUST

^{(Exact Name of Registrant as Specified in its Charter)}

Delaware	20-6196808
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

^{______________}

^{Commission File Number 001-32384}

MACQUARIE INFRASTRUCTURE COMPANY LLC

^{(Exact Name of Registrant as Specified in its Charter)}

Delaware	43-2052503
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

^{______________}

125 West 55th Street
New York, New York 10019

(Address of Principal Executive Offices)(Zip Code)

(212) 231-1000

(Registrant’s Telephone Number, Including Area Code)

^{______________}

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report):
N/A

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 ý  No ¨

Indicate by check mark whether the registrants are collectively a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Yes ¨  No ý

Large Accelerated Filer ¨ Accelerated Filer ý Non-accelerated Filer ¨

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

There were 37,562,165 shares of trust stock without par value outstanding at May 1, 2007.

MACQUARIE INFRASTRUCTURE COMPANY TRUST

TABLE OF CONTENTS

	Part I. Financial Information
Item 1.	Financial Statements	1
	Consolidated Condensed Balance Sheets as of March 31, 2007 (Unaudited) and December 31, 2006	1
	Consolidated Condensed Statements of Income for the Quarters Ended March 31, 2007 and 2006 (Unaudited)	3
	Consolidated Condensed Statements of Cash Flows for the Quarters Ended March 31, 2007 and 2006 (Unaudited)	4
	Notes to Consolidated Condensed Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	38
Item 4.	Controls and Procedures	38
	Part II. Other Information
Item 1.	Legal Proceedings	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Submission of Matters to a Vote of Security Holders	39
Item 5.	Other Information	39
Item 6.	Exhibits	39

Investments in Macquarie Infrastructure Company Trust are not deposits with or other liabilities of Macquarie Bank Limited or any of 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED BALANCE SHEETS
As of March 31, 2007 and December 31, 2006
($ in thousands, except share amounts)

	March 31, 2007		December 31, 2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	146,404	$	37,388
Restricted cash		957		1,216
Accounts receivable, less allowance for doubtful accounts of $1,447 and $1,435, respectively		62,771		56,785
Dividends receivable		7,000		7,000
Other receivables		900		87,973
Inventories		13,634		12,793
Prepaid expenses		7,813		6,887
Deferred income taxes		2,411		2,411
Income tax receivable		—		2,913
Other		12,034		15,600
Total current assets		253,924		230,966
Property, equipment, land and leasehold improvements, net		526,262		522,759
Restricted cash		22,915		23,666
Equipment lease receivables		40,712		41,305
Investment in unconsolidated business		236,103		239,632
Goodwill		486,476		485,986
Intangible assets, net		519,844		526,759
Deposits and deferred costs on acquisitions		1,785		579
Deferred financing costs, net of accumulated amortization		19,472		20,875
Fair value of derivative instruments		2,093		2,252
Other		2,303		2,754
Total assets	$	2,111,889	$	2,097,533
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Due to manager	$	5,422	$	4,284
Accounts payable		34,595		29,819
Accrued expenses		20,831		19,780
Current portion of notes payable and capital leases		7,107		4,683
Current portion of long-term debt		3,754		3,754
Distributions payable		21,410		—
Fair value of derivative instruments		1,434		3,286
Other		8,390		6,533
Total current liabilities		102,943		72,139

See accompanying notes to the consolidated condensed financial statements.

1

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED BALANCE SHEETS – (continued)
As of March 31, 2007 and December 31, 2006
($ in thousands, except share amounts)

	March 31, 2007		December 31, 2006
	(unaudited)
Capital leases and notes payable, net of current portion		2,727		3,135
Long-term debt, net of current portion		960,867		959,906
Deferred income taxes		158,641		163,923
Fair value of derivative instruments		3,757		453
Other		26,202		25,371
Total liabilities		1,255,137		1,224,927
Minority interests		7,888		8,181
Stockholders’ equity:
Trust stock, no par value; 500,000,000 authorized; 37,562,165 shares issued and outstanding at March 31, 2007 and December 31, 2006		850,338		864,233
Accumulated other comprehensive (loss) income		(1,474)		192
Accumulated earnings		—		—
Total stockholders’ equity		848,864		864,425
Total liabilities and stockholders’ equity	$	2,111,889	$	2,097,533

See accompanying notes to the consolidated condensed financial statements.

2

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
For the Quarters Ended March 31, 2007 and 2006
(Unaudited)
(in thousands, except share and per share data)

	Quarter Ended
	March 31, 2007			March 31, 2006
Revenues
Revenue from product sales	$	110,648		$	41,992
Service revenue		57,086			42,904
Financing and equipment lease income		1,248			1,298
Total revenue		168,982			86,194
Costs and expenses
Cost of product sales		70,484			25,269
Cost of services		23,342			21,032
Selling, general and administrative		38,978			23,950
Fees to manager		5,561			6,478
Depreciation		3,891			1,710
Amortization of intangibles		6,928			3,446
Total operating expenses		149,184			81,885
Operating income		19,798			4,309
Other income (expense)
Dividend income		—			2,651
Interest income		1,459			1,702
Interest expense		(17,566	)		(15,663	)
Equity in earnings and amortization charges of investees		3,465			2,453
(Loss) gain on derivative instruments		(477	)		13,686
Other expense, net		(916	)		(178	)
Net income before income taxes and minority interests		5,763			8,960
Benefit (provision) for income taxes		2,045			(1,393	)
Net income before minority interests		7,808			7,567
Minority interests		(69	)		6
Net income	$	7,877		$	7,561
Basic earnings per share:	$	0.21		$	0.28
Weighted average number of shares of trust stock outstanding: basic		37,562,165			27,050,745
Diluted earnings per share:	$	0.21		$	0.28
Weighted average number of shares of trust stock outstanding: diluted		37,579,034			27,066,618
Cash dividends declared per share	$	0.57		$	0.50

See accompanying notes to the consolidated condensed financial statements.

3

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Quarters Ended March 31, 2007 and 2006
(Unaudited)
($ in thousands)

	Quarter Ended
	March 31, 2007			March 31, 2006
Operating activities
Net income	$	7,877		$	7,561
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		6,357			3,998
Amortization of intangible assets		6,928			3,446
Loss on disposal of equipment		1			44
Equity in earnings and amortization charges of investee		(3,465	)		(2,453	)
Equity distribution from investee		3,465			2,397
Amortization of finance charges		1,451			720
Noncash derivative gain, net of noncash interest expense		(1,093	)		(9,453	)
Performance fees to be settled in stock		957			4,134
Directors' fees to be settled in stock		113			113
Accretion of asset retirement obligation		59			55
Equipment lease receivable, net		708			436
Deferred rent		640			583
Deferred revenue		131			92
Deferred taxes		(3,020	)		(1,701	)
Minority interests		(69	)		6
Noncash compensation		10			543
Post retirement obligations		180			29
Other noncash income		(1	)		(8	)
Non-operating transactions relating to foreign investments		2,465			(11	)
Accrued interest expense on subordinated debt – related party		—			249
Changes in other assets and liabilities:
Restricted cash		259			(139	)
Accounts receivable		(4,015	)		(236	)
Dividend receivable		—			(295	)
Inventories		(841	)		371
Prepaid expenses and other current assets		1,371			330
Accounts payable and accrued expenses		3,355			(1,276	)
Income taxes payable		2,838			2,720
Due to manager		181			(225	)
Other		729			(220	)
Net cash provided by operating activities		27,571			11,810
Investing activities
Additional costs of acquisitions and dispositions		(329	)		(33	)
Deposits and deferred costs on future acquisitions		(136	)		(111	)
Proceeds from sale of investment in unconsolidated business		84,977			—
Settlements of non-hedging derivative instruments		(1,631	)		11
Purchases of property and equipment		(7,558	)		(1,490	)
Return on investment in unconsolidated business		3,535			—
Proceeds received on subordinated loan		—			611
Net cash provided by (used in) investing activities		78,858			(1,012	)

See accompanying notes to the consolidated condensed financial statements.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS – (continued)
For the Quarters Ended March 31, 2007 and 2006
(Unaudited)
($ in thousands)

	Quarter Ended
	March 31, 2007			March 31, 2006
Financing activities
Proceeds from long-term debt		1,000			—
Proceeds from line-credit facility		1,750			1,275
Debt financing costs		(54	)		(58	)
Distributions paid to minority shareholders		(224	)		(63	)
Payment of long-term debt		(39	)		(37	)
Restricted cash		751			(79	)
Payment of notes and capital lease obligations		(596	)		(486	)
Net cash provided by financing activities		2,588			552
Effect of exchange rate changes on cash		(1	)		(30	)
Net change in cash and cash equivalents		109,016			11,320
Cash and cash equivalents, beginning of period		37,388			115,163
Cash and cash equivalents, end of period	$	146,404		$	126,483
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Accrued deposits and deferred costs on acquisition, and equity offering costs	$	1,078		$	3,695
Accrued purchases of property and equipment	$	2,393		$	241
Acquisition of property through capital leases	$	30		$	1,669
Taxes paid	$	960		$	290
Interest paid	$	16,131		$	10,263

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, or the Trust, a Delaware statutory trust, was formed on April 13, 2004. Macquarie Infrastructure Company LLC, or the Company, a Delaware limited liability company, was also formed on April 13, 2004. Prior to December 21, 2004, the Trust was a wholly-owned subsidiary of Macquarie Infrastructure Management (USA) Inc., or MIMUSA. MIMUSA, the Company’s Manager, 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. The Company is the operating entity with a Board of Directors and other corporate governance responsibilities generally consistent with that of a Delaware corporation.

The Company owns airport services, gas production and distribution, district energy and airport parking businesses and an interest in a bulk liquid storage terminal business, through the Company’s wholly-owned subsidiary, MIC Inc.

During the year ended December 31, 2006, the Company’s major acquisitions were as follows:

(i)

On May 1, 2006, the Company completed its acquisition of 50% of the shares in IMTT Holdings Inc., the holding company for a bulk liquid storage terminal business operating as International-Matex Tank Terminals, or IMTT.

(ii)

On June 7, 2006, the Company acquired The Gas Company, or TGC, a Hawaii limited liability company that owns and operates the sole regulated synthetic natural gas, or SNG, production and distribution business in Hawaii, and distributes and sells liquefied petroleum gas, or LPG, through unregulated operations.

(iii)

On July 11, 2006, the Company completed the acquisition of 100% of the shares of Trajen Holdings, Inc., or Trajen. Trajen is the holding company for a group of companies, limited liability companies and limited partnerships that own and operate 23 fixed based operations or FBOs at airports in 11 states.

During the year ended December 31, 2006, the Company, through its wholly-owned Delaware limited liability companies, sold its interests in non U.S. businesses. On August 17, 2006, the Company completed the sale of all of its 16.5 million stapled securities of the Macquarie Communications Infrastructure Group (ASX:MCG). On October 2, 2006, the Company sold its 17.5% minority interest in the holding company for South East Water, or SEW, a regulated clean water utility located in the U.K. On December 29, 2006, the Company sold Macquarie Yorkshire Limited, the holding company for its 50% interest in Connect M1-A1 Holdings Limited, which is the indirect holder of the Yorkshire Link toll road concession in the U.K.

There were no acquisitions or dispositions of businesses during the quarter ended March 31, 2007.

2. Basis of Presentation

The accompanying unaudited consolidated condensed 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 notes 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. The preparation of consolidated financial statements in conformity with GAAP requires estimates and assumptions. Management evaluates these estimates and judgments on an ongoing basis. Actual results may differ from the estimates and assumptions used in the financial statements and notes. Operating results for the quarter ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The consolidated balance sheet at December 31, 2006 has been derived from audited financial statements but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

6

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

2. Basis of Presentation – (continued)

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, 2006 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 1, 2007.

3. Adoption of New Accounting Pronouncement

Uncertain Tax Positions

In June 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes. This interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increas ed disclosures. The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recorded a $510,000 increase in the liability for unrecognized tax benefits, which is offset by a reduction of the deferred tax liability of $109,000, resulting in a decrease to the January 1, 2007 retained earnings balance of $401,000. Refer to Note 14, Income Taxes, for additional details.

4. Earnings Per Share

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

	Quarter Ended March 31,
	2007	2006
Weighted average number of shares of trust stock outstanding: basic	37,562,165	27,050,745
Dilutive effect of restricted stock unit grants	16,869	15,873
Weighted average number of shares of trust stock outstanding: diluted	37,579,034	27,066,618

The effect of potentially dilutive shares is calculated by assuming that the restricted stock unit grants issued to the independent directors had been fully converted to shares on the date of grant.

5. Pending Acquisitions

On December 21, 2006, the Company entered into a business purchase agreement and a membership interest purchase agreement to acquire 100% of the interests in entities that own and operate two fixed base operations, or FBOs. The total purchase price is a cash consideration of $85.0 million (subject to working capital adjustments). In addition to the purchase price, it is anticipated that a further $4.5 million will be incurred to cover transaction costs, integration costs and reserve funding. The FBOs are located at Stewart International Airport in New York and Santa Monica Airport in California.

The Company expects to close the transaction through its airport services business. The Company expects to finance the purchase price and the associated transaction and other costs, in part, with $32.5 million of additional term loan borrowings under an expansion of the credit facility at its airport services business. The Company expects to pay the remainder of the purchase price and associated costs with cash on hand. The credit facility will continue to be secured by all of the assets and stock of companies within the airport services business.

Refer to Note 17, Subsequent Events, for details about agreements in relation to pending acquisitions entered subsequent to our balance sheet date.

7

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

6. Property, Equipment, Land and Leasehold Improvements

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

	March 31, 2007			December 31, 2006
Land	$	63,275		$	63,275
Easements		5,624			5,624
Buildings		36,240			35,836
Leasehold and land improvements		167,650			166,490
Machinery and equipment		263,209			259,897
Furniture and fixtures		5,707			5,473
Construction in progress		24,476			20,196
Property held for future use		1,316			1,316
Other		7,854			7,566
		575,351			565,673
Less: Accumulated depreciation		(49,089	)		(42,914	)
Property, equipment, land and leasehold improvements, net	$	526,262		$	522,759

7. Intangible Assets

Intangible assets consist of the following (in thousands):

	Weighted Average Life (Years)	March 31, 2007			December 31, 2006
Contractual arrangements	30.5	$	459,373		$	459,373
Non-compete agreements	2.8		5,035			5,035
Customer relationships	10.1		66,840			66,840
Leasehold rights	12.2		8,359			8,359
Trade names	Indefinite(1)		17,499			17,499
Domain names	Indefinite(2)		2,105			2,092
Technology	5		460			460
			559,671			559,658
Less: Accumulated amortization			(39,827	)		(32,899	)
Intangible assets, net		$	519,844		$	526,759

——————

(1)

Trade names of $2.2 million are being amortized within 1.5 years.

(2)

Domain names of $760,000 are being amortized within 4 years.

8. Long-Term Debt

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

	March 31, 2007		December 31, 2006
Airport services	$	480,000	$	480,000
Gas production and distribution		163,000		162,000
District energy		120,000		120,000
Airport parking		201,621		201,660
		964,621		963,660
Less current portion		3,754		3,754
Long-term portion	$	960,867	$	959,906

8

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

8. Long-Term Debt – (continued)

The Company capitalizes its operating businesses separately using non-recourse, project finance style debt. In addition, it has a credit facility at its subsidiary, MIC Inc., primarily to finance acquisitions and capital expenditures. At March 31, 2007, the Company had no indebtedness outstanding at the MIC LLC, Trust or MIC Inc. level.

The airport services business amended its credit facility in February 2007 to provide for $32.5 million of additional term loan borrowings to partially finance the acquisition of the FBOs located at Stewart International Airport in New York and Santa Monica Airport in California.  The terms of the facility remain the same except that the required minimum adjusted EBITDA increased to $78.2 million for 2007 and $84.1 million for 2008. To hedge the interest commitments under the term loan expansion, MIC Inc. entered into a swap with Macquarie Bank Limited, fixing 100% of the term loan expansion at the following rate:

Start Date	End Date	Rate
March 30, 2007	December 12, 2010	5.2185%

The swap will be transferred to the airport services business at the completion of the acquisition.

9. Derivative Instruments

During 2006, the Company determined that its derivatives did not qualify as hedges for accounting purposes. We revised our summarized quarterly financial information to eliminate hedge accounting treatment resulting in all changes in the fair value of our derivative instruments being taken through earnings.

Effective January 2, 2007, changes in the fair value of interest rate derivatives designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations will be reported in other comprehensive income. Any ineffective portion on the change in the valuation of our derivatives will be taken through earnings, and reported in the (loss) gain on derivative instruments line in the accompanying consolidated condensed statements of income.

10. Comprehensive Income (Loss)

Total comprehensive income for the quarter ended March 31, 2007 was $6.2 million, which is included in the accumulated other comprehensive loss on the Company’s consolidated condensed balance sheet as of March 31, 2007. The difference between net income of $7.9 million for the quarter ended March 31, 2007 and comprehensive income is attributable to an unrealized loss on derivative instruments of $1.7 million.

11. 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.

12. Reportable Segments

The Company’s operations are classified into four reportable business segments: airport services business, gas production and distribution business, district energy business and airport parking business. The gas production and distribution business is a new segment starting in the second quarter of 2006. All of the business segments are managed separately.

9

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

12. Reportable Segments – (continued)

The Company completed its acquisition of a 50% interest in IMTT on May 1, 2006. For the quarter ended March 31, 2007, IMTT’s revenue, gross profit, depreciation and amortization, and capital expenditures were $73.8  million, $30.9 million, $8.5 million and $33.9 million, respectively. At March 31, 2007, IMTT’s total property, plant and equipment and total assets were $569.2 million and $657.3 million, respectively. In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, IMTT does not meet the definition of a reportable segment because it is an equity-method investee of the Company.

The airport services business reportable segment principally derives income from fuel sales and from airport services. Airport services revenue includes fuel related services, de-icing, aircraft parking, airport management and other aviation services. All of the revenue of the airport services business is derived in the United States. The airport services business operates 40 FBOs and one heliport and manages six airports under management contracts as of March 31, 2007.

The revenue from the gas production and distribution business reportable segment is included in revenue from product sales and includes distribution and sales of SNG and LPG. Revenue is primarily a function of the volume of SNG and LPG consumed by customers and the price per thermal unit or gallon charged to customers. Because both SNG and LPG are derived from petroleum, revenue levels, without organic operating growth, will generally track global oil prices. TGC’s utility revenue includes fuel adjustment charges, or FACs, through which changes in fuel costs are passed through to customers.

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 downtown Chicago area and to the Aladdin Resort and Casino and shopping mall located in Las Vegas, Nevada.

The revenue from the airport parking business reportable segment is included in service revenue and primarily consists of fees from off-airport parking and ground transportation to and from the parking facilities and the airport terminals. At March 31, 2007, the airport parking business operated 30 off-airport parking facilities located at 20 major airports across the United States.

Selected information by reportable segment is presented in the following tables. The tables do not include financial data for our equity and cost investments.

Revenue from external customers for the Company’s segments for the quarter ended March 31, 2007 was as follows (in thousands):

	Airport Services		Gas Production and Distribution		District Energy		Airport Parking		Total
Revenue from Product Sales
Fuel sales	$	69,847	$	40,801	$	—		—	$	110,648
		69,847		40,801		—		—		110,648
Service Revenue
Other services		31,213		—		649		—		31,862
Cooling capacity revenue		—		—		4,551		—		4,551
Cooling consumption revenue		—		—		1,862		—		1,862
Parking services		—		—		—		18,811		18,811
		31,213		—		7,062		18,811		57,086
Financing and Lease Income
Financing and equipment lease		—		—		1,248		—		1,248
		—		—		1,248		—		1,248
Total Revenue	$	101,060	$	40,801	$	8,310		18,811	$	168,982

10

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

12. Reportable Segments – (continued)

Financial data by reportable business segments are as follows (in thousands):

	Quarter Ended March 31, 2007								At March 31, 2007
	Segment Profit(1)		Interest Expense		Depreciation/ Amortization(2)		Capital Expenditures		Property, Equipment, Land and Leasehold Improvements		Total Assets
	(unaudited)								(unaudited)
Airport services	$	57,061	$	8,574	$	7,963	$	1,702	$	149,455	$	935,597
Gas production and distribution		10,895		2,282		1,731		1,956		133,096		309,321
District energy		2,678		2,180		1,768		2,315		145,461		236,921
Airport parking		4,522		4,045		1,823		1,585		98,250		283,200
Total	$	75,156	$	17,081	$	13,285	$	7,558	$	526,262		1,765,039

——————

(1)

Segment profit includes revenue less cost of product sales and cost of services. For the district energy and airport parking businesses, depreciation expense of $1.4 million and $1.0 million, respectively, are included in cost of services for the quarter ended March 31, 2007.

(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.

Reconciliation of total reportable segment assets to total consolidated assets at March 31, 2007 and 2006 (in thousands):

	March 31,
	2007			2006
Total reportable segments	$	1,765,039		$	1,084,317
Equity and cost investments:
Investment in IMTT		236,103			—
Investment in Yorkshire		—			70,409
Investment in SEW		—			35,716
Investment in MCG		—			69,233
Corporate and other		336,101			381,256
Less: Consolidation elimination entries		(225,354	)		(255,071	)
Total consolidated assets	$	2,111,889		$	1,385,860

Reconciliation of total reportable segment profit to total consolidated income before income taxes and minority interests for the quarters ended March 31, 2007 and 2006 (in thousands):

	Quarter Ended March 31,
	2007			2006
Total reportable segments	$	75,156		$	39,893
Selling, general and administrative		(38,978	)		(23,950	)
Fees to manager		(5,561	)		(6,478	)
Depreciation and amortization(1)		(10,819	)		(5,156	)
		19,798			4,309
Other (expense) income, net		(14,035	)		4,651
Total consolidated income before income taxes and minority interests	$	5,763		$	8,960

——————

(1)

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

11

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

12. Reportable Segments – (continued)

Revenue from external customers for the Company’s segments for the quarter ended March 31, 2006 was as follows:

	Airport Services		District Energy		Airport Parking		Total
Revenue from Product Sales
Fuel sales	$	41,992	$	—	$	—	$	41,992
		41,992		—		—		41,992
Service Revenue
Other services		18,179		845		—		19,024
Capacity revenue		—		4,189		—		4,189
Consumption revenue		—		1,475		—		1,475
Parking services		—		—		18,216		18,216
		18,179		6,509		18,216		42,904
Financing and Lease Income
Financing and equipment lease		—		1,298		—		1,298
		—		1,298		—		1,298
Total Revenue	$	60,171	$	7,807	$	18,216	$	86,194

Financial data by reportable business segments are as follows (in thousands):

	Quarter Ended March 31, 2006								At March 31, 2006
	Segment Profit(1)		Interest Expense		Depreciation/ Amortization(2)		Capital Expenditures		Property, Equipment, Land and Leasehold Improvements		Total Assets
	(unaudited)								(unaudited)
Airport services	$	32,570	$	9,020	$	4,413	$	550	$	91,739	$	553,019
District energy		2,542		2,145		1,760		493		146,281		240,879
Airport parking		4,781		3,901		1,271		447		96,074		290,419
Total	$	39,893	$	15,066	$	7,444	$	1,490	$	334,094		1,084,317

——————

(1)

Segment profit includes revenue less cost of product sales and cost of services. For the district energy and airport parking businesses, depreciation expense of $1.4 million and $865,000, respectively, are included in cost of services for the quarter ended March 31, 2006.

(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.

13. Related Party Transactions

Management Services Agreement with Macquarie Infrastructure Management (USA) Inc., or MIMUSA

MIMUSA acquired 2,000,000 shares of company stock concurrently with the closing of the initial public offering in December 2004, with an aggregate purchase price of $50.0 million, at a purchase price per share equal to the initial public offering price of $25. Pursuant to the terms of the Management Agreement (discussed below), MIMUSA may sell up to 65% of these shares at any time and may sell the balance at any time from and after December 21, 2007 (being the third anniversary of the IPO closing).

12

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

13. Related Party Transactions – (continued)

The Company entered into a management services agreement, or Management Agreement, with MIMUSA 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 the right to assign, or second, to the Company, on a permanent and wholly-dedicated basis, employees to assume the role of Chief Executive Officer and Chief Financial Officer and make other personnel available as required.

In accordance with the Management Agreement, MIMUSA is entitled to a quarterly base management fee based primarily on the Trust's market capitalization and a performance fee, as defined, based on the performance of the trust stock relative to a weighted average of two benchmark indices, a U.S. utilities index and a European utilities index, weighted in proportion to the Company’s equity investments. Currently, the Company has no non-U.S. equity investments. For the quarter ended March 31, 2007, base management fees of $4.6 million and performance fees of $957,000 were payable to MIMUSA. These fees are included as due to manager in the accompanying consolidated condensed balance sheet at March 31, 2007. MIMUSA has elected to reinvest these performance fees in shares of trust stock, which are expected to be issued in June at a market-based price.

MIMUSA is not entitled to any other compensation and all costs incurred by MIMUSA including compensation of seconded staff, are paid out of its management fee. However, the Company is responsible for other direct costs including, but not limited to, expenses incurred in the administration or management of the Company and its subsidiaries and investments, income taxes, audit and legal fees, and acquisitions and dispositions and its compliance with applicable laws and regulations. During the quarter ended March 31, 2007, MIMUSA paid out of pocket expenses of $57,000 on the Company’s behalf which the Company has accrued and included in due to manager in the accompanying consolidated condensed balance sheet at March 31, 2007.

Advisory and Other Services from the Macquarie Group

The Macquarie Group, through the holding company, Macquarie Bank Limited, or MBL, and its wholly owned subsidiary, Macquarie Securities (USA) Inc., or MSUSA, has provided various advisory and other services and have incurred expenses in connection with the Company’s acquisitions, dispositions and underlying debt associated with the businesses.

During the quarter ended March 31, 2007, the Company accrued an additional $119,000 for advisory services provided by MSUSA in 2006 in relation to the acquisition of TGC, due to finalization of the working capital adjustment on the purchase price. This amount was paid in April 2007.

The Company has entered into advisory agreements with MSUSA relating to the pending FBO acquisitions discussed in Note 5, Pending Acquisitions, and Note 17, Subsequent Events. No fees have been paid as of March 31, 2007. The Company expects to pay approximately $6.8 million and $3.2 million for advisory and debt arranging services, respectively, when these acquisitions close.

The Company reimbursed nominal amounts to affiliates of MBL for rent expense for premises used in Luxembourg by a wholly owned subsidiary of Macquarie Yorkshire LLC, a wholly owned subsidiary of the Company.

Long-term Debt

MBL, along with other parties, has provided a loan to our airport services business. Amounts relating to the portion of the loan from MBL comprise the following (in thousands):

Quarter ended March 31, 2007
Portion of loan facility commitment provided by MBL	$	50,000
Portion of loan outstanding from MBL, as at March 31, 2007		50,000
Interest expense on MBL portion of loan		899

13

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

13. Related Party Transactions – (continued)

MIC Inc. has a $300.0 million revolving credit facility with various financial institutions, including MBL. Amounts relating to this loan comprise the following (in thousands):

Quarter ended March 31, 2007
Portion of revolving credit facility commitment provided by MBL, as at March 31, 2007	$	100,000
Portion of loan outstanding from MBL, as at March 31, 2007		—

In April 2007, MBL assigned to a third party all of its rights and obligations under the agreement related to $50.0 million of its aggregate commitment.

Derivative Instruments and Hedging Activities

MBL is providing over one-half of the interest rate swaps for the airport services business’ long-term debt and made payments to the airport services business of $189,000 for the quarter ended March 31, 2007. In January 2007, the airport services business also paid MBL $40,000 on an interest rate swap relating to 2006.

MBL is also providing just under one-third of the interest rate swaps for the gas production and distribution business’ long-term debt and made payments to the gas production and distribution business of $63,000 for the quarter ended March 31, 2007.

14. 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. The Company 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 quarter ended March 31, 2007 was $5.8 million. Macquarie Infrastructure Company LLC accounted for a $1.9 million pre-tax loss. As a partnership for U.S. federal income tax purposes, this loss is not subject to income taxes.

The remaining $7.7 million of pre-tax income was generated by MIC Inc. and its subsidiaries 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, 2007. The Company believes that it will be able to utilize the projected federal and state consolidated 2007 and prior year losses. Accordingly, the Company has not provided a valuation allowance against any deferred tax assets generated in 2007.

Uncertain Tax Positions

The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company recorded a $510,000 increase in the liability for unrecognized tax benefits, which is offset by a reduction of the deferred tax liability of $109,000, resulting in a decrease to the January 1, 2007 retained earnings balance of $401,000. At the adoption date of January 1, 2007, the Company had $1.8 million of unrecognized tax benefits, all of which would affect the effective tax rate if recognized. The amount of unrecognized tax benefits did not materially change as of March 31, 2007.

It is expected that the amount of unrecognized tax benefits will change in the next twelve months, however, the Company does not expect the change to have a significant impact on the results of operations or the financial position of the Company.

14

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

14. Income Taxes – (continued)

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated condensed statements of income, which is consistent with the recognition of these items in prior reporting periods. As of January 1, 2007, the Company had recorded a liability of approximately $400,000 for the payment of interest and penalties. The liability for the payment of interest and penalties did not materially change as of March 31, 2007.

The Internal Revenue Service, or IRS, is concluding an audit of the 2003 federal income tax return for a subsidiary of the Company’s airport services business. In addition, the IRS has notified the Company that it will conduct an audit of the airport parking business for 2004. The Company does not expect any material adjustments to result from either audit. There are no other ongoing tax examinations of returns filed by the Company or any of its subsidiaries, and all returns for all tax years ending in 2003 and later are subject to examination by federal and state tax authorities.

The Company does not expect a material change in its reserve for uncertain tax positions in the next twelve months.

15. Legal Proceedings and Contingencies

There are no material legal proceedings other than as disclosed in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007.

16. Distributions

On February 27, 2007, the board of directors declared a distribution of $0.57 per share for the quarter ended December 31, 2006, which was paid on April 9, 2007 to holders of record on April 4, 2007. The distribution declared has been recorded partially as a reduction to trust stock and partially as a reduction to accumulated earnings in the stockholders’ equity section of the accompanying consolidated condensed balance sheet at March 31, 2007.

17. Subsequent Events

Distributions

On May 3, 2007, the board of directors declared a distribution of $0.59 per share for the quarter ended March 31, 2007, payable on June 8, 2007 to holders of record on June 5, 2007.

Pending Acquisitions

On April 16, 2007, the Company entered into a stock purchase agreement with Mercury Air Centers, Inc., or Mercury, and its equity holders providing for:

·

the Company’s purchase (through its airport services business) on the closing date of 89% of the equity of Mercury (representing 100% of the common stock of Mercury at closing) from Allied Capital Corporation, Directional Aviation Group, LLC and David Moore;

·

the Company’s purchase on the closing date of a call option to acquire the remaining 11% of the equity of Mercury (in the form of voting preferred shares) from Kenneth Ricci, exercisable from October 1, 2007 through October 31, 2007, pursuant to an option agreement to be entered into at closing; and

·

the Company’s grant of a put option under the option agreement to Mr. Ricci to sell the Company his 11% of the equity of Mercury, exercisable from April 1, 2008 to April 30, 2008.

15

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

17. Subsequent Events – (continued)

Mercury owns and operates 24 fixed base operations in the U.S. The aggregate purchase price, giving effect to the Company’s exercise of the call option, is $427.0 million, subject to working capital and capital expenditure adjustments. In addition to the purchase price, the Company expects to incur transaction costs (including advisory fees), pre-funded capital expenditures and a debt service reserve totaling $29.2 million for a total cost of $456.2 million. The Company intends to fund a portion of the acquisition with $192.0 million two-year term loan borrowings by Mercury with the balance funded with the MIC Inc. acquisition credit facility and $20.0 million of available cash.

The Company has received commitment letters from The Governor and Company of Bank of Ireland and Bayerische Landesbank, New York Branch to provide Mercury with a credit facility consisting of $192.0 million of term loans and a $17.5 million working capital facility. Borrowings under the facility will bear interest at an annual rate of LIBOR plus 1.70%. The Mercury credit facility will be secured by all project revenue and assets of Mercury and the stock of Mercury and, to the extent permitted, its subsidiaries. The facility will also include the following financial covenants:

Distributions lock-up test:	· 12 month look forward and 12 month look backward debt service coverage ratio of 1.50x or higher
	· Full funding of any required environmental remediation
	· 12 month Site EBITDA on a proforma basis greater than:
	Year	Minimum EBITDA
	2007	$27.10 million
	2008	$28.80 million
	2009	$30.50 million
	· Projected site EBITDA in 2007 of at least $28.75 million in certain circumstances
Hedging:	· 100% of the term loan portion of the facility

The Company is evaluating entering into forward starting interest rate swaps prior to closing, effectively fixing the interest rate on the $192.0 million two-year debt facility.

The Company expects to close the transaction in the third quarter of 2007. MSUSA is acting as financial advisor on the transaction.

MIC Inc. Revolver Amendments

As discussed in Note 13, Related Party Transactions, in April 2007, MBL assigned to a third party all of its rights and obligations under the revolving credit facility agreement with MIC Inc. related to $50.0 million of its aggregate commitment which was originally $100.0 million.

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

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

We are dependent upon cash distributions from our businesses and investments to meet our corporate overhead and management fee expenses and to pay distributions. We receive distributions through our directly owned holding company Macquarie Infrastructure Company Inc., or MIC Inc., for all of our businesses based in the United States.

Distributions received from our businesses and investments net of taxes, are available first to meet management fees and corporate overhead expenses then to fund distribution 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 among the Company and its operating company subsidiaries based on the Company’s internal allocation policy.

On February 27, 2007, the board of directors declared a distribution of $0.57 per share for the quarter ended December 31, 2006, which was paid on April 9, 2007 to holders of record on April 4, 2007. On May 3, 2007, the board of directors declared a distribution of $0.59 per share for the quarter ended March 31, 2007, payable on June 8, 2007 to holders of record on June 5, 2007.

Refer to “Other Matters” at the end of this Item 2 for discussion of forward looking statements and certain defined terms.

Changes in Fair Value of Derivative Instruments

During 2006, the Company determined that its derivative instruments did not qualify as hedges for accounting purposes. We revised our summarized quarterly financial information to eliminate hedge accounting treatment resulting in all changes in the fair value of our derivative instruments being taken through earnings.

From January 2, 2007, changes in the fair value of interest rate derivatives designed as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations will be reported in other comprehensive income. Any ineffective portion on the change in the valuation of our derivatives will be taken through earnings, and reported in the (loss) gain on derivative instruments line in our consolidated condensed statements of income.

Tax Treatment of Distributions

Each holder of the Trust’s stock will be required to include in U.S. federal taxable income its allocable share of the Trust’s income, gain, loss deductions and other items. The amounts shareholders include in taxable income may not equal the cash distributions to shareholders.

Some of the distributions received by the Trust on its investment in Macquarie Infrastructure Company LLC may be a return of capital for U.S. federal income tax purposes. Therefore, the amount we distribute to our shareholders may exceed their allocable share of the items of income and expense. The extent to which the distributions from Macquarie Infrastructure Company LLC will be characterized as dividend income cannot be estimated at this time. In some cases, distributions to holders of the Trust’s stock may be less than the items of income.

If cash distributions exceed the allocable items of income and deductions, the shareholder’s tax basis in its investment will generally be decreased by the excess, increasing the potential capital gain on the sale of the stock. Correspondingly, if the cash distributions are less than the allocable items of income and deductions, there will be an increase in the shareholders basis and reduction in the potential capital gain.

The portion of our distributions that will be treated as dividends, interest or return of capital for U.S. federal income tax purposes is subject to a number of uncertainties. We currently anticipate that substantially all of the

17

portion of our regular distributions that are treated as dividends for U.S. federal income tax purposes should be characterized as qualified dividend income.

Other Tax Matters

A recent pronouncement by the IRS questions the characterization of entities with structures like ours as grantor trusts and could change how we comply with our tax information reporting obligations. Depending on the resolution of these matters, we may be required to report allocable income, expense and credit items to the IRS and to shareholders on Schedule K-1, in addition to or instead of the letter we send to investors each year. A change in the characterization of the trust would not change shareholders' distributive share of items of income, gain, loss and expense of the Trust or the Company, nor would it change the income tax liability of the Trust or the Company.

If we are required, or reasonably likely to be required, to issue Schedule K-1s to shareholders, we would exchange all shares of outstanding trust stock for an equal number of LLC interests and, further, we intend to take all necessary steps to elect to be treated as a corporation for U.S. federal income tax purposes. In that case, we would have the same tax reporting obligations of a corporation (rather than a partnership) and would not be required to issue Schedule K-1s to shareholders.

Acquisitions and Dispositions

Results of the operations of the Trajen acquisition in the airport services business and the acquisition of TGC are included in our consolidated results from the respective dates of acquisition. Our interest in IMTT Holdings Inc. is reflected in our equity in earnings and amortization charges of investee line in our financial statements from May 1, 2006.

Refer to our Annual Report on Form 10-K, filed with the SEC on March 1, 2007, for further details on these acquisitions, and also the dispositions of non-U.S. investments as discussed below.

Airport Services Business

On July 11, 2006, our airport services business acquired 100% of the shares of Trajen Holdings, Inc., or Trajen, the holding company for 23 fixed base operations, or FBOs, at airports in 11 states. With this acquisition, our airport services business owns and operates a network of 40 FBOs and one heliport in the United States, the second largest such network in the industry.

The Gas Company, or TGC

We acquired TGC on June 7, 2006. TGC owns and operates the sole regulated gas production and distribution business in Hawaii as well as a propane sales and distribution business in Hawaii.

IMTT

On May 1, 2006, we completed the purchase of newly issued common stock of IMTT Holdings Inc., the holding company for a group of companies and partnerships that operate as International-Matex Tank Terminals, or IMTT. As a result of this transaction, we own 50% of IMTT Holdings’ issued and outstanding common stock. We have entered into a shareholders’ agreement which provides, with some exceptions, for minimum aggregate quarterly distributions of $14.0 million to be paid by IMTT Holdings, or $7.0 million to us, through the quarter ending December 31, 2008.

Dispositions

On August 17, 2006, we sold our 16,517,413 stapled securities of Macquarie Communications Infrastructure Group (ASX: MCG) for $76.4 million. On October 2, 2006, we sold our 17.5% minority interest in the holding company for South East Water to HDF (UK) Holdings Limited and received net proceeds on the sale of approximately $89.5 million. On December 29, 2006, we sold our interest in Macquarie Yorkshire Limited, the holding company for its 50% interest in Connect M1-A1 Holdings Limited (the parent of the holder of the Yorkshire Link Concession in England) and received approximately $83.0 million in January 2007.

18

Pending Acquisitions

On December 21, 2006, the Company entered into a business purchase agreement and a membership interest purchase agreement to acquire 100% of the interests in entities that own and operate two fixed base operations, or FBOs. The total purchase price is a cash consideration of $85.0 million (subject to working capital adjustments). In addition to the purchase price, it is anticipated that a further $4.5 million will be incurred to cover transaction costs, integration costs and reserve funding. The FBOs are located at Stewart International Airport in New York and Santa Monica Airport in California.

The Company expects to close the transaction through its airport services business. The Company expects to finance the purchase price and the associated transaction and other costs, in part, with $32.5 million of additional term loan borrowings under an expansion of the credit facility at its airport services business. The Company expects to pay the remainder of the purchase price and associated costs with cash on hand. The credit facility will continue to be secured by all of the assets and stock of companies within the airport services business.

On April 16, 2007, the Company entered into a stock purchase agreement with Mercury Air Centers, Inc., or Mercury, and its equity holders providing for:

·

the Company’s purchase (through its airport services business) on the closing date of 89% of the equity of Mercury (representing 100% of the common stock of Mercury at closing) from Allied Capital Corporation, Directional Aviation Group, LLC and David Moore;

·

the Company’s purchase on the closing date of a call option to acquire the remaining 11% of the equity of Mercury (in the form of voting preferred shares) from Kenneth Ricci, exercisable from October 1, 2007 through October 31, 2007, pursuant to an option agreement to be entered into at closing; and

·

the Company’s grant of a put option under the option agreement to Mr. Ricci to sell us his 11% of the equity of Mercury, exercisable from April 1, 2008 to April 30, 2008.

Mercury owns and operates 24 fixed base operations in the U.S. The aggregate purchase price, giving effect to our exercise of the call option, is $427.0 million, subject to working capital and capital expenditure adjustments. In addition to the purchase price, the Company expects to incur transaction costs (including advisory fees), pre-funded capital expenditures and a debt service reserve totaling $29.2 million for a total cost of $456.2 million. The Company intends to fund a portion of the acquisition with $192.0 million two-year term loan borrowings by Mercury with the balance funded with the MIC Inc. acquisition credit facility and $20.0 million of available cash.

Results of Operations

Key Factors Affecting Operating Results

·

positive contributions from our acquisitions including:

·

acquisition of the Trajen network of 23 FBOs;

·

the acquisition of 50% of IMTT, which has declared a quarterly $7.0 million distribution since the second quarter of 2006. This distribution reduces our investments in unconsolidated businesses on our balance sheet and is not included in our statement of income;

·

the acquisition of TGC;

·

increased gross profit from our airport services business;

·

higher base management fees due to our increased asset base, offset by lower performance fees; and

·

an increase in interest expense due to the overall increase in our debt to fund our acquisitions.

19

Our consolidated results of operations are summarized below:

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands) (unaudited)
Revenues
Revenue from product sales		110,648			41,992			68,656			163.5
Service revenue		57,086			42,904			14,182			33.1
Financing and equipment lease income		1,248			1,298			(50	)		(3.9	)
Total revenue		168,982			86,194			82,788			96.0
Costs and expenses
Cost of product sales		70,484			25,269			45,215			178.9
Cost of services		23,342			21,032			2,310			11.0
Gross profit		75,156			39,893			35,263			88.4
Selling, general and administrative		38,978			23,950			15,028			62.7
Fees to manager		5,561			6,478			(917	)		(14.2	)
Depreciation		3,891			1,710			2,181			127.5
Amortization of intangibles		6,928			3,446			3,482			101.0
Total operating expenses		55,358			35,584			19,774			55.6
Operating income		19,798			4,309			15,489			NM
Other income (expense)
Dividend income		—			2,651			(2,651	)		(100.0	)
Interest income		1,459			1,702			(243	)		(14.3	)
Interest expense		(17,566	)		(15,663	)		(1,903	)		12.1
Equity in earnings and amortization charges of investees		3,465			2,453			1,012			41.3
(Loss) gain on derivative instruments		(477	)		13,686			(14,163	)		(103.5	)
Other expense, net		(916	)		(178	)		(738	)		NM
Net income before income taxes and minority interests		5,763			8,960			(3,197	)		(35.7	)
Benefit (provision) for income taxes		2,045			(1,393	)		3,438			NM
Net income before minority interests		7,808			7,567			241			3.2
Minority interests		(69	)		6			(75	)		NM
Net income		7,877			7,561			316			4.2

——————

NM – Not meaningful

Gross Profit

The increase in our consolidated gross profit was due primarily to the acquisitions of Trajen on July 11, 2006 and TGC on June 7, 2006.

Selling, General and Administrative Expenses

The most significant factor in the increase in selling, general and administrative expenses was $14.9 million additional costs from the addition of TGC and Trajen not reflected in 2006 results.

Other Income (Expense)

Our dividend income in 2006 consisted of distributions declared by and received from SEW in the first quarter. We sold our investment in SEW in the third quarter of 2006.

Interest expense increased due mostly to a higher level of debt in 2006, primarily from the acquisitions made in the second and third quarters of 2006.

Our equity in earnings and amortization charges of investees comprises our equity in the earnings on our Yorkshire Link investment for the first quarter of 2006 and our equity in the earnings of IMTT for the first quarter of 2007.

20

The increase in other expense was due primarily to foreign currency forward contracts settled during the first quarter of 2007, in addition to other foreign currency losses from settlement proceeds on the sale of our foreign investments.

Income Taxes

For the 2006 year, the Company reported a net loss before taxes at the MIC Inc. level, for which it recorded an income tax benefit. The Company also reported net income before taxes outside MIC Inc. that will not be subject to income taxes payable by the Company. The income derived from outside MIC Inc. was partially offset by the pre-tax loss at the MIC Inc. level, resulting in pre-tax income on a consolidated basis.

For the 2007 year, the Company projects a net loss before taxes at the MIC Inc. level, for which it expects to record an income tax benefit.  The Company also projects a net loss outside MIC Inc. that will not be subject to income taxes payable by the Company.

Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA

We have included EBITDA, a non-GAAP financial measure, on both a consolidated basis as well as for each of our consolidated businesses 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 distribution policy.

A reconciliation of net income to EBITDA, on a consolidated basis, is provided below:

	Quarter Ended March 31,
	2007			2006		Change
	$			$		$		%
	($ in thousands) (unaudited)
Net income		7,877			7,561	316		4.2
Interest expense, net		16,107			13,961	2,146		15.4
Income taxes		(2,045	)		1,393	(3,438	)	NM
Depreciation(1)		6,357			3,998	2,359		59.0
Amortization(2)		6,928			3,446	3,482		101.0
EBITDA		35,224			30,359	4,865		16.0

——————

NM – Not meaningful

(1)

Includes depreciation expense of $1.4 million for the district energy business for the quarters ended March 31, 2007 and 2006, which is reported in cost of services in our statements of income. Also includes depreciation expense of $1.0 million and $865,000 for the airport parking business for the quarters ended March 31, 2007 and 2006, respectively, which is reported in cost of services. Does not include depreciation expense of $1.7 million in connection with our investment in IMTT for the quarter ended March 31, 2007, which is reported in equity in earnings and amortization charges of investees in our statements of income.

(2)

Does not include amortization expense related to intangible assets in connection with our investment in the toll road business of $933,000 for the quarter ended March 31, 2006 or our investment in IMTT of $283,000 for the quarter ended March 31, 2007, which are reported in equity in earnings and amortization charges of investees in our statements of income.

Business Segment Operations

AIRPORT SERVICES BUSINESS

The following section summarizes the historical consolidated financial performance of our airport services business for the quarter ended March 31, 2007.  Information in the table below relating to existing locations in 2007 represents the results of our airport services business excluding the results of the twenty three locations acquired from Trajen Holdings Inc., or Trajen.  The acquisition column and the total 2007 quarter results in the table below include the operating results of Trajen for the quarter ended March 31, 2007.

The performance of the business reflects ongoing operations at 41 locations. The business has ceased operations at New Orleans – Lakefront airport as a result of the ongoing impact of hurricane Katrina on that airport. The airport services business continues to operate at New Orleans International airport and management does not believe that the cessation of operations at Lakefront will have a material impact on the performance or prospects of the business.

21

Key Factors Affecting Operating Results

·

contribution of positive operating results from 23 FBOs from Trajen acquired in July 2006;

·

higher dollar per gallon fuel margins at existing locations and higher into-plane volumes;

·

lower fuel prices resulting in lower fuel sales revenue and costs of good sold;

·

higher other services gross profit due to increased de-icing;

·

increased expenses related to the acquisition of Trajen, including labor costs incurred for the re-branding and integration of the Trajen locations; and

·

higher interest expense from higher debt levels resulting from the increased borrowings related to the acquisition of Trajen in July 2006.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

	Existing Locations												Trajen			Total
	2007			2006			Change						Acquisition			2007			2006			Change
	$			$			$			%			$			$			$			$			%
	($ in thousands) (unaudited)
Revenue
Fuel revenue		41,601			41,992			(391	)		(0.9	)		28,246			69,847			41,992			27,855			66.3
Non-fuel revenue		22,922			18,179			4,743			26.1			8,291			31,213			18,179			13,034			71.7
Total revenue		64,523			60,171			4,352			7.2			36,537			101,060			60,171			40,889			68.0
Cost of revenue
Cost of revenue-fuel		23,489			25,270			(1,781	)		(7.0	)		17,089			40,578			25,270			15,308			60.6
Cost of revenue – non-fuel		2,466			2,331			135			5.8			955			3,421			2,331			1,090			46.8
Total cost of revenue		25,955			27,601			(1,646	)		(6.0	)		18,044			43,999			27,601			16,398			59.4
Fuel gross profit		18,112			16,722			1,390			8.3			11,157			29,269			16,722			12,547			75.0
Non-fuel gross profit		20,456			15,848			4,608			29.1			7,336			27,792			15,848			11,944			75.4
Gross profit		38,568			32,570			5,998			18.4			18,493			57,061			32,570			24,491			75.2
Selling, general and administrative expenses		19,735			18,698			1,037			5.5			10,800			30,535			18,698			11,837			63.3
Depreciation and amortization		4,414			4,413			1			—			3,549			7,963			4,413			3,550			80.4
Operating income		14,419			9,459			4,960			52.4			4,144			18,563			9,459			9,104			96.2
Interest expense, net		(5,193	)		(8,913	)		3,720			(41.7	)		(3,068	)		(8,261	)		(8,913	)		652			(7.3	)
Other expense		(29	)		(36	)		7			(19.4	)		6			(23	)		(36	)		13			(36.1	)
Unrealized (loss) gain on derivative instruments		(949	)		7,315			(8,264	)		(113.0	)		—			(949	)		7,315			(8,264	)		(113.0	)
Provision for income taxes		(3,270	)		(3,273	)		3			(0.1	)		(429	)		(3,699	)		(3,273	)		(426	)		13.0
Net income (1)		4,978			4,552			426			9.4			653			5,631			4,552			1,079			23.7
Reconciliation of net income to EBITDA:
Net income (1)		4,978			4,552			426			9.4			653			5,631			4,552			1,079			23.7
Interest expense, net		5,193			8,913			(3,720	)		(41.7	)		3,068			8,261			8,913			(652	)		(7.3	)
Provision for income taxes		3,270			3,273			(3	)		(0.1	)		429			3,699			3,273			426			13.0
Depreciation and amortization		4,414			4,413			1			—			3,549			7,963			4,413			3,550			80.4
EBITDA		17,855			21,151			(3,296	)		(15.6	)		7,699			25,554			21,151			4,403			20.8

——————

(1)

Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.

22

Revenue and Gross Profit

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

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

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

·

inclusion of the results of Trajen from July 11, 2006;

·

an increase in fuel volumes as result of higher into-plane activity;

·

an increase in average dollar per gallon fuel margins at existing locations, resulting largely from a higher proportion of transient customers, who generally pay higher margins; and

·

higher deicing activity in the first quarter of 2007 compared to 2006 due to colder weather in the northeast U.S.

Operating Expenses

The increase in selling, general and administrative expenses for the existing locations is due to:

·

additional office costs resulting from higher rent and utility costs;

·

additional credit card fees related to proportion of total sales paid by credit card and types of cards used for payment;

·

additional professional services costs including legal, audit and tax services; and

·

additional salaries and benefits expenses due to higher activity levels.

Interest Expense, Net

Excluding the impact of a non-cash interest expense item in 2006, prior to us applying hedge accounting, net interest expense for the quarter ended March 31, 2007 increased as a result of higher debt level associated with the acquisition of Trajen and higher non-cash amortization of deferred financing costs.  In July 2006, we increased borrowings under our debt facility by $180.0 million to finance our acquisition of Trajen. The debt facility provides an aggregate term loan borrowing of $480.0 million and a $5.0 million working capital facility.

EBITDA

The increase in EBITDA from existing locations, excluding the non cash (loss) gain from derivative instruments, is due to:

·

increased fuel volumes;

·

increased average dollar per gallon fuel margins; and

·

higher de-icing gross profit in 2007.

BULK LIQUID STORAGE TERMINAL BUSINESS

With respect to our bulk liquid storage terminal business, we included $4.6 million of net income in our consolidated results for the quarter ended March 31, 2007, consisting of $4.8 million equity in the earnings of IMTT (plus $1.1 million tax benefit) less $2.0 million depreciation and amortization expense (plus $819,000 tax benefit). We received $7.0 million in dividends from IMTT in January 2007 relating to the fourth quarter of 2006. IMTT

23

declared a dividend of $14.0 million in March 2007 with $7.0 million payable to MIC Inc. that we have recorded as a receivable at March 31, 2007.

To enable meaningful analysis of IMTT’s performance across periods, IMTT’s performance for the full quarter ended March 31, 2007, compared to the prior corresponding period which is prior to our investment, is discussed below.

Key Factors Affecting Operating Results

·

terminal revenue and terminal gross profit increased principally due to:

·

increases in average tank rental rates and storage capacity rented to customers;

·

increases in throughput revenue;

·

increases in revenue from the provision of other services; and

·

consolidation of IMTT’s partially owned subsidiary, IMTT-Quebec, which owns a terminal in Quebec, Canada. This subsidiary was reported using the equity method of accounting in 2006.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

	Quarter Ended March 31
	2007		2006		Change
	$		$		$			%
	($ in thousands) (unaudited)
Revenue
Terminal revenue		54,777		46,376		8,401			18.1
Terminal revenue – heating		7,099		7,510		(411	)		(5.5	)
Environmental response revenue		8,540		4,763		3,777			79.3
Nursery revenue		3,432		2,950		482			16.3
Total revenue		73,848		61,599		12,249			19.9
Costs and expenses
Terminal operating costs		27,877		24,810		3,067			12.4
Terminal operating costs – fuel		5,113		6,143		(1,030	)		(16.8	)
Environmental response operating costs		6,886		3,096		3,790			122.4
Nursery operating costs		3,071		2,826		245			8.7
Total operating costs		42,947		36,875		6,072			16.5
Terminal gross profit		28,886		22,933		5,953			26.0
Environmental response gross profit		1,654		1,667		(13	)		(0.8	)
Nursery gross profit		361		124		237			191.1
Gross profit		30,901		24,724		6,177			25.0
General and administrative expenses		5,569		5,559		10			0.2
Depreciation and amortization		8,522		7,681		841			10.9
Operating income		16,810		11,484		5,326			46.4

Revenue and Gross Profit

Terminal revenue increased primarily due to a $5.1 million increase in storage revenue, $1.6 million of which represents the consolidation of IMTT-Quebec. Excluding IMTT-Quebec, storage revenue increased due to a 3.8% increase in storage capacity rented to customers and a 5.8% increase in average storage rates for the quarter ended March 31, 2007. Overall storage capacity rented to customers increased slightly from 96% to 97% of available storage capacity for the quarter ended March 31, 2007. Terminal revenue also increased due to a $935,000 increase in throughput revenue and a $2.0 million increase in revenue from the provision of other terminal services, of which IMTT-Quebec represents over 10% in each case. In the quarter ended March 31, 2007, IMTT also achieved a $619,000 improvement in the differential between terminal revenue – heating and terminal operating costs – fuel.

The increase in terminal revenue was partially offset by an increase in terminal operating costs. Of the $3.1 million increase in terminal operating costs, $1.4 million resulted from the consolidation of IMTT-Quebec in 2007. The balance of the increase in terminal operating costs correlated to the increase in revenues.

24

Of the increase in terminal gross profit of $6.0 million, $785,000 resulted from the consolidation of IMTT-Quebec. Excluding the impact of this change in accounting treatment, terminal gross profit increased by approximately $5.2 million or approximately 23%.

Environmental response gross profit remained relatively constant for the quarter ended March 31, 2007.

The nursery gross profit increased due to an insurance settlement of $200,000 resulting from hurricane Katrina.

Depreciation and Amortization

Depreciation and amortization expense increased due to continuing high levels of growth capital expenditure.

GAS PRODUCTION AND DISTRIBUTION BUSINESS

We completed our acquisition of TGC on June 7, 2006. Therefore, TGC has only contributed to our consolidated operating results from that date.

Because TGC’s results of operations are not included in our consolidated financial results until June 7, 2006, the following analysis compares the historical results of operations for TGC under both its current and prior owners. We believe that this is the most appropriate approach to analyzing the historical financial performance and trends of TGC.

Key Factors Affecting Operating Results

·

decreased utility contribution margin due principally to:

·

$1.1 million of decreased revenue reflecting a lower change in unbilled receivables during the 2007 calculation period versus the 2006 calculation period. This was due primarily to volume and price variances during the respective calculation periods and a change in the frequency of calculation; and

·

$766,000 for fuel cost adjustments reimbursed to us through escrow funds.

·

increased non-utility contribution margin primarily due to:

·

price increases subsequent to March 2006; and

·

higher therms sold due to the negative impact of a statewide liquefied petroleum gas, or LPG, shortage from a local supplier that occurred during March 2006.

Contribution margin for both the utility and non-utility business represents revenue less cost of revenue. Management analyzes contribution margin for TGC because it believes that contribution margin, although a non-GAAP measure, is useful and meaningful to understanding the performance of TGC utility operations under its regulated rate structure and of its non-utility operations under a competitive pricing structure, both of which include an ability to change rates when the underlying fuel costs change. Contribution margin should not be considered an alternative to operating income, or net income, which is determined in accordance with GAAP. Other companies may calculate contribution margin differently and, therefore, the contribution margin presented for TGC is not necessarily comparable with other companies.

25

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

	Quarter Ended March 31,						Change
	2007			2006			$			%
	($ in thousands) (unaudited)
Contribution margin
Revenue – utility		22,291			24,989			(2,698	)		(10.8	)
Cost of revenue – utility		14,591			15,176			(585	)		(3.9	)
Contribution margin – utility		7,700			9,813			(2,113	)		(21.5	)
Revenue – non-utility		18,510			16,651			1,859			11.2
Cost of revenue – non-utility		10,811			10,462			349			3.3
Contribution margin – non-utility		7,699			6,189			1,510			24.4
Total contribution margin		15,399			16,002			(603	)		(3.8	)
Production		1,121			1,225			(104	)		(8.5	)
Transmission and distribution		3,383			3,318			65			2.0
Selling, general and administrative expenses		4,080			4,025			55			1.4
Depreciation and amortization		1,731			1,368			363			26.5
Operating income		5,084			6,066			(982	)		(16.2	)
Interest expense, net		(2,245	)		(1,211	)		(1,034	)		85.4
Unrealized loss on derivative instruments		(267	)		—			(267	)		NM
Other income (expense)		(53	)		189			(242	)		(128.0	)
Income before taxes(1)		2,519			5,044			(2,525	)		(50.1	)
Reconciliation of income before taxes to EBITDA:
Income before taxes(1)		2,519			5,044			(2,525	)		(50.1	)
Interest expense, net		2,245			1,211			1,034			85.4
Depreciation and amortization		1,731			1,368			363			26.5
EBITDA		6,495			7,623			(1,128	)		(14.8	)

——————

NM – Not meaningful

(1)

Corporate allocation expense has been excluded from the above table as it is eliminated on consolidation at the MIC Inc. level.

26

Contribution Margin and Operating Income

Utility contribution margin decreased primarily as the result of $1.1 million of decreased revenue reflecting a lower change in unbilled receivables during the 2007 calculation period versus the 2006 calculation period. This was due primarily to volume and price variances during the respective calculation periods and a change in the frequency of calculation. The March 2006 calculation period under the former owners was nine months. Beginning with the quarter ended June 30, 2006 the calculation has been performed and recorded quarterly. We believe this will eliminate the quarter-over-quarter impact of unbilled receivables on contribution margin going forward. However, the $1.1 million first quarter impact will continue to effect year-over-year comparisons throughout 2007, and all period-over-period comparisons of contribution margin will continue to be impacted by changes in volume and rates.

In addition, contribution margin was lower by approximately $766,000 for fuel cost adjustments required by Hawaii state regulators as a condition of our purchase of TGC.  The cash effect of this $766,000 decrease is offset by withdrawals from our $4.5 million escrow account established and funded at acquisition by the seller.  TGC believes that these escrowed funds will be fully utilized by mid-2008 and thereafter escrowed funds would not be available. The cash reimbursements of any fuel cost adjustment amounts are not reflected in revenue, but rather are reflected as releases of restricted cash.  Contribution margin was also adversely affected by 2.4% fewer therms sold due to increased energy conservation measures, business slowdowns, customer renovations and military deployments.

Non-utility contribution margin benefited from pricing increases subsequent to March 2006, as well as higher therm sales.  Therms sold in the non-utility sector increased by 4.3% for the quarter principally due to a statewide LPG shortage from a local supplier that caused therm volumes to decline in March 2006.

Production costs were lower than in the first quarter 2006 due primarily to lower repair and electric utility costs at our synthetic natural gas plant in first quarter 2007.  Transmission and distribution costs were higher than in first quarter 2006 principally due to increased maintenance activity.

Depreciation and amortization increased due to the higher asset basis that resulted from our purchase of TGC and for equipment additions.

Interest Expense, Net

Interest expense increased due to our acquisition funding.

EBITDA

Excluding unrealized loss on derivatives and reimbursed fuel adjustment costs, EBITDA remained relatively flat despite elevated revenue in 2006 due to significant accruals.

DISTRICT ENERGY BUSINESS

Key Factors Affecting Operating Results

·

capacity revenue increased due to four interruptible customers converting to continuous service over June through September of 2006 and due to general increases of contract capacity rates in-line with inflation;

·

cooling consumption revenue increased as we passed through our estimated electricity cost increase to our customers and as weather related peaks during March 2007 resulted in higher ton-hour sales; and

·

higher electricity costs due to the January 2007 deregulation of Illinois’ electricity generation market.

27

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands) (unaudited)
Cooling capacity revenue		4,551			4,189			362			8.6
Cooling consumption revenue		1,862			1,475			387			26.2
Other revenue		649			845			(196	)		(23.2	)
Finance lease revenue		1,248			1,298			(50	)		(3.9	)
Total revenue		8,310			7,807			503			6.4
Direct expenses – electricity		1,483			944			539			57.1
Direct expenses – other(1)		4,149			4,321			(172	)		(4.0	)
Direct expenses – total		5,632			5,265			367			7.0
Gross profit		2,678			2,542			136			5.4
Selling, general and administrative expenses		768			797			(29	)		(3.6	)
Amortization of intangibles		337			337			—			—
Operating income		1,573			1,408			165			11.7
Interest expense, net		(2,087	)		(2,070	)		(17	)		0.8
Other income (expense)		74			(79	)		153			(193.7	)
Benefit for income taxes		213			333			(120	)		(36.0	)
Minority interest		(132	)		(131	)		(1	)		0.8
Net loss(2)		(359	)		(539	)		180			(33.4	)
Reconciliation of net loss to EBITDA
Net loss(2)		(359	)		(539	)		180			(33.4	)
Interest expense, net		2,087			2,070			17			0.8
Benefit for income taxes		(213	)		(333	)		120			(36.0	)
Depreciation		1,431			1,423			8			0.6
Amortization of intangibles		337			337			—			—
EBITDA		3,283			2,958			325			11.0

——————

(1)

Includes depreciation expense of $1.4 million for each of the quarters ended March 31, 2007 and 2006, respectively.

(2)

Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.

Gross Profit

Gross profit increased primarily due to higher capacity revenue related to four interruptible customers converting to continuous service during the previous year and annual inflation-related increases of contract capacity rates in accordance with the terms of existing customer contracts.  Cooling consumption revenue also increased due to higher ton-hour sales from weather related peaks and the pass-through to our customers of the higher electricity costs related to the January 2007 deregulation of Illinois’ electricity generation market, which are subject to annual reconciliations and true-ups to actual costs. Other revenue decreased due to our pass-through to customers of the lower cost of natural gas consumables and reduction in management headcount, which are included in other direct expenses.

Selling, General and Administrative Expense

Selling, general and administrative expense slightly decreased due to a reduction in management headcount offsetting higher legal fees and marketing commissions related to signing new customer contracts and renewing existing customer contracts set to expire during 2007.

Interest Expense, Net

The increase in net interest expense was due to additional credit line draws necessary to fund growth capital expenditures for plant expansion, new customer connections and scheduled maintenance capital expenditures during the previous twelve months. Our interest rate on our senior debt is a fixed rate.

28

Other Income (Expense)

The first quarter of 2006 included pension benefits expense for union trainees employed from 1999 through 2005.

EBITDA

EBITDA increased primarily due to the higher capacity revenue associated with four interruptible customers converting to continuous service during the previous year.

AIRPORT PARKING BUSINESS

Key Factors Affecting Operating Results

·

operating loss at our new location which commenced operations in November 2006;

·

reduced operating margins due primarily to higher personnel costs and property lease costs;

·

decline in the number of cars using our facilities;

·

targeted pricing strategies contributed to an increase in average revenue per car out;

·

accelerated amortization of intangible asset; and

·

appointment of a new CEO in March 2007.

Quarter Ended March 31, 2007 Compared to Quarter Ended March 31, 2006

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands) (unaudited)
Revenue		18,811			18,216			595			3.3
Direct expenses(1)		14,289			13,435			854			6.4
Gross profit		4,522			4,781			(259	)		(5.4	)
Selling, general and administrative expenses		1,613			1,700			(87	)		(5.1	)
Amortization of intangibles		788			406			382			94.1
Operating income		2,121			2,675			(554	)		(20.7	)
Interest expense, net		(3,966	)		(3,893	)		(73	)		1.9
Other (expense) income		(10	)		(92	)		82			(89.1	)
Unrealized (loss) gain on derivative instruments		(70	)		668			(738	)		(110.5	)
Benefit for income taxes		763			226			537			NM
Minority interest		201			124			77			62.1
Net loss(2)		(961	)		(292	)		(669	)		NM
Reconciliation of net loss to EBITDA:
Net loss(2)		(961	)		(292	)		(669	)		NM
Interest expense, net		3,966			3,893			73			1.9
Benefit for income taxes		(763	)		(226	)		(537	)		NM
Depreciation		1,035			865			170			19.7
Amortization of intangibles		788			406			382			94.1
EBITDA		4,065			4,646			(581	)		(12.5	)

——————

NM – Not meaningful

(1)

Includes depreciation expense of $1.0 million and $865,000 for the quarters ended March 31, 2007 and 2006, respectively.

(2)

Corporate allocation expense and other intercompany fees, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation at the MIC Inc. level.

29

	Quarter Ended March 31,				Change
	2007		2006					%
Operating Data:
Cars Out(1):		495,140		517,835		(22,695	)		(4.4	)
Average Revenue per Car Out:	$	36.65	$	34.07	$	2.57			7.5
Average Overnight Occupancy(2):		20,726		20,981		(255	)		(1.2	)

——————

(1)

Cars Out refers to the total number of customers exiting during the period.

(2)

Average Overnight Occupancy refers to aggregate average daily occupancy measured for all locations at the lowest point of the day and does not reflect turnover and intra-day activity.

Revenue

Revenue increased due to the addition of one new location during the quarter and an increase in average revenue per car out. The increase in average revenue per car out results mainly from the continuation of our yield management strategy, including price increases, reduced discounting in selected markets, and elimination of low margin daily parking programs in selected markets. A focus on improving the level of customer service in certain locations has supported these price increases.

The decrease in cars out and average overnight occupancy was attributed to competitive pressure and underperforming management in selected markets and a continued strategic shift away from daily parkers. Management has taken action in underperforming markets through more aggressive pricing and replacement of certain managers. Daily parkers, typically airport employees, contribute to a higher number of cars out, but pay discounted rates.

Our airport parking business as a whole has sufficient capacity to accommodate further growth. At locations where we are operating at peak capacity intra-day, we continue to seek opportunities to expand capacity of these locations.

In the quarter ending March 31, 2007 we re-branded eight locations as FastTrack Airport Parking. The re-branding includes replacement of signage, uniforms and the graphics on our shuttle buses. The brand has also been incorporated into a new website. We believe the new website and brand will drive volume increases and, once the balance of facilities have been re-branded, will stream-line marketing efforts.

Direct Expenses

Direct expenses for the quarter ended March 31, 2007 increased due in part to additional costs associated with operating one new location. Direct expenses increased at comparable locations due to higher personnel costs and real and increased lease payments.

In certain markets, additional personnel costs were incurred in response to volume increases, weather conditions and security concerns. In underperforming markets, personnel costs decreased.

Direct expenses include rent in excess of lease, a non-cash item, in the amount of $567,000 and $501,000 for the quarters ended March 31, 2007 and 2006, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter decreased due primarily to the reversal of a 2006 excess bonus reserve in the first quarter of 2007. This was partially offset by higher accounting and professional fees.

Amortization of Intangibles

Amortization increased due to the accelerated amortization of certain intangible assets (trade and domain names) associated with the re-branding project.

30

Interest Expense, Net

Interest expense increased due to the additional interest and finance cost amortization associated with the debt refinanced on September 1, 2006, that consolidated our primary borrowings, and additional capital for current and future capital expenditures at a more favorable interest rate, offset by a small reduction to interest expense from receipts on our derivative instruments, due to favorable LIBOR rates which exceeded our interest rate cap and swap rates.

EBITDA

Excluding unrealized (loss) gain on derivative instruments, EBITDA increased by 3.9%.

Liquidity and Capital Resources

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

·

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

·

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

·

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

·

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

·

IMTT will be able to refinance and increase the size of its existing debt facilities on amended terms during 2007; and

·

we have at least $300.0 million of revolving acquisition financing available and will be able to raise equity to refinance any amounts borrowed under our acquisition facility prior to its maturity.

The section below discusses the sources and uses of cash on a consolidated basis, and our businesses and investments for the quarters ended March 31, 2007 and March 31, 2006. Cash provided by (used in) operating activities for our businesses excludes the impact of the corporate allocation and other operating inter-company activities, which are eliminated at the MIC Inc. level.

OUR CONSOLIDATED CASH FLOW

	Quarter Ended March 31,
	2007		2006			Change
	$		$			$		%
	($ in thousands)
Cash provided by operating activities		27,571		11,821			15,750		133.2
Cash provided by (used in) investing activities		78,858		(1,023	)		79,881		NM
Cash provided by financing activities		2,588		552			2,036		NM

——————

NM – Not meaningful

Key factors influencing our consolidated cash flow were as follows:

·

the increase in our consolidated cash flow provided by operating activities was primarily the result of the positive contribution from the acquisition made by our airport services business (Trajen), the acquisition of TGC and continued organic growth in our consolidated businesses. Offsetting these increases were higher interest expenses resulting from increased debt levels;

·

the increase in our consolidated cash flow provided by investing activities was primarily due to the receipt of sale proceeds in January 2007 from the disposition in our interest in Macquarie Yorkshire Limited in December 2006; and

·

the small increase in our consolidated cash flow provided by financing activities was due to draw downs in debt by our gas production and distribution and district energy businesses in the first quarter of 2007.

31

As of March 31, 2007, our consolidated cash and cash equivalent balances totaled $146.4 million.

The Company capitalizes its operating businesses separately using non-recourse, project finance style debt. In addition, it has a credit facility at its subsidiary, MIC Inc., primarily to finance acquisitions and capital expenditures. At March 31, 2007, the Company had no indebtedness outstanding at the MIC LLC, Trust or MIC Inc. level. For a description of the MIC Inc. revolving acquisition facility, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

AIRPORT SERVICES BUSINESS CASH FLOW

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)
Cash provided by operating activities		19,369			9,493			9,876			104.0
Cash used in investing activities		(1,702	)		(567	)		(1,135	)		200.2
Cash used in financing activities		(11,879	)		(9,153	)		(2,726	)		29.8

Key factors influencing cash flow from our airport services business were as follows:

·

the increase in cash provided by operating activities was the result of the acquisition of Trajen in July 2006 and improved performance at existing locations, partially offset by an increase in interest expense reflecting higher debt levels;

·

cash used in investing activities included capital expenditures of $1.7 million in the first quarter of 2007 compared to $550,000 in the first quarter of 2006, and included $975,000 for maintenance and $727,000 for expansion; and

·

cash used in financing activities included distributions to us of $13.2 million in the first quarter of 2007 compared to $8.9 million in the first quarter of 2006.

The airport services business amended its credit facility in February 2007 to provide for $32.5 million of additional term loan borrowings to partially finance the acquisition of the FBOs located at Stewart International Airport in New York and Santa Monica Airport in California.  The terms of the facility remain the same except that the required minimum adjusted EBITDA increased to $78.2 million for 2007 and $84.1 million for 2008. To hedge the interest commitments under the term loan expansion, MIC Inc. entered into a swap with Macquarie Bank Limited, fixing 100% of the term loan expansion at the following rate:

Start Date	End Date	Rate
March 30, 2007	December 12, 2010	5.2185%

The swap will be transferred to the airport services business at the completion of the acquisition.

For a further description of the airport services business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

BULK LIQUID STORAGE TERMINAL BUSINESS CASH FLOW

The acquisition of our 50% interest was completed on May 1, 2006. The following analysis compares the historical cash flows for IMTT under its current and prior owners. We believe that this is the most appropriate approach to explaining the historical cash flow trends of IMTT rather than discussing the composition of cash flows that is included in our consolidated cash flows.

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)
Cash provided by operating activities		31,023			20,531			10,492			51.1
Cash used in investing activities		(33,809	)		(14,726	)		(19,083	)		129.6
Cash (used in) provided by financing activities		(6,177	)		24,572			(30,749	)		(125.1	)

32

Key factors influencing cash flow at our bulk liquid storage terminal business, including the consolidation of IMTT-Quebec in 2007, were as follows:

·

cash provided by operating activities increased by 51.1%, primarily due to an increase in EBITDA and a decrease in interest paid in 2007, as discussed above and a reduction in working capital;

·

cash used in investing activities increased principally due to high levels of specific capital expenditure relating to the construction of the new facility at Geismar, LA and the construction of new storage tanks at IMTT’s existing facilities at St. Rose, LA, Bayonne, NJ and Quebec, Canada; and

·

cash (used in) provided by financing activities changed due to higher dividend payments and less borrowing to fund capital expenditure in 2007 than in the same period in 2006.

Pursuant to the terms of the shareholders’ agreement between ourselves and the other shareholders in IMTT, all shareholders in IMTT other than MIC Inc. are required to loan all dividends received by them (excluding the $100.0 million dividend paid to prior existing shareholders at the closing of our investment in IMTT), net of tax payable in relation to such dividends, through the quarter ending December 31, 2007 back to IMTT Holdings Inc. The shareholder loan has a fixed interest rate of 5.5% and will be repaid over 15 years by IMTT Holdings Inc. with equal quarterly amortization commencing March 31, 2008. Shareholder loans of $16.8 million were outstanding as at March 31, 2007.

For a description of the bulk liquid storage terminal business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. We have not had any material changes to our debt and credit facilities since March 1, 2007, our 10-K filing date.

GAS PRODUCTION AND DISTRIBUTION BUSINESS CASH FLOW

Because TGC’s cash flows are only included in our financial results from June 7, 2006 through March 31, 2007, the following analysis compares the historical cash flows for TGC under both its current and prior owners for the quarter ended March 31, 2007 and 2006. We believe that this is the most appropriate approach to explaining the historical cash flow trends of TGC rather than discussing the composition of cash flows that is included in our consolidated cash flows.

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)
Cash provided by operating activities		4,456			9,336			(4,880	)		(52.3	)
Cash used in investing activities		(1,956	)		(2,102	)		146			(6.9	)
Cash used in financing activities		(121	)		(891	)		770			(86.4	)

Key factors influencing cash flow from our gas production and distribution business were as follows:

·

the decrease in cash provided by operating activities was the result of normal working capital fluctuations and lower income. Working capital fluctuations were primarily due to $2.0 million higher accounts payable balances in the prior period;

·

cash used in investing activities for both periods was principally for capital additions; and

·

cash used in financing activities for the first quarter of 2007 comprised distributions to us of $1.1 million, offset by $1.0 million of new long-term borrowing that was used to finance the purchase of utility assets. Cash used in financing activities during the first quarter of 2006 was for distributions to the previous owner.

At March 31, 2007, TGC had $17.0 million available to borrow under its $20.0 million revolving credit facility.

Pursuant to our purchase agreement and regulatory requirements related to our purchase, an escrow account of $4.5 million was established on June 7, 2006 to be used to recover utility fuel cost adjustments. Of this amount, $1.7 million was withdrawn as reimbursement for the previously described fuel cost adjustments since the acquisition. The remaining $2.8 million may be released to TGC to reimburse it for future fuel cost adjustments.

For a description of the gas production and distribution business’ debt facilities see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. We

33

have not had any material changes to our debt facilities since March 1, 2007, our 10-K filing date, except for the additional drawdown of $1.0 million during the quarter ended March 31, 2007.

DISTRICT ENERGY BUSINESS CASH FLOW

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)
Cash provided by operating activities		3,089			570			2,519			NM
Cash used in investing activities		(2,315	)		(493	)		(1,822	)		NM
Cash used in financing activities		(728	)		(2,839	)		2,111			(74.4	)

——————

NM – Not meaningful

Key factors influencing cash flow from our district energy business were as follows:

·

the increase in cash provided by operating activities was a result of various working capital items, primarily increases in accounts payable and accrued expenses relating to increased growth capital expenditures;

·

the increase in cash used in investing activities was due to growth capital expenditures for plant expansion and new customer connections and the timing of on-going maintenance capital expenditures for system reliability; and

·

the decrease in cash used in financing activities was due to lower distributions to us in the first quarter of 2007, being $2.4 million, compared with $4.1 million in the first quarter of 2006 and also additional borrowings in 2007 of $1.8 million to finance capital expenditures. Payments made to us to settle inter-company balances in the first quarter of 2007 are included within cash provided by operating activities.

For a description of the district energy business’ debt and credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of Form 10-K for the fiscal year ended December 31, 2006. We have not had any material changes to our debt and credit facilities since March 1, 2007, our 10-K filing date, except for the additional drawdown of the revolving credit facility of $1.8 million during the quarter ended March 31, 2007.

AIRPORT PARKING BUSINESS CASH FLOW

	Quarter Ended March 31,
	2007			2006			Change
	$			$			$			%
	($ in thousands)
Cash (used in) provided by operating activities		(160	)		925			(1,085	)		(117.3	)
Cash used in investing activities		(1,585	)		(480	)		(1,105	)		NM
Cash used in financing activities		(634	)		(3,606	)		2,972			(82.4	)

——————

NM – Not meaningful

Key factors influencing cash flow from our airport parking business were as follows:

·

the decrease in cash provided by operating activities was due to movements in working capital items, including trade payables, prepaid expenses and trade receivables;

·

the increase in cash used in investing activities was a result of higher capital expenditures in the fist quarter of 2007, being $1.6 million, compare to $477,000 in the first quarter of 2006; and

·

financing activities in the first quarter of 2007 included a $1.0 million distribution to shareholders, including us, in addition to $504,000 payments on capital leases, which were offset by an increase in restricted cash of $936,000. During the first quarter of 2006, a partial repayment of the inter-company loan of $3.2 million was paid to us.

34

For a description of the airport parking business’ debt and credit facilities, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report of Form 10-K for the fiscal year ended December 31, 2006. We have not had any material changes to our debt and credit facilities since March 1, 2007, our 10-K filing date.

Capital Expenditures

We have detailed our capital expenditures on a segment-by-segment basis, which we believe is a more appropriate approach to explaining our capital expenditure requirements on a consolidated basis.

AIRPORT SERVICES BUSINESS

Maintenance Capital Expenditure

We expect to spend approximately $3.8 million, or $200,000 per FBO, per year on maintenance capital expenditure at Atlantic’s existing FBO’s. At our newly acquired Trajen FBO’s we expect to spend approximately $3.3 million or $140,000 per FBO, per year on maintenance capital expenditure. The amounts will be spent on items such as repainting, replacing equipment as necessary and any ongoing environmental or required regulatory expenditure, such as installing safety equipment. This expenditure is funded from cash flow from operations.

Specific Capital Expenditure

Several specific capital projects that were started in 2006 are expected to be completed in 2007. Expenditures related to these specific projects are expected to total approximately $12.4 million at Atlantic’s existing FBO’s and $2.7 million at the Trajen FBO’s. We intend to fund these expenditures from cash on hand.

BULK LIQUID STORAGE TERMINAL BUSINESS

Maintenance Capital Expenditure

During the three months ended March 31, 2007, IMTT spent $7.0 million on maintenance capital expenditure, including $5.2 million principally in relation to storage tank refurbishments and $1.7 million on environmental capital expenditure, principally in relation to improvements in containment measures and remediation. Looking forward it is anticipated that total maintenance capital expenditure (maintenance and environmental) is unlikely to exceed a range of between $30.0 million and $40.0 million per year. The expected level of future maintenance capital expenditure over the longer term primarily reflects the need for increased environmental expenditure going forward both to remediate existing sites and to upgrade waste water treatment and spill containment infrastructure to comply with environmental regulations.

Specific Capital Expenditure

IMTT is currently constructing a bulk liquid chemical storage and handling facility on the Mississippi River at Geismar, LA. To date, IMTT has committed approximately $162.0 million of growth capital expenditure to the project. Based on the current project scope and subject to certain minimum volumes of chemical products being handled by the facility, existing customer contracts are anticipated to generate terminal gross profit and EBITDA of at least approximately $18.8 million per year. Completion of construction of the initial $162.0 million phase of the Geismar project is targeted for the first quarter of 2008. In the aftermath of Hurricane Katrina, construction costs in the region affected by the hurricane have increased and labor shortages have been experienced. Although a significant amount of the impact of Hurricane Katrina on construction costs has already been incorporated into the capital commitment plan, there could be further negat ive impacts on the cost of constructing the Geismar, LA project (which may not be offset by an increase in gross profit and EBITDA contribution) and/or the project construction schedule.

In addition to the Geismar project, IMTT has recently completed the construction of 10 new storage tanks and is currently in the process of constructing a further 11 new storage tanks with a total capacity of approximately 2.0 million barrels at its Louisiana facilities at a total estimated cost of $63.0 million. It is anticipated that construction will be completed during 2007 and early 2008. Rental contracts with initial terms of at least three years have already been executed in relation to the substantial majority of these tanks with the balance to be used to

35

service customers while their existing tanks are undergoing scheduled maintenance over the next five years. Overall, it is anticipated that the operation of the new tanks will contribute approximately $10.7 million to IMTT’s terminal gross profit and EBITDA annually.

At the Quebec facility, IMTT is currently in the process of constructing four new storage tanks with total capacity of 269,000 barrels. All of these tanks are already under customer contract with a minimum term of three years. Total construction costs are projected at approximately $7.2 million. Construction of these tanks is anticipated to be completed during 2007 and their operation is anticipated to contribute approximately $1.6 million to the Quebec terminal’s gross profit and EBITDA annually.

During the three months ended March 31, 2007, IMTT spent $30.7 million on specific expansion projects including $21.6 million in relation to the construction the new bulk liquid chemical storage facility at Geismar, LA and $3.4 million and $1.5 million at St Rose, LA and Quebec, Canada principally in relation to the construction of new storage tanks. The balance of the specific capital expenditure related to a number of smaller projects to improve the capabilities of IMTT’s facilities.

It is anticipated that the proposed specific capital expenditure will be fully funded using a combination of IMTT’s cash flow from operations, IMTT’s debt facilities, the proceeds from our investment in IMTT and future loans from the IMTT shareholders other than us. IMTT’s current debt facilities will need to be refinanced on amended terms and increased in size during 2007 to provide the funding necessary for IMTT to fully pursue its expansion plans.

GAS PRODUCTION AND DISTRIBUTION BUSINESS

Capital Expenditure

During 2007, TGC expects to spend approximately $9.5 million for capitalized maintenance, routine replacements of property, and to support new customer growth in 2007. Approximately $2.0 million of the expected total year capital expenditures are for new customer hook-ups.  The remaining $7.5 million comprises approximately $400,000 for vehicles and $7.1 million for other renewals and upgrades. A portion of the utility-related expenditures will be funded from available debt facilities. As of March 31, 2007, approximately $2.1 million has been spent for renewals and upgrades, as well as new customers.

DISTRICT ENERGY BUSINESS

Maintenance Capital Expenditure

Our district energy business expects to spend approximately $1.0 million per year on capital expenditures relating to the replacement of parts, system reliability, customer service improvements and minor system modifications of which $281,000 has been spent in the first quarter of 2007. Since 2004, minor system modifications have been made that increased system capacity by approximately 3,000 tons. Maintenance capital expenditures for 2007 will be funded from available debt facilities.

Specific Capital Expenditure

We anticipate spending up to approximately $8.1 million for system expansion in 2007 and 2008.  As of March 31, 2007, $3.1 million has been spent or committed. This expansion, in conjunction with operational efficiencies we have achieved at our plants and throughout our system, will increase saleable capacity in the downtown cooling system by a total of 16,000 tons. Approximately 6,700 tons of saleable capacity was used in 2006 to accommodate four customers that converted from interruptible to continuous service. The balance of saleable capacity (approximately 9,300 tons) has been sold or is in the process of being sold to new existing customers.

As of April 15, 2007, we have signed contracts with five customers representing approximately 90% of the remaining additional saleable capacity. One customer began service in late 2006 and the other four customers will begin service between 2007 and 2009.  We have identified the likely purchasers of the remaining saleable capacity and expect to have contracts signed by the end of 2007.  Management is currently assessing additional operational strategies and methods to expand the system to accommodate increased demand for district cooling in Chicago.

36

We estimate that we will incur additional capital expenditure of $5.5 million connecting new customers to the system between 2007 and 2008. Typically, new customers will reimburse our district energy business for some, if not all, of these connection expenditures effectively reducing the impact of this capital expenditure. 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 committing to the capital expenditure. Approval from the City of Chicago has been obtained where required to accommodate expansion of the underground distribution piping necessary to connect the above referenced anticipated new customers.

Based on recent contract experience, each new ton of capacity sold will add approximately $425 to annual revenue in the first year of service.

We expect to fund the capital expenditure for system expansion and interconnection by drawing on available debt facilities.

AIRPORT PARKING BUSINESS

Maintenance Capital Expenditure

Maintenance capital projects include regular replacement of shuttle buses and IT equipment, some of which are capital expenditures paid in cash and some of which are financed, including with capital leases.

During 2007, our airport parking business expects to commit to maintenance related capital projects totaling $2.9 million of which $1.8 million will be funded through debt and other financing activities. The balance of $1.1 million will be paid in cash.

Specific Capital Expenditure

In 2007, our airport parking business expects to commit to $77,000 of specific capital projects which will be paid in cash.

Commitments and Contingencies

For a discussion of 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, please see “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, 2006, filed with the SEC on March 1, 2007. We have not had any material changes to those commitments since March 1, 2007, except as discussed in Note 17, Subsequent Events, to our consolidated condensed financial statements in Part I, Item I of this Form 10-Q.

Critical Accounting Policies

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, 2006. Our critical accounting policies have not changed materially from the description contained in that Annual Report.

New Accounting Pronouncements

See Note 3, Adoption of New Accounting Pronouncement, to our consolidated condensed financial statements in Part I, Item I of this Form 10-Q for details on new accounting pronouncements which is incorporated herein by reference.

Other Matters

The 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

37

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, 2006. 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.

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, 2006. Our exposure to market risk has not changed materially since March 1, 2007, our 10-K filing date.

Item 4. Controls and Procedures

Under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) of the Exchange Act) 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 March 31, 2007.

In January 2007, we began applying hedge accounting for derivative instruments. This resulted in the installation and testing of the following procedures and training:

·

We continue to provide appropriate training to our accounting staff regarding hedge accounting for derivative instruments.

·

We have updated our policies and procedures to ensure that, with regard to hedge accounting for derivative instruments:

·

Our procedures require the completion and senior review of a detailed report listing the specific criteria supporting the determination that hedge accounting is appropriate at the inception or acquisition of a derivative instrument and an analysis of any required tests of hedge effectiveness.

·

Our procedures require the completion and senior review of a detailed report stating how we test for effectiveness and measure ineffectiveness on a quarterly basis for each derivative instrument.

·

Our procedures require the completion and senior review of a detailed quarterly report reassessing the initial determination for each derivative instrument and, where applicable, retesting for effectiveness and measuring ineffectiveness.

·

We require that our policies and procedures for accounting for derivative instruments be reviewed periodically by an external consultant to address any changes in law, interpretations, or guidance relating to hedge accounting.

·

An external consultant with hedge accounting expertise may review specific transactions from time to time to provide guidance on our accounting for derivatives instruments with regard to market practice.

·

We installed and utilize hedge accounting software to assist management in maintaining sufficient documentation, perform required effectiveness testing and calculating amounts to record.

Except as described above, there has been no change in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended March 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

38

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material legal proceedings other than as disclosed in Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

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

39

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: May 8, 2007	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: May 8, 2007	By:	/s/ Peter Stokes
		Name: Peter Stokes Title: Chief Executive Officer
	MACQUARIE INFRASTRUCTURE COMPANY LLC
Dated: May 8, 2007	By:	/s/ Francis T. Joyce
		Name: Francis T. Joyce Title: Chief Financial Officer

40

EXHIBIT INDEX

Exhibit Number	Description
2.1	Stock Purchase Agreement dated as of April 16, 2007 by and among Macquarie FBO Holdings LLC, Mercury Air Centers, Inc., the Stockholders named therein and Allied Capital Corporation, as the Seller Representative
2.2	Form of Stock Option Agreement by and between Kenneth C. Ricci and Macquarie Infrastructure Company LLC
10.1	Letter Agreement dated April 13, 2007 among The Governor and Company of the Bank of Ireland, Bayerische Landesbank and Macquarie Infrastructure Company Inc.
10.2	Waiver and Second Amendment to Amended and Restated Loan Agreement dated as of February 13, 2007 by and among Atlantic Aviation FBO Inc., the several banks and other financial institutions named therein and Mizuho Corporate Bank, Ltd., as Administrative Agent
10.3	Twenty-Fourth Amendment to District Cooling System Use Agreement, dated as of November 1, 2006, by and between the City of Chicago, Illinois and MDE Thermal Technologies, Inc.
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
31.3	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer
32.1	Section 1350 Certification of the Chief Executive Officer
32.2	Section 1350 Certification of the Chief Financial Officer

E-1

EX-2.1

EXHIBIT 2.1

STOCK PURCHASE AGREEMENT

dated as of April 16, 2007

by and among

Macquarie FBO Holdings LLC,

as the Purchaser,

Mercury Air Centers, Inc.

The Stockholders set forth on the

Stockholder Signature Page attached hereto,

as the Sellers

and

Allied Capital Corporation,

as the Seller Representative

TABLE OF CONTENTS

	Page
Article I. The Closing; Purchase and Sale	3
Section 1.1 Purchase and Sale	3
Section 1.2 Purchase Price	3
Section 1.3 The Closing	3
Section 1.4 Payment of Consideration	4
Section 1.5 Pre-Closing Purchase Price Adjustment - Capital Expenditures	6
Section 1.6 Pre-Closing Net Working Capital Adjustment	6
Section 1.7 Post-Closing Net Working Capital Adjustment	7
Section 1.8 Tax Benefit of Certain Payments	9
Section 1.9 Seller Representative	9
Section 1.10 Allied Debt Pay-off	11
Article II. Representations and Warranties of the Purchaser	11
Section 2.1 Organization; Corporate Power and Authorization	11
Section 2.2 Binding Effect and Noncontravention	11
Section 2.3 Brokerage	12
Section 2.4 Financial Ability	12
Section 2.5 No Litigation	12
Section 2.6 Investment	12
Section 2.7 Accuracy on Closing Date	12
Section 2.8 Acknowledgement by the Purchaser	13
Article III. Representations and Warranties of the Sellers	13
Section 3.1 Organization; Corporate Power and Authorization	13
Section 3.2 Binding Effect and Noncontravention	13
Section 3.3 Capital Stock	14
Section 3.4 Brokerage	14
Section 3.5 No Litigation	14
Section 3.6 Accuracy on Closing Date	14
Article IV. Representations and Warranties of the Company	15
Section 4.1 Organization; Qualification and Corporate Power	15
Section 4.2 Approvals and Consents	15
Section 4.3 Capitalization; Subsidiaries; Corporate Records	16
Section 4.4 Financial Statements	17
Section 4.5 Events Subsequent to the Latest Balance Sheet	18
Section 4.6 Title to Assets	20
Section 4.7 Compliance with Laws; Permits	20
Section 4.8 Tax Matters	20
Section 4.9 Environmental Matters	23
Section 4.10 Intellectual Property	24
Section 4.11 Real Estate	24
Section 4.12 Certain Litigation	26
Section 4.13 Employee Benefits	26
Section 4.14 Affiliate Transactions	27
Section 4.15 Insurance	27
Section 4.16 Employees	28
Section 4.17 Contracts	29
Section 4.18 Brokerage	31
Section 4.19 Bank Accounts	31
Section 4.20 Accuracy on Closing Date	31
Section 4.21 No Additional Representations	32
Article V. Covenants and Other Agreements	32
Section 5.1 General; Consents; Airport Estoppels	32
Section 5.2 Operation of Business	35
Section 5.3 Access to Records; Assistance	36
Section 5.4 Notice of Developments	38
Section 5.5 Public Announcements	39
Section 5.6 HSR Act	39
Section 5.7 Transaction Expenses; Transfer Taxes	39
Section 5.8 Further Assurances	40
Section 5.9 Record Retention	40
Section 5.10 Indemnification of Directors and Officers	40
Section 5.11 Restrictive Covenants	41
Section 5.12 Distribution of Excluded Assets	41
Section 5.13 Use of Certain Trade Names and Trademarks	42
Section 5.14 No Shop	42
Section 5.15 Securities Laws	42
Section 5.16 Employee Matters	43
Section 5.17 Letters of Credit	44
Section 5.18 Releases	44
Section 5.19 Tax Matters	45
Section 5.20 Transition Services	46
Section 5.21 Amendment or Restatement of Charter	46
Article VI. Survival and Indemnification	46
Section 6.1 Survival of Representations and Warranties	46
Section 6.2 Indemnification Obligations of the Sellers	46
Section 6.3 Indemnification Obligations of the Purchaser	47
Section 6.4 Limitations on Indemnification	48
Section 6.5 Indemnification Procedures	49
Section 6.6 Exclusive Remedy	51
Article VII. Conditions to the Closing	51
Section 7.1 Conditions of the Purchaser’s Obligation	51
Section 7.2 Conditions of the Sellers’ Obligation	54
Article VIII. Definitions	55
Article IX. Miscellaneous	64
Section 9.1 Termination	64
Section 9.2 Entire Agreement	65
Section 9.3 Specific Performance	65
Section 9.4 Confidentiality	65
Section 9.5 Amendment; Waiver	65
Section 9.6 Successors and Assigns	66
Section 9.7 Governing Law	66
Section 9.8 Notices	66
Section 9.9 Schedules and Exhibits	67
Section 9.10 Counterparts	68
Section 9.11 Time is of the Essence	68
Section 9.12 No Third-Party Beneficiaries	68
Section 9.13 Headings	68

LIST OF EXHIBITS

Exhibit A - Escrow Agreement

Exhibit B - Financial Statements

Exhibit C - Airport Estoppel Letter

Exhibit D - Confidentiality Agreement

Exhibit E - License Agreement

Exhibit F - Company Legal Opinion

Exhibit G - Net Working Capital

Exhibit H Stock Exchange Terms and Conditions

Exhibit I Option Agreement

LIST OF DISCLOSURE SCHEDULES

Indebtedness Schedule

Transaction Expenses Schedule

FBO Capital Expenditure Schedule

Capital Stock Schedule

Conflicts Schedule

Consents Schedule

Capitalization Schedule

Subsidiaries Schedule

Financial Statements Schedule

Excluded Assets Schedule

Developments Schedule

Title to Assets Schedule

Motor Vehicles Schedule

Compliance Schedule

Taxes Schedule

Environmental Matters Schedule

Intellectual Property Schedule

Real Estate Schedule

Litigation Schedule

Employee Benefits Schedule

Affiliate Transactions Schedule

Insurance Schedule

Employee Schedule

Contracts Schedule

Bank Accounts Schedule

Airport Estoppel Schedule

Seller Elimination Schedule

Interim Operations Schedule

D&O Indemnification Schedule

Letter of Credit Schedule

Material Adverse Effect Schedule

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 16, 2007 (the “Execution Date”), by and among Macquarie FBO Holdings LLC, a Delaware limited liability company (the “Purchaser”), Mercury Air Centers, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on the stockholder signature page attached hereto (each a “Seller” and collectively, the “Sellers”), and Allied Capital Corporation, a Maryland corporation, as the Seller Representative (as defined below). The Purchaser, the Sellers and the Company are sometimes referred to collectively herein as the “Parties.” Certain capitalized terms which are used herein are defined in Article VIII below.

WHEREAS, as of the date hereof, Allied Capital Corporation, Directional Aviation Group, LLC and David Moore (collectively, the “Initial Closing Sellers”) own 61,039.33 shares of Common Stock of the Company, $0.01 par value per share, and Allied Capital Corporation owns one share of Series A Non-Voting Common Stock of the Company, $0.01 par value per share (together, the “Initial Closing Shares”);

WHEREAS, as of the date hereof, Kenneth C. Ricci owns 7,745.36 shares of Common Stock of the Company, $0.01 par value per share (the “Ricci Shares”);

WHEREAS, the Initial Closing Shares and the Ricci Shares represent 100% of the issued and outstanding capital stock of the Company as of the date hereof;

WHEREAS, immediately prior to the Closing, Kenneth C. Ricci will exchange the Ricci Shares for 7,745.36 shares of preferred stock of the Company (the “Option Shares”) pursuant to Section 7.1(j) hereof;

WHEREAS, the Initial Closing Sellers and the Purchaser desire to enter into this Agreement pursuant to which the Initial Closing Sellers agree to sell to the Purchaser and the Purchaser agrees to purchase from the Initial Closing Sellers all of the Initial Closing Shares on the Closing Date;

WHEREAS, Kenneth C. Ricci and the Purchaser desire to enter into this Agreement pursuant to which Kenneth C. Ricci agrees to sell to the Purchaser and the Purchaser agrees to purchase from Kenneth C. Ricci, the Option (defined below) on the Closing Date; and

WHEREAS, Macquarie Infrastructure Company LLC, as a material beneficiary of the transactions contemplated by this Agreement, and as a material inducement to the Company’s and each Seller’s willingness to enter into this Agreement, is entering in a guaranty agreement on even date herewith to guarantee the Purchaser’s obligations hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual promises made herein, and in consideration of the representations, warranties and covenants herein contained, the Parties hereby agree as follows:

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ARTICLE I.

THE CLOSING; PURCHASE AND SALE

Section 1.1Purchase and Sale

At the Closing, subject to the terms and conditions set forth in Section 7.1 and Section 7.2 below, as applicable: (a) the Purchaser shall purchase from the Initial Closing Sellers, and the Initial Closing Sellers shall sell, convey, assign, transfer, and deliver to the Purchaser, all of the Initial Closing Shares free and clear of all liens; and (b) the Purchaser shall purchase from Kenneth C. Ricci, and Kenneth C. Ricci shall sell, convey, assign, transfer, and deliver to the Purchaser, the Option.

Section 1.2Purchase Price

(a)The purchase price for the Initial Closing Shares (the “Initial Closing Shares Purchase Price”) shall be: $6,200.41756 per share, less an amount per share equal to the quotient of (i) the aggregate dollar amount that would be required to pay in full, as of the Closing Date, the outstanding principal and all accrued and unpaid interest, fees, prepayment premiums and penalties, if any, of the Indebtedness described in items 1 and 2 on the Indebtedness Scheduledivided by (ii) 68,785.69. The Initial Closing Shares Purchase Price will be paid by the Purchaser as described in Section 1.4 below. The Initial Closing Shares Purchase Price may be adjusted prior to the Closing pursuant to Section 1.5, Section 1.6 and Section 1.8 below. The Initial Closing Shares Purchase Price may be adjusted after the Closing pursuant to Section 1.7 below.

(b)The purchase price for the Option shall be as set forth in the Option Agreement (defined below) (the “Option Purchase Price”).

(c)The exercise price for the Option Shares shall be as set forth in the Option Agreement (the “Option Shares Exercise Price”). The Initial Closing Shares Purchase Price, the Option Purchase Price and the Option Shares Exercise Price shall be referred to collectively hereinafter as the “Purchase Price.”

Section 1.3The Closing

The closing of the purchase and sale of the Initial Closing Shares and the Option (together, the “Sale”), and the transactions relating thereto (collectively, the “Closing”), shall take place at the offices of DLA Piper US LLP, 1200 Nineteenth Street, NW, Washington, D.C. 20036-2412 (or at such other location as the Parties may agree), commencing at 10:00 a.m. local time on the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties shall take at the Closing itself), unless such date is within the fourteen-day period preceding the end of any calendar quarter, in which case the Closing will take place on the first Business Day immediately after the end of such calendar quarter, or at such other time and place as Purchaser and Seller Representative agree. The date and time of the Closing are referred to as the “Closing Date.” The Closing will be effective as of 12:01 a.m., New York time on the Closing Date.

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Section 1.4Payment of Consideration

(a)At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Section 7.1 and Section 7.2 below:

(i)The Purchaser shall deliver $174.45489 for each of the Initial Closing Shares (the “Initial Closing Shares Escrow Fund”) to the Escrow Agent on the Closing Date for deposit into an escrow account as security for any liability of the Initial Closing Sellers pursuant to: (A) the purchase price adjustment in Section 1.7 below; or (B) the indemnity obligations set forth in Section 5.19 or Section 6.2 of this Agreement. The Initial Closing Shares Escrow Fund shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit A hereto.

(ii)The Purchaser shall pay, or cause to be paid, on behalf of the Sellers, the Company and its Subsidiaries, certain costs, fees and expenses owed to third parties relating to the transactions contemplated by this Agreement, which are the responsibility of the Sellers, the Company and its Subsidiaries, by wire transfer of immediately available funds as directed by such third parties at or prior to the Closing, as described on the Transaction Expenses Schedule and the Company shall deliver to the Purchaser all appropriate payoff letters with releases from such third parties.

(iii)The Purchaser shall pay to the Initial Closing Sellers on a pro rata basis based upon each Seller’s ownership of the Initial Closing Shares immediately prior to the Closing, by wire transfer of immediately available funds to the bank and account specified by the Seller Representative at or prior to the Closing:

(A)the Initial Closing Shares Purchase Price,

(B)less the amount of the payment per share described in Section 1.4(a)(i) above for each of the Initial Closing Shares,

(C)less an amount per share for each of the Initial Closing Shares equal to the quotient of (I) the amount of the payment described in Section 1.4 (a)(ii) above divided by (II) 68,785.69,

(D)plus the amount of any adjustments in favor of the Initial Closing Sellers pursuant to Section 1.5,

(E)less the amount of any adjustment in favor of the Purchaser pursuant to Section 1.6(e),

(F)plus the amount of any adjustments in favor of the Initial Closing Sellers pursuant to Section 1.8, and

(G)plus an amount per share for each of the Initial Closing Shares equal to the quotient of (I) the Company’s Cash on Hand divided by (II) 68,785.69.

(iv)The Purchaser shall pay the amount of any adjustment in favor of the Sellers pursuant to Section 1.6(d) to the Seller Representative to be distributed in accordance with Section 1.7(e).

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(v)The Initial Closing Sellers shall deliver to the Purchaser all of the stock certificates representing the Initial Closing Shares, endorsed in blank or accompanied by duly executed assignment documents, free and clear of security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims and demands.

(vi)The Purchaser or the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of the Initial Closing Shares such amounts as the Purchaser or the Escrow Agent are required to deduct and withhold under the Code, or any provision of state, local, provincial or foreign Tax Law, or pursuant to other applicable judgments, decrees, injunctions or orders, with respect to the making of such payment. To the extent that amounts are so withheld by the Purchaser or the Escrow Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Initial Closing Shares in respect of whom such deduction and withholding was made by the Purchaser or the Escrow Agent.

(b)At the Closing, the Purchaser or its Affiliate shall pay the Option Purchase Price to Kenneth C. Ricci upon the execution of the Option Agreement by all parties, by wire transfer of immediately available funds to the bank and account specified by Kenneth C. Ricci at or prior to the Closing.

(c)At the closing of the purchase of the Option Shares, if any (the “Subsequent Closing”) pursuant to all of the terms and conditions set forth in the Option Agreement:

(i)The Purchaser shall deliver $174.45489 for each of the Option Shares (the “Option Shares Escrow Fund”) to the Escrow Agent on the date of the Subsequent Closing (the “Subsequent Closing Date”) for deposit into the same escrow account referenced in Section 1.4(a)(i) as security for any liability of Kenneth C. Ricci pursuant to: (A) the purchase price adjustment in Section 1.7 below; or (B) the indemnity obligations set forth in Section 5.19 or Section 6.2 of this Agreement. The Option Shares Escrow Fund shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit A hereto. The Initial Closing Shares Escrow Fund and the Option Shares Escrow Fund are together referred to hereinafter as the “Escrow Fund.”

(ii)The Purchaser shall pay the Option Shares Exercise Price to Kenneth C. Ricci by wire transfer of immediately available funds as directed by the Seller Representative at or prior to the Subsequent Closing.

(iii)Kenneth C. Ricci shall deliver to the Purchaser all of his rights to the Option Shares.

(iv)The Purchaser or the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Option Agreement to any holder of the Option Shares such amounts as the Purchaser or the Escrow Agent are required to deduct and withhold under the Code, or any provision of state, local, provincial or foreign Tax Law, or pursuant to other applicable judgments, decrees, injunctions or orders, with respect to the making of such payment. To the extent that amounts are so withheld by the Purchaser or the Escrow Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Option Shares in respect of whom such deduction and withholding was made by the Purchaser or the Escrow Agent.

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Section 1.5Pre-Closing Purchase Price Adjustment - Capital Expenditures

The Company and its Subsidiaries have incurred from and after January 1, 2007, and anticipate incurring from and after the date hereof through the Closing, certain budgeted capital expenditures relating to the Business as set forth on the attached FBO Capital Expenditure Schedule. To the extent that the Company and its Subsidiaries incur and pay such expenditures (other than expenditures related to those projects identified on the FBO Capital Expenditure Schedule as being “discretionary projects”) from and after January 1, 2007 but prior to the Closing (the “Reimbursable Cap-Ex Amount”) and the documentation set forth in Section 7.1(g)(iv) is provided to the Purchaser prior to Closing to substantiate the Reimbursable Cap-Ex Amount, the Initial Closing Shares Purchase Price shall be increased pursuant to Section 1.4(a)(iii) by an amount per share equal to the quotient of (a) the Reimbursable Cap-Ex Amount divided by (b) 68,785.69.

Section 1.6Pre-Closing Net Working Capital Adjustment

(a)At least five (5) Business Days prior to the Closing, the Company shall deliver its best estimate of the balance sheet of the Company and its Subsidiaries as of the Closing (the “Estimated Closing Balance Sheet”) and a calculation from the Estimated Closing Balance Sheet (the “Estimated Net Working Capital Calculation”) of the estimated Net Working Capital (the “Estimated Net Working Capital”), determined in accordance with the definition of Net Working Capital in Article VIII.

(b)For purposes of this Agreement, Target Net Working Capital means negative Five Hundred Seventy Thousand Ninety-Four Dollars (-$570,094).

(c)If the Estimated Net Working Capital is equal to the Target Net Working Capital, then there shall be no adjustment to the Purchase Price under this Section 1.6.

(d)To the extent that the Estimated Net Working Capital exceeds the Target Net Working Capital (the “Estimated Working Capital Surplus”), then the Purchase Price shall be increased pursuant to Section 1.4(a)(iv) by an amount per share equal to the quotient of (i) the Estimated Working Capital Surplus divided by (ii) 68,785.69.

(e)To the extent that the Target Net Working Capital exceeds the Estimated Net Working Capital (the “Estimated Working Capital Deficiency”), then the Purchase Price shall be decreased pursuant to Section 1.4(a)(iii) by an amount per share equal to the quotient of (x) the Estimated Working Capital Deficiency divided by (y) 68,785.69.

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Section 1.7Post-Closing Net Working Capital Adjustment

Following the Closing Date, the Initial Closing Shares Purchase Price shall be adjusted, if at all, as set forth below:

(a)The Purchaser shall prepare and deliver to the Seller Representative within seventy-five (75) days after the Closing Date an unaudited balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Proposed Closing Balance Sheet”) and a calculation from the Proposed Closing Balance Sheet (the “Proposed Net Working Capital Calculation”) of Net Working Capital (the “Proposed Net Working Capital”), determined in accordance with the definition of Net Working Capital in Article VIII.

(b)On or prior to the 45th day following the Purchaser’s delivery of the Proposed Closing Balance Sheet and the Proposed Net Working Capital Calculation, the Seller Representative may give the Purchaser a written notice stating in reasonable detail the Seller Representative’s objections (an “Objection Notice”) to the Proposed Closing Balance Sheet or the Proposed Net Working Capital Calculation. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination set forth on the Proposed Closing Balance Sheet or the Proposed Net Working Capital Calculation which is not specifically objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the Parties upon delivery of the Objection Notice. If the Seller Representative does not give the Purchaser an Objection Notice within such 45-day period, then the Proposed Closing Balance Sheet and the Proposed Net Working Capital Calculation shall be conclusive and binding upon the Parties and the Net Working Capital set forth in the Proposed Net Working Capital Calculation will constitute the Net Working Capital for purposes of this Section 1.7. During such 45-day period, the Purchaser shall provide the Seller Representative with access to the Company’s books and records and its personnel and accountants as may be reasonably necessary for the Seller Representative to review the Proposed Closing Balance Sheet and the Proposed Net Working Capital Calculation.

(c)Following the Purchaser’s receipt of any Objection Notice, the Seller Representative and the Purchaser shall attempt to negotiate in good faith to resolve such dispute. In the event that the Seller Representative and the Purchaser fail to agree on any of the Seller Representative’s proposed adjustments set forth in the Objection Notice within thirty (30) days after the Purchaser receives the Objection Notice, the Seller Representative and the Purchaser agree that a mutually acceptable accounting firm of nationally recognized standing (the “Independent Auditors”) shall, within the 45-day period immediately following such 30-day period, make the final determination of the Net Working Capital in accordance with the terms of this Agreement. The Purchaser and the Seller Representative each shall provide the Independent Auditors with their respective determinations of the Net Working Capital. The Independent Auditors shall make an independent determination of the Net Working Capital that, assuming compliance with the previous clause, shall be final and binding on the Sellers and the Purchaser if such independent determination shall be within the range proposed by the Purchaser and the Seller Representative in the Proposed Net Working Capital Calculation and the Objection Notice. If the Independent Auditors’ determination of the Net Working Capital is outside of the range proposed by the Purchaser and the Seller Representative in the Proposed Net Working Capital Calculation and the Objection Notice, then the Party whose calculation of Net Working Capital was closer to that of the Independent Auditors shall be final and binding on the Sellers and the Purchaser. The fees, costs and expenses of the Independent Auditors shall be paid by the party whose calculation of Net Working Capital was different by the greater amount from that of the Independent Auditors.

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(d)The term “Closing Balance Sheet” shall mean the Proposed Closing Balance Sheet delivered pursuant to Section 1.7(a) as adjusted, if at all, pursuant to Sections 1.7(b) and (c).

(e)Any payment received by the Seller Representative pursuant to Section 1.4(a)(iv) shall be held by the Seller Representative until the Net Working Capital is finally determined pursuant to this Section 1.7.

(i)If the Estimated Net Working Capital equals the Net Working Capital as finally determined pursuant to this Section 1.7, then there shall be no adjustment to the consideration paid at Closing pursuant to Section 1.4.

(ii)To the extent that the Estimated Net Working Capital exceeds the Net Working Capital as finally determined pursuant to this Section 1.7 (the “Final Working Capital Deficiency”), then the Sellers shall be required to pay to the Purchaser, within five Business Days after the calculation of Net Working Capital becomes binding in accordance with this Section 1.7, by wire transfer of immediately available funds to the accounts designated in writing by the Purchaser, an amount per share equal to the quotient of (i) the Final Working Capital Deficiency divided by (ii) 68,785.69 (provided, that, such payment shall be satisfied first from the amount, if any, paid to the Seller Representative pursuant to Section 1.4(a)(iv) and if any amounts remain owing to the Purchaser following payment of such funds, then from the Escrow Fund (but only up to $29.07582 per share) prior to requiring the Sellers to make any payment hereunder). Notwithstanding the foregoing, if the Purchaser has not purchased the Option Shares pursuant to the Option Agreement prior to the determination of the Final Working Capital Deficiency, any amounts required to be paid from the Escrow Fund or by the Sellers as provided above shall only be paid with respect to the Initial Closing Shares. If the Purchaser purchases the Option Shares pursuant to the Option Agreement after the determination of the Final Working Capital Deficiency, any amounts required to be paid from the Escrow Fund or by the Sellers as provided above shall be paid with respect to the Option Shares upon the purchase of the Option Shares.

(iii)To the extent that the Net Working Capital as finally determined pursuant to this Section 1.7 exceeds the Estimated Net Working Capital (the “Final Working Capital Surplus”), then the Purchaser shall pay to the Sellers, within five Business Days after the calculation of Net Working Capital becomes binding in accordance with this Section 1.7, on a pro rata basis based upon each Seller’s ownership of the Initial Closing Shares and the Option Shares immediately prior to the Closing Date, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative, an amount per share equal to the quotient of (x) the Final Working Capital Surplus divided by (y) 68,785.69. Notwithstanding the foregoing, if the Purchaser has not purchased the Option Shares pursuant to the Option Agreement prior to the determination of the Final Working Capital Surplus, any amounts required to be paid by the Purchaser as provided above with respect to the Option Shares shall be paid to the Seller Representative, who shall deposit such amounts into an escrow account with the Escrow Agent for disbursement to Kenneth C. Ricci or the Purchaser as provided below. If the Purchaser purchases the Option Shares pursuant to the Option Agreement after the determination of the Final Working Capital Surplus but on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into escrow pursuant to the immediately preceding sentence to Kenneth C. Ricci by wire transfer of immediately available funds to the accounts designated in writing by Kenneth C. Ricci. If the Purchaser has not purchased the Option Shares pursuant to the Option Agreement on or prior to November 12, 2007, then the Seller Representative shall promptly disburse the amounts deposited into escrow as provided above to the Purchaser by wire transfer of immediately available funds to the accounts designated in writing by the Purchaser.

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(iv)The amount, if any, retained by the Seller Representative as a result of any payment pursuant to Section 1.4(a)(iv) following the payments required pursuant to Section 1.7(e)(iii) shall be distributed by the Seller Representative to the Sellers in the same manner as described in Section 1.7(e)(iii).

Section 1.8Tax Benefit of Certain Payments

All payments of the type and nature described in Section 1.4(a)(ii) above, any bonus, compensation or similar payments actually made to, or received by, employees of the Company and its Subsidiaries on or prior to the Closing relating directly or indirectly to the consummation of the Closing, and any other transaction-related costs, expenses and fees actually incurred by the Sellers, the Company and its Subsidiaries (collectively, “Transaction Expenses”) and paid on or prior to the Closing will be deemed to be paid, for all accounting and Tax reporting purposes, immediately prior to the consummation of the Closing. To the extent that the Transaction Expenses are entitled to be deducted by the Company under applicable Tax laws (the “Company Deductible Transaction Expenses”), then the Initial Closing Shares Purchase Price shall be increased pursuant to Section 1.4(a)(iii) by an amount per share equal to the quotient of (a) twenty percent (20%) of the Company Deductible Transaction Expenses, up to a maximum of Seven Million Dollars ($7,000,000) in the aggregate, divided by (b) 68,785.69.

Section 1.9Seller Representative

(a)Allied Capital Corporation is hereby appointed by each Seller (and their successors and assigns) as agent and attorney-in-fact (the “Seller Representative”) for each Seller, for and on behalf of such Sellers, (i) to enter into and perform the Escrow Agreement, to authorize delivery of cash from the Escrow Fund in satisfaction of claims pursuant to this Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the reasonable judgment of the Seller Representative for the accomplishment of the foregoing, (ii) to take any other action expressly delegated to the Seller Representative under the other terms of this Agreement and (iii) to execute any amendment, waiver or consent of this Agreement or the Escrow Agreement. Any notice to any Seller required or permitted under this Agreement may be satisfied by notice to the Seller Representative.

(b)The Seller Representative shall not be liable for any act done or omitted hereunder as the Seller Representative while acting in good faith and in the exercise of reasonable judgment. Sellers shall severally indemnify the Seller Representative and hold the Seller Representative harmless against any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative. Any party dealing with the Seller Representative is entitled to rely on the actions taken by, and consents and approvals given by, the Seller Representative. A Party shall be entitled to rely on the Seller Representative’s actions, consents and approvals notwithstanding any knowledge of the relying Person. No Person shall have any liability for relying on the Seller Representative in the foregoing manner.

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(c)Concurrent with the execution hereof, each of the Initial Closing Sellers has delivered to the Seller Representative certificates representing such Seller’s Initial Closing Shares, except as provided below, along with stock powers executed in blank, and hereby authorizes the Seller Representative to transfer such shares to Purchaser at the Closing subject to the satisfaction of all of Sellers’ conditions to Closing. Each of the Initial Closing Sellers hereby authorizes the Seller Representative to deliver such certificates to Purchaser in connection with the Closing of the transactions contemplated by this Agreement in exchange for the contemporaneous payment of the portion of the Initial Closing Shares Purchase Price to which such Seller is entitled pursuant to the terms hereof. 3,013.88 of the Initial Closing Shares owned by Directional Aviation Group, LLC (the “Escrowed DAG Shares”) are currently being held by US Bank, NA, successor to Wachovia Bank, N.A. pursuant to the Escrowed Shares Escrow Agreement (the “US Bank Escrow Agreement”) among Wachovia Bank, N.A., Allied Capital Corporation, Directional Aviation Group, LLC and Bluechip Investment Company dated March 17, 2005, as amended on January 27, 2006 to, among other things, add Corporate Wings-CGF, LLC and Corporate Wings-Cleveland, LLC as parties thereto. Because the Escrowed DAG Shares are being held in escrow to secure certain indemnity obligations in favor of the Company and its Subsidiaries until July 27, 2007, these shares will not be delivered to the Seller Representative concurrent with the execution hereof. In the event that the Closing has not taken place prior to the release of the Escrowed DAG Shares from escrow and this Agreement has not been terminated pursuant to Section 9.1, Directional Aviation Group, LLC hereby authorizes the Seller Representative to instruct the escrow agent under the US Bank Escrow Agreement to deliver the Escrowed DAG Shares to the Seller Representative to be held in accordance with this Section 1.9. In the event that the Closing occurs prior to the release of the Escrowed DAG Shares from escrow, Directional Aviation Group, LLC hereby authorizes the Seller Representative to instruct the escrow agent under the US Bank Escrow Agreement to deliver the Escrowed DAG Shares to the Purchaser. If this Agreement is terminated pursuant to Section 9.1, then the Seller Representative will be required to return to the respective Initial Closing Sellers any stock certificates and stock powers delivered to the Seller Representative hereunder by such Initial Closing Sellers.

(d)If the Seller Representative receives a payment from the Purchaser pursuant to Section 1.4(a)(iv), the amount of any such payment shall be deposited into an escrow account separate from the Escrow Fund with the Escrow Agent. The Escrow Agent shall hold, invest and disburse the funds in accordance with the terms and conditions of an escrow agreement between the Seller Representative and the Escrow Agent. The escrow agreement will permit the Seller Representative to instruct the Escrow Agent to disburse the escrow deposit and any investment income earned thereon to the Sellers and/or the Purchaser in a manner that will satisfy the Seller Representative’s obligations under Section 1.7(e) hereof. Any fees and expenses of the Escrow Agent shall be paid from the funds deposited with the Escrow Agent.

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Section 1.10Allied Debt Pay-off

The Company hereby acknowledges and agrees that the consummation of the transactions contemplated herein constitutes a “change of control” under the Indebtedness described in item 2 on the Indebtedness Schedule. Upon consummation of the Closing and the change of control, Allied Capital Corporation hereby demands full repayment by the Company of the outstanding principal and all accrued and unpaid interest, fees, prepayment premiums and penalties, if any, of the Indebtedness described in item 2 on the Indebtedness Schedule.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As a material inducement to the Sellers to enter into this Agreement and to sell the Initial Closing Shares, the Option and the Option Shares, the Purchaser hereby represents and warrants that:

Section 2.1Organization; Corporate Power and Authorization

The Purchaser is a limited liability company validly existing and in good standing under the laws of the state of its formation. The Purchaser has the requisite limited liability company power and authority and all material licenses, permits and authorizations necessary to enter into, deliver and carry out its obligations pursuant to each of the Transaction Documents to which it is a party. The Purchaser’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by the Purchaser.

Section 2.2Binding Effect and Noncontravention

(a)Each Transaction Document to which the Purchaser is a party constitutes a valid and binding obligation of the Purchaser which is enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by: (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally; and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b)The execution, delivery and performance by the Purchaser of the Transaction Documents to which the Purchaser is a party do not and shall not, and the consummation of the transactions contemplated thereby will not, (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under or result in a violation of or (iii) require any authorization, consent, approval, exemption or other action by or declaration or notice to any third Person or Government Entity (except for the approvals required under the HSR Act and notices or disclosures required under federal securities laws or any listing agreements with securities exchanges) pursuant to: (A) the Certificate of Formation or operating agreement of the Purchaser; (B) any agreement, instrument, or other document to which the Purchaser is a party or to which any of its assets is subject; or (C) any constitution, statute, regulation, rule, injunction, judgment, order, Legal Requirement or other restriction of any Government Entity, to which the Purchaser or any of its assets is subject.

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Section 2.3Brokerage

The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Sellers or the Company could become liable or obligated.

Section 2.4Financial Ability

The Purchaser has currently available funds, resources and commitments sufficient to consummate the transactions contemplated by this Agreement and acknowledges that this Agreement contains no financing contingency.

Section 2.5No Litigation

There is no lawsuit, claim, action, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against the Purchaser, its properties or businesses, which is reasonably expected to have a Purchaser Material Adverse Effect or that may challenge or restrict the ability of the Purchaser to consummate the transactions contemplated hereby and otherwise perform hereunder.

Section 2.6Investment

The Purchaser is acquiring the Initial Closing Shares, the Option and the Option Shares (to the extent such shares are purchased) for its own account, for investment only, and not with a view to any resale or public distribution thereof. The Purchaser shall not offer to sell or otherwise dispose of the Initial Closing Shares, the Option and the Option Shares (to the extent such shares are purchased) in violation of any Legal Requirement applicable to any such offer, sale or other disposition. The Purchaser acknowledges that: (a) the Initial Closing Shares have not been registered under the Securities Act, or any state securities laws; (b) there is no public market for the Initial Closing Shares and there can be no assurance that a public market shall develop; and (c) the Purchaser must bear the economic risk of its investment in the Initial Closing Shares for an indefinite period of time. The Purchaser also acknowledges that: (a) the Ricci Shares have not been registered under the Securities Act, or any state securities laws; (b) the Option Shares will not be registered as of the Closing under the Securities Act, or any state securities laws; (c) there will not be any public market for the Option Shares and there can be no assurance that a public market will develop; and (d) the Purchaser must bear the economic risk of its investment in the Option Shares (to the extent such shares are purchased) for an indefinite period of time.

Section 2.7Accuracy on Closing Date

Each representation and warranty set forth in this Article II and all information contained in any certificate delivered by or on behalf of the Purchaser pursuant to this Agreement shall be true and correct as of the time of the Closing as though then made, except: (a) as affected by the transactions expressly contemplated by this Agreement; (b) to the extent that such representation and warranty relates solely to an earlier date; and (c) as affected by any assignment permitted pursuant to Section 9.6, provided that the Purchaser will not be relieved of any breach by it of this Agreement occurring prior to any such permitted assignment.

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Section 2.8Acknowledgement by the Purchaser

Except as expressly set forth herein, the Purchaser is not relying on any covenants, representations or warranties of the Company or the Sellers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

As a material inducement to the Purchaser to enter into this Agreement and to purchase the Initial Closing Shares, the Option and the Option Shares, each Seller hereby represents and warrants, severally and not jointly, that:

Section 3.1Organization; Corporate Power and Authorization

Such Seller, if such Seller is an entity, is validly existing and in good standing under the laws of the state of its incorporation or formation and has the requisite power and authority necessary to enter into, deliver and perform its obligations pursuant to each of the Transaction Documents to which it is a party. Such Seller’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by such Seller.

Section 3.2Binding Effect and Noncontravention

(a)Each Transaction Document to which such Seller is a party constitutes a valid and binding obligation of such Seller which is enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by: (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally; and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

(b)Except as set forth on the attached Conflicts Schedule, the execution, delivery and performance of the Transaction Documents to which such Seller is a party do not and shall not, and the consummation of the transactions contemplated thereby will not: (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under or result in a violation of, (iii) result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel any liability or obligation of such Seller under, (iv) or require any authorization, consent, approval, exemption or other action by or declaration or notice to any third Person or Government Entity (except for the approvals required under the HSR Act and notices or disclosures required under federal securities laws or any listing agreements with securities exchanges) pursuant to: (A) the certificate of incorporation or bylaws or the articles or certificate of formation or operating agreement or similar corporate governance documents of such Seller, if applicable; (B) any agreement, instrument, or other document to which such Seller is a party or to which any of its assets is subject; or (C) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Legal Requirement or other restriction of any Government Entity, to which such Seller is subject.

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Section 3.3Capital Stock

Except as set forth on the attached Capital Stock Schedule, such Seller holds of record, owns beneficially and has good and marketable title to all of such Seller’s Initial Closing Shares and Ricci Shares, and as of the Closing, the Option Shares, free and clear of security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims and demands. Such Seller is not a party to any voting trust, proxy, or other agreement or understanding, other than with respect to the Option Agreement, with respect to the voting or disposition of any Initial Closing Shares or Ricci Shares, and as of the Closing, the Option Shares, which shall survive the Closing Date. Except as set forth on the attached Capital Stock Schedule and except for such Seller’s ownership of the Initial Closing Shares and Ricci Shares as of the date hereof, and the Option Shares as of the Closing, such Seller does not own of record or beneficially, or have any interest in, or right to acquire, any shares of capital stock of the Company or any Subsidiary.

Section 3.4Brokerage

Except for the fees payable to: (a) Harris Williams & Co., which shall be paid in accordance with Section 1.4(a)(ii) on the Closing Date; and (b) Paul R. Dupee, Jr. pursuant to the Letter Agreement with Allied Capital Corporation dated November 14, 2003, which fees shall be payable by the Company from and after the Closing pursuant to an assignment and assumption agreement to be entered into between Allied Capital Corporation and the Company prior to the Closing Date, such Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Purchaser, the Company or any Subsidiary could become liable or obligated; and such Seller is not a party to any agreement, and has not committed any act which might give rise to any valid claim against the Purchaser, the Company or any Subsidiary, for any such fees or similar payment.

Section 3.5No Litigation

There is no lawsuit, claim, action, proceeding or investigation pending or, to such Seller’s Knowledge, threatened against such Seller, its properties or businesses, which is reasonably expected to have a Material Adverse Effect or that may challenge or restrict the ability of such Seller to consummate the transactions contemplated hereby and otherwise perform hereunder.

Section 3.6Accuracy on Closing Date

Each representation and warranty set forth in this Article III and all information contained in any certificate delivered by or on behalf of such Seller pursuant to this Agreement shall be true and correct in all material respects as of the time of the Closing as though then made, except: (a) as affected by the transactions expressly contemplated by this Agreement; and (b) to the extent that such representation and warranty relates solely to an earlier date.

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ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As a material inducement to the Purchaser to enter into this Agreement and to purchase the Initial Closing Shares, the Option and the Option Shares, the Company hereby represents and warrants that:

Section 4.1Organization; Qualification and Corporate Power

(a)Each of the Company and its Subsidiaries is a corporation, limited liability company or partnership, as applicable, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable. Each of the Company and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification is not reasonably expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has full corporate power and authority or other power and authority, as applicable, to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

(b)The Company has the requisite power and authority necessary to enter into, deliver and perform its obligations pursuant to this Agreement and each of the other Transaction Documents to which it is a party. This Agreement and each of the other Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company that is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by: (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally; and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).

Section 4.2Approvals and Consents

Except as set forth on the attached Consents Schedule, the execution, delivery, and performance of the Transaction Documents to which any of the Company or its Subsidiaries is a party do not and shall not, and the consummation of the transactions contemplated thereby will not, (a) conflict with or result in a breach of the terms, conditions, or provisions of, (b) constitute a default under, (c) give any third party the right to modify, terminate or accelerate any liability or obligation of, or charge any fee, penalty or similar payment to the Company or any Subsidiary under, (d) result in a violation of, (e) require any authorization, consent, approval, exemption or other action by or declaration or notice to any third party or Government Entity (except for the approvals required under the HSR Act and notices or disclosures required under federal securities laws or any listing agreements with securities exchanges) pursuant to: (i) the articles or certificate of incorporation or bylaws, the articles or certificate of formation or operating agreement or similar corporate governance documents of any of the Company or its Subsidiaries; (ii) any Material Contract or, to the Company’s Knowledge, any other agreement, instrument or document to which the Company or any Subsidiary is a party or to which any of its assets is subject; or (iii) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Legal Requirement or other restriction of any Government Entity, to which any of the Company or its Subsidiaries or any of their assets is subject.

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Section 4.3Capitalization; Subsidiaries; Corporate Records

(a)As of the date hereof, the entire authorized capital stock of the Company consists of: (i) 10,000 shares of Preferred Stock, $0.01 par value per share, of which no shares are issued and outstanding; (ii) 89,999 shares of Common Stock, $0.01 par value per share, of which 68,784.69 shares are issued and outstanding; and (iii) one share of Series A Non-Voting Common Stock, $0.01 par value per share, which is issued and outstanding. As of the Closing, the entire authorized capital stock of the Company shall consist of: (i) 7,745.36 shares of Preferred Stock, $0.01 par value per share, of which 7,745.36 shares shall be issued and outstanding; (ii) 89,999 shares of Common Stock, $0.01 par value per share, of which 61,039.33 shares shall be issued and outstanding; and (iii) one share of Series A Non-Voting Common Stock, $0.01 par value per share, which shall be issued and outstanding. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record and beneficially by the Sellers as set forth on the Capitalization Schedule attached hereto. As of the Closing, the Capitalization Schedule shall be updated to reflect the exchange by Kenneth C. Ricci of the Ricci Shares for the Option Shares pursuant to Section 7.1(j) hereof. Each of the Initial Closing Shares and the Ricci Shares was issued in conformity with all applicable Legal Requirements, and none of the Initial Closing Shares or the Ricci Shares was issued in violation of, or is subject to, other than the Option Agreement, any purchase option, call option, right of first refusal, preemptive right or subscription right. As of the Closing, each of the Option Shares shall be issued in conformity with all applicable Legal Requirements, and none of the Option Shares will be issued in violation of, or will be subject to, other than the Option Agreement, any purchase option, call option, right of first refusal, preemptive right or subscription right. Except as set forth on the Capitalization Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company.

(b)The Subsidiaries Schedule sets forth for each Subsidiary of the Company: (i) its name and jurisdiction of incorporation or formation, as applicable; (ii) the number of shares of authorized capital stock of each class of its capital stock or membership interests, as applicable; (iii) the number of issued and outstanding shares or membership interests, as applicable, of each class of its capital stock or membership interests, as applicable, the names of the holders thereof, and the number of shares or membership interests, as applicable, held by each such holder; and (iv) the number of shares of its capital stock or membership interests, as applicable, held in treasury. All of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary of the Company have been duly authorized and are validly issued, fully paid, and nonassessable. Except as set forth on the Subsidiaries Schedule, the Company holds of record, owns beneficially and has good and marketable title to all of the outstanding shares or membership interests, as applicable, of each Subsidiary of the Company. As of the Closing, such shares or membership interests, as applicable, shall be free and clear of any restrictions on transfer, security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims, and demands (other than restrictions under the Securities Act and state securities laws). There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Subsidiaries of the Company to issue, sell or otherwise cause to become outstanding any of such Subsidiary’s own capital stock or membership interests, as applicable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary of the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock or membership interests, as applicable, of any of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation or ownership interest in any corporation, partnership, trust, or other business association which is not a Subsidiary of the Company.

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(c)The Company has made available to Purchaser true and complete copies of the certificate or articles of incorporation or formation, as applicable, of the Company and the Subsidiaries, as amended to date. The Company has made available to Purchaser true and complete copies of all minute books and stock, membership or partnership ledgers, as applicable, of the Company and the Subsidiaries.

Section 4.4Financial Statements

(a)Attached hereto as Exhibit B are the following financial statements for the Company (collectively, the “Financial Statements”): (i) the Company’s audited consolidated balance sheets and related statements of cash flow and income for the fiscal years ended June 30, 2006, 2005 and 2004; and (ii) the Company’s unaudited consolidated balance sheet as of December 31, 2006 and related statements of cash flow and income for the six-month period then ended. Except as set forth on section (a) of the attached Financial Statements Schedule, each Financial Statement (including the notes thereto) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and fairly presents in all material respects the financial condition of the Company and its Subsidiaries, taken as a whole, as of such dates and the results of the Company’s and its Subsidiaries’ operations for the periods specified, subject, in the case of the unaudited financial statements, to normal, recurring year-end adjustments, and the absence of explanatory footnote disclosures required by GAAP. The Financial Statements do not contain any adjustment related to the ownership or operation of the assets set forth on the Excluded Assets Schedule attached hereto (the “Excluded Assets”).

(b)The only Indebtedness of the Company and the Subsidiaries arises under the agreements, instruments or documents listed on the attached Indebtedness Schedule.

(c)Since the date of the Latest Balance Sheet, neither the Company nor any Subsidiary has incurred any obligation or liability (whether accrued, absolute, contingent or otherwise) of the type required to be reflected on a consolidated balance sheet of the Company and the Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Financial Statements except liabilities and obligations incurred in the ordinary course of business (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by the Company or any Subsidiary).

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(d)Since April 12, 2004, except as set forth on section (d) of the Financial Statements Schedule, neither the Company nor any Subsidiary has owned or operated any businesses other than (i) the Business and (ii) the Excluded Assets. Other than with respect to the Excluded Assets, neither the Company nor any Subsidiary currently operates any aircraft maintenance, repair or overhaul activities or any other activities covered by 14 CFR Part 145 (“MRO Activities”).

Section 4.5Events Subsequent to the Latest Balance Sheet

Except as set forth on the attached Developments Schedule, since the date of the Latest Balance Sheet, there has been no change in the financial condition or operating results of the Business which is reasonably expected to have a Material Adverse Effect, nor has:

(a)the Company or any Subsidiary engaged in any material transaction outside of the ordinary course of business;

(b)there been any damage, destruction or other casualty loss with respect to any asset or property owned or leased by the Company or any Subsidiary that has resulted, or is reasonably likely to result, in losses in excess of $500,000 individually or $1,000,000 in the aggregate;

(c)the Company made any change in its accounting principles, practices or methodologies;

(d)the Company or any Subsidiary entered into any employment, consulting, severance, termination or other benefit agreement or other agreement with any of the employees or former employees of the Company or any Subsidiary relating to compensation;

(e)the Company or any Subsidiary (i) increased the compensation payable to any of its officers or employees, other than normal and customary increases consistent with past practice or increases that otherwise were required by the Company’s or a Subsidiary’s obligations pursuant to applicable Legal Requirements or contracts in effect as of the date of the Latest Balance Sheet, (ii) increased severance obligations payable to any of its officers or employees, (iii) made or committed to make any bonus payment to any of its employees or agents other than payments or arrangements in the ordinary course of business consistent with past practices or (iv) loaned money to any officer or employee of the Company or any Subsidiary;

(f)the Company or any Subsidiary waived or released any material right or claim of or in favor of the Company or any Subsidiary, other than in the ordinary course of business, or cancelled or waived any debts or claims against any officer, manager or employee of the Company or any Subsidiary;

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(g)the Company or any Subsidiary sold, assigned or transferred, other than in the ordinary course of business and consistent with past practices, any material assets;

(h)the Company or any Subsidiary acquired by merger, consolidation or otherwise any material assets or business of, any corporation, partnership, association or other business organization or division thereof;

(i)the Company or any Subsidiary or, to Knowledge of the Company, any other party, terminated, amended or modified, or threatened to terminate, amend or modify, any Material Contract or material permit;

(j)there been any strike, walkout, or other significant labor event or threat thereof, which in any case has materially adversely affected the Business, or any other new or continued event, development or condition involving labor matters which has or could materially adversely affect the Business;

(k)there been any actual or, to the Knowledge of the Company, threatened change, in the Company’s or any Subsidiary’s relations with, or any loss or, to the Knowledge of the Company, threatened loss of, any relationship of the Company or any Subsidiary with its landlords, suppliers or customers which, individually or in the aggregate, has had or would reasonably be expected to have a Materially Adverse Effect;

(l)the Company or any Subsidiary written off as uncollectible any notes owed to the Company or any Subsidiary or accounts receivable of the Company or any Subsidiary or written down the value of any asset or inventory of the Company or any Subsidiary other than in immaterial amounts or in the ordinary course of business consistent with past practice;

(m)the Company or any Subsidiary created, incurred, assumed or guaranteed any material obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by the Company or any Subsidiary) or with respect to Indebtedness that will be satisfied in full as of the Closing Date;

(n)the Company or any Subsidiary altered in any material respect the manner in which it collects accounts receivable or pays accounts payable; or

(o)the Company or any Subsidiary agreed to do any of the foregoing.

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Section 4.6Title to Assets

Except as set forth on the attached Title to Assets Schedule, the Company and each Subsidiary have good and marketable title to, or a valid leasehold interest in, the tangible assets and other personal property reflected on the Latest Balance Sheet or acquired since the date thereof, except (a) assets disposed of in the ordinary course of business since the date of the Latest Balance Sheet, and (b) assets permitted to be distributed to the Sellers or their Affiliates prior to the Closing pursuant to this Agreement. All tangible assets and other personal property used by the Company or any of its Subsidiaries is either owned by the Company or its Subsidiaries, or leased by the Company or its Subsidiaries pursuant to a lease agreement that is valid, binding and enforceable, except as such enforceability may be limited by: (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally; and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). The Company and its Subsidiaries have valid titles and registrations for each motor vehicle owned by the Company or any Subsidiary, all of which are listed on the attached Motor Vehicles Schedule and copies of which have been made available to the Purchaser. The Company and its Subsidiaries own or lease from unrelated third parties or from affiliated parties as set forth on the Affiliate Transactions Schedule all assets and properties, and have all operational capabilities, that are used in or necessary to the operation of the Business as currently conducted.

Section 4.7Compliance with Laws; Permits

(a)Except as set forth on section (a)(i) of the attached Compliance Schedule (and other than tax matters addressed in Section 4.8 and environmental matters addressed in Section 4.9), each of the Company and its Subsidiaries has complied in all material respects with all Legal Requirements relating to the operation of the Business. Neither the Company nor any of its Subsidiaries has received written or, to the Company’s Knowledge, oral notice alleging any material violations of Legal Requirements within the last 12 months, except as set forth on section (a)(ii) of the attached Compliance Schedule. Neither the Company nor any Subsidiary has received any written or, to the Company’s Knowledge, oral notice of any order, rule or directive, or any proposed order, rule or directive, issued by any Government Entity against the Company or any Subsidiary. To the Company’s Knowledge, neither the Company nor any Subsidiary has received any threatened legal or regulatory proceeding which could adversely affect in any material respect the Business or assets of the Company or any Subsidiary or any permit required to be obtained and maintained by the Company or any Subsidiary.

(b)Except as set forth on section (b)(i) of the attached Compliance Schedule, the Company and each Subsidiary holds and is in material compliance with all material permits, licenses, certificates, approvals, registrations, franchises, rights, qualifications and other authorizations of each Government Entity required for the conduct of the Business as operated on the date hereof. Except as set forth on section (b)(ii) of the attached Compliance Schedule, neither the Company nor any Subsidiary (i) holds any permit to operate aircraft issued by the Federal Aviation Administration or by the U.S. Department of Transportation, (ii) owns or leases aircraft or (iii) operates aircraft for a third party under a management agreement or other similar arrangement.

Section 4.8Tax Matters

Except as set forth on the attached Taxes Schedule:

(a)Each of the Company, its Subsidiaries and any Company Group has filed all Tax Returns that it was required to file and all such Tax Returns were true, correct and complete. All Taxes (whether shown to be payable on such Tax Returns or otherwise due) have been paid. The Company has delivered to the Purchaser complete and correct copies of all Tax Returns of the Company, the Subsidiaries and any Company Group and of all examination reports and statements of deficiencies assessed against or agreed to by the Company, any Subsidiary or any Company Group for all taxable periods for which the applicable statute of limitations has not yet expired.

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(b)Neither the Company nor any of its Subsidiaries has any liability for any Taxes in respect of any taxable period ending on or before the Closing Date, or any Taxes in respect of the portion of any Straddle Period which ends on the Closing Date (in either case including, without limitation, any Taxes related to a distribution, sale or other transfer of Excluded Assets), other than Taxes accrued in the Financial Statements (without regard to any reserve for deferred Tax liability).

(c)Neither the Company nor any of its Subsidiaries nor any Company Group, has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(d)No Government Entity has asserted in writing that any of the Company, its Subsidiaries or any Company Group is responsible for the payment of any additional Taxes or has assessed any deficiency for Taxes for any period. No Government Entity is currently auditing the Tax Returns of any of the Company or its Subsidiaries for any period. No claim has ever been made by a Government Entity in a jurisdiction where the Company or any of the Subsidiaries does not file Tax Returns that the Company or any Subsidiary, as the case may be, is or may be subject to Tax in that jurisdiction.

(e)The Company and its Subsidiaries have withheld or otherwise collected all Taxes or amounts they were required to withhold or collect under any applicable federal, state or local law, including, without limitation, any amounts required to be withheld or collected with respect to employee, state and federal income tax withholding, social security, unemployment compensation, sales or use taxes or workmen's compensation, and all such amounts have been timely remitted to the proper authorities in accordance with applicable law.

(f) Neither the Company nor any of its Subsidiaries has any liability for, or any indemnification or reimbursement obligation with respect to, the Taxes of any Person other than the Company and its Subsidiaries (i) under Sections 1.1502-6 or 1.1502-78 of Title 26 of the Code of Federal Regulations (or any similar provisions of state, local or foreign income tax law, (ii) as transferee or successor, (iii) by contract, or (iv) otherwise. Neither the Company nor any Subsidiary has been a member of any affiliated, combined, consolidated or unitary group other than the group of which the Company is the parent.

(g)Neither the Company nor any of its Subsidiaries is a party to any tax indemnity agreement, tax sharing agreement or other agreement under which the Company or any of its Subsidiaries could become liable to another Person as a result of the imposition of a Tax upon such Person, or the assessment or collection of such a Tax.

(h)Neither the Company nor any of its Subsidiaries has agreed to make, or is (or will as a result of the transactions contemplated by this Agreement be) required to make, any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign income tax law) by reason of a change in accounting methods or otherwise.

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(i)The Company is not now and never has been an "S" corporation within the meaning of Section 1361(a)(1) of the Code.

(j)No audit of any Tax Return of the Company or its Subsidiaries is being conducted or, to the Company's Knowledge, threatened, by any Government Entity.

(k)No agreement, contract or arrangement to which the Company or any of its Subsidiaries (or any officer of the Company or any of its Subsidiaries) is a party may result (alone or in the aggregate) in the payment of any amount that would not be deductible by reason of Section 280G or Section 404 or Sections 162(a)(1), 162(m), 162(n) of the Code or would be subject to the excise Tax under Section 4999 of the Code.

(l)Neither the Company nor any Subsidiary sponsors, maintains, contributes to or has any other Liability or potential Liability under or with respect to a deferred compensation arrangement that is subject to the requirements of Code Section 409A.

(m)Other than Taxes arising in the ordinary course of business and Taxes arising out of the transactions contemplated by this Agreement, neither the Company nor any of its Subsidiaries has any liability for unpaid Taxes accruing after the date of the Financial Statements.

(n)No property of the Company or any of its Subsidiaries is subject to any liens for Taxes, other than liens for Taxes not yet due and payable.

(o)To the Knowledge of the Company, no Government Entity has raised any issue with respect to Taxes which, by application of similar principles, could result in the issuance of a Notice of Deficiency or similar nature of intention to assess Taxes by any Government Entity.

(p)The Company and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could, if not so disclosed, give rise to a substantial understatement penalty within the meaning of Section 6662 of the Code. Neither Company nor any of its Subsidiaries (nor, to the Knowledge of the Company, any officer, directors or agent of the Company or any Subsidiary) has been a party to or participated in any way in a transaction that could be described as a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) (including without limitation, any “listed transaction”) or any confidential corporate Tax shelter within the meaning of Treasury Regulation Section 1.6111-2, nor has any Tax item or any Tax strategy that has been derived from or related to any such transaction been reflected in any Tax Return of either the Company or any Subsidiary.

(q)Neither the Company nor any Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock that purported or intended to qualify in whole or in part under Section 355 of the Code.

(r)Neither the Company nor any Subsidiary is or has been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code).

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Section 4.9Environmental Matters

(a)Except as described on the attached Environmental Matters Schedule:

(i)Each of the Company and its Subsidiaries is in compliance, in all material respects, with applicable Environmental Laws.

(ii)Each of the Company and its Subsidiaries has obtained and is in compliance, in all material respects, with all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the operation of the Business.

(iii)From and after December 1, 2003, neither the Company nor any of its Subsidiaries has received any written or, to the Company’s Knowledge, oral (i) notice of material violations or material liabilities arising under Environmental Laws and relating to the operation of the Business, (ii) request for information made as part of a federal, state, or local investigation of potential responsibility for an environmental cleanup or (iii) citation, summons, complaint or order pursuant to Environmental Laws. Neither the Company nor any Subsidiary has received any written or, to the Company’s Knowledge, oral notice from or after April 12, 2004 that it is a potentially responsible party under CERCLA or any similar state or local law with respect to any on-site or off-site location.

(iv)Neither the Company nor any of its Subsidiaries has assumed or undertaken any liability or corrective or remedial obligation of any other Person arising under Environmental Laws.

(v)The Company and the Subsidiaries and their respective properties and operations are not subject to any pending or, to the Knowledge of the Company, threatened proceedings or investigations by or before any Government Entity pursuant to Environmental Laws. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are aware of any facts that may give rise to such proceedings or investigations.

(vi)There has been no Release of Hazardous Materials by the Company or any Subsidiary or former Subsidiary (while such Subsidiary was owned by the Company) on any real property now or previously owned or leased by the Company or any of the Subsidiaries or former Subsidiaries (while such Subsidiaries were owned by the Company) in respect of which a Government Entity has required or under Environmental Law may require any material remedial action. For these purposes, “Release” means, with respect to any Hazardous Material, any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air; and “Hazardous Materials” means any substance, pollutant, contaminant, or waste, or any constituent of any such substance, pollutant, contaminant or waste, the use, handling, presence, release or disposal of which is in any way regulated by or pursuant to any Environmental Law.

(b)The Company has delivered to Purchaser or its representatives all Phase I environmental assessment reports and related documents in the Company’s possession relating to its current facilities or the real property currently leased (or, to the Company’s Knowledge, formerly leased or owned) by it, except such reports or related documents that were prepared at the Purchaser’s request. Except for such reports and related documents, there has been no environmental investigation, study or other third party analyses or audit report prepared by, for, or provided to the Company or any Subsidiary in relation to the Business since April 12, 2004.

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(c)The Company and its Subsidiaries have obtained all material permits required under any Environmental Law (“Environmental Permits”) for operation of the Business, enabling the Business to operate as of the date of this Agreement in the ordinary course of business consistent with past practices. Section (c) of the Environmental Matters Schedule sets forth a true and complete list of Environmental Permits.

This Section 4.9 contains the sole and exclusive representations and warranties of the Company with respect to environmental matters relating to the Company or any of its Subsidiaries, including any matters arising under Environmental Laws.

Section 4.10Intellectual Property

The attached Intellectual Property Schedule lists:

(a)all Intellectual Property owned by any of the Company and its Subsidiaries for which a patent or registration exists or has been applied for;

(b)all registered trademarks and service marks owned or used by the Company or any of its Subsidiaries;

(c)all registrations of and applications to register copyrights which are material to the Business; and

(d)all written licenses of Intellectual Property which any of the Company and its Subsidiaries has been granted from any third party.

The use by the Company or any Subsidiary of the Intellectual Property used by any of them does not infringe any rights of any third party and, to the Knowledge of the Company, no activity of any third party infringes upon the rights of the Company or any Subsidiary with respect to any of such Intellectual Property. Neither the Company nor any Subsidiary has received written or, to the Company’s Knowledge, oral notice of any claims asserted by any person with respect to challenging the ownership, validity, enforceability or use of the Intellectual Property by the Company or any Subsidiary, nor to Knowledge of the Company, are there any valid grounds for any such bona fide claims. To the extent the Company or any Subsidiary uses any Intellectual Property owned by a third party, the Company or a Subsidiary has a license with such third party for the use of such Intellectual Property and is not in default under any such license.

Section 4.11Real Estate

(a)Neither the Company nor any of its Subsidiaries owns or, to the Company’s Knowledge, has ever owned any real property.

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(b)Section (b)(i) of the attached Real Estate Schedule lists all real property that any of the Company or its Subsidiaries leases or subleases from any other Person, and each lease or sublease pursuant to which the Company or any Subsidiary leases such property, including all renewals, extensions, modifications and supplements thereto (the “Real Property Leases”). Except as set forth on section (b)(ii) of the attached Real Estate Schedule, with respect to each Real Property Lease, the Real Property Lease is legal, valid, binding, enforceable, except as the enforceability thereof may be limited by a Legal Requirement affecting creditors’ rights (including bankruptcy, insolvency, reorganization and moratorium limitations), and in full force and effect. Neither the Company, the Subsidiaries or, to the Knowledge of the Company, the other party or parties to any Real Property Lease (i) is in material default under the terms of any Real Property Lease, (ii) has received any written or, to the Company’s Knowledge, oral notice that it is in default under, or not in material compliance with any Real Property Lease, or that there may be any material changes in property tax or land use law affecting any Real Property Lease and that would materially impair the use of such property by the Company or any Subsidiary, as currently used, or (iii) has delivered any notice to another party alleging any default under, or failure to comply with any material provision of, any Real Property Lease. To the Knowledge of the Company, no event has occurred that, with notice, the passage of time or both, would constitute a material default by the Company or any Subsidiary under, or failure of the Company or any Subsidiary to comply materially with any provision of, any Real Property Lease, or otherwise give any party a right of termination or modification thereof. The Company has delivered to the Purchaser a true and complete copy of each Real Property Lease.

(c)Except as set forth on section (c) of the attached Real Estate Schedule, the property covered by the Real Property Leases constitutes all of the real property (other than the Excluded Assets) currently used in the conduct of the Business, and the Company’s and each Subsidiary’s leasehold interests in such leased real property is free and clear of all Liens, except for Permitted Liens.

(d)(i)Neither the Company nor any Subsidiary has received written or, to the Company’s Knowledge, oral notice of any threatened condemnation proceedings, lawsuits or administrative actions relating to any of the real property used in the Business, and there are no pending or, to the Knowledge of the Company, threatened, condemnation proceedings, lawsuits or administrative actions relating to any of the real property used in the Business that, in either case, would materially and adversely affect the Business. To the Knowledge of the Company, all facilities, buildings, improvements and other structures used in the Business are located on the real property leased by the Company and the Subsidiaries.

(ii)To the Knowledge of the Company, none of the real property leased by the Company or the Subsidiaries or any of the structures thereon used in the Business are dependent upon or benefit from any “non-conforming use” or similar zoning classification.

(iii)Other than in the ordinary course of business (e.g., hangar leases), there are no parties other than the Company or any Subsidiary in possession of any of the real property leased by the Company and the Subsidiaries or any portion thereof, and, other than in the ordinary course of business (e.g., hangar leases), there are no contracts, agreements or arrangements granting to any party or parties the right of use or occupancy of any of such leased real property or any portion thereof.

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(iv)Except as set forth on section (d)(iv) of the attached Real Estate Schedule, to the Knowledge of the Company, legal descriptions for the real property contained in the Real Property Leases adequately describe the leased real property subject thereto. To the Knowledge of the Company, all structures on the real property leased by the Company and the Subsidiaries are located within the boundary lines of the leased real property and no structures, facilities or other improvements on any parcel adjacent to any of the leased real property encroach in any material respect onto any of the real property leased by the Company or the Subsidiaries. To the Knowledge of the Company, all structural, mechanical and other physical systems related to the real property leased by the Company or any Subsidiary are in a condition sufficient, in all material respects, to operate the Business in accordance with past practices.

(v)Except as set forth on section (d)(v) of the Real Estate Schedule, neither the Company nor any Subsidiary is obligated to any third party to make any capital expenditure that exceeds $100,000 individually, or $500,000 in the aggregate, for real property fixtures or improvements thereon, with respect to the Business.

(e)Section (e) of the Real Estate Schedule contains a list of all hangar space, office space and real property subleased by the Company or any Subsidiary to any other party, other than leases that may be terminated upon less than 60 days’ notice or that require rental payments of less than $10,000 per month. All subleases identified on section (e) of the Real Estate Schedule (the “Landlord Property Leases”) are in full force and effect, have not been modified, amended or, to the Knowledge of the Company, assigned. Each Landlord Property Lease is the valid and binding obligation of the Company or any Subsidiary party thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements relating to or affecting creditors’ rights generally or by equitable principles. The Company has delivered to the Purchaser complete and accurate copies of each Landlord Property Lease.

Section 4.12Certain Litigation

The attached Litigation Schedule sets forth each instance in which any of the Company or any of its Subsidiaries: (a) is subject to any outstanding injunction, judgment, order or decree; (b) is a party to any suit, claim, action or proceeding which has been filed; (c) has, to the Company’s Knowledge, been threatened with any suit, claim, action or proceeding since January 1, 2006; or (d) to the Company’s Knowledge, is a party to any proceeding, hearing or investigation of, in or before any court or quasi judicial or administrative agency of any federal, state, local or foreign jurisdiction.

Section 4.13Employee Benefits

The Employee Benefits Schedule lists each Company Employee Benefit Plan

(a)Each such Company Employee Benefit Plan complies in form and in operation in all material respects with the applicable requirements of ERISA and the Code.

(b)With respect to each such Company Employee Benefit Plan, all required payments, premiums, contributions, distributions, or reimbursements for all periods ending prior to or as of the Closing Date have been made or properly accrued.

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(c)The only Company Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code is the Mercury Air Centers, Inc. 401(k) Plan (the “401(k) Plan”) and it has been maintained in compliance with all requirements of ERISA and the Code.

(d)Except as set forth on the Employee Benefits Schedule, neither the Company nor any of its ERISA Affiliates has ever maintained, sponsored, contributed to, or had any Liability or potential Liability under or with respect to any plan or arrangement which is subject to Code Section 412 or Section 302 or Title IV of ERISA, any “multiple employer welfare arrangement” as defined in Section 3(40)(A) of ERISA or any “voluntary employees beneficiary association” within the meaning of Code Section 501(c)(9) or other “welfare benefit fund” as defined in Code Section 419(e).

(e)Except as set forth on the Employee Benefits Schedule, neither the Company nor any of its Subsidiaries has any obligation to provide health, accident, life insurance or other welfare benefits to former employees or consultants (or any of their spouses, dependents or other beneficiaries) other than in accordance with Section 4980B of the Code.

(f)The Company has delivered or made available to the Purchaser with respect to each Company Employee Benefit Plan correct and complete copies of: (i) all plan documents pursuant to which the plan is maintained, funded and administered, including trust agreements, insurance policies and service agreements, and all amendments to such documents; (ii) the current summary plan description and all summaries of material modifications issued since the publication of such summary plan description; (iii) the most recent Internal Revenue Service determination letter, opinion or advisory letter, with respect to the 401(k) Plan (iv) copies of nondiscrimination testing reports for the last three plan years for each such plan that is subject to nondiscrimination testing; and (v) the most recent Form 5500 Annual Report and related schedules.

(g)Except as set forth on the Employee Benefits Schedule, neither the Company nor any Subsidiary sponsors, maintains, contributes to or has any other Liability or potential Liability under or with respect to: (i) a deferred compensation arrangement that is subject to the requirements of Code Section 409A or (ii) an arrangement that could result in the payment of a “parachute payment” within the meaning of Code Section 280G(b)(2)(A) as a result of the consummation of the transactions contemplated by this Agreement.

Section 4.14Affiliate Transactions

Except as set forth on the attached Affiliate Transactions Schedule, no officer, director, employee, shareholder or Affiliate of any of the Company or its Subsidiaries or any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns any beneficial interest, is a party to any agreement, contract, commitment or transaction with any of the Company or its Subsidiaries or has any interest in any property used by any of the Company or its Subsidiaries.

Section 4.15Insurance

The attached Insurance Schedule contains a description of each insurance policy maintained by the Company or its Subsidiaries with respect to its properties, assets and business, and includes a description of any material self-insurance arrangements currently in effect with respect to the Company or any Subsidiary. All of such insurance polices are in full force and effect. All insurance premiums currently due with respect to such insurance policies have been paid. Neither the Company nor any Subsidiary has received written or, to the Company’s Knowledge, oral notice of cancellation or non-renewal of any such insurance policy. Except as set forth on the Insurance Schedule, there are no claims related to or arising out of the operation of the Business pending under any insurance policies.

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Section 4.16Employees

(a) The Employee Schedule attached hereto contains a true and complete list as of December 31, 2006 of:

(i)(I) the employees employed by each of the Company and its Subsidiaries after January 1, 2006; (II) the rate of all compensation paid by each of the Company and its Subsidiaries to each such individual, including any bonus, contingent or deferred compensation in calendar year 2006, along with the current rate of accrual and accrued unused balance of vacation and other paid time off for each such individual; and (III) the directors of each of the Company and its Subsidiaries. To the Company’s Knowledge, no individual listed on the Employee Schedule (collectively, the “Service Providers”) has any plans to terminate his or her employment with any of the Company or its Subsidiaries;

(ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other compensation) payable to any Service Provider, other than normal and customary increases consistent with past practice or increases that otherwise were required by the Company’s or a Subsidiary’s obligations pursuant to applicable Legal Requirements or contracts in effect as of the date of the Latest Balance Sheet; and

(iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within 60 days) made by the Company or any Subsidiary to, or made to the Company or any Subsidiary by, any Service Provider.

(b) Except as specifically described on the Employee Schedule, the terms of the employment or engagement of each Service Provider are such that the relationship may be terminated at will with notice given at any time and without obligation on the part of the Company or any Subsidiary to provide severance or similar payments.

(c) With the exception of the agreement governing employees of the Company who work at the Cleveland Hopkins International Airport and are members of the International Brotherhood of Teamsters, Local No. 507, neither the Company nor any Subsidiary is a party to or has any obligation under any collective bargaining agreement or labor union contract. There is no pending, or, to the Company’s Knowledge, threatened, union organizational activity or application for certification of a collective bargaining agent with respect to the Service Providers.

(d) All persons classified by the Company and each Subsidiary as independent contractors have met the requirements of the Code and other applicable law to be so classified and the Company or a Subsidiary has fully, accurately and timely reported the compensation of such individuals in accordance with such laws.

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Section 4.17Contracts

(a)Except as expressly contemplated by this Agreement or as set forth on the attached Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any written or oral:

(i)pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to its current or former directors, officers or employees or any other employee benefit plan, arrangement or practice, whether formal or informal;

(ii)collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;

(iii)management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (A) providing annual cash or other compensation in excess of $100,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or (C) otherwise restricting its ability to terminate the employment of any employee at any time for any lawful reason or for no reason without penalty or liability;

(iv)contract or agreement involving any Government Entity which involves a consideration in excess of $100,000 annually or not in the ordinary course of business;

(v)contract, agreement or indenture relating to borrowed money or other indebtedness or to mortgaging or pledging any material asset, including without limitation (A) guarantees on account of indebtedness for borrowed money of any other Person or (B) any surety or performance bond or letter of credit issued or posted by the Company or any Subsidiary;

(vi)any currency, commodity or other hedging or swap contract;

(vii)contract or agreement reasonably expected to involve the future delivery by the Company or any Subsidiary of 500,000 or more gallons of fuel per year to any single customer or any requirements contracts for fuel;

(viii)lease, contract or agreement under which the Company or any of its Subsidiaries is: (A) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $250,000; or (B) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by any of the Company and its Subsidiaries;

(ix)contract or agreement pursuant to which the Company or any Subsidiary currently leases real property from an airport authority or other third party for the operation of the Business, or otherwise authorizes the Company or any Subsidiary to sell fuel or provide into-plane services at an airport (each, an “FBO Lease”);

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(x)contract or agreement for the purchase of fuel after the date hereof by the Company or any Subsidiary;

(xi)any joint venture, partnership and other similar contract or agreement involving the sharing of profits of the Company or any Subsidiary with any third-party or pursuant to which the Company or any Subsidiary shares any profits with any third party;

(xii)any contract or agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business, to compete within any geographic area or with any Person or otherwise materially restricts the Company’s or any Subsidiary’s ability to solicit or hire any Person or solicit business from any Person;

(xiii)any contract or agreement that grants exclusive operations or other rights to any third party;

(xiv)any broker, distributor or dealer agreements that involves future payments of amounts reasonably expected to exceed $50,000 in any future 12-month period;

(xv)any power of attorney affecting the Company or any Subsidiary;

(xvi)any contract or agreement relating to the disposition or acquisition of any FBO facility or related business, in each case, since April 12, 2004;

(xvii)any contract, agreement or obligation to indemnify (including any obligations to advance funds for expenses) any Person for acts or omissions by such Person occurring prior to the Closing Date, whether pursuant to charter documents of the Company or any Subsidiary, individual indemnity agreements, board resolutions or otherwise; or

(xviii)contract or agreement which involves a remaining term in excess of one year that cannot be terminated on less than 90 days’ notice (without a monetary penalty) and involves future payments, performance or services or delivery of goods or materials to or by the Company or any Subsidiary of any amount or value reasonably expected to exceed $100,000 in any future 12-month period (other than those agreements required to be disclosed or expressly excepted pursuant to clauses (i) through (xiv) above).

(b)All of the contracts, agreements and instruments set forth or required to be set forth on the attached Contracts Schedule, including without limitation all contracts or agreements between the Company and its Subsidiaries and the 15 largest suppliers and customers of the Company and its Subsidiaries (as measured by dollar volume of business during 2006), are referred to herein as the “Material Contracts” and are in full force and effect, and are valid, binding and enforceable in accordance with their respective terms, except as designated on such Schedule and except as such enforceability may be limited by a Legal Requirement affecting creditors’ rights (including bankruptcy, insolvency, reorganization and moratorium limitations). Except as set forth on the Contracts Schedule or the Conflicts Schedule, to the Knowledge of the Company, no event has occurred that, with notice, the passage of time or both, would constitute a default by the Company, any Subsidiary or any other party under, or failure of the Company, any Subsidiary or any other party to comply with a material provision of, any of the Material Contracts, or otherwise give any party a right of termination or material modification thereof. None of the Company, the Subsidiaries or, to the Knowledge of the Company, the other party or parties to any Material Contract (i) is in default under the terms of any Material Contract, (ii) has received a written or, to the Company’s Knowledge, oral notice that it is in default under, or not in material compliance with, any provision of any Material Contract or (iii) has delivered any written notice to another party alleging any default under, or failure to comply with any material provision of any Material Contract.

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(c)The Purchaser has been supplied with a true and correct copy of each written Material Contract, together with all amendments, waivers or other changes thereto and, to the Company’s Knowledge, any material correspondence with respect thereto. To the Knowledge of the Company, no material supplier to or landlord of the Company or any Subsidiary, or any Government Entity, has taken, and neither the Company nor any Subsidiary has received any written or, to the Company’s Knowledge, oral notice that, any material supplier to or landlord of the Company or any Subsidiary, or any Government Entity, contemplates taking, any steps to terminate or materially and adversely alter the business relationship of the Company with such supplier, landlord or Government Entity.

Section 4.18Brokerage

Except for the fees payable to: (a) Harris Williams & Co., which shall be paid in accordance with Section 1.4(a)(ii) on the Closing Date; and (b) Paul R. Dupee, Jr. pursuant to the Letter Agreement with Allied Capital Corporation dated November 14, 2003, which fees shall be payable by the Company from and after the Closing pursuant to an assignment and assumption agreement to be entered into between Allied Capital Corporation and the Company prior to the Closing Date, neither the Company nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Purchaser could become liable or obligated.

Section 4.19Bank Accounts

The Bank Accounts Schedule lists each bank, trust company, savings institution, brokerage firm, mutual fund or other financial institution with which the Company or any Subsidiary has an account or safe deposit or lock box and the names and identification of all persons authorized to draw on it or to have access to it.

Section 4.20Accuracy on Closing Date

Each representation and warranty set forth in this Article IV and all information contained in any certificate delivered by or on behalf of the Company pursuant to this Agreement shall be true and correct in all material respects as of the time of the Closing as though then made (giving effect to any amended and restated Schedule to this Agreement submitted to the Purchaser prior to the Closing in accordance with Section 5.4), except: (a) as affected by the transactions expressly contemplated by this Agreement; and (b) to the extent that such representation and warranty relates solely to an earlier date.

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Section 4.21No Additional Representations

Except as otherwise expressly set forth in Article IV of this Agreement, the Company and the Sellers expressly disclaim any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Business or the assets of the Business, and the Company and the Sellers specifically disclaim any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the assets of the Business, or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent.

ARTICLE V.

COVENANTS AND OTHER AGREEMENTS

Section 5.1General; Consents; Airport Estoppels

(a)From the date of this Agreement through the Closing, each of the Parties shall use its commercially reasonable efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article VII below and receipt of all required third party consents).

(b)The Company and the Purchaser shall use commercially reasonable efforts to obtain, as promptly as practicable, estoppel letters (each an “Airport Estoppel”) substantially in the form of Exhibit C, with such modifications as are reasonably agreed to by the Company and the Purchaser to address particular circumstances of a particular airport authority, from the airport authorities listed on the attached Airport Estoppel Schedule.

(c)In furtherance of the foregoing, the Sellers covenant and agree (with the cooperation of the Purchaser) to prepare and submit the Airport Estoppels to the airport authorities listed on the attached Airport Estoppel Schedule within ten (10) Business Days following the Execution Date; provided, that, in no event shall any Airport Estoppel be submitted before Macquarie Infrastructure Company, Inc. has, in accordance with applicable Legal Requirements, issued a press release announcing the transactions contemplated hereby, which shall be released within four (4) Business Days following the Execution Date. The Purchaser will be available on 36-hour notice from the Company to meet with representatives from the airport authorities. All contact with the airport authorities regarding the Airport Estoppels will be coordinated through the Company. Purchaser will furnish the airport authorities with such evidence and assurances as the airport authorities reasonably request regarding the Purchaser’s structure, organization, creditworthiness, insurance coverage and operating experience.

(d)In the event that any airport authority to which an Airport Estoppel is delivered pursuant to Section 5.1(c) does not respond to the estoppel request within sixty-five (65) days following the Execution Date, each such airport authority that is designated as a “Required Authority” on the attached Airport Estoppel Schedule (each, unless and until removed from the attached Airport Estoppel Schedule in accordance with this Section 5.1(d), a “Required Authority”) shall be automatically removed as a Required Authority from the attached Airport Estoppel Schedule. In the event that an airport authority has not responded to an estoppel request within forty (40) days following the Execution Date, the Company shall use commercially reasonable efforts to provide the Purchaser and its representatives with access to such airport authority to permit the Purchaser an opportunity to obtain a response to the estoppel request within the prescribed 65-day period. In the event that any airport authority to which an Airport Estoppel is delivered pursuant to Section 5.1(c) advises the Company or the Purchaser within sixty-five (65) days following the Execution Date that: (i) it does not, as a matter of policy or otherwise, respond to requests for estoppel or furnish estoppel letters; or (ii) it does not agree to the form of Airport Estoppel for reasons other than an assertion by such airport authority of a material violation or breach of the FBO Lease by the Company or a Subsidiary, each such airport authority that is a Required Authority shall be automatically removed as a Required Authority from the attached Airport Estoppel Schedule. The removal of any Required Authority from the attached Airport Estoppel Schedule pursuant to this Section 5.1(d) is referred to as an “Automatic Elimination.”

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(e)In the event that an Airport Estoppel is not received from any Required Authority within ninety-five (95) days following the Execution Date and such airport authority has not been subject to an Automatic Elimination pursuant to Section 5.1(d), the Purchaser may on or before the fifth (5^th) day following such ninety-fifth (95^th) day elect to remove such airport authority from the list of Required Authorities on the attached Airport Estoppel Schedule. In the event that the Purchaser elects not to remove any such airport authority from the list of Required Authorities on the attached Airport Estoppel Schedule, the Seller Representative may, on or before the tenth (10^th) day following such ninety-fifth (95^th) day after the Execution Date, terminate this Agreement or extend the estoppel period with respect to such airport authority for an additional 30-day period ending on the one hundred twentieth-fifth (125th) day after the Execution Date. In the event such Airport Estoppel has not been obtained within one hundred twenty-five (125) days after the Execution Date, the Seller Representative may elect to extend such estoppel period for an additional thirty (30) days ending on the one hundred fifty-fifth (155th) day after the Execution Date or terminate this Agreement, unless the Purchaser waives compliance for purposes of the Closing. In the event such Airport Estoppel has not been obtained within one hundred fifty-five (155) days after the Execution Date, the Seller Representative may elect to extend such estoppel period for up to an additional thirty (30) days ending on the one hundred eighty-fifth (185th) day after the Execution Date or terminate this Agreement, unless the Purchaser waives compliance for purposes of the Closing. Notwithstanding the foregoing, in the event that an Airport Estoppel is not received from a Required Authority within one hundred twenty-five (125) days after the Execution Date, the Seller Representative shall have the right to designate and remove, subject to the limitation below, one such Airport Estoppel from a Required Authority (a “Seller Elimination”) by providing notice thereof to the Purchaser on or prior to the one hundred eighty-fifth (185th) day after the Execution Date. A Seller Elimination will only be available with respect to an Airport Estoppel from any of the Required Authorities set forth on the attached Seller Elimination Schedule. If any Airport Estoppel has not been obtained from any Required Authority (excluding any Required Authority subject to an Automatic Elimination and any Required Authority subject to a Seller Elimination) within one hundred eighty-five (185) days following the Execution Date, the Purchaser or the Seller Representative may terminate this Agreement.

(f)In the event that any Required Authority responds to the estoppel request within sixty-five (65) days following the Execution Date and indicates that consent is required of such Required Authority (notwithstanding the absence of any consent requirement in the FBO Lease between such airport authority and the Company) in connection with the transactions contemplated by this Agreement, the Company and the Purchaser shall use commercially reasonable efforts to obtain, as promptly as practicable, consent from such Required Authority. These efforts would include submitting a consent request in the form requested by the Required Authority or, if the Required Authority does not request a particular form, in a form reasonably acceptable to the Purchaser and the Seller Representative. If a Required Authority conditions its consent on making modifications to the applicable FBO Lease, the Purchaser will agree to such modifications as long as the modifications do not materially impact the Business or consolidated financial results, including as a result of material obligations to finance capital expenditures imposed by a Required Authority. If any consent requested of a Required Authority is not obtained from such Required Authority within ninety-five (95) days following the Execution Date, the Purchaser may on or before the fifth (5^th) day following such ninety-fifth (95^th) day elect to remove such airport authority from the list of Required Authorities on the attached Airport Estoppel Schedule. In the event that the Purchaser elects not to remove any such airport authority from the list of Required Authorities on the attached Airport Estoppel Schedule, the Seller Representative may, on or before the tenth (10^th) day following such ninety-fifth (95^th) day after the Execution Date, terminate this Agreement or extend the consent period with respect to such airport authority for an additional 30-day period. In the event such consent has not been obtained during such additional 30-day period, the Seller Representative may elect to extend such consent period for an additional thirty (30) days or terminate this Agreement, unless the Purchaser waives compliance for purposes of Closing. In the event such consent has not been obtained during such additional 30-day period, the Seller Representative may elect to extend such consent period for up to an additional thirty (30) days or terminate this Agreement, unless the Purchaser waives compliance for purposes of the Closing. If a requested consent has not been obtained from any Required Authority within one hundred eighty-five (185) days following the Execution Date, the Purchaser or the Seller Representative may terminate this Agreement.

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(g)Except as expressly provided above, in no event shall the Purchaser, the Sellers, the Company or its Subsidiaries be obligated to: (i) make any payments to obtain any Airport Estoppel or consent; or (ii) accept or obtain any change in the terms of an FBO Lease to obtain any Airport Estoppel or consent.

(h)The Company will use commercially reasonable efforts to assist the Purchaser with obtaining replacement licenses and associated permits, and any associated required consents or approvals, in each case, from the Federal Communications Commission as of or following the Closing to enable the Company and the Subsidiaries to continue to operate the Business immediately following Closing insofar as matters related to the Federal Communications Commission is concerned in a manner consistent in all material respects with its operation prior to Closing, which efforts shall include providing the Purchaser with information about the Company and its Subsidiaries as may be required for such licenses, permits, consents or approvals.

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Section 5.2Operation of Business

From the date of this Agreement through the Closing, except as permitted or required by the other terms of this Agreement or the Transaction Documents or consented to or approved in writing by the Purchaser, which consent or approval shall not be unreasonably withheld or delayed, the Company shall conduct and cause the Subsidiaries to conduct the Business in all material respects consistent with their past practices including with respect to managing working capital, collection of accounts receivable and payment of accounts payable. Without limiting the foregoing, without the consent or approval of the Purchaser, which consent or approval will not be unreasonably withheld, neither the Company nor any Subsidiary shall, except as otherwise permitted or required by the other terms of this Agreement:

(a)amend its charter documents, other than as set forth in Section 5.21 hereof;

(b)change the number of its shares of authorized or issued capital stock (or other authorized capital) or issue, grant or sell any equity interests (or options or warrants) or any other securities or obligations convertible into or exchangeable for shares of its capital stock, other than as set forth in Section 5.21 and Section 7.1(j) hereof;

(c)except for the disposition of the Excluded Assets, declare or pay dividends or make any other distributions in respect of its capital stock, or purchase, redeem or otherwise acquire or retire for value (unless such purchase, redemption or acquisition is funded exclusively by a shareholder of the Company as of the date hereof) any shares of its capital stock, other than as set forth in Section 7.1(j) hereof;

(d)mortgage, pledge or subject to any lien (other than a Permitted Lien), any of the assets or properties of the Company or any Subsidiary;

(e)settle any litigation, action or claim other than (i) claims involving less than $200,000 in the aggregate or (ii) settlements settled through insurance proceeds;

(f)other than in the ordinary course of business or except as required by applicable Legal Requirements or Benefit Plans or as set forth on section (f) of the Interim Operations Schedule, (i) increase the annual level of compensation of any executive officer or other employee of the Company or the Subsidiaries, (ii) grant any bonus, benefit or other direct or indirect compensation to any executive officer or other employee, (iii) materially increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the executive officers or other employee of the Company or any of its Subsidiaries or otherwise modify or amend or terminate any such plan or arrangement or (iv) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) involving any executive officer or other employee;

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(g)make, change or revoke any election in respect of Taxes, change an annual accounting period, make any agreement or settlement with any Government Entity, file any amended Tax Return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment;

(h)except as may be required as a result of applicable Legal Requirements or under GAAP, change in any material respect any accounting method;

(i)sell, assign, lease or otherwise dispose of any of its assets or properties (other than the Excluded Assets), except in the ordinary course of business;

(j)terminate, amend or fail to renew any material permit other than in the ordinary course of business and consistent with past practice;

(k)terminate, amend or fail to renew any insurance policies other than in the ordinary course of business and consistent with past practice;

(l)commit a breach of or fail to perform material obligations under, or except as set forth on section (l) of the Interim Operations Schedule, amend, modify or terminate any Material Contract or Real Property Lease without the Purchaser’s prior written consent, provided, that, the foregoing shall not preclude the Company or any Subsidiary from amending or modifying a Material Contract or Real Property Lease without the Purchaser’s prior written consent if such amendment or modification (i) is in the ordinary course of business, (ii) is not adverse to the Company or any Subsidiary and (iii) the Company provides the Purchaser with prompt written notice after such amendment or modification;

(m)other than in the ordinary course of business, waive or release any material right or claim in favor of the Company or any Subsidiary or cancel or waive any debts or claims against any officer, manager or employee of the Company or any Subsidiary;

(n)other than with respect to the Excluded Assets, engage in any MRO Activities; or

(o)take or agree to take any of the actions described above.

Section 5.3Access to Records; Assistance

(a)From the date of this Agreement through the Closing, subject to the terms of the Confidentiality Agreement, the Company shall, and shall cause its Subsidiaries to, permit the Purchaser to have access at reasonable times, and in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all books, records (including tax records), contracts, and documents of or pertaining to the Business. Without the prior written consent of the Company, the Purchaser shall not contact any of the Company’s directors, officers or employees, any airport authorities, or any suppliers to, or customers of, the Company or any Subsidiary with respect to the transactions contemplated hereby.

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(b)On or before the 45th day following the end of each fiscal quarter ending on or before the Closing (to the extent such 45th day falls on a date prior to the Closing Date), the Company will furnish to the Purchaser an unaudited quarterly consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, and the related unaudited statements of cash flow and income for the quarter then ended. On or before the 30th day following the end of each month ending on or before the Closing (to the extent such 30th day falls on a date prior to the Closing Date), the Company will furnish to the Purchaser an unaudited monthly consolidated balance sheet of the Company and its Subsidiaries as of the end of such month, and the related unaudited statements of cash flow and income for the month then ended, in a form consistent with monthly financial statements historically prepared by the Company. The Company shall use commercially reasonable efforts, at the Purchaser’s sole cost and expense, to obtain comfort letters from the Company’s accountants regarding information about the Company and the Subsidiaries as reasonably requested by the Purchaser in order to comply with disclosure requirements applicable to any of the Purchaser’s Affiliates, and the consent of such accountants to the inclusion of that information in appropriate filings with the Securities and Exchange Commission. If the Closing occurs after June 30, 2007, the Company will furnish to the Purchaser, promptly after the issuance of the audit report thereof by its accountants, the audited consolidated balance sheet of the Company and its Subsidiaries and related statements of cash flow and income for the fiscal year ended June 30, 2007, prepared in accordance with GAAP applied on a consistent basis. The Parties acknowledge and agree that a material inducement to the Company and Sellers entering into this Agreement is the absence of a condition to closing predicated upon the Purchaser’s ability to obtain financing to consummate the transactions contemplated by this Agreement. Accordingly, the closing of the transactions contemplated by this Agreement shall not be conditioned upon the receipt of any such financing, and the Purchaser hereby agrees that absent willful or intentional breach of this Section 5.3(b) by the Company the condition set forth in the last clause of Section 7.1(a) shall be deemed satisfied. The Company and its Subsidiaries will cooperate, and will cause the Company’s accountants and other representatives to cooperate, with the Purchaser and its accountants and other representatives, at the Purchaser’s sole cost and expense, to provide information and access to employees of the Company and its Subsidiaries to assist the Purchaser and its accountants and other representatives with the preparation of financial statements for and other disclosure about the Company and its Subsidiaries that are compliant with Regulation S-X of the Securities Act or otherwise in accordance with applicable Legal Requirements or listing agreements with securities exchanges; provided, however, that: (i) the preparation of financial statements for and other disclosure about the Company and its Subsidiaries that are compliant with Regulation S-X of the Securities Act or otherwise in accordance with applicable Legal Requirements or listing agreements with securities exchanges is not a condition to Closing; and (ii) the failure to have financial statements prepared for and other disclosure about the Company and its Subsidiaries that are compliant with Regulation S-X of the Securities Act or otherwise in accordance with applicable Legal Requirements or listing agreements with securities exchanges shall not be a breach of the covenant set forth above.

(c)From and after the Execution Date, the Seller Representative shall cooperate fully (and prior to the Closing shall cause the Company and the Subsidiaries to cooperate fully), as and to the extent reasonably requested by the Purchaser, in connection with the filing of Tax Returns. From and after the Closing Date, the Seller Representative shall cooperate fully, as and to the extent reasonably requested by the Purchaser, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. In each case, such cooperation shall include the retention and (upon the Purchaser’s request) the provision of records and information which are reasonably relevant to any such Tax Return filing, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser shall reimburse the Seller Representative for reasonable out-of-pocket expenses incurred by the Seller Representative in connection with its compliance with this Section 5.3(c).

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(d)From the date of this Agreement through the Closing, the Sellers and the Company shall promptly notify the Purchaser if the City of Atlanta initiates a formal request for proposal process or similar request regarding the rental of real property for FBO operations or related business at the Hartsfield-Jackson Atlanta International Airport (the “Atlanta Hartsfield FBO”). The Sellers and the Company shall permit the Purchaser to be involved in all aspects of the preparation and submission to the City of Atlanta of any proposal regarding a new lease or extension or modification of the existing lease at the Atlanta Hartsfield FBO, and shall not submit, or allow to be submitted by any of their respective Affiliates, any such proposal without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned.

Section 5.4Notice of Developments

(a)From the date of this Agreement through the Closing, the Sellers and the Company shall promptly notify the Purchaser in writing if any representation or warranty of the Sellers or the Company set forth in this Agreement was untrue when made; provided, that, no such notice shall affect the representations, warranties, covenants or agreements of the Sellers or the Company or the conditions to the obligations of the Parties under this Agreement.

(b)From the date of this Agreement through the Closing, the Sellers and the Company shall promptly notify the Purchaser in writing of any development causing a breach of any of the representations and warranties in Articles III or IV above. Unless the Purchaser terminates this Agreement pursuant to Section 9.1 below within ten (10) Business Days after receiving notification of such development: (i) the written notice pursuant to this Section 5.4 shall be deemed to have amended the Schedules, to have qualified the representations and warranties contained in Articles III or IV above, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development; (ii) the Purchaser shall be deemed to have waived both its right to terminate this Agreement and the closing condition set forth in Section 7.1 with respect to the matters disclosed in such updated disclosure Schedule; and (iii) the Purchaser shall be precluded from asserting any claims against the Company or any of the Sellers, whether before or after the Closing, by reason any such development.

(c)From the date of this Agreement through the Closing, the Purchaser shall promptly notify the Sellers in writing if any representation or warranty of the Purchaser set forth in this Agreement was untrue when made or subsequently has become untrue; provided that no such notice shall affect the representations, warranties, covenants or agreements of the Purchaser or the conditions to the obligations of the Parties under this Agreement.

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Section 5.5Public Announcements

From the date of this Agreement through the Closing, neither the Company nor the Sellers, on the one hand, or the Purchaser, on the other hand, shall make, or permit any agent or Affiliate to make, any public statements, including, without limitation, any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior written consent of the other, except as may be required by Legal Requirement or any listing agreements with securities exchanges. The Purchaser, on the one hand, and the Sellers and the Company, on the other hand, shall jointly agree on the content and substance of all public announcements concerning the transactions contemplated hereby. Notwithstanding the foregoing: (a) the Sellers and the Company hereby consent to the disclosure by the Purchaser and its Affiliates of information regarding the Company, the Subsidiaries and the Business, to the extent contemplated by Section 5.3(b) (it being acknowledged and agreed by the Sellers that the Purchaser and its Affiliates may disclose such information in connection with any registered offering they may pursue following prior notice to the Sellers and the Company of such disclosure) and provided such disclosure is made in accordance with and pursuant to Legal Requirements (including applicable federal securities laws and stock exchange listing rules); and (b) the Purchaser hereby consents to the disclosure by the Sellers and the Company of information regarding the Purchaser and its Affiliates, provided such disclosure is made in accordance with and pursuant to Legal Requirements (including applicable federal securities laws and stock exchange listing rules).

Section 5.6HSR Act

In connection with the transactions contemplated by this Agreement, the Parties shall comply promptly with the notification and reporting requirements of the HSR Act and use all commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act. The Parties shall comply with any additional request for information, including requests for production of documents and production of witnesses for interviews or depositions, by any antitrust authority. Without limiting the foregoing, the Purchaser and the Company shall use commercially reasonable efforts to cooperate and oppose any preliminary injunction sought by any Government Entity under the HSR Act preventing the consummation of the transactions contemplated by this Agreement; provided, that, neither the Company nor the Purchaser will be required to divest any of its assets in connection with these efforts. The Purchaser shall pay the fees associated with filings under the HSR Act.

Section 5.7Transaction Expenses; Transfer Taxes

Each of the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby, except that the Purchaser shall pay all statutory filing fees associated with compliance under the HSR Act. The Purchaser shall pay any and all transfer taxes, stamp and recording taxes, sales, use and gross receipts taxes and other miscellaneous closing fees or costs associated therewith; provided, however, that the Sellers shall pay any and all such transfer taxes, fees and expenses associated with the distribution of the Excluded Assets or such expenses, to the extent not paid as of the Closing, shall be included as current liabilities of the Company and its Subsidiaries in the determination of Net Working Capital. Other miscellaneous expenses and any title insurance premiums, and certification costs and other miscellaneous expenses in connection therewith, if any, shall be paid by the Purchaser. To the extent that any of the airport authorities incur out-of-pocket fees and expenses to respond to the estoppel letters described in Section 5.1 for which such airport authorities require reimbursement, the Purchaser shall bear the sole responsibility for the payment of such fees and expenses.

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Section 5.8Further Assurances

From and after the Closing, the Purchaser, the Company and each of the Sellers shall execute and deliver such further instruments of conveyance and transfer and take such other action as reasonably may be necessary to further effectuate the transactions contemplated by the Transaction Documents.

Section 5.9Record Retention

The parties agree that for a period of seven (7) years after the Closing Date, without the prior written consent of the Sellers, neither the Purchaser nor any of its Affiliates shall dispose of or destroy any of the books and records purchased hereunder which may be relevant to any legal, regulatory or tax audit, investigation, inquiry or requirement of any of the Sellers without first offering such records to the Sellers.

Section 5.10Indemnification of Directors and Officers

(a)The Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Closing Date now existing in favor of the current or former directors and officers of the Company and the Subsidiaries currently indemnified by the Company and the Subsidiaries (collectively, the “Covered Persons”) as of the date hereof pursuant to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, to the extent set forth on the attached D&O Indemnification Schedule, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect in accordance with their terms (to the extent set forth on the attached D&O Indemnification Schedule), but solely with respect to claims by Persons other than the parties to this Agreement, for a period of not less than six (6) years from the Closing Date. The Purchaser and the Company shall not amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder with respect to indemnification for claims by Persons other than the parties to this Agreement.

(b)The Purchaser shall cause the Company and the Subsidiaries to honor, to the fullest extent permitted by applicable Legal Requirements, all of the Company’s obligations and the Subsidiaries’ obligations to indemnify (including any obligations to advance funds for expenses) the Covered Persons for acts or omissions by such Covered Persons occurring prior to the Closing Date to the extent that such obligations of the Company exist on the date of this Agreement, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Company or any Subsidiary, individual indemnity agreements, board resolutions or otherwise, but solely to the extent described on the attached D&O Indemnification Schedule and with respect to claims by Persons other than the parties to this Agreement, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims by Persons other than the parties to this Agreement against such Covered Persons arising out of such acts or omissions; provided, however, that such indemnification rights shall not apply to any Covered Person with respect to any liability that such Covered Person is obligated to indemnify the Purchaser under Article VI of this Agreement.

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Section 5.11Restrictive Covenants

(a)During the period beginning on the Closing Date and ending on the second anniversary thereof, each Seller (other than any Seller who continues to be employed by the Company or any Subsidiary after the Closing) agrees, solely with respect to itself, not to directly or through a direct or indirect subsidiary or Affiliate thereof: (i) purchase, invest in or fund any FBO at any of the locations at which the Company or a Subsidiary owns or operates an FBO as of the Closing Date (excluding any FBO for which the assets related thereto are distributed from the Company or a Subsidiary to the Sellers or their Affiliates in accordance with this Agreement prior to the Closing Date) (an “Acquired FBO”); or (ii) open for business, invest in, fund or otherwise assist the establishment of any new FBO at any of the locations at which the Company or a Subsidiary owns or operates an Acquired FBO.

(b)Notwithstanding the restrictions set forth in Section 5.11(a), any Seller may: (i) own, solely as an investment, up to five percent of any class of securities of any Person if such securities are listed on any national or regional securities exchange so long as such Seller is not a director or officer of such Person; (ii) be employed by an entity that has operations that would otherwise violate Section 5.11(a) if such Seller’s position and job function with such entity do not involve such operations; (iii) be employed by the Purchaser or any of its Affiliates; (iv) own, operate, manage, lease, sell, transfer or otherwise dispose of the Excluded Assets; and (v) own, operate, manage, lease, sell, transfer or otherwise dispose of any aircraft maintenance operations.

(c)Each Seller specifically acknowledges and agrees that the breach by such Seller of its covenants contained in this Section 5.11 may cause the Purchaser irreparable harm that is not compensable solely in monetary damages. Each Seller acknowledges and agrees that it is essential to the effective enforcement of this provision that the Purchaser be entitled to the remedy of an injunction and it agrees to the granting of such an injunction, without any showing of damages or posting of any bond, in the event of a breach by such Seller of the terms of this provision.

(d)A breach of this Section 5.11 by any particular Seller shall not be imputed to the other Sellers.

Section 5.12Distribution of Excluded Assets

On or prior to the Closing Date, the Company and the Subsidiaries shall distribute to the Sellers or their Affiliates the Excluded Assets; provided, that, the terms and conditions of the disposition of the Excluded Assets do not impose on the Purchaser, the Company or any Subsidiary any limitation, restriction, obligation or liability that is adverse to the Purchaser, the Company or any Subsidiary, and the documentation for such transaction includes an unconditional release by the purchaser, transferee, distributee or assignee of any and all claims against the Purchaser, the Company and the Subsidiaries with respect to the Excluded Assets or arising from, related to, or in connection with such sale, transfer, distribution, assignment or other disposition.

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Section 5.13Use of Certain Trade Names and Trademarks

During the period beginning on the Closing Date and ending on the second anniversary thereof, the Purchaser and its Affiliates shall have a nonexclusive, royalty-free license to use the names “Corporate Wings” and “Fuel on Demand” and the related trademarks solely with respect to the operation of the Business, subject to the terms and conditions of the License Agreement attached as Exhibit E hereto.

Section 5.14No Shop

From the date of this Agreement through the Closing or earlier termination of this Agreement: (a) each Seller agrees not to sell or otherwise transfer any Initial Closing Shares, Ricci Shares or Option Shares to any other Person, except as provided in Section 5.2(c); and (b) each Seller and the Company agree not to, directly or indirectly, solicit, initiate or participate in any manner in discussions or negotiations with, or provide any information or assistance to any Person or group of Persons other than the Purchaser and its Affiliates concerning (i) any acquisition of an equity interest in, or in a merger, consolidation, liquidation, dissolution or disposition of the Company, any Subsidiary or any of their respective assets (other than the Excluded Assets), or (ii) any disposition of any of such Seller’s Initial Closing Shares, Ricci Shares or Option Shares (other than pursuant to the transactions contemplated by this Agreement), and each Seller and the Company agree not to, directly or indirectly, assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

Section 5.15Securities Laws

(a)The Purchaser acknowledges that it is aware (and that it shall make its directors, officers, employees, agents and representatives who know about the transactions contemplated by this Agreement aware) of the restrictions imposed by the United States federal securities laws and other applicable foreign and domestic laws on a person possessing material nonpublic information. The Purchaser hereby agrees that neither it nor any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) nor their respective representatives who know about the transactions contemplated by this Agreement shall, directly or indirectly, buy or sell, or assist or encourage others (including by providing financing) to buy or sell, any securities of Allied Capital Corporation (NYSE: ALD), nor communicate any material nonpublic information to any third parties nor take any other action in violation of such securities laws while it or its representatives are in possession of any material nonpublic information. For the purpose of the preceding sentence, the terms “buy” and “sell” include the purchase or sale of any derivatives, including put or call options, or any other transaction that is intended to be substantially equivalent economically to a sale or purchase of securities of Allied Capital Corporation (NYSE: ALD). The Purchaser agrees to use commercially reasonable efforts to cause its directors, officers, employees, agents and representatives who know about the transactions contemplated by this Agreement to abide by the restrictions set forth in this Section 5.15(a). The Purchaser agrees that this Section 5.15(a) creates an enforceable obligation that shall survive any termination of this Agreement.

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(b)Each of the Sellers acknowledges that it is aware (and that it shall make its directors, officers, employees, agents and representatives, as applicable, who know about the transactions contemplated by this Agreement aware) of the restrictions imposed by the United States federal securities laws and other applicable foreign and domestic laws on a person possessing material nonpublic information. Each Seller hereby agrees that neither it nor any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) nor their respective representatives who know about the transactions contemplated by this Agreement shall, directly or indirectly, buy or sell, or assist or encourage others (including by providing financing) to buy or sell, any securities of Macquarie Infrastructure Company Trust (NYSE: MIC), nor communicate any material nonpublic information to any third parties nor take any other action in violation of such securities laws while it or its representatives are in possession of any material nonpublic information. For the purpose of the preceding sentence, the terms “buy” and “sell” include the purchase or sale of any derivatives, including put or call options, or any other transaction that is intended to be substantially equivalent economically to a sale or purchase of securities of Macquarie Infrastructure Company Trust (NYSE: MIC). Each Seller agrees to use commercially reasonable efforts to cause its directors, officers, employees, agents and representatives, as the case may be, who know about the transactions contemplated by this Agreement to abide by the restrictions set forth in this Section 5.15(b). Each Seller agrees that this Section 5.15(b) creates an enforceable obligation that shall survive any termination of this Agreement.

Section 5.16Employee Matters

(a)For purposes of eligibility, vesting and benefits under any vacation and severance programs, the Purchaser shall cause the employee benefit plans and programs maintained by the Purchaser and its Affiliates to credit the individuals employed by the Company and the Subsidiaries on the Closing Date with their service with the Company and its Affiliates (and any predecessors) to the extent such service was recognized under a similar plan of the Company or a Subsidiary as of the Closing.

(b)The Purchaser shall either cause the Company to continue its employee benefit plans in effect on the Closing or provide the individuals employed by the Company and the Subsidiaries on the Closing Date with employee benefit plans on the same basis as such plans are provided to comparable employees of the Purchaser and its direct or indirect subsidiaries that are engaged in the FBO business. On and after the Closing Date, the Purchaser shall cause the Company to provide notices and continuation coverage as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to all M&A qualified beneficiaries, as described in COBRA.

(c)The Seller Representative shall timely file IRS Form 5310-A, which will perfect the right of the Company and its Subsidiaries to be treated as a qualified separate line of business for purposes of minimum coverage testing (under Section 410(b) of the Code) for the 401(k) Plan for the period beginning on January 1, 2006 and ending on the Closing Date.

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(d)From the date of this Agreement through the Closing or earlier termination of this Agreement, the Purchaser and the Seller Representative agree to cooperate with each other in good faith to establish a supplemental severance payment plan for certain employees of the Company and its Subsidiaries whose employment is terminated after the Closing. The payments by the Company and its Subsidiaries, and applicable taxes and withholding on the payments under the plan, will be exclusively funded from a portion of the proceeds of the sale of the Initial Closing Shares and the Option Shares, respectively. The funds will be deposited into a separate escrow account with the Escrow Agent and the Seller Representative will have sole and absolute discretion regarding whether any payments are made under the plan, the amount of any such payments and the timing of the release of any remaining funds held in escrow. The Purchaser and the Seller Representative will work together to establish a plan that will comply with all applicable Legal Requirements.

Section 5.17Letters of Credit

The Purchaser shall use commercially reasonable efforts to replace the outstanding letters of credit securing certain leases entered into by the Company or its Subsidiaries related to the Business, as listed on the attached Letter of Credit Schedule, on or prior to the Closing Date. In the event the Purchaser has not replaced any one or more of such letters of credit before the Closing, it shall provide additional letters of credit securing the obligations thereunder.

Section 5.18Releases

As of the Closing, each Seller hereby fully and irrevocably releases, acquits and forever discharges the Company and the Subsidiaries, and each of their respective past, present and future officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, representatives, employees, principals, agents, Affiliates, parents, subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them from any and all actions, claims, counterclaims, suits, causes of action, judgments, damages, demands and liabilities, of every kind and nature whatsoever, including taxes (including taxes under Sections 409A and 4999 of the Code), past, present or future, at law or in equity, whether known or unknown, contingent or otherwise, relating to or arising out of the ownership or acquisition of the Initial Closing Shares, Ricci Shares or Option Shares or the business and affairs of the Company and the Subsidiaries, in each case, which any such Seller had, has or may have had at any time in the past until and including the Closing Date, including any claims regarding the allocation and distribution of the Purchase Price (collectively, “Released Claims”). Notwithstanding the foregoing, the Released Claims shall not include (i) exculpation and indemnification rights set forth in the Company’s or any Subsidiary’s charter documents or any written indemnification agreement, to the extent described on the attached D&O Indemnification Schedule, (ii) any amounts due such Seller for compensation or expense reimbursement, (iii) any vested and accrued interest of such Seller in, or benefit to such Seller under, any Employee Benefit Plan, (iv) rights arising under any Transaction Document, other than any claims regarding the allocation and distribution of the Purchase Price or (v) rights under directors and officers insurance policies and Section 5.10 hereof. The releases, acquittals and discharges in this Section 5.18 are conditioned on the consummation of the Closing.

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Section 5.19Tax Matters

(a)Notwithstanding anything in this Agreement to the contrary, the Sellers shall indemnify the Purchaser, the Company and its Subsidiaries and hold them harmless for, from and against all Losses for: (i) all Taxes of the Company and its Subsidiaries imposed by law in respect of any Pre-Closing Tax Period excluding any liability for Taxes in respect of any Pre-Closing Tax Period accrued on the Financial Statements; (ii) all Taxes for which the Company or any of its Subsidiaries is liable as a result of having been a member of a consolidated, combined or unified group during any Pre-Closing Tax Period (whether or not such Taxes relate to a Pre-Closing Tax Period); (iii) all Taxes attributable to the distribution or other transfer of the Excluded Assets; and (iv) all Taxes for which the Company or any of its Subsidiaries is liable arising out of or relating to the sale of the Option or exercise thereof or any of the transactions incident to the Option Agreement. The indemnification under this Section 5.19 shall be subject to the limitations set forth in Article VI or elsewhere in this Agreement. The Sellers shall reimburse the Purchaser Indemnified Parties for any Taxes of either the Company or any Subsidiary which are the responsibility of the Sellers pursuant to this Section 5.19(a) at least five (5) days prior to payment of such Taxes by the Purchaser, the Company or any Subsidiary.

(b)For all purposes of this Agreement, in the case of any Straddle Period, the Taxes of the Company and its Subsidiaries shall be computed as if the actual taxable period ended on and included the Closing Date, except in the case of ad valorem real or personal property Taxes, if any, of the Company or its Subsidiaries, which shall be allocated to the portion of the Straddle Period ending on the Closing Date in accordance with the ratio of the number of days in such portion to the total number of days in the Straddle Period.

(c)After the Closing Date, the Purchaser and the Sellers shall provide each other, and the Purchaser shall cause the Company and its Subsidiaries to provide the Sellers, with such cooperation and information relating to the Company and each of its Subsidiaries as either party may reasonably request in: (a) filing any Tax Return, amended Tax Return or claim for refund; (b) determining any Tax liability or a right to refund of Taxes; (c) conducting or defending any audit or other proceeding in respect of Taxes; or (d) effectuating the terms of this Agreement. After the Closing Date, each of the Purchaser and the Sellers shall: (i) timely sign and deliver such certificates and forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described therein; (ii) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing, including giving access, upon reasonable request, to information, records and documents necessary to prepare such Tax Returns; and (iii) cooperate fully in preparing for any audits of, or disputes with any Government Entity regarding, Taxes of the Company or any of its Subsidiaries.

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Section 5.20Transition Services

On or prior to the Closing Date, the Sellers, the Company and the Purchaser shall cooperate with each other to determine whether the Sellers, with respect to the Excluded Assets, or the Purchaser, with respect to the Business, can provide certain transition services to the other on mutually agreed terms to facilitate the change in ownership and operation of the Excluded Assets and the Business; provided, however, that the failure of the Sellers, the Company and the Purchaser to enter into an agreement regarding any such transition services shall not be a breach of the covenant set forth above.

Section 5.21Amendment or Restatement of Charter

The Company shall cause its Certificate of Incorporation, as amended, to be amended or restated as necessary to create a class of preferred stock with 7,746 authorized shares having all of the rights, conditions and privileges set forth on Exhibit H attached hereto.

ARTICLE VI.

SURVIVAL AND INDEMNIFICATION

Section 6.1Survival of Representations and Warranties

All of the representations and warranties contained in Articles II, III and IV above shall survive the Closing hereunder for a period of 18 months; provided that the representations and warranties set forth in Sections 3.3, 4.3 and 4.8 shall survive the Closing hereunder until the earlier of (x) the date that is sixty (60) days after the expiration of the longest applicable statute of limitations or (y) the fifth anniversary of the Closing Date. In no event shall any party be entitled to assert a claim for indemnification under this Article VI unless such claim is first made on or prior to the 18-month anniversary of the Closing Date; provided, however, that such 18-month survival period shall not apply to any claim based on fraud, pursuant to Section 5.19(a) or Section 6.2(b)(iii), or that arises from a breach of the representations in Sections 3.3, 4.3 and 4.8, which claims may be asserted until the earlier of (x) the date that is sixty (60) days after the expiration of the longest applicable statute of limitations or (y) the fifth (5^th) anniversary of the Closing Date.

Section 6.2Indemnification Obligations of the Sellers

(a)Subject to the other terms of this Article VI, from and after the Closing, each Seller shall indemnify and hold harmless the Purchaser and its Affiliates (including the Company and its Subsidiaries after the Closing), stockholders, officers, directors, employees and agents, and their respective successors and assigns (collectively, the “Purchaser Indemnitees”), in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:

(i)the breach by such Seller of any of the representations and warranties contained in Article III hereof (provided, however, that the Seller Representative is given an Indemnification Claim Notice during the applicable survival period specified in Section 6.1 above); and

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(ii)the breach by such Seller of any of its or his obligations under Section 5.11 hereof.

(b)Subject to the other terms of this Article VI, from and after the Closing, the Sellers shall indemnify and hold harmless the Purchaser Indemnitees, in respect of any Loss which any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:

(i)the breach of any of the representations and warranties contained in Article IV hereof (provided, however, that (A) each Seller’s and the Company’s compliance with the covenants contained in this Agreement on or prior to the Closing Date shall not result in a breach of such representations and warranties and (B) the Seller Representative is given an Indemnification Claim Notice during the applicable survival period specified in Section 6.1 above);

(ii)the breach by the Sellers or the Company of any of the covenants made by it or him in any of the Transaction Documents (other than the obligations under Section 5.11);

(iii)the ownership or operation of the Excluded Assets;

(iv)the matters set forth on the Environmental Matters Schedule or Litigation Schedule and marked with an asterisk (*);

(v)any lawsuit first filed against the Company or any of its Subsidiaries after the Execution Date and before the Closing Date so long as such lawsuit (A) is brought by, and on behalf of, a Person that is not a Purchaser Indemnitee and is initiated, maintained and prosecuted completely independent of any Purchaser Indemnitee and (B) is either based on facts or circumstances (I) related to the matters described on the Litigation Schedule and marked with an asterisk (*) or (II) constituting a breach of a representation or warranty by the Sellers or the Company contained in Article III or Article IV hereof; or

(vi)(A) the Company’s failure to timely file, if applicable, the independent auditor’s report with the 2005 Form 5500 for the 401(k) Plan or (B) the Company’s failure, if any, to comply with the notice requirements of Code Section 401(k)(12)(D).

Section 6.3Indemnification Obligations of the Purchaser

Subject to the other terms of this Article VI, from and after the Closing, the Purchaser shall indemnify and hold harmless the Sellers and their respective Affiliates, stockholders, officers, managers, directors, employees and agents, and their respective successors and assigns (collectively, the “Seller Indemnitees”), in respect of any Loss which any Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of, without duplication:

(a)the breach of any of the representations and warranties of, the Purchaser contained in Article II hereof (provided, however, that the Purchaser is given an Indemnification Claim Notice during the applicable survival period specified in Section 6.1 above); or

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(b)the breach by the Purchaser (or the Company with respect to the period following the Closing Date) of any of the covenants made by it (or the Company with respect to the period following the Closing Date) in any of the Transaction Documents.

Section 6.4Limitations on Indemnification

(a)Notwithstanding anything to the contrary in this Agreement, the terms set forth below in this Section 6.4 shall apply to any claim for monetary damages under Section 5.19, Section 6.2 or Section 6.3. No party shall be entitled to assert any claim for indemnification pursuant to Section 6.2(a)(i), Section 6.2(b)(i), (iii) or (v) or Section 6.3(a) unless and until the amount of the Losses sustained by such party with respect to any individual matter exceeds $25,000. In addition, no party shall be obligated to indemnify another party with respect to any Losses as to which a party is otherwise entitled to assert any claim for indemnification pursuant to Section 6.2(a)(i), Section 6.2(b)(i), Section 6.2(b)(v) or Section 6.3(a) unless and until the aggregate amount of the Losses attributable to the Purchaser Indemnitees or the Seller Indemnitees arising from claims exceeding the $25,000 threshold above under Section 6.2(a)(i), Section 6.2(b)(i), Section 6.2(b)(v) or Section 6.3(a), as the case may be, exceeds $1,000,000 (the “Basket Amount”); thereafter the Indemnifying Party shall indemnify the Purchaser Indemnitees or the Seller Indemnitees, as the case may be, for any amounts in excess thereof, subject to the other limitations set forth below; and provided, further, that, the foregoing Basket Amount shall not apply to any claim based on fraud or that arises from a breach of the representations in Sections 3.3, 4.3 and 4.8. Notwithstanding anything in this Agreement to the contrary: (i) no Seller shall have any liability under Section 6.2(a)(i) in excess of its or his percentage interest in the Escrow Fund, which percentage interest is set forth on an exhibit to the Escrow Agreement, and the Purchaser’s sole and exclusive recourse for monetary damages against any Seller related thereto shall be limited to such Seller’s percentage interest of the Escrow Fund, while such funds remain in the Escrow Fund, except with respect to any claim based on fraud or for indemnification arising from a breach by such Seller of its or his representations and warranties under Section 3.3, which liability shall be limited to the portion of the Purchase Price actually received by such Seller pursuant to this Agreement; (ii) no Seller shall have any liability under Section 6.2(b) (other than with respect to a breach by the Company of its representations and warranties under Sections 4.3 and 4.8 ) in excess of its or his percentage interest in the Escrow Fund, which percentage interest is set forth on an exhibit to the Escrow Agreement, and the Purchaser’s sole and exclusive recourse for monetary damages against any Seller related thereto shall be limited to such Seller’s percentage interest of the Escrow Fund, while such funds remain in the Escrow Fund, except with respect to any claim based on fraud or pursuant to Section 6.2(b)(iii), which liability shall be limited to the portion of the Purchase Price actually received by such Seller pursuant to this Agreement; and (iii) no Seller shall have any liability under Section 5.19 or with respect to a breach by the Company of its representations and warranties under Section 4.8 in excess of the sum of (A) its or his percentage interest in the Escrow Fund, which percentage interest is set forth on an exhibit to the Escrow Agreement and (B) the same such percentage interest in (i) $12,000,000 minus (ii) the aggregate amount of all indemnification obligations of the Sellers pursuant to Section 6.2 or Section 5.19 released from the Escrow Fund to Purchaser Indemnitees, and the Purchaser’s sole and exclusive recourse for monetary damages against any Seller related thereto shall be limited to such Seller’s percentage interest of the Escrow Fund while such funds remain in the Escrow Fund and the same such percentage interest in (i) $12,000,000 minus (ii) the aggregate amount of all indemnification obligations of the Sellers pursuant to Section 6.2 or Section 5.19 released from the Escrow Fund to Purchaser Indemnitees.

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(b)In calculating the amount of Losses suffered or incurred by a party for which indemnification is sought under this Agreement, there shall be deducted the amount of: (i) any insurance actually paid to such party as a result of any such loss; and (ii) any Net Income Tax Benefit attributable to such Losses. For purposes of this Agreement, “Net Income Tax Benefit” shall be an amount equal to the present value of the net reduction in the liability for Income Taxes of the Company and the Subsidiaries during any period as a consequence of such Loss. The present value amount of the Net Income Tax Benefit shall be determined by: (i) using a discount rate equal to four percent (4%), (ii) discounting back to the date on which the applicable indemnity payment is due, and (iii) assuming that the Net Income Tax Benefit is used to reduce net income after all other tax deductions, and using such other reasonable assumptions regarding the date (or dates) on which such Net Income Tax Benefit will be realized.

(c)The Purchaser acknowledges and agrees that although the Purchaser Indemnitees are entitled to assert claims for indemnification pursuant to Section 5.19 or Section 6.2 against the Sellers, the Purchaser Indemnitees shall not be entitled to recovery from the Sellers or the Escrow Fund prior to pursuing in good faith all of the remedies available to the Company and its Subsidiaries relating to such claims against the applicable third parties who have agreed to indemnify the Company and its Subsidiaries pursuant to that certain Stock Purchase Agreement among the Company, Mercury Air Group, Inc. and Allied Capital Corporation dated October 28, 2003, as amended, or the stock purchase agreements, asset purchase agreements or merger agreements entered into between such third parties and the Company and its Subsidiaries as listed on section (a)(xvi) of the Contracts Schedule; provided, however, that in the event that any such third party is subject to a voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for such third party’s business or property, Purchaser shall be entitled to recovery from the Sellers or the Escrow Fund prior to exhausting all of the remedies available to the Company and its Subsidiaries and, in such event, the Purchaser shall assign to the Seller Representative, on behalf of the Sellers, any and all rights and claims of the Company and its Subsidiaries against such third party. If the Purchaser Indemnitees receive reimbursements or other payments from third parties regarding claims for indemnification asserted pursuant to Section 5.19 or Section 6.2 based upon the indemnities from such third parties in favor of the Company and its Subsidiaries, then the claims for indemnification asserted by the Purchaser Indemnitees against the Sellers under Section 5.19 or Section 6.2 shall be reduced by the amount of such reimbursements or other payments.

Section 6.5Indemnification Procedures

(a)Notice of Claim. Any Person making a claim for indemnification pursuant to Section 5.19, Section 6.2 or Section 6.3 above (an “Indemnified Party”) must give the Party from whom indemnification is sought (an “Indemnifying Party”) written notice of such claim (an “Indemnification Claim Notice”) promptly after the Indemnified Party receives any written notice of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against or involving the Indemnified Party by a Government Entity or other third party or otherwise discovers the liability, obligation or facts giving rise to such claim for indemnification (it being understood that any claim for indemnity pursuant to Section 6.2(a)(i), Section 6.2(b) or Section 6.3(a) above must be made by notice given within the applicable survival period specified in Section 6.1 above). Such notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). No failure or delay on the part of the Indemnified Party to so notify an Indemnifying Party shall limit any obligations of the Indemnifying Party except to the extent that the Indemnifying Party has been prejudiced thereby.

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(b)Control of Defense; Conditions. The obligations of an Indemnifying Party under this Agreement with respect to Losses arising from claims of any third party that are subject to the indemnification provided in Section 5.19, Section 6.2 or Section 6.3 above shall be governed by and contingent upon the following additional terms and conditions:

(i)At its option an Indemnifying Party shall be entitled to assume control of the defense of any claim and may appoint as lead counsel of such defense any legal counsel selected by the Indemnifying Party; provided, that, the Indemnified Party shall be entitled to assume control of the defense of any claim, without prejudicing its rights to indemnification from an Indemnifying Party, if (A) the claim could reasonably be expected to have a Material Adverse Effect or a Purchaser Material Adverse Effect or (B) the aggregate liability arising from the claim could reasonably be expected to exceed the Indemnifying Party’s liability to the Indemnified Party.

(ii)Notwithstanding Section 6.5(b)(i) above, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless: (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing; or (B) the Indemnifying Party has failed to assume the defense and employ counsel (within 15 Business Days after written notice from the Indemnified Party), in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party.

(iii)The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to any third party claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed) unless such judgment or settlement contains an unconditional release of the Indemnifying Party without any liability of such Indemnifying Party, and the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to any third party claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed) unless such judgment or settlement contains an unconditional release of the Indemnified Party without any liability of such Indemnified Party.

(c)Manner of Payment by the Purchaser. Any indemnification obligations of the Purchaser pursuant to Section 6.3 shall be paid to the Seller Indemnitees on a pro rata basis based upon each Seller’s ownership of the Initial Closing Shares and the Option Shares immediately prior to the Closing Date, if applicable, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Indemnitees within 15 days after the determination thereof.

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(d)Manner of Payment by Sellers. Any indemnification obligations of the Sellers pursuant to Section 6.2 or Section 5.19 shall be paid to the Purchaser, by wire transfer of immediately available funds by the Escrow Agent from the Escrow Fund, to the accounts designated in writing by the applicable Purchaser Indemnitees within 15 days after the determination thereof. Notwithstanding the foregoing, to the extent that an indemnification obligation of a Seller is not able to be satisfied in full from such Seller’s percentage interest in the Escrow Fund, such Seller shall pay any such deficiency to the Purchaser Indemnitees by wire transfer of immediately available funds to the accounts designated in writing by the applicable Purchaser Indemnitees within 15 days after the determination thereof.

Section 6.6Exclusive Remedy

If the Closing occurs, the monetary remedies set forth in this Article VI, the indemnification provisions set forth in Section 5.19, and the specific performance remedy set forth in Section 9.3 shall provide the sole and exclusive remedies arising from this Agreement and the transactions contemplated by this Agreement. In the event this Agreement is terminated without the occurrence of the Closing, the sole and exclusive remedies of the Parties shall be as set forth in Section 9.1. The Parties acknowledge and agree that the remedies set forth in this Section 6.6 supersede any other remedies available at law or in equity including rights of rescission and claims arising under applicable statutes, other than Purchaser’s right to bring or recover monetary damages for a fraud claim against a particular Seller based on (i) that Seller’s misstatement of a material fact through that Seller’s representations and warranties contained in Article III or (ii) that Seller’s actual knowledge of a misstatement of a material fact made by the Company through its representations and warranties contained in Article IV, in each case as qualified by the Company’s disclosure schedules. The Parties covenant not to sue, assert any arbitration claim or otherwise threaten any claim other than those described in this Section 6.6 as being available under the particular circumstances described in this Section 6.6.

ARTICLE VII.

CONDITIONS TO THE CLOSING

Section 7.1Conditions of the Purchaser’s Obligation

The Purchaser’s obligation to effect the Sale at the Closing is subject to the satisfaction as of the Closing of the following conditions precedent:

(a)Representations and Warranties; Covenants. Each representation and warranty set forth in Articles III and IV above shall be true and correct in all material respects (after giving effect to any updated disclosure Schedule delivered pursuant to Section 5.4(b)) at and as of the Closing as though then made (except to the extent that such representations and warranties relate solely to an earlier date, in which case as of such earlier date). The Sellers and the Company shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by it or him pursuant to the Transaction Documents prior to the Closing, except as otherwise contemplated by Section 5.3(b).

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(b)Proceedings. No action, suit or proceeding shall be pending or threatened before any judicial authority or Government Entity, the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents or cause any such transaction to be rescinded following consummation, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist.

(c)Absence of Changes. From and after the date hereof, no Material Adverse Change shall have occurred.

(d)HSR Waiting Period. The waiting period applicable to the consummation of the purchase and sale of the Initial Closing Shares and the Option Shares under the HSR Act shall have expired or shall have been terminated.

(e)Distribution of Excluded Assets. The Company shall have effected the distribution of the Excluded Assets pursuant to Section 5.12.

(f)Required FBO Estoppels; Consents. The Sellers, the Company or its Subsidiaries shall have obtained and delivered to the Purchaser executed Airport Estoppels from each of the airport authorities designated as a “Required Authority” on the attached Airport Estoppel Schedule except for those Airport Estoppels that are removed from the list of “Required Authorities” in accordance with Section 5.1. The Purchaser shall have received written evidence of the consents marked with an asterisk (*) on the Consents Schedule.

(g)Closing Documents. The Company shall have delivered to the Purchaser the following documents:

(i)a certificate of an officer of the Company, dated as of the Closing Date and signed by an executive officer of the Company, expressly certifying that the conditions set forth in Section 7.1(a) and Section 7.1(c) have been satisfied;

(ii)a copy of the resolutions duly adopted by the board of directors and the stockholders of the Company authorizing the execution, delivery and performance by the Company of each Transaction Document to which the Company is a party and the consummation of the Sale and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of the Company;

(iii)certificates for the Company and each Subsidiary of the Secretary of State (or other applicable Government Entity) of the state of organization of such entity, and each state where such entity is qualified to do business as a foreign entity (each dated not more than 10 Business Days prior to the Closing), as to the good standing and existence or qualification (as the case may be) of each such entity;

(iv)a certificate of an officer of the Company, dated as of the Closing Date and signed by an executive officer of the Company, expressly certifying the capital expenditures incurred and paid by the Company and its Subsidiaries after January 1, 2007 through the Closing Date regarding each FBO; provided, however, that only budgeted capital expenditures included on the FBO Capital Expenditure Schedule shall be taken into account for purposes of the certificate;

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(v)a statement from the Company and the Subsidiaries (in such form as may be reasonably requested by counsel to Purchaser) conforming to the requirements of Treas. Reg. §§ 1.897-2(c)(3) and 1.897 - 2(h) of the United States Treasury Regulations, along with a letter of the Company and the Subsidiaries authorizing the Purchaser to deliver on behalf of the Company and the Subsidiaries the notification required under Section 1.897 - 2(h)(2) of the United States Treasury Regulations;

(vi)the original minute books for the Company and each Subsidiary;

(vii)a certificate, dated as of the Closing Date, signed by the Secretary of the Company certifying (A) that attached to such certificate are true and complete copies of (1) the charter documents of the Company and each Subsidiary, and (2) all resolutions of the Board of Directors of the Company relating to this Agreement and the transactions contemplated hereby, and (B) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and each other Transaction Document or any certificate or instrument furnished pursuant thereto;

(viii)for each Seller that is a corporation or limited liability company, a certificate, dated as of the Closing Date, signed by an appropriate officer or manager of such Seller, certifying as to the incumbency and specimen signature of the representative of the Seller executing this Agreement and each other Transaction Document or any certificate or instrument furnished by such Seller pursuant thereto, and that this Agreement and each other Transaction Document executed by such Seller is duly and validly authorized and constitutes a binding obligation of the Seller, and attaching true and complete copies of all resolutions of the Board of Directors (or Board of Managers) of such Seller relating to this Agreement and the transactions contemplated hereby;

(ix)payoff letters from each of the lenders under the Indebtedness listed on items 1 and 2 of the Indebtedness Schedule, which letters shall include a provision for termination of all applicable liens and the right of the Company to file termination statements with respect thereto;

(x)the written resignations, effective as of the Closing Date, of the directors and statutory officers of the Company and the Subsidiaries;

(xi)the Escrow Agreementduly executed by the Seller Representative; and

(xii)an opinion of the Company’s counsel, dated as of the Closing Date and addressed to Purchaser, substantially in the form of Exhibit F.

(h)Atlanta Escrow Assignment. The Seller shall have delivered to the Purchaser an assignment and assumption agreement executed by Allied Capital Corporation assigning to the Purchaser all of Allied Capital Corporation’s rights and obligations under the Escrow Agreement dated April 12, 2004 among Allied Capital Corporation, Mercury Air Group, Inc. and US Bank, NA, successor to Wachovia Bank National Association.

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(i)Termination of Certain Affiliate Transactions. The Sellers shall have terminated the agreements marked with an asterisk (*) set forth on the Affiliate Transactions Schedule, including without limitation that certain Consulting Agreement, dated as of February 15, 2005, between the Company and Directional Aviation Group, LLC.

(j)Stock Exchange. Kenneth C. Ricci shall have exchanged the Ricci Shares for shares of preferred stock of the Company, immediately prior to the Closing, pursuant to the terms and conditions set forth on Exhibit H attached hereto.

(k)Option Agreement. Kenneth C. Ricci shall have delivered to the Purchaser an executed counterpart to the Option Agreement.

Any condition set forth in this Section 7.1 may be waived by the Purchaser.

Section 7.2Conditions of the Sellers’ Obligation

The Sellers’ obligation to effect the Sale at the Closing is subject to the satisfaction as of the Closing of the following conditions precedent:

(a)Representations and Warranties; Covenants. Each representation and warranty set forth in Article II above shall be true and correct in all material respects at and as of the Closing as though then made (except to the extent that such representations and warranties relate to an earlier date, in which case as of such earlier date). The Purchaser shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by it pursuant to the Transaction Documents prior to the Closing.

(b)Proceedings. No action, suit or proceeding shall be pending or threatened before any judicial authority or Government Entity, the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation, or adversely affect the Purchaser’s performance of its obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect shall exist.

(c)HSR Waiting Period. The waiting period applicable to the consummation of the purchase and sale of the Initial Closing Shares and the Option Shares under the HSR Act shall have expired or shall have been terminated.

(d)Purchaser Closing Documents. The Purchaser shall have delivered to the Sellers the following documents:

(i)a certificate of an officer of the Purchaser, dated as of the Closing Date and signed by an executive officer of the Purchaser, expressly certifying that the condition in Section 7.2(a) has been satisfied;

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(ii)a copy of the resolutions duly adopted by the member of the Purchaser authorizing the Purchaser’s execution, delivery and performance of each Transaction Document to which the Purchaser is a party and the consummation of the Sale and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of the Purchaser; and

(iii)a certificate (dated not less than ten (10) Business Days prior to the Closing) as to the good standing of the Purchaser in its jurisdiction of its formation.

(e)Atlanta Escrow Assignment. The Purchaser shall have delivered to the Seller an executed counterpart to the assignment and assumption agreement referenced in Section 7.1(h).

(f)Option Agreement. The Purchaser or an Affiliate shall have delivered to Kenneth C. Ricci an executed counterpart to the Option Agreement.

Any condition set forth in this Section 7.2 may be waived by the Seller Representative.

ARTICLE VIII.

DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set forth below:

“Acquired FBO” has the meaning set forth in Section 5.11(a).

An “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such first Person within the meaning of the Securities Exchange Act of 1934, as amended.

“Affiliate Transactions Schedule” means the disclosure schedule referred to in Section 4.14.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“Airport Estoppel” has the meaning set forth in Section 5.1(b).

“Airport Estoppel Schedule” means the disclosure schedule referred to in Section 5.1(b).

“Automatic Elimination” has the meaning set forth in Section 5.1(d).

“Bank Account Schedule” means the disclosure schedule referred to in Section 4.19.

“Basket Amount” has the meaning specified in Section 6.4(a).

“Business” means the business of the Company and its Subsidiaries, as conducted on the date of this Agreement, excluding the ownership and operation of the Excluded Assets.

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“Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

“Capitalization Schedule” means the disclosure schedule referred to in Section 4.3(a).

“Cash on Hand” means, with respect to the Company and its Subsidiaries, all cash, all cash equivalents and all marketable securitiesas of the opening of business on the Closing Date determined in accordance with GAAP.

“Closing” and “Closing Date” have the respective meanings set forth in Section 1.3.

“Closing Balance Sheet” has the meaning specified in Section 1.7(d).

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

“Company” has the meaning set forth in the recitals to this Agreement.

“Company Deductible Transaction Expenses” has the meaning specified in Section 1.8.

“Company Employee Benefit Plans” means Employee Benefit Plans sponsored, maintained or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has or may have any Liability (whether actual, contingent, with respect to any of its assets or otherwise).

“Company Group” means each affiliated, combined, consolidated or unitary group of which the Company or any Subsidiary is a member.

“Compliance Schedule” means the disclosure schedule referred to in Section 4.7.

“Confidentiality Agreement” means the Confidentiality Agreement executed by the Purchaser and the Company, a copy of which is attached hereto as Exhibit D.

“Conflicts Schedule” means the disclosure schedule referred to in Section 3.2(b).

“Contracts Schedule” means the disclosure schedule referred to in Section 4.17.

“Consents Schedule” means the disclosure schedule referred to in Section 4.2.

“Covered Persons” has the meaning set forth in Section 5.10(a).

“Developments Schedule” means the disclosure schedule referred to in Section 4.5.

“D&O Indemnification Schedule” means the disclosure schedule referred to in Section 5.10.

“EGTRRA” means the Economic Growth and Tax Relief Reconciliation Act of 2001.

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“Employee Benefit Plan” means “employee benefit plans” within the meaning of Section 3(3) of ERISA and any other material employee benefit arrangements or payroll practices, including, without limitation, employment agreements, severance agreements, executive compensation arrangements, incentive programs or arrangements, sick leave, vacation pay, severance pay policies, plant closing benefits, salary continuation for disability, consulting or other compensation arrangements, workers' compensation, retirement, deferred compensation, bonus, stock purchase, hospitalization, medical insurance, life insurance, tuition reimbursement or scholarship programs, and any plans providing benefits or payments in the event of a change of control, change in ownership, or sale of a substantial portion (including all or substantially all) of the assets of any Person.

“Employee Benefits Schedule” means the disclosure schedule referred to in Section 4.13.

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

“Employee Schedule” means the disclosure schedule referred to in Section 4.16.

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

“Environmental Laws” means all federal, state, and local statutes, regulations and ordinances concerning pollution or protection of the environment, including without limitation the Clean Air Act, the Clean Water Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Federal Insecticide, Fungicide and Rodenticide Act, the Emergency Planning and Community Right-to-Know Act of 1986, as amended as of the Closing Date, and Legal Requirements relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, existence, treatment, storage, disposal, arrangement for transport, arrangement for disposal, transport, report, or handling of Hazardous Materials, but not including zoning and land use laws.

“Environmental Matters Schedule” means the disclosure schedule referred to in Section 4.9.

“Environmental Permits” has the meaning set forth in Section 4.9(c).

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

“ERISA Affiliate” means any trade or business, whether or not incorporated, that, together with the Company or any of its Subsidiaries, is or was treated as a “single employer” within the meaning of Section 414 of the Code or Section 4001(b) of ERISA.

“Escrow Agent” means Regions Bank Corporate Trust, 951 East Byrd Street, Suite 930, Richmond, Virginia 23219, Attn: Joy D. Edwards, Vice President.

“Escrowed DAG Shares” has the meaning specified in Section 1.9(c).

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“Escrow Fund” has the meaning specified in Section 1.4(c)(i).

“Estimated Closing Balance Sheet” has the meaning specified in Section 1.6(a).

“Estimated Net Working Capital” has the meaning specified in Section 1.6(a).

“Estimated Net Working Capital Calculation” has the meaning specified in Section 1.6(a).

“Estimated Working Capital Deficiency” has the meaning specified in Section 1.6(e).

“Estimated Working Capital Surplus” has the meaning specified in Section 1.6(d).

“Excluded Assets” has the meaning specified in Section 4.4(a).

“Excluded Assets Schedule” means the disclosure schedule referred to in Section 4.4(a).

“Execution Date” has the meaning specified in the preamble.

“FBO” means fixed base operations.

“FBO Lease” has the meaning specified in Section 4.17(a)(ix).

“Final Working Capital Deficiency” has the meaning specified in Section 1.7(e).

“Final Working Capital Surplus” has the meaning specified in Section 1.7(e).

“Financial Statements” has the meaning specified in Section 4.4(a).

“Financial Statements Schedule” means the disclosure schedule referred to in Section 4.4.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Government Entity” means the United States of America or any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“GUST” means the Uruguay Round Agreements Act (GATT), the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection Act of 1996 (SBJPA), the Taxpayer Relief Act of 1997 (TRA ’97), the Internal Revenue Service Restructuring and Reform Act of 1998 (RRA ’98), and the Community Renewal Tax Relief Act of 2000 (CRA).

“Hazardous Materials” has the meaning set forth in Section 4.9(a)(vi).

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

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“Income Tax” means any federal, state, local, or foreign income tax, including any interest, penalty or addition thereto.

“Income Tax Return” means any return, declaration, report, or information statement or statement relating to Income Taxes, including any schedule or attachment thereto.

“Indebtedness” means, without duplication, all obligations of the Company or its Subsidiaries: (i) for borrowed money; (ii) evidenced by bonds, debentures, notes or similar instruments; (iii) in respect of the deferred purchase price of property or services (excluding accounts payable and other current liabilities incurred in the ordinary course of business); (iv) under leases required to be capitalized in accordance with GAAP; and (v) in respect of all guarantees by the Company or any Subsidiary on account of indebtedness for borrowed money of any other Person. “Indebtedness” specifically excludes: (a) outstanding letters of credit set forth on the Letter of Credit Schedule; and (b) indebtedness to certain fuel suppliers to fund facilities improvements that is scheduled to be forgiven over the term of a related fuel supply agreement.

“Indebtedness Schedule” means the disclosure schedule referred to in Section 4.4(b).

“Indemnification Claim Notice” has the meaning specified in Section 6.5(a).

“Indemnified Party” has the meaning specified in Section 6.5(a).

“Indemnifying Party” has the meaning specified in Section 6.5(a).

“Independent Auditors” has the meaning specified in Section 1.7(c).

“Initial Closing Shares” has the meaning set forth in the recitals to this Agreement.

“Initial Closing Shares Escrow Fund” has the meaning specified in Section 1.4(a)(i).

“Insurance Schedule” means the disclosure schedule referred to in Section 4.15.

“Intellectual Property” means all patents and patent applications; registered and material unregistered copyrights; registered and material unregistered trademarks, service marks, trade names or domain names, computer software; all trade secrets, know-how, manufacturing and production processes, recipes, drawings, and designs; in each case including, without limitation, the items set forth on the Intellectual Property Schedule.

“Intellectual Property Schedule” means the disclosure schedule referred to in Section 4.10.

“Interim Operations Schedule” means the disclosure schedule referred to in Section 5.2.

“Knowledge” means: (a) as it applies to the representations and warranties made by the Company in Article IV, the actual knowledge of Kenneth C. Ricci, Michael A. Rossi, J. Christopher Herzberg, Karel Van Der Linden, Robert Sullivan and Randall L. Jones without any duty to investigate or conduct independent inquiry; and (b) as it applies to the representations and warranties made by any particular Seller in Article III, the actual knowledge of such Seller, in the case of an individual Seller (or Kenneth C. Ricci and Mike Rossi in the case of Directional Aviation Group, LLC or Daniel L. Russellin the case of Allied Capital Corporation), without any duty to investigate or conduct independent inquiry provided that the Knowledge of any particular Seller shall not be imputed to another Seller.

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“Landlord Property Leases” has the meaning set forth in Section 4.11(e).

“Latest Balance Sheet” means the Company’s unaudited balance sheet as prepared by management as of December 31, 2006.

“Legal Requirement” means any requirement arising under any action, law, treaty, rule or regulation, determination or direction of an arbitrator or Government Entity, including any Environmental Law.

“Liabilities” means any and all debts, liabilities and obligations of any nature whatsoever, whether accrued or fixed, absolute or contingent, mature or unmatured or determined or indeterminable.

“Lien” means any lien, claim, restriction, charge, mortgage, pledge, condemnation award, expropriation award, encumbrance, hypothecation, lease, sublease, preferential purchase right, option, conditional sales contract, security interest or encumbrance of any nature whatsoever.

“Litigation Schedule” means the disclosure schedule referred to in Section 4.12.

“Loss” means, with respect to any Person, any damages, claims, Liabilities, losses, Taxes, costs and expenses (including reasonable fees and expenses of counsel and court costs), excluding punitive damages, consequential damages (including lost profits) or exemplary damages, unless and solely to the extent that such punitive, consequential or exemplary damages are actually paid to a third party.

“Material Adverse Change” means an event, condition or circumstance or related series thereof that results in, or could reasonably be expected to result in, a Material Adverse Effect.

“Material Adverse Effect” has the meaning specified in the Material Adverse Effect Schedule.

“Material Contracts” has the meaning specified in Section 4.17(b).

“MRO Activities” has the meaning specified in Section 4.4(d).

“Net Income Tax Benefit” has the meaning specified in Section 6.4(b).

“Net Working Capital” means, for purposes of Section 1.7 above, the excess of the consolidated current assets (excluding Cash on Hand) of the Company and its Subsidiaries as of the closing of business on the Closing Date over the consolidated current liabilities (excluding current portions of Indebtedness) of the Company as of the closing of business on the Closing Date determined in accordance with GAAP, except as otherwise specified below, and calculated in conformity with the methodology set forth on Exhibit G attached hereto. In determining consolidated assets and liabilities hereunder: (a) all normal or recurring monthly accounting entries shall be taken into account and all known errors and omissions shall be corrected; (b) all known proper adjustments shall be made; (c) appropriate reserves for all known and quantifiable liabilities and obligations for which reserves are appropriate in accordance with GAAP shall be included in the calculation; (d) inventory shall be accounted for on a basis consistent with the preparation of the Latest Balance Sheet; and (e) for purposes of calculating the accrued liability or any claim for a refund of Income Taxes, the Company and its Subsidiaries shall treat the Closing Date as the last day of their taxable year.

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“Objection Notice” has the meaning specified in Section 1.7(b).

“Option” means the rights of the Purchaser to purchase, and Kenneth C. Ricci to sell, the Option Shares in accordance with the terms and conditions of the Option Agreement.

“Option Agreement” means the agreement, substantially in the form attached hereto as Exhibit I, with respect to the Option Shares.

“Option Purchase Price” has the meaning specified in Section 1.2(b).

“Option Shares” has the meaning set forth in the recitals to this Agreement.

“Option Shares Escrow Fund” has the meaning specified in Section 1.4(c)(i).

“Option Shares Exercise Price” has the meaning specified in Section 1.2(c).

“Parties” has the meaning set forth in the recitals to this Agreement.

“Permitted Liens” means: (i) statutory Liens for current Taxes or assessments, or other similar governmental charges, not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, or other similar Liens arising or incurred in the ordinary course of business not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) zoning, entitlement and other land use or environmental regulations by any Government Entity that have not been materially violated; (iv) Liens that represent purchase money security interests for personal property purchased in the ordinary course of business; (v) Liens created by or arising out of the express terms of any Real Property Lease; (vi) Liens securing the Indebtedness listed on the Indebtedness Schedule; and (vii) such other Liens that would not, individually or in the aggregate, reasonably be expected materially and adversely to affect the value, marketability or continued use (consistent with the historical use thereof) of the assets subject thereto.

“Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a Government Entity.

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“Pre-Closing Tax Period” means: (A) any taxable period ending on or before the Closing Date; or (B) the portion of any Straddle Period (as defined below) which ends on the Closing Date.

“Proceeding” has the meaning specified in Section 6.5(a).

“Proposed Closing Balance Sheet” has the meaning set forth in Section 1.7(a).

“Proposed Net Working Capital” has the meaning set forth in Section 1.7(a).

“Proposed Net Working Capital Calculation” has the meaning set forth in Section 1.7(a).

“Purchase Price” has the meaning specified in Section 1.2(c).

“Purchaser” has the meaning set forth in the recitals to this Agreement.

“Purchaser Indemnitees” has the meaning specified in Section 6.2(a).

“Purchaser Material Adverse Effect” means a material adverse effect on the business, properties, liabilities, results of operations or condition (financial or otherwise) of the Purchaser.

“Real Estate Schedule” means the disclosure schedule referred to in Section 4.11.

“Real Property Leases” has the meaning set forth in Section 4.11(b).

“Reimbursable Cap-Ex Amount” has the meaning set forth in Section 1.5.

“Release” has the meaning set forth in Section 4.9(a)(vi).

“Released Claims” has the meaning set forth in Section 5.18.

“Required Authority” has the meaning set forth in Section 5.1(d).

“Ricci Shares” has the meaning set forth in the recitals to this Agreement.

“Sale” has the meaning set forth in Section 1.3.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” and “Sellers” has the meaning set forth in the recitals to this Agreement.

“Seller Elimination” has the meaning set forth in Section 5.1(e).

“Seller Indemnitees” has the meaning specified in Section 6.3.

“Seller Representative” has the meaning set forth in Section 1.9(a).

“Service Providers” has the meaning set forth in Section 4.16(a)(i).

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“Straddle Period” means any taxable period beginning before and ending after the Closing Date.

“Subsequent Closing” has the meaning specified in Section 1.4(c).

“Subsequent Closing Date” has the meaning specified in Section 1.4(c)(i).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (a) if a corporation or a limited liability company (with voting securities), a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company (without voting securities), partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

“Subsidiaries Schedule” means the disclosure schedule referred to in Section 4.3(b).

“Target Net Working Capital” has the meaning specified in Section 1.6(b).

“Tax” (and “Taxes” and “Taxable”) means: (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom duty or other tax, fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Government Entity responsible for the imposition of any such tax (domestic or foreign); (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period; (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other Person; and (iv) any liability for the payment of any amounts of the type described in clause (i) as a result of a legal obligation to collect and remit to any Government Entity any such amounts which are imposed on any other Person.

“Tax Return” means any return, statement, report or form (including, without limitation, estimated tax returns and reports, withholding tax returns and reports and information returns and reports) filed or required to be filed with respect to Taxes, including any amendments, supplements, schedules or supporting material in connection therewith.

“Taxes Schedule” means the disclosure schedule referred to in Section 4.8.

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“Transaction Documents” means this Agreement and all other agreements, instruments, certificates and other documents to be entered into or delivered by any Party, pursuant to any of the foregoing.

“Transaction Expenses” has the meaning specified in Section 1.8.

“Transaction Expenses Schedule” means the disclosure schedule referred to in Section 1.4(a)(ii).

“US Bank Escrow Agreement” has the meaning specified in Section 1.9(c).

ARTICLE IX.

MISCELLANEOUS

Section 9.1Termination

This Agreement may be terminated:

(a)at any time prior to the Closing by mutual written agreement of the Purchaser and the Sellers; or

(b)by the Purchaser, at any time prior to the Closing in the event that any of the Sellers or the Company is in breach, in any material respect, of the representations, warranties or covenants (except as limited by Section 5.4(b)) made by any of the Sellers or the Company in this Agreement (provided, that such condition is not the result of any breach of any covenant, representation or warranty of the Purchaser set forth in any Transaction Document) and such breach is not cured within 10 days or otherwise renders the conditions set forth in Section 7.1 incapable of being satisfied; or

(c)by the Sellers, at any time prior to the Closing in the event the Purchaser is in breach, in any material respect, of the representations, warranties or covenants made by the Purchaser in this Agreement (provided, that such condition is not the result of any breach of any covenant, representation or warranty of the Sellers set forth in any Transaction Document) and such breach is not cured within 10 days or otherwise renders the conditions set forth in Section 7.2 incapable of being satisfied; or

(d)by the Sellers and the Company, on the one hand, and the Purchaser, on the other hand, at any time after October 22, 2007, if the Closing shall not have occurred; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party whose breach of its representations and warranties in this Agreement or whose failure to perform any of its covenants and agreements under this Agreement shall have been a material contributing cause of, or resulted in, the failure of the Closing to occur on or before the date referenced above.

Any termination of this Agreement pursuant to any of clauses (b) through (d) of this Section 9.1 shall be effected by written notice from the Sellers to the Purchaser (if the Sellers are the terminating Party) or from the Purchaser to the Sellers (if the Purchaser is the terminating Party). In the event of the termination of this Agreement pursuant to this Section 9.1, all obligations of the Parties hereto to each other with respect to this Agreement or the transactions contemplated by this Agreement shall terminate, except for the provisions of this Section 9.1 and Sections 5.5, 5.7, 5.15, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7 and 9.8; provided, however, that any termination of this Agreement pursuant to clause (b) or (c) of this Section 9.1 shall not prejudice the ability of the non-breaching Party from seeking, and such non-breaching Party shall be entitled to seek, damages from any other Party for any willful and intentional breach of this Agreement, including attorneys’ fees and the right to pursue any remedy available at law or in equity.

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Section 9.2Entire Agreement

Except as otherwise provided in this Agreement, this Agreement and the Transaction Documents set forth the entire understanding of the Parties relating to the subject matter hereof, and all prior understandings, whether written or oral are superseded by this Agreement, and all prior understandings, and all related agreements and understandings are hereby terminated.

Section 9.3Specific Performance

The Parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

Section 9.4Confidentiality

The Purchaser agrees to maintain all nonpublic information regarding the Company (with respect to the period prior to the Closing Date) and the Sellers and their respective Affiliates confidential in a manner consistent with the obligations of the Purchaser pursuant to the Confidentiality Agreement; provided, that: (a) the Sellers and the Company hereby consent to the disclosure by the Purchaser and its Affiliates of information regarding the Company, the Subsidiaries and the Business, to the extent contemplated by Section 5.3(b), or as reasonably necessary for compliance with disclosure requirements applicable to the Purchaser or any of its Affiliates, provided such disclosure is made in accordance with and pursuant to Legal Requirements (including applicable federal securities laws and stock exchange listing rules); and (b) the Purchaser hereby consents to the disclosure by the Sellers and the Company of information regarding the Purchaser and its Affiliates, as reasonably necessary for compliance with disclosure requirements applicable to the Sellers and the Company, provided such disclosure is made in accordance with and pursuant to Legal Requirements (including applicable federal securities laws and stock exchange listing rules).

Section 9.5Amendment; Waiver

This Agreement may be amended or modified, and any provisions of this Agreement may be waived, in each case upon the approval, in writing, executed by each of the Company, the Seller Representative and the Purchaser. No other course of dealing between or among any of the Parties or any delay in exercising any rights pursuant to this Agreement shall operate as a waiver of any rights of any Party.

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Section 9.6Successors and Assigns

Except as otherwise expressly provided in this Agreement, all covenants and agreements set forth in this Agreement by or on behalf of the Parties shall bind and inure to the benefit of the respective successors and permitted assigns of the Parties, whether so expressed or not, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Purchaser (on the one hand), or the Sellers (on the other hand) without the prior written consent of the other Party. Except as may otherwise be provided in the Option Agreement, the Purchaser may: (a) (at any time prior to the Closing) at its sole discretion, in whole or in part assign its rights pursuant to this Agreement, including the right to purchase the Initial Closing Shares, to one or more of its direct or indirect wholly owned Affiliates; and (b) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Purchaser nonetheless shall remain responsible for the performance of all of its obligations hereunder).

Section 9.7Governing Law

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Any controversy or claim arising under this Agreement shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and each Party submits to the jurisdiction of such court for purposes of resolving any such controversy.

Section 9.8Notices

All demands, notices, communications and reports provided for in this Agreement shall be in writing and shall be either sent by facsimile with confirmation to the number specified below or personally delivered or sent by reputable overnight courier service (delivery charges prepaid) to any Party at the address specified below, or at such address, to the attention of such other Person, and with such other copy, as the recipient Party has specified by prior written notice to the sending Party pursuant to the provisions of this Section 9.8.

If to the Company or the Sellers:

Mercury Air Centers, Inc.

355 Richmond Road

Richmond Heights, OH 44143

Telecopy:(216) 289-6932

Attn: Kenneth C. Ricci

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Allied Capital Corporation

1919 Pennsylvania Avenue, NW

Washington, D.C. 20006-3434

Telecopy:(202) 721-6101

Attn: Mark F. Raterman

with copies, which shall not constitute notice to the Company or

the Sellers, to:

DLA Piper US LLP

1200 Nineteenth Street, NW

Washington, D.C. 20036-2412

Telecopy:(202) 223-2085

Attn: Anthony H. Rickert, Esq.

If to the Purchaser:

Macquarie FBO Holdings LLC

125 West 55^th Street, 22^nd Floor

New York, NY 10014

Telecopy: (212) 231-1717

Attn: Peter Stokes

with copies, which shall not constitute notice to the Purchaser, to:

Pillsbury Winthrop Shaw Pittman LLP

1650 Tysons Blvd.

Suite 1400

McLean, VA 22102

Telecopy: (703) 770-7901

Attn:Craig E. Chason, Esq.

David J. Charles, Esq.

Any such demand, notice, communication or report shall be deemed to have been given pursuant to this Agreement when delivered personally, when confirmed if by facsimile or on the business day after deposit with a reputable overnight courier service, as the case may be.

Section 9.9Schedules and Exhibits

The Schedules and Exhibits to this Agreement constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if fully set forth herein. The inclusion of any information (including dollar amounts) in any section of the Schedules shall not be deemed to be an admission or acknowledgment by the Company that such information is required to be listed on such section of the Schedules or is material to or outside the ordinary course of business of the Company or the Subsidiaries, as applicable. The information contained in this Agreement, the Exhibits hereto and the Schedules is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any third party of any matter whatsoever (including, any violation of a Legal Requirement or breach of contract).

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Section 9.10Counterparts

The Parties may execute this Agreement by facsimile transmission in two or more counterparts (no one of which need contain the signatures of all Parties), each of which shall be an original and all of which together shall constitute one and the same instrument.

Section 9.11Time is of the Essence

The Parties hereby expressly acknowledge and agree that time is of the essence for each and every provision of this Agreement.

Section 9.12No Third-Party Beneficiaries

Except as otherwise expressly provided in this Agreement, no Person which is not a Party shall have any right or obligation pursuant to this Agreement.

Section 9.13Headings

The headings used in this Agreement are for the purpose of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

[Signatures appear on next page]

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IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the date first written above.

WITNESS:	MACQUARIE FBO HOLDINGS LLC
/s/ Bernard Carroll	By:	/s/ Peter Stokes
		Name: Peter Stokes Title:Chief Executive Officer

MERCURY AIR CENTERS, INC.
By:	/s/ Daniel L. Russell
	Name:Daniel L. Russell Title:Chairman

[Signatures continued on next page]

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STOCKHOLDER SIGNATURE PAGE

WITNESS:	ALLIED CAPITAL CORPORATION, as the Seller Representative
/s/ Bernard Carroll	By:	/s/ Daniel L. Russell
		Name: Daniel L. Russell Title:Managing Director

WITNESS:	ALLIED CAPITAL CORPORATION
	By:	/s/ Daniel L. Russell
		Name:Daniel L. Russell Title:Managing Director

WITNESS:	DIRECTIONAL AVIATION GROUP, LLC
	By:	/s/ Kenneth C. Ricci
		Name:Kenneth C. Ricci Title:

By:	/s/ Kenneth C. Ricci
	Kenneth C. Ricci

By:	/s/ David Moore
	David Moore

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EX-2.2

EXHIBIT 2.2

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”) made and entered into as of ______________, 2007 by and between KENNETH C. RICCI (“Stockholder”) and MACQUARIE INFRASTRUCTURE COMPANY, LLC, a Delaware limited liability company (“Macquarie”), is to evidence the following agreements and understandings.

WITNESSETH:

WHEREAS, prior to the execution and delivery of this Agreement, Stockholder owned 7,745.36 common shares of Mercury Air Centers, Inc., a Delaware corporation (“MAC”), representing approximately 11% of the issued and outstanding shares of MAC common stock (“MAC Common”);

WHEREAS, Stockholder entered into an agreement with MAC dated ____________, 2007 whereby each share of MAC Common held by Stockholder on such date (“Ricci Common Stock”) was exchanged for one (1) share of MAC Series A Preferred Stock (the “Preferred Stock,” the terms, preferences and rights of which are described in a Certificate of Designation of, Preferences and Rights of the Series A Preferred Stock filed with the Delaware Secretary of State (the “Certificate of Designations”) in connection with the terms of a Stock Purchase Agreement dated April ___, 2007 (the “Purchase Agreement”) by and among, inter alia, Macquarie, Allied Capital Corporation (“Allied”) and Stockholder;

WHEREAS, the exchange of the Ricci Common Stock for the Preferred Stock was intended to qualify as a tax-free exchange under Section 1036 or as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and the Preferred Stock was intended to qualify as MAC “common stock” for purposes of Section 305(b)(3) and the regulations promulgated thereunder;

WHEREAS, the Purchase Agreement provides, in part, that the Preferred Stock was to be issued to Stockholder in exchange for the Ricci Common Stock on the date on which Macquarie acquires all of the MAC Common held by Allied pursuant to the Purchase Agreement (the “Closing Date”), and the Purchase Agreement contemplates that on the Closing Date, Stockholder shall issue to Macquarie an option to purchase all, and not less than all, of the Preferred Stock held by Stockholder, and Macquarie shall issue to Stockholder an option to require Macquarie to purchase all, and not less than all, of the Preferred Stock held by Stockholder;

WHEREAS, immediately prior to the execution and delivery of this Agreement: (i) Macquarie has acquired all of the “Initial Closing Shares” as defined in the Purchase Agreement, and (ii) Stockholder has exchanged the Ricci Common Stock for an equal number of shares of the Preferred Stock (the “Option Shares”); and

WHEREAS, the parties hereto desire to memorialize in this Agreement the terms and conditions of the Call Option and the Put Option (as such terms are defined below).

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Grant of Call Option. Stockholder hereby issues and sells to Macquarie an option to purchase all, and not less than all, of the Option Shares (“Call Option”), all on the terms and conditions contained in this Agreement.

2.Option Purchase Price. In consideration of the Stockholder’s issuance of the Call Option, Macquarie shall pay to the Stockholder, contemporaneously with the execution and delivery of this Agreement, the sum of $2,000,000 (“Option Purchase Price”), by bank or certified check or by wire transfer of immediately available federal funds to an account designated in writing by Stockholder prior to the date of execution of this Agreement. The Option Purchase Price shall be nonrefundable, but shall be credited against the Call Option Exercise Price (defined below) if the Call Option is exercised by Macquarie prior to the expiration of the Call Option Exercise Period (defined below).

3.Exercise Period. The Call Option shall be exercisable only from 12:01 a.m. Eastern Standard Time October 1, 2007 through 11:59 p.m. Eastern Standard Time on October 31, 2007 (“Call Option Exercise Period”), time being of the essence.

4.Call Option Exercise Price.

a.The exercise price for the Option Shares acquired pursuant to the Call Option (“Call Option Exercise Price”) shall be _____________________ Dollars ($__________), which equals the net amount of the per share value of the MAC Common as determined on [Macquarie/Allied closing date] in connection with the closing of the purchase by Macquarie of MAC Common pursuant to Section 1.4(a) of the Purchase Agreement times the number of Option Shares plus $500,000 as the premium for Stockholder granting the Call Option, less the sum of (x) any dividends and distributions paid on the Preferred Stock to the Stockholder from and after the [Macquarie/Allied closing date] to the date of closing of the Call Option exercise and (y) the Option Purchase Price, subject to adjustment pursuant to Paragraph 4(b) below.

b.The parties acknowledge and agree that in certain circumstances the Call Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

5.Exercise Procedure and Closing. The Call Option may be exercised by Macquarie by delivery to Stockholder and Allied of a written exercise notice (“Notice of Call Exercise”) during the Call Option Exercise Period. Macquarie and the Stockholder shall consummate the purchase and sale of the Option Shares within ten (10) days following the date the Notice of Call Exercise is received by Stockholder.

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a.At the closing, the Call Option Exercise Price shall be paid as follows:

i.First, an amount equal to the outstanding principal, accrued and unpaid interest, and fees payable pursuant to the Promissory Note dated September 15, 2006 and issued by the Stockholder to Mercury Air Centers, Inc. in a principal amount of $7,196,493 (the “Allied Loan Amount”) shall be delivered to Allied Capital Corporation, a Maryland corporation, as agent for the holders of such note (“Allied”);

ii.Second, an amount equal to the Call Option Share Escrow Fund shall be delivered to the Escrow Agent; and

iii.Third, the balance of the Call Option Exercise Price for the Preferred Stock shall be delivered to the Stockholder, with payment being made in the same manner as the Option Purchase Price pursuant to Paragraph 2 above.

b.At the closing, the Stockholder shall deliver to Macquarie:

i.Certificates for the Option Shares free and clear of all liens and encumbrances (except with respect to the liens described in Paragraphs 6(a) and 12 below), duly endorsed for transfer or accompanied by duly executed stock powers;

ii.A certificate from the Stockholder expressly certifying that as of the date thereof, the Stockholder (A) holds of record, owns beneficially and has good and marketable title to all of the Option Shares, free and clear of security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims and demands (except with respect to the liens described in Paragraphs 6(a) and 12 below) and (B) is not a party to any voting trust, proxy, or other agreement or understanding, other than with respect to this Agreement; and

iii.An executed release substantially in the form of Exhibit A.

6.Nontransferability of Option Shares and Call Option.

a.Without the prior written consent of Macquarie and Allied, the Option Shares shall not be transferred, assigned, pledged, hypothecated or disposed of in any way (except with respect to the pledge described in Paragraph 12 below), whether by operation of law or otherwise, except as set forth in Paragraph 13(i) below; provided, that the Option Shares may be disposed of pursuant to the Agreement.

b.Without the prior written consent of the Stockholder, the Call Option shall not be transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, except that Macquarie, upon written notice to the Stockholder, may transfer all or a portion of the Call Option to an affiliate or grant a security interest in the Call Option to secure the repayment of indebtedness of MAC, in which case Macquarie shall remain primarily liable for and stand behind each of its obligations under the Call Option and otherwise under this Agreement.

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7.Failure to Exercise Call Option / Stockholder’s Right to Appointment of Director. If Macquarie fails to exercise the Call Option prior to the expiration of the Call Option Exercise Period or fails to close on the purchase of the Preferred Stock within ten (10) days after receipt by Stockholder of the Notice of Exercise, the Stockholder shall be permitted to appoint an additional director to the Board of MAC (which Board will consist of at least six (6) members) as long as the Stockholder (or family members, including trusts, limited partnerships or limited liability companies principally for the benefit of Stockholder or his family (“Stockholder Related Parties”)) continues to own in the aggregate at least eighty percent (80%) of the Preferred Stock. Macquarie agrees to vote for the election of Stockholder’s nominee as Director and take such actions in its capacity as majority stockholder of MAC, and further, agrees to cause MAC to take such actions as may be necessary or appropriate, in the reasonable opinion of Stockholder or its counsel, to effectuate the purposes of this Paragraph.

8.Stockholder Failure to Transfer Preferred Stock. In the event that the Stockholder is unable to, or for any reason does not, deliver to Macquarie certificates for the Preferred Stock free and clear of all liens and encumbrances (except with respect to the liens described in Paragraphs 6(a)_and 12 below), duly endorsed for transfer or accompanied by duly executed stock powers and an executed release substantially in the form of Exhibit A within ten (10) days after receipt by Stockholder of the Notice of Exercise, Macquarie may, in its sole discretion, pay to Allied the amount payable to it pursuant to Paragraph 5 above and deposit the balance of the Call Option Exercise Price to the Escrow Agent to be held in an escrow account separate from the Escrow Fund. Upon such deposit by Macquarie, the Option Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to Macquarie, and the Stockholder shall have no further rights with respect thereto. The Escrow Agent shall hold, invest and disburse the funds in accordance with the terms and conditions of an escrow agreement between Macquarie, the Stockholder and the Escrow Agent, an executed counterpart of which the Stockholder has delivered to Macquarie as of the execution of this Agreement. The escrow agreement shall provide that the escrow deposit and any investment income earned thereon be disbursed in accordance with the sequence set forth in Paragraphs 5(a)(ii) and (iii) above upon receipt by Macquarie of the documents set forth in the first sentence of this Paragraph 8. Any fees and expenses of the Escrow Agent shall be paid from the funds deposited with the Escrow Agent.

9.Adjustments for Certain Corporate Events. If at any time, or from time to time, MAC shall, by subdivision, consolidation or reclassification of shares, or otherwise, change as a whole the outstanding Option Shares into a different number or class of shares, the number and class (or series) of shares so changed shall, for the purposes of the Call Option or the Put Option (as defined below) and the terms and conditions hereof, replace the shares outstanding immediately prior to such change, and the number of shares subject to the Call Option or the Put Option and the consideration calculated based on the number of Option Shares shall be proportionately adjusted.

a.If at any time, or from time to time while the Call Option or Put Option is exercisable, MAC shall consolidate with or merge into another corporation, Macquarie shall thereafter be entitled upon exercise of the Call Option to purchase, with respect to each Option Share purchasable hereunder immediately prior to the date upon when such consolidation or merger shall become effective, the securities or property to which a holder of one share of Preferred Stock would have been entitled upon such consolidation or merger and Macquarie shall take, and shall cause MAC to take such steps in connection with such consolidation or merger as may be necessary to assure that all of the provisions of the Call Option or the Put Option shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of the Call Option or the Put Option as applicable.

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b.The Call Option granted herein shall not entitle Macquarie to any voting rights or other rights or privileges attributable to ownership of the Option Shares prior to the exercise of the Call Option or the Put Option, as applicable, and payment of the exercise price for such shares.

10.Put Option Exercise Price.

a.The Stockholder shall have the option to require Macquarie to purchase all, and not less than all, of the Preferred Stock held by the Stockholder (“Put Option”), exercisable only from 12:01 a.m. Eastern Standard Time April 1, 2008 through 11:59 p.m. Eastern Standard Time April 30, 2008 (“Put Option Exercise Period”), time being of the essence. The exercise price for the Option Shares being sold to Macquarie pursuant to the Put Option (“Put Option Exercise Price”) shall be _____________________ Dollars ($__________), which equals the net amount of the per share value of MAC Common as determined on the [Macquarie/Allied Closing Date] in connection with the closing of the purchase by Macquarie of the MAC Common pursuant to Section 1.4(a) of the Purchase Agreement times the number of Option Shares, less the sum of (x) $4,000,000 and (y) any dividends and distributions paid to Stockholder on the Preferred Stock from and after the [Macquarie/Allied Closing Date] through the date of closing of the Put Option exercise, and without reduction for the Option Purchase Price, subject to adjustment pursuant to Paragraph 10(b) below.

b.The parties acknowledge and agree that in certain circumstances the Put Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

11.Exercise Procedure and Closing. The Put Option may be exercised by Stockholder by delivery to Macquarie and Allied of a written exercise notice (“Notice of Put Exercise”) during the Put Option Exercise Period. Stockholder and Macquarie shall consummate the sale of the Preferred Stock within ten (10) days of the date of receipt by Macquarie of the Notice of Put Exercise.

a.At the closing, the Put Option Exercise Price shall be paid as follows:

i.First, an amount equal to the Allied Loan Amount shall be delivered to Allied;

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ii.Second, an amount equal to the Option Share Escrow Fund shall be delivered to the Escrow Agent;

iii.Third, the balance of the Put Option Exercise Price for the Preferred Stock shall be delivered to the Stockholder, with payment being made in the same manner as the Option Purchase Price pursuant to Paragraph 2 above.

b.At the closing, the Stockholder shall deliver to Macquarie:

i.Certificates for the Option Shares free and clear of all liens and encumbrances (except with respect to the liens described in Paragraphs 6(a) and 12 below), duly endorsed for transfer or accompanied by duly executed stock powers;

ii.A certificate from the Stockholder expressly certifying that as of the date thereof, the Stockholder (A) holds of record, owns beneficially and has good and marketable title to all of the Option Shares, free and clear of security interests, liens, options, warrants, purchase rights, contracts, commitments, restrictions, equities, claims and demands (except with respect to the liens described in Paragraphs 6(a) and 12 below) and (B) is not a party to any voting trust, proxy, or other agreement or understanding, other than with respect to this Agreement;

iii.And an executed release substantially in the form of Exhibit A.

12.Support of Financing Transaction. Upon request by Macquarie, the Stockholder will enter into a stock pledge agreement containing customary terms and conditions and on terms no less favorable than applicable to Macquarie, if required by any bank or other financial institution providing bona fide financing to MAC for the purpose of making distributions to all shareholders, including the holder of the Preferred Stock and refinancings of such debt that do not increase the principal amount thereof. Any such stock pledge agreement shall expressly provide that the transfer of the Preferred Stock to either Macquarie or MAC or their respective affiliates is a permitted transfer under the express terms of the stock pledge agreement. Macquarie acknowledges and agrees that: (i) any grant of a security interest in the Option Shares contemplated by this Paragraph 12 is a permitted lien on the Preferred Stock for purposes of closing on the sale of the Preferred Shares to either Macquarie or MAC and shall not result in a reduction to the net amount paid to Stockholder from the sale of the Preferred Stock; and (ii) in the event of a default by MAC under any bank loan contemplated by this Paragraph for which Stockholder has pledged his Preferred Stock as security for payment, Macquarie will indemnify and hold harmless Stockholder from and against any Losses incurred by Stockholder in respect of such loan (including, but not limited to, foreclosure against the pledged shares) to the extent such Losses incurred by Stockholder exceeds the amount of distributions received by Stockholder after the closing, such indemnity obligation not to exceed the aggregate amount of proceeds the Stockholder is otherwise entitled to receive under this Agreement and the Purchase Agreement.

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13.Miscellaneous Provisions.

a.Governing Law / Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the Court of Chancery in the State of Delaware, and each party irrevocably consents and submits to the personal and subject matter jurisdiction of said courts.

b.Headings. Section and paragraph headings are not to be considered part of this Agreement. They are included solely for convenience and are not intended to be full and accurate descriptions of the contents of this Agreement.

c.Recitals and Exhibits. The recitals set forth at the beginning of this Agreement and the Exhibits annexed hereto are an integral part of this Agreement and are incorporated herein by reference as if fully rewritten.

d.No Waiver. A waiver of any provisions of this Agreement shall not be effective unless in writing signed by the party against whom the waiver is claimed. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, and no waiver shall constitute a continuing waiver unless expressly provided in writing.

e.Execution in Counterparts. This Agreement may be executed by facsimile or other electronic communication in multiple counterparts, each of which shall constitute an original for all purposes, but all of which constitute but one and the same instrument.

f.Notices. Any notice or other communication with respect to this Agreement to any party shall be in writing and shall be deemed to have been delivered when personally delivered, one business day after being sent via a reputable nationwide overnight courier service guaranteeing next Business Day delivery charges prepaid or three days after being deposited in the United States mail, certified and postage prepaid, addressed to the appropriate party as follows:

To the Stockholder:	Kenneth C. Ricci
	355 Richmond Road
	Richmond Heights, Ohio 44143
To Macquarie:	Macquarie Infrastructure Company, LLC
	125 West 55th Street
	New York, New York 10019
	Attn: Peter Stokes.
A copy of notices shall be sent to:	Allied Capital Corporation
	1919 Pennsylvania Ave., N.W.,
	Washington, DC 2006
	Attn: Mark Raterman.

Any addressee may designate a different address by delivering, as provided above, a notice of change of address.

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g.Modification. This Agreement may be modified only in a writing executed by all parties and with the consent of Allied which will not be unreasonably withheld, conditioned or delayed.

h.Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

i.Limited Assignment. The rights and obligations of Macquarie under this Agreement may not be assigned, nor its obligations hereunder be assumed, in whole or in part, to or by any person or entity which is not a party to this Agreement without the prior written consent of the Stockholder, except as expressly provided pursuant to Section 6. The rights and obligations of the Stockholder under this Agreement may not be assigned, nor its obligations hereunder be assumed, in whole or in part, to or by any person or entity which is not a party to this Agreement without the prior written consent of Macquarie; provided that (a) pursuant to a Pledge and Collateral Assignment Agreement dated April 16, 2007 (“Pledge Agreement”), as it may be amended from time to time, the Stockholder may and has pledged and assigned its right, title and interest in the Agreement to, granted a proxy and power of attorney to, and granted a security interest in and assigned certain proceeds to Allied, and Macquarie acknowledges the Pledge Agreement and agrees that Allied may serve as agent for the holders of the “Note” as defined in the Pledge Agreement and (b) following the expiration of the Call Option Exercise Period, Stockholder, upon written notice to Macquarie may assign all or a portion of the Put Option to one or more Stockholder Parties, and in each such case (a) and (b) Stockholder shall remain primarily liable for and stand behind each of his obligations under this Agreement.

j.Entire Agreement. This Agreement, together with the Purchase Agreement, the Escrow Agreement and the other Transaction Documents, constitutes the entire understanding among the parties and supersedes any prior understandings and agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties with respect to the within subject matter, other than as set forth in this Agreement and its Exhibits. In the event of any conflict between the terms of this Agreement and the Purchase Agreement, the Purchase Agreement shall govern.

k.Further Assurances. From and after the closing, each party shall execute and deliver such further instruments of conveyance and transfer and take such other action as reasonably may be requested by the other party to further effectuate the transactions contemplated by this Agreement.

l.Confidentiality. The parties covenant and agree that the terms and conditions of this Agreement shall not be disclosed or disseminated in any fashion, at any time, or for any person, firm or entity except for the parties’ respective accountants, attorneys and financial advisors and except as may be required by law; provided, that the Stockholder hereby consents to the disclosure by Macquarie and its Affiliates of information regarding the Company, the Subsidiaries and the Business, to the extent contemplated by Section 5.3(b) of the Purchase Agreement, or as reasonably necessary for compliance with disclosure requirements applicable to Macquarie or any of its Affiliates, provided such disclosure is made in accordance with and pursuant to Legal Requirements (including applicable federal securities laws and stock exchange listing rules).

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m.Specific Performance. The Stockholder and Macquarie agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Stockholder and Macquarie shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

n.Defined Terms. Capitalized terms not defined in this agreement shall have the meaning given in the Purchase Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

_________________________________________

KENNETH C. RICCI

MACQUARIE INFRASTRUCTURE

COMPANY, LLC

By: ______________________________________

Peter Stokes, its _____________________

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Exhibit A

Form of Release of Claims

As of the closing of the sale of the “Option Shares”, as defined in the Stock Option Agreement dated as of __________, 2007 (the “Option Agreement”) by and between Kenneth C. Ricci (“Seller”) and Macquarie Infrastructure Company, LLC (the “Company”), Seller hereby fully and irrevocably releases, acquits and forever discharges the Company and the Subsidiaries, and each of their respective past, present and future officers, directors, partners, general partners, limited partners, managing directors, members, stockholders, trustees, representatives, employees, principals, agents, Affiliates, parents, subsidiaries (direct and indirect), joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them from any and all actions, claims, counterclaims, suits, causes of action, judgments, damages, demands and liabilities, of every kind and nature whatsoever, including taxes (including taxes under Sections 409A and 4999 of the Code), past, present or future, at law or in equity, whether known or unknown, contingent or otherwise, relating to or arising out of the ownership or acquisition of the Option Shares or the business and affairs of the Company and the Subsidiaries, in each case, which such Seller had, has or may have had at any time in the past until and including the date of the closing of the sale of the Option Shares, including any claims regarding the allocation and distribution of the Purchase Price (collectively, “Released Claims”). Notwithstanding the foregoing, the Released Claims shall not include (i) exculpation and indemnification rights set forth in the Company’s or any Subsidiary’s charter documents or any written indemnification agreement, to the extent described on the attached D&O Indemnification Schedule to the Purchase Agreement (as defined below), (ii) any amounts due Seller for compensation or expense reimbursement, (iii) any vested and accrued interest of Seller in, or benefit to such Seller under, any Employee Benefit Plan, (iv) rights arising under any Transaction Document, other than any claims regarding the allocation and distribution of the Purchase Price, or (v) rights under directors and officers insurance policies and Section 5.10 of the Purchase Agreement. The releases, acquittals and discharges in this Release of Claims are conditioned on the consummation of the closing of the sale of the Option Shares. Capitalized terms not defined in this agreement shall have the meaning given in the Option Agreement or the “Purchase Agreement,” as Purchase Agreement is defined in the Option Agreement.

__________________________________

Kenneth C. Ricci

Date: ___________

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EX-10.1

EXHIBIT 10.1

April 13, 2007

Macquarie Infrastructure Company Inc.

125 West 55^th Street

New York, NY 10019

Attention: Peter Stokes

Re: Macquarie Infrastructure Company’s acquisition of Mercury Air Centers, Inc.

Ladies and Gentlemen:

You have advised The Governor and Company of the Bank of Ireland (“BOI”) and Bayerische Landesbank (“BLB”, and together with BOI, the “Lead Arrangers”) that your subsidiary, Macquarie FBO Holdings LLC, a Delaware corporation (“MFBO”), intends to enter into a Stock Purchase Agreement with Mercury Air Centers, Inc. (“Mercury” or “Borrower”) and its stockholders pursuant to which, among other things, MFBO will acquire all of the common equity interests in Mercury (the “Acquisition”) and will execute an option (the “Call Option”) to subsequently acquire all of the preferred equity interest in Mercury. The sum of the purchase price for the Acquisition and the exercise price of the Call Option is $427 million, less the aggregate amount of indebtedness of Mercury that will be outstanding at financial close (approximately $100 million), subject to changes based on working capital and capital expenditure invested prior to financial close. The purchase price for both the Acquisition and the Call Option shall be financed directly by cash provided by MFBO.

You have also advised the Lead Arrangers that immediately subsequent to the Acquisition, you intend to refinance the existing indebtedness of the Borrower with a term loan facility of up to $192 million (the “Senior Term Loan Facility”). 100% of the net proceeds of the Senior Term Loan Facility will be drawn in a one-time borrowing and the proceeds shall be used to repay the existing indebtedness of the Borrower, pay related costs of the refinancing and make a one-time distribution to the preferred and ordinary shareholders of the Borrower. The net amount of contributed equity capital by MFBO to the Borrower immediately following the Acquisition and subsequent refinancing, and after the one-time distribution to the common and preferred shareholders of the Borrower shall not be less than $230.0 million. In addition, the Borrower will execute a $17.5 million working capital facility for undertaking specific capital expenditure projects and the issuance of letters of credit (the “Working Capital Facility” and together with the Senior Term Loan Facility, the “Senior Credit Facilities”). The Acquisition, financing thereof (including the subsequent refinance) and all related transactions are hereinafter collectively referred to as the “Transaction.”

In connection with the foregoing, each Lead Arranger is pleased to advise you of its commitment to provide up to 50% of the Senior Credit Facilities. BLB also agrees to act as the sole and exclusive Administrative Agent for the Senior Credit Facilities, all upon and subject to the terms and conditions set forth in this letter agreement and in the Loan Facilities Term Sheet attached as Exhibit A hereto and incorporated herein by this reference (the “Term Sheet” and, together with this letter agreement, this “Commitment Letter”). Each of the Lead Arrangers is further pleased to advise you of its willingness, as a lead arranger for the Senior Credit Facilities, to form a syndicate of financial institutions and institutional lenders (including the Lead Arrangers) (collectively, the “Lenders”) in consultation with you and with your prior written consent (not to be unreasonably withheld) for the Senior Credit Facilities. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Term Sheet.

The commitment of each Lead Arranger hereunder and the undertaking of each Lead Arranger to provide the services described herein are subject to (i) the satisfaction of each of the conditions precedent specified in the Term Sheet in a manner acceptable to such Lead Arranger, and (ii) the negotiation, execution and delivery of definitive documentation (the “Credit Documentation”) for the Senior Credit Facilities consistent with the Term Sheet and otherwise satisfactory to such Lead Arranger.

The Lead Arrangers intend to commence syndication of the Senior Credit Facilities promptly upon execution of the Stock Purchase Agreement. You agree to actively assist, and following the close of the Acquisition, to cause the Borrower to actively assist, the Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to the Lead Arrangers and you. Such assistance shall include (a) your providing and causing your advisors to provide the Lead Arrangers and the other Lenders upon request with all information reasonably deemed necessary by the Lead Arrangers to complete syndication, including, but not limited to, information and evaluations prepared by you, your affiliates and your advisors, or on your behalf, relating to the Transaction, (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication of the Senior Credit Facilities, (c) using your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your existing lending relationships and the existing banking relationships of Atlantic Aviation FBO Inc, and (d) otherwise assisting the Lead Arrangers in their syndication efforts, including by making your officers and advisors and the officers and advisors of Atlantic Aviation FBO Inc and, following the closing of the Acquisition, the Borrower, available from time to time to attend and make presentations regarding the business and prospects of the Borrower at one or more meetings of prospective Lenders.

It is understood and agreed that the Lead Arrangers will manage and control all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders (with your consent, not to be unreasonably withheld or delayed) and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein in the Term Sheet.

You agree that until the earlier of (a) the date on which general syndication of the Senior Credit Facilities has been completed and each Lead Arranger has reduced its commitment under the Senior Credit Facilities to a maximum final hold of $50 million (“Successful Syndication”) and (b) the date that is 90 calendar days after the launch of syndication (to be commenced no later than April [•], 2007), unless otherwise agreed to by the Lead Arrangers, there shall be no competing issues of debt securities by, or commercial bank facilities to, you, or any of your or its respective subsidiaries or affiliates for the purpose of acquiring fixed based operations (it being understood that competing issues would not include debt securities or commercial bank facilities currently outstanding). The foregoing sentence shall not limit the ability of you or any affiliate to restructure or amend any outstanding debt facility (provided that such restructuring, consent or amendment does not increase the aggregate amount of loans or commitments thereunder), or to refinance the Senior Credit Facilities in conjunction with a refinance of the existing senior debt facilities of Atlantic Aviation FBO Inc.

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At any time after 45 days after the launch of syndication of the Senior Credit Facilities, the Lead Arrangers shall be entitled (unless Successful Syndication has been achieved within such 45-day period), after consultation with you, to increase the Underwriting Fee payable in respect of the Senior Credit Facilities by fifteen (15) basis points if the Lead Arrangers determine in their sole discretion that such changes are advisable in order to enhance the prospects of a Successful Syndication; provided, however, that the Lead Arrangers shall not exercise market flex with respect to the Underwriting Fee unless the Lead Arrangers would be required to pay to potential lenders upfront participation fees aggregating an amount that is in excess of 75 basis points in order to achieve Successful Syndication. You agree to enter into, and to cause your affiliates to enter into, such amendments to the Credit Documentation as may be necessary or reasonably requested by the Lead Arrangers to reflect such change to the Senior Credit Facilities made in furtherance of the immediately preceding sentence.

You hereby represent, warrant and covenant that (a) all information, other than Projections (as defined below), which has been or is hereafter made available to the Lead Arrangers or the Lenders by you or any of your representatives (or on your or their behalf) or by the Borrower or any of its or your subsidiaries or representatives (or on their behalf) in connection with any aspect of the Transaction (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made and (b) all financial projections concerning the Borrower that have been or are hereafter made available to the Lead Arrangers or the Lenders by you or any of your representatives (or on your or their behalf) or by the Borrower or any of its subsidiaries or representatives (or on their behalf) (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions (it is understood and acknowledged, however, that such Projections are based upon a number of estimates and assumptions and are subject to significant business, economic and competitive uncertainties and contingencies and that, accordingly, no assurances are given and no representations, warranties or covenants are made that any of the assumptions are correct, that such Projections will be achieved or that the forward-looking statements expressed in such Projections will correspond to actual results). You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Credit Facilities (the “Closing Date”) so that the representations, warranties and covenants in the immediately preceding sentence are correct on the Closing Date. In issuing this commitment and in arranging and syndicating the Senior Credit Facilities, the Lead Arrangers are and will be using and relying on the Information.

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You agree to indemnify and hold harmless each Lead Arranger, each Lender and each of its affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all third-party claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) 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) (a) any aspect of the Transaction and any of the other transactions contemplated thereby and (b) the Senior Credit Facilities and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct, nor shall you be liable to any Indemnified Party hereunder for any special, indirect, consequential or punitive, damages or loss of profit incurred by such Indemnified Party. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the Transaction, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that each Lead Arranger shall only have liability to you (as opposed to any other person), that each Lead Arranger shall be liable solely in respect of its own commitments to the Senior Credit Facilities on a several, and not joint, basis with any other Lender and that such liability shall only arise to the extent damages have been caused by a breach of such Lead Arranger's obligations hereunder to negotiate in good faith definitive Credit Documentation consistent with the Term Sheet and otherwise satisfactory to such Lead Arranger, and, upon the successful conclusion of such negotiations, enter into such documentation, for the Senior Credit Facilities on the terms set forth herein as determined in a final non-appealable judgment by a court of competent jurisdiction. In the event that any claim or demand by a third party for which you may be required to indemnify an Indemnified Party hereunder (a “Claim”) is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall as promptly as practicable notify you in writing of such Claim, and such notice shall specify (to the extent known) in reasonable detail the amount of such Claim and any relevant facts and circumstances relating thereto; provided,however,that any failure to give such prompt notice or to provide any such facts and circumstances shall not constitute a waiver of any rights of the Indemnified Party, except to the extent that the rights of the Indemnifying Party are actually materially prejudiced thereby.

You shall be entitled to appoint counsel of your choice at your expense to represent an Indemnified Party in any action for which indemnification is sought (in which case you shall not thereafter be responsible for the fees and expenses of any separate counsel retained by that Indemnified Party except as set forth below); provided, however, that such counsel shall be satisfactory to such Indemnified Party. Notwithstanding your election to appoint counsel to represent an Indemnified Party in any action, such Indemnified Party shall have the right to employ separate counsel (including local counsel, but only one such counsel in any jurisdiction in connection with any action), and you shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by you to represent the Indemnified Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Party and you and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to you; (iii) you shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such action; or (iv) you shall authorize the Indemnified Party to employ separate counsel at your expense. You shall not be liable for any settlement or compromise of any action or claim by an Indemnified Party affected without your prior written consent, which consent shall not be unreasonably withheld or delayed.

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At the earlier of the Closing Date or the termination of this Commitment Letter, you agree to reimburse or cause the Borrower to reimburse the Lead Arrangers for all reasonable out-of-pocket costs and expenses (including, but not limited to, expenses relating to due diligence investigations, consultants’ and other professional and advisory fees, travel expenses and fees, disbursements and reasonable charges of counsel) incurred by the Lead Arrangers in connection with preparing, negotiating and/or executing the Credit Documentation and this Commitment Letter and term sheets, and carrying out the syndication of the Senior Credit Facilities, in each case whether or not incurred before or after the date of this Commitment Letter.

All payments to be made under this Commitment Letter shall be paid in U.S. dollars and in immediately available, freely transferable cleared funds to such account with such bank as each Lead Arranger notifies to the Company, and shall be paid without (and free and clear of any deduction for) set-off or counter-claim and without any deduction or withholding for or on account of tax (a "Tax Deduction") unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, you shall pay such tax and the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. Your obligations under this paragraph shall be subject to receipt from any foreign lender duly signed completed copies of IRS Form W-8BEN or IRS Form W-8ECI or such other evidence satisfactory to you that such foreign lender is entitled to an exemption from, or reduction of, U.S. withholding tax.

This Commitment Letter and the Term Sheet and the contents hereof and thereof are confidential and, except for the disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Transaction, Borrower, or as otherwise required by law or any governmental authority or in connection with any suit, action or proceeding relating to the enforcement of rights hereunder, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Term Sheet) but not the Fee Letter attached as Exhibit B to this Commitment Letter after your acceptance of this Commitment Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. The Lead Arrangers shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facilities in connection with marketing, press releases or other transactional announcements or updates provided to investor or trade publications; provided, that any press release or public announcement shall not be made without your prior written consent, not to be unreasonably withheld or delayed. The Lead Arrangers hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), they are required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow the Lead Arrangers to identify you in accordance with the Act.

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You acknowledge that each Lead Arranger or its affiliates may be providing financing or other services to parties whose interests may conflict with yours. Each Lead Arranger agrees that it will not furnish confidential information obtained from you to any of its other customers and that it will treat confidential information relating to you, the Borrower and your and their respective affiliates with the same degree of care as it treats its own confidential information. Each Lead Arranger further advises you that it will not make available to you confidential information that it has obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that each Lead Arranger is permitted to access, use and share with any of its bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you, the Borrower or any of your or its respective affiliates that is or may come into the possession of such Lead Arranger or any of such affiliates.

The provisions of the immediately preceding eleven paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Senior Credit Facilities shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Lead Arrangers hereunder; provided, however, that you shall be deemed released of your reimbursement and indemnification obligations hereunder upon the execution of all definitive documentation for the Senior Credit Facilities and the initial extension of credit thereunder.

This Commitment Letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter by telecopier, e-mail or facsimile shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you and the Lead Arrangers hereby irrevocably waives any and 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 Commitment Letter (including, without limitation, the Term Sheet), the Transaction and the other transactions contemplated hereby and thereby or the actions of the Lead Arrangers in the negotiation, performance or enforcement hereof. The commitments and undertakings of the Lead Arrangers may be terminated by us if you fail to perform your obligations under this Commitment Letter on a timely basis.

This Commitment Letter, together with the Term Sheet, embodies the entire agreement and understanding among the Lead Arrangers and you with respect to the Senior Credit Facilities and supersedes all prior agreements and understandings relating to the specific matters hereof. However, please note that the terms and conditions of the commitment and undertakings of the Lead Arrangers hereunder are not limited to those set forth herein or in the Term Sheet. Those matters that are not covered or made clear herein or in the Term Sheet are subject to mutual agreement of the parties. No party has been authorized by the Lead Arrangers to make any oral or written statements that are inconsistent with this Commitment Letter.

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This Commitment Letter is not assignable by you without our prior written consent, is assignable by us only as contemplated herein, and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties. This Commitment Letter shall not be amended or modified except in writing signed by all parties hereto.

This Commitment Letter and all commitments and undertakings of the Lead Arrangers hereunder will expire at 5:00 p.m. (New York City time) on April 17, 2007 unless you execute this Commitment Letter and return it to us prior to that time. Thereafter, all commitments and undertakings of the Lead Arrangers hereunder will expire on the earlier of (a) July 31, 2007, unless the definitive documents for the financing of the Transaction have been executed and delivered, and (b) the acceptance by you or any of your affiliates of an offer for all or any substantial part of the capital stock or property and assets of the Borrower and their subsidiaries other than as part of the Transaction. In consideration of the time and resources that the Lead Arrangers will devote to the Senior Credit Facilities, you agree that, until such expiration, you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facilities for the Borrower and their subsidiaries with respect to the matters addressed in this letter.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,

The Governor and Company of Bank of Ireland
By:	/s/ Peter O’Neill
	Name:Peter O’Neill Title:Senior Vice President

By:	/s/ Eric A. Muth
	Name:Eric A. Muth Title:Vice President

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie Infrastructure Company (US))
By:	/s/ Peter Stokes
	Name: Peter Stokes Title:CEO

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,

BAYERISCHE LANDESBANK, NEW YORK BRANCH
By:	/s/ [ILLEGIBLE]
	Name:[ILLEGIBLE] Title:Vice President

By:	/s/ George J. Schnepf
	Name:George J. Schnepf Title:Vice President

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

MACQUARIE INFRASTRUCTURE COMPANY INC. (d/b/a Macquarie Infrastructure Company (US))
By:	/s/ Peter Stokes
	Name: Peter Stokes Title:CEO

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Summary of Terms and Conditions

April 13, 2007

I.The Parties
1. Borrower	Mercury Air Centers, Inc. (“Mercury”), a Delaware corporation, the owner and operator of fixed base operations at twenty-two airports.
2. Purpose	$192 million of debt will be used to refinance the outstanding debt of the Borrower, pay costs associated with the refinance and pay a one-time distribution to both the preferred and ordinary shareholders of the Borrower and an additional $17.5 million working capital facility to fund a portion of certain specific capital projects and issue letters of credit.
3. Equity Investor	All ordinary shares in Mercury are to be acquired immediately prior to the Closing by Macquarie FBO Holdings LLC (“MFBO”), a Delaware limited liability company, 100% owned by Macquarie Infrastructure Company LLC. All preferred shares of the Borrower are to be owned by Kenn Ricci, an individual.
4. Lead Arrangers	Bank of Ireland and BayernLB.
5. Senior Lenders	Lead Arrangers and other banks or financial institutions to whom the Facilities may be syndicated.
6. Working Capital Facility Loan Lenders	Lead Arrangers
7. Administrative Agent	BayernLB
8. Legal Advisor	Orrick, Herrington & Sutcliffe LLP
9. Other Consultants	Technical: Jacobs Consulting Group Environmental: Weston Solutions Inc. Insurance: Marsh USA Inc.

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II. The Facilities
10. The Facilities	The Facilities will consist of the following: (i)Bridge Loan Facility of $192,000,000 (ii)Working Capital Facility of $17,500,000.
Bridge Loan Facility
11. Use of Proceeds	The Bridge Loan Facility will be used to refinance the existing debt of Borrower, pay associated costs and make a one-time distribution to both the preferred and ordinary equity investors in Borrower.
12. Bridge Loan Maturity Date	2 years from Closing Date.
13. Closing Date	On initial draw down, expected around July 31, 2007
14. Mandatory Prepayment	The Borrower shall make Mandatory Prepayments in the following situations without penalty or premium other than hedge termination obligations payable to the Hedging Banks. The Mandatory Prepayments shall apply to the initial balance of the Bridge Loan Facility. i.If any net proceeds from a sale of the Borrower's or its subsidiary's property that is not used to purchase replacement assets exceeds $250,000, Borrower will prepay the Loans in the amount of such excess. ii.If Borrower or any of its subsidiaries incurs debt for borrowed money that is not permitted indebtedness, 100% of the net debt proceeds will be applied to prepay the Loans. iii. If Borrower or any of its subsidiaries sells or issues equity securities (other than any issuance or sale: to fund expansion capital expenditures, or to permit conversion of outstanding preferred shares to common shares after acquisition thereof from Ken Ricci by MFBO or any of its affiliates, or to MFBO in connection with obligation to provide additional $29 million in equity by the end of 2007, or certain intercompany issuance), 100% of the net equity proceeds will be applied to prepay the Loans. iv.The proceeds of any termination payment or similar compensation received from an airport authority in respect of the termination of any FBO Lease will be applied to prepay the Loans. v.If any insurance proceeds are not used for reconstruction, Borrower will prepay that amount of the Term Loan, without penalty, subject to appropriate materiality tests.

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15. Optional Repayment	Repayments of the Bridge Loan are permitted without penalty (subject to the payment of any break funding costs incurred including reversing interest rate hedging transactions) upon at least five business days’ written notice. Optional Repayments of the Bridge Loan must be made in a minimum amount of $2,000,000 and in increments of $1,000,000. Amounts repaid under the Bridge Loan may not be redrawn.
Working Capital Facility
16. Use of Proceeds	Borrower may utilize the Working Capital Facility for Letters of Credit and to fund specific capital projects outlined in Attachment 1.
17. Maturity Date	Bridge Loan Maturity Date.
18. Closing Date	On initial draw down of Bridge Loan, expected around July 31, 2007.
19. Drawdown	Advances under the Working Capital Facility may be made, and Letters of Credit may be issued, on a revolving basis up to the full amount of the Working Capital Facility.
20. Repayment	Repayments of the Working Capital Facility are permitted without penalty on any Interest Payment Date upon not less than three days prior written notice to the Working Capital Facility Lender. Optional Repayments of the Working Capital Facility must be made in a minimum amount of $100,000 and in increments of $50,000. All amounts outstanding under the Working Capital Facility shall be due and payable in full on the Maturity Date.

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III. The Credit Facilities
21. Mandatory Debt Service	Interest, Commitment Fee, Administrative Agent’s Fee and hedging obligations payable by the Borrower will be considered Mandatory Debt Service.
22. Restricted Payments (Lock-Up)	Borrower may make quarterly distributions, including distributions to holders of preferred equity (within 35 days following each quarterly payment date) only as long as the following conditions have been met: i.The DSCR for the preceding twelve month period is 1.50 or higher; ii.The DSCR for the subsequent twelve month period is projected to be 1.50 or higher; iii.Debt Service Reserve Account is fully funded; iv.Mandatory Prepayments have been made; v.No Default or Event of Default exists; vi.To the extent that the concession for the Charleston FBO is not renewed by January 1, 2008, verification that the projected Site EBITDA of the Borrower (excluding contributions from the FBO at Atlanta Hartsfield) exceeds 28.75 million; and vii.In case a governmental authority notifies the Borrower or any of its subsidiaries of the need to remediate contamination at any of the FBOs, funds to cover the expected cleanup costs (as confirmed by the Environmental Consultant) shall have been set aside. For clarification, these conditions shall not apply to the one time distribution payable to both preferred and ordinary shareholders at the closing.
23.EBITDA covenant	At each distribution date, trailing 12 month Site EBITDA (on a proforma basis, as if all facilities had been owned for the full twelve months) shall exceed the following levels: YearMinimum EBITDA 2007$27.10 million 2008$28.80 million 2009$30.50 million Failure to achieve the Minimum EBITDA at any test date shall result in an equity lockup for 6 months. If, at the end of the six month period, the threshold is reached, then cash trapped shall be made available for distribution (subject to other distribution tests), otherwise cash will be swept to repay debt. “Site EBITDA” shall mean the total consolidated EBITDA of Mercury before allocation of head office expenses.

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24. Collateral The Facilities are secured by a grant of first priority security interest in the following property (subject to acceptable encumbrances): i.Project Revenues (including all income, revenues, all interest earned on deposits and reserves, rates, fees, charges, rentals, or other receipts derived by or related to the operations of the Borrower and its subsidiaries, and any revenues assigned to the Borrower and its subsidiaries and proceeds of the sale or other disposition of all or any part of the Borrower’s or its subsidiaries’ assets (“Project Revenues”), project accounts and cash therein, including the Debt Service Reserve Account. ii.(A) Pledge of all ordinary and preferred shares of the Borrower and (B) pledge of all ordinary and preferred shares of each subsidiary of the Borrower. If such pledge is prohibited under the terms of a FBO lease and the Borrower is unable to obtain all relevant consents, then the Borrower will, if not prohibited by the applicable FBO Lease, establish a new single purpose holding company subsidiary to own the subsidiary holding such FBO Lease and pledge the shares of such new holding company subsidiary. iii.Security interest in substantially all assets of the business, including, all FBO leases (subject to airport authority approval if required), all other material agreements and rights to receive Project Revenues (including fuel contracts, subleases, service agreements, employment agreements), licenses, equipment and machinery, inventory (including jet fuel) and account whether existing at the Closing Date or thereafter acquired, and the proceeds thereof. Note that under most of the FBO leases, prior consent of the airport authority is required to collaterally assign the FBO leases, and the Borrower is obligated to use commercially reasonable efforts to obtain consents from the airport authorities. iv.Insurance policies and any claims or proceeds.

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25. Hedging Requirements

Borrower is required to enter into interest rate hedges at financial close for at least 100% of the Bridge Loan Facility interest rate exposure, for the remaining term of the Bridge Loan Facility. All hedging payments will rank pari-passu with the Facilities. Borrower will request proposals for the provision of hedges from the Lead Arrangers together with Macquarie Bank Limited. Each of the Lead Arrangers will subsequently have a right of first refusal to match the terms of the best hedging proposal provided to Borrower and thereafter act as Hedging Banks provided that such right of first refusal will only apply to up to 25% of the interest rate hedge. Hedging Banks will be given customary rights with respect to ranking, security, voting, events of default and other terms necessary to document the relationship between Lead Arrangers, Hedging Banks and Borrower.

26. Representations and Warranties

Include: i.Valid existence of Borrower; ii.Authority and due authorization of Borrower; iii.Validity and enforceability of loan documents (subject to standard qualifications) and non-contravention of organizational documents, laws, etc. iv.No default; v.Financial statements; vi.Funding of pension plans and compliance with ERISA; vii.Payment of taxes (subject to customary contest rights); viii.No material pending or threatened uninsured litigation; ix.Ownership of or leasehold interest in assets; x.No breach of environmental or other laws in any material respect (subject to customary contest rights); xi.No other business; xii.Insurance coverage is in line with prudent market practice; xiii.All consents, filings, and licenses etc. required for conduct of business have been obtained and are in full force and effect; xiv.No encumbrances other than permitted encumbrances; xv.No indebtedness for borrowed money other than permitted indebtedness; xvi. Effectiveness, enforceability of material agreements; xvii. Creation, perfection and first priority of liens (except permitted liens); all required third-party approvals therefor have been obtained and are in full force and effect xviii. Solvency; xix. Satisfaction of conditions precedent under Purchase and Sale Agreement between MFBO and the owners of Mercury (“PSA”); xx. Due authorization and valid issuance of all outstanding equity interests of Borrower and its subsidiaries; xxi. Non-deferred payment of purchase price for aviation fuel at prevailing market prices at time of delivery; and xxii. Accuracy of information furnished.

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27. Conditions Precedent

Usual and customary Conditions Precedent to closing include, but not limited to legal opinions satisfactory to Lead Arrangers, payment of all closing fees, no Default or Event of Default shall have occurred and be continuing, no Material Adverse Change (as defined below) and execution and delivery of documentation satisfactory to the Lead Arrangers, as well as closing of the Acquisition and transfer of all common equity interest in the Borrower to MFBO, and acquisition of a call option by MFBO to subsequently acquire the outstanding preferred stock of Borrower, all funded exclusively by a cash equity contribution by the Equity Investor; provided, however, that any CP as to the accuracy of representations and warranties as at the closing in all material respects (and the absence of any Default or Event of Default relating thereto) shall be limited to the accuracy of the representations and warranties in the Stock Purchase Agreement, rather than in the loan agreement, except for the following representations: (1) authorization of loan transaction, (2) enforceability of loan documents & non-contravention (3) no encumbrances, (4) limits on indebtedness, and (5) grant of security interest/perfection of liens. Total cash equity contributed by the Equity Investor in an amount such that immediately following the refinancing and after the one-time distribution to the Borrower’s preferred and common shareholders, Equity Investor’s net equity contribution shall not be less than $230.0 million. “Material Adverse Change” means an event, condition or circumstance or related series thereof that results in, or could reasonably be expected to result in, a material adverse effect on the business, properties, assets, liabilities, results of operations or condition of Mercury and its subsidiaries, taken as a whole, exclusive of any effect arising from or related to: (a) any general condition affecting the industry in which Mercury is engaged; (b) the announcement or pendency of any of the transactions contemplated by the Stock Purchase Agreement; (c) any action taken by Sellers (as defined in the Stock Purchase Agreement) or Mercury at MFBO’s request pursuant to the Transaction Documents (as defined in the Stock Purchase Agreement) (d) acts of war or terrorism, other than acts of war or terrorism directly against Mercury, any subsidiary of Mercury or any of their assets, or acts of war or terrorism that have a disproportionate impact on the Mercury, any subsidiary of Mercury or any of their assets; (e) general economic, political and financial market changes; or (f) any failure to obtain any renewal or extension of the lease term regarding the real property leased from the City of Atlanta under the Atlanta Hartsfield FBO lease disclosed on clause (b)(i) of the Real Estate Schedule to the Stock Purchase Agreement, unless and solely if Mercury Air Center-Hartsfield, LLC or another affiliate of Mercury has ceased, or has undertaken affirmative actions to withdraw from, actual occupancy of such real property. From the date of the Stock Purchase Agreement through the Closing, MFBO shall promptly notify the Lead Arrangers in writing of any notice from the Sellers of any development causing a breach of any of the representations and warranties in Articles III or IV of the Stock Purchase Agreement (attaching a copy of such notice from the Sellers). Upon receipt of such notice, Lead Arrangers may terminate the lending commitment if, as a result of such development, any of the Sellers or the Company is in breach, in any material respect, of its representations or warranties under the Stock Purchase Agreement; provided, that if Lead Arrangers fail to exercise such termination right within ten (10) Business Days after receiving such notification, the Lenders shall be deemed to have accepted that such written notice from the Sellers shall be deemed to have amended the Schedules to the Stock Purchase Agreement and to have qualified the representations and warranties contained in the Stock Purchase Agreement for purposes of determining the accuracy of representations and warranties at closing.

28. Undertakings

Positive and negative undertakings given by the Borrower in customary form for transactions of this nature, including without limitation appropriate materiality tests, permitted exceptions and, where appropriate, de minimis provisions.

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29. Events of Default	Include:
	i.	Non-payment (with 3 Business Days grace for interest and other non-principal amounts);
	ii.	Default by any loan party in performance or breach of other obligations or undertakings under any Loan Document including the Financing Documents not remedied within a 30-day remedy period for affirmative covenants (extendible for an additional period of up to 60 days if remedy cannot be accomplished in original 30 days and is being diligently pursued and extension does not result in a material adverse effect);
	iii.	Any representation or warranty being untrue in any respect which will have a material adverse effect on the Borrower's ability to comply with its obligations under the Loan Documents;
	iv.	Cross-default with respect to any other debt (other than in respect of any subordinated debt) subject to materiality threshold;
	v.	Bankruptcy and insolvency events;
	vi.	Failure to pay unstayed and uninsured judgments within 30 days (with appropriate materiality qualification);
	vii.	Cessation or material change of business;
	viii.	Security ceases to be effective as first priority security (subject to permitted liens);
	ix.	Any insurance required is terminated, ceases to be valid or is amended so as to have a material adverse impact on the Project unless similar cover replaces such insurance;
	x.	Nationalization, condemnation or government taking that causes an inability of the Borrower to perform its obligations under the Financing Documents;
	xi.	Required authorizations are revoked or terminated that causes an inability of the Borrower to perform its obligations under the Financing Documents;
	xii.	Failure to comply with applicable law that will result in a material adverse effect on the Borrower;
	xiv.	Failure to comply with environmental laws;
	xv.	Backward DSCR is less than or equal to 1.20 as of the end of any quarter;
	xvi	Change of control;
	xvii.	Failure to perform any material contract (subject to contest rights and 30 day remedy period or longer period (up to additional 60 days) if remedy cannot be accomplished in 30 days and is being diligently pursued and extension does not result in a material adverse effect); provided that failure on the part of a party other than the Borrower or its subsidiaries is an Event of Default only if such failure has material adverse effect;
	xviii.	Inappropriate use or withdrawal of funds in project accounts;
	xix.	Default under the subsidiary guaranty or any other security agreement;
	xx.	Any Financing Document ceases to be in full force and effect or any equity securities are not subject to first priority, perfected lien;
	xxi.	Any reportable ERISA event;
	xxii.	Any material contract ceases to be in full force and effect, or is terminated prior to the scheduled expiration date, or any material provision thereof is declared null and void;
	xxiii.	Abandonment of business at any airport for 30 days;
	xxiv.	Any event of condition involving financial impact in excess of $10 million that could have a material adverse effect;
	xxv.	A refinance of the Senior Debt facility provided to Atlantic Aviation FBO Inc.
	xxvi.	Failure by MFBO to make an additional equity contribution in the Borrower of at least $[29] million by December 31, 2007 (either directly or through the exercise of the call option on all preferred shares in Borrower)
	An Event of Default in (xvii), (xxii) or (xxiii) above that affects an FBO or FBOs (other than the five largest FBO contributors of EBITDA) may be cured prior to acceleration of the Loans by prepayment of that portion of the Bridge Loans that corresponds to the highest of the projected, actual or preceding three-year average EBITDA contribution of the affected FBO(s). Such prepayment will release the affected FBO(s) from the Financing Documents. This method of cure may be exercised only once during the term of the Loans, and only if the proportional EBITDA contribution of the affected FBO(s) does not exceed 5% of aggregate EBITDA.

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IV. Interest Rate and Fees
30. Interest Rate	The Facilities will bear interest at one, two, three or six month LIBOR plus the Applicable Margin.
31. Applicable Margin	170 bps
32. Interest Payment Date	Interest will be paid in arrears on the last day of each Interest Period, except in the case of a six months interest period, where interest will also be paid three months from the start of the Interest Period.
33. Interest Period	One, two, three or six months.
34. Default Rate	Interest Rate plus 2% per annum.
35. Commitment Fee	0.50% per annum of the undrawn portion of the Facilities payable on any Interest Payment Date. The Commitment Fee will accrue in arrears from the Closing Date.

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V. Flow of Funds
36. Priority of Payments	Following each Interest Payment Date, after payment of operating expenses, taxes and required capital expenditures, and the retention/refunding of reserves for contingencies and the payment of items reasonably expected to be due and payable prior to the next Interest Payment Date, the following distributions shall be made in the following order of priority: i.    Fees and expenses due to the Lead Arranger and Senior Lenders; ii.   Interest on Bridge Loan the and the Working Capital Facility as well as any hedging obligations; iii.  Mandatory Repayment; iv.  Mandatory Prepayments; v.   any required payments to the Debt Service Reserve Account; v.   Optional Repayment and any hedging termination obligations payable as a result of such repayment; vi.  any payments (if applicable) to the Distribution Reserve Account v.   Distributions to Equity Investors.
37. Debt Service Reserve Account	Borrower shall maintain a Debt Service Reserve Account in an amount equal to three months of Mandatory Debt Service payable under the Facilities. The Debt Service Reserve Account shall be fully funded on the Closing Date. Alternatively, a letter of credit by a financial institution rated at least A-/A3 may be posted for the benefit of the Senior Lenders on the Closing Date.
VI. Ratios
38. Debt Service Coverage Ratio	The Debt Service Coverage Ratio (“DSCR”) for a particular period will be calculated on a quarterly basis as the ratio of (a) Net Cash Flow for the twelve-month period ending on the respective calculation date to (b) Mandatory Debt Service for the twelve-month period ending on the respective calculation date.
39. Net Cash Flow	“Net Cash Flow” means, in respect of any period, (a) aggregate Project Revenues received during such period plus additional equity contributions during such period not used to pay for expansion capital expenditures, less (b) the operating expenses, maintenance capital expenditure and taxes paid during such period, but excluding any expansion capital expenditures funded with distributed amounts or equity contributions or financed with permitted debt, non-cash charges, interest and principal payments on the loans, distributions, investments, costs paid by insurance proceeds, and employee phantom stock ownership plan payments.

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VII. General
40. Reporting requirements of the Borrower	i.  Annual audited financial statements no later than 90 days after close of each fiscal year; ii. Quarterly financial statements no later than 45 days after close of each fiscal quarter; iii.Contemporaneously with delivery of (i) and (ii): a compliance certificate stating that an Event of Default has not occurred, or if an EoD has occurred and is continuing, a statement of proposed cure remedies and a certificate stating all expansion capital expenditures during the previous quarter and the source of funds for such expenditures; iv.Monthly operating reports no later than 30 days after close of each month; and v. DSCR certificate no later than 30 days after the close of each fiscal quarter, certifying the DSCR for the twelve-month period.
41. Governing Law	The documentation is governed by New York law, venue shall be in New York County, and contains a waiver of jury trial.

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21

EX-10.2

EXHIBIT 10.2

Execution Copy

WAIVER AND

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

(SUPERMARINE ACQUISITION FACILITY)

This WAIVER ANDSECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Waiver and Amendment”) dated as of February 13, 2007, by and among ATLANTIC AVIATION FBO INC., a Delaware corporation (formerly known as NORTH AMERICA CAPITAL HOLDING COMPANY, a Delaware corporation and hereinafter referred to as the “Borrower”); the several banks and other financial institutions identified on the signature pages hereto (the “Lender Parties”); and MIZUHO CORPORATE BANK, LTD., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, the Borrower has entered into an Amended and Restated Loan Agreement, dated as of June 28, 2006, (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) with certain lenders identified therein (the “Lenders”) and the Administrative Agent, pursuant to which the Lenders have agreed to make certain Loans to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Loan Agreement, the Lenders have provided to the Borrower (i) Refinancing Term Loans in connection with the refinancing of certain senior indebtedness of the Borrower relating to the acquisition by it or its affiliate of certain airport service businesses and the funding of a one-time equity distribution to the Investor; (ii) Trajen Acquisition Term Loans in connection with the financing of the acquisition by the Borrower or its affiliate of the equity interests in Trajen Holdings, Inc., a Delaware corporation which owns and operates a number of fixed base operations at municipal airports in the United States; (iii) the Revolving Loan facility for working capital purposes of the Borrower and its Subsidiaries; and (iv) certain other purposes permitted thereunder;

WHEREAS, the Term Loan facilities under the Loan Agreement have been fully drawn for the purposes described above;

WHEREAS, the Borrower contemplates the acquisition, pursuant to an assignment from the Investor, of 100% of the Equity Securities of each of Supermarine of Santa Monica, LP, a California limited partnership, Supermarine of Stewart, LLC, a Delaware limited liability company, Aviation Contract Services, Inc., a California corporation, and Supermarine Investors, Inc., a California corporation, which entities own and operate Fixed Base Operations businesses at Santa Monica Airport, Santa Monica, California and Stewart International Airport, New Windsor, New York (the “Supermarine Acquisition”);

WHEREAS, the Administrative Agent and the Lender Parties signatory to this Waiver and Amendment have agreed with the Borrower to increase the Term Loan facility under the Loan Agreement in order to provide financing for a portion of the acquisition costs and other permitted purposes relating to the Supermarine Acquisition;

WHEREAS, Macquarie Bank Limited, one of the Lenders, has advised of its intention to assign its share of the Loans, and all of its rights and obligations relating thereto under the Loan Agreement, to Macquarie Finance Americas Inc., a Delaware corporation whose equity interests will be 100% indirectly owned by Macquarie Bank Limited (the “MBL Assignment”);

WHEREAS, Macquarie Finance Americas Inc. is not an Eligible Assignee for assignment purposes under Section 10.4 of the Loan Agreement and the relevant provisions of the Loan Agreement currently do not permit the MBL Assignment without approval from the Required Lenders;

WHEREAS, the Borrower has advised of an impending organizational restructuring of its parent entities, such that following the restructuring, the ultimate parent company of the manager of Macquarie Infrastructure Company Trust (the Borrower's parent entity), will no longer be Macquarie Bank Limited, but will be a newly created holding company to be listed on the Australian Stock Exchange (currently, Macquarie Infrastructure Company Trust is managed by an indirect subsidiary of Macquarie Bank Limited) (the “Parent Restructuring”);

WHEREAS, the Parent Restructuring would violate the Change of Control restrictions in the Loan Agreement;

WHEREAS, the Lender Parties signatory to this Waiver and Amendment and the Administrative Agent have agreed to (i) amend the Loan Agreement to reflect the increase in Term Loan Commitments relating to the Supermarine Acquisition and to incorporate certain other amendments to the Loan Agreement as agreed to among the parties; (ii) waive certain assignment provisions of the Loan Agreement to permit the MBL Assignment; and (iii) amend the definition of “Change of Control” to permit the Parent Restructuring, all subject to and upon the terms as set forth herein; and

WHEREAS, pursuant to Section 10.1(a) of the Loan Agreement, the amendments and waiver contemplated by this Waiver and Amendment will become effective upon the execution hereof by the Lender Parties constituting the Required Lenders, the Administrative Agent and the Borrower.

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 Waiver and Amendment.

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

2.1Section 2.1 (Term Loan Facility). Clause (a) of Section 2.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

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“(a)Term Loan Commitments. Subject to the terms and conditions set forth herein, (i) each Refinancing Term Loan Lender severally agrees to make term loans for the purposes specified in Section 2.6(a) (each, a “Refinancing Term Loan”) to the Borrower during the Refinancing Term Loan Commitment Period in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s Refinancing Term Loan Commitment, (ii) each Trajen Acquisition Term Loan Lender severally agrees to make term loans for the purposes specified in Section 2.6(b) (each, a “Trajen Acquisition Term Loan”) to the Borrower during the Trajen Acquisition Term Loan Commitment Period in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s Trajen Acquisition Term Loan Commitment, and (iii) each Supermarine Acquisition Term Loan Lender severally agrees to make term loans for the purposes specified in Section 2.6(c) (each, a “Supermarine Acquisition Term Loan” and, together with the Refinancing Term Loans and the Trajen Acquisition Term Loans, the “Term Loans”) to the Borrower during the Supermarine Acquisition Term Loan Commitment Period in an aggregate principal amount not to exceed the amount of such Term Loan Lender's Supermarine Acquisition Term Loan Commitment. Each Refinancing Term Loan shall be made as part of a Borrowing consisting of Refinancing Term Loans made by the Refinancing Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Refinancing Term Loan Commitments of all Refinancing Term Loan Lenders. Each Trajen Acquisition Term Loan shall be made as part of a Borrowing consisting of Trajen Acquisition Term Loans made by the Trajen Acquisition Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Trajen Acquisition Term Loan Commitments of all Trajen Acquisition Term Loan Lenders. Each Supermarine Acquisition Term Loan shall be made as part of a Borrowing consisting of Supermarine Acquisition Term Loans made by the Supermarine Acquisition Term Loan Lenders ratably in accordance with their respective Pro Rata Shares of the aggregate Supermarine Acquisition Term Loan Commitments of all Supermarine Acquisition Term Loan Lenders. The Refinancing Term Loans was available in one Borrowing in an amount not exceeding $300,000,000 for the purposes specified in Section 2.6(a). The Trajen Acquisition Term Loans was available in one Borrowing in an amount not exceeding $180,000,000 for the purposes specified in Section 2.6(b). The Supermarine Acquisition Term Loans will be available in one Borrowing in an amount not exceeding $32,500,000 for the purposes specified in Section 2.6(c).”

2.2Section 2.4 (Interest Periods). Clause (b) of Section 2.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(b)The Term Loans shall at any given time be subject to a single Interest Period; provided that the initial Interest Period with respect to the Borrowing of Trajen Acquisition Term Loans will commence on the date of such Borrowing and end on the same day as the current Interest Period for the Refinancing Term Loans previously advanced and, on the last day of such Interest Period, such Trajen Acquisition Term Loans shall be consolidated with the Refinancing Term Loans, and the Trajen Acquisition Term Loans and Refinancing Term Loans will thereafter have the same Interest Period; and provided, further, that the initial Interest Period with respect to the Borrowing of Supermarine Acquisition 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, on the last day of such Interest Period, such Supermarine Acquisition Term Loans shall be consolidated with the such other Term Loans, and the Supermarine Acquisition Term Loans and such other Term Loans will thereafter have the same Interest Period.”

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2.3Section 2.6 (Use of Proceeds of Loans). The currently existing clauses (c) and (d) of Section 2.6 of the Loan Agreement shall be renumbered as clauses (d) and (e), respectively, and the following new clause (c) shall be added:

“(c)Borrowing of Supermarine Acquisition Term Loans. The proceeds of the Borrowing of Supermarine Acquisition Term Loans shall be used solely (i) to finance a portion of the acquisition costs incurred by the Investor in connection with the Supermarine Acquisition; (ii) to pay fees payable on the Supermarine Acquisition Term Loan Disbursement Date to the Lead Arrangers, the Administrative Agent and the Collateral Agent; (iii) to make payment into the Debt Service Reserve Account in an amount which results in such account being funded with the Debt Service Reserve Required Balance as required hereunder; and (iv) to pay or reimburse the Borrower for costs and expenses payable by the Borrower pursuant hereto in connection with the closing of the Supermarine Acquisition Term Loans and this Agreement.”

2.4Section 2.7 (Termination or Reduction of Commitments). The currently existing clause (d) of Section 2.7 of the Loan Agreement shall be renumbered as clause (e), and the following new clause (d) is hereby added:

“(d)If the Borrowing of Supermarine Acquisition Term Loans has not been made on or before June 20, 2007, the Administrative Agent (acting at the direction of the Required Lenders) shall, by written notice to the Borrower, terminate the relevant Commitments of the Lenders with respect to each of the Supermarine Acquisition Term Loans, which termination shall become effective immediately; provided that if the Borrowing of Supermarine Acquisition Term Loans in a principal amount of less than $32,500,000 is made on or prior to such date, then any undrawn Supermarine Acquisition Term Loan Commitments as of such date shall be terminated.”

2.5Section 2.8 (Prepayments).

(a)Section 2.8(c) of the Loan Agreement is hereby amended by adding the following new clause (viii):

“(viii)If, at any time after the Amendment Closing Date, the Borrower or any of its Subsidiaries consummates a sale of the Management Contract Business in accordance with Section 6.2(c)(vii), and the net proceeds from such sale exceed $9,300,000, the Borrower shall, or shall cause such Subsidiary to, immediately after the completion of each sale or series of related sales 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) to the extent Revolving Loans are then outstanding, prepay such Revolving Loans (and, to the extent of any such prepayment, reduce the Revolving Loan Commitment), and (C) otherwise, Cash Collateralize the outstanding Letter of Credit Obligations, in an aggregate principal amount equal to one hundred percent (100%) of such excess or such increase in such excess. Notwithstanding the foregoing, if the sale of the Management Contract Business is consummated prior to the end of the Supermarine Acquisition Term Loan Commitment Period, 100% of the net proceeds from such sale shall be withheld from Distribution and retained by the Borrower until the date of Borrowing of the Supermarine Acquisition Term Loans, at which time such amounts shall be applied pursuant to the preceding sentence. If the Supermarine Acquisition Term Loan Commitment is terminated without a Borrowing thereof, and the sale of the Management Contract Business has previously occurred, the Borrower shall remit 100% of the net proceeds to be applied against the prepayment of the Loans, unless a Distribution of such proceeds is otherwise approved by the Required Lenders.”

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2.6Section 2.9 (Fees).

(a)Amendment to Clause (a)(iii). Clause (a)(iii) of Section 2.9 of the Loan Agreement shall be renumbered clause (a)(iv) and a new clause (a)(iii) is hereby added:

“, (iii) to the Administrative Agent for the account of each applicable Term Loan Lender a commitment fee equal to 0.50% per annum on the daily amount of the Available Supermarine Acquisition Term Loan Commitment of such Term Loan Lender during the period from and including the Amendment Closing Date to but excluding the last day of the Supermarine Acquisition Term Loan Commitment Period, and”

(b)Amendment to Penultimate Sentence of Clause (a). The penultimate sentence of clause (a) of Section 2.9 of the Loan Agreement shall be deleted and replaced in its entirety with the following:

“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 (as defined in the Original Loan Agreement and this Agreement, as applicable) or the Amendment Closing Date, as applicable, and on the last day of the applicable Commitment Period.”

2.7Amendments to Article IV (Conditions Precedent).

(a)Section 4.4 of the Loan Agreement shall be renumbered Section 4.6.

(b)A new Section 4.4 entitled “Conditions Precedent to Amendment Closing Date” shall be added as set forth in Attachment I hereto.

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(c)A new Section 4.5 entitled “Conditions Precedent to Borrowing of Supermarine Acquisition Term Loans” shall be added as set forth in Attachment II hereto.

2.8Section 5.27 (Agreements with Affiliates and Other Agreements). The first sentence of Section 5.27 of the Loan Agreement is hereby deleted in its entirety and replaced with the following.

“Except as disclosed on Schedule 5.27, none of the Borrower and its Subsidiaries has entered into and, as of the Refinancing Term Loan Disbursement Date, the Trajen Acquisition Term Loan Disbursement Date and the Supermarine Acquisition Term Loan Disbursement Date, does not contemplate entering into, any material agreement or contract with any Affiliate of such Person except upon terms at least as favorable to such Loan Party as an arms-length transaction with unaffiliated Persons, based on the totality of the circumstances.”

2.9Section 6.1 (Affirmative Covenants).

(a)Amendments to Clauses (a)(i)(A) and (a)(ii). The first parenthetical in each of clauses (a)(i)(A) and (a)(ii) of Section 6.1 of the Loan Agreement is amended by replacing the parenthetical in its entirety with the following new parenthetical:

“(which shall be prepared on a consolidated basis except in respect of the Financial Statements for the 2006 fiscal year, for which separate Financial Statements for Trajen and its Subsidiaries may be provided, and in respect of the Financial Statements for the 2007 fiscal year, for which separate Financial Statements for the Supermarine Companies may be provided)”

(b)Amendment to Clause (e)(ii). Clause (e)(ii) of Section 6.1 of the Loan Agreement is amended by inserting the words “and the Supermarine Companies” following the words “Trajen and its Subsidiaries”.

(c)Amendment to Clause (l)(i). Clause (l)(i) of Section 6.1 of the Loan Agreement is amended by deleting the words “Sections 4.1(e) and 4.3(g)” and substituting “Sections 4.1(e), 4.3(g) and 4.5(g)” in lieu thereof.

(d)New Clause (t)(iv). A new clause (t)(iv) to Section 6.1 shall be added as follows, and the current clause (t)(iv) shall be renumbered as clause (t)(v):

“(iv)Subject to the following sentence, the Borrower shall at all times, at its sole cost and expense, cause each of the Supermarine Companies holding the bank accounts at Bank of America and City National Bank, specified on Schedule 5.26, to cause all cash in each such account (except, with respect to any such account, for an amount to be agreed upon with the Administrative Agent to be reserved for working capital purposes, if necessary) to be transferred into the Concentration Account no less frequently than on a daily basis. The Borrower, at its sole cost and expense, shall cause each Supermarine Company to close each such account and transfer the full balance in such account to the Concentration Account or to an existing Operating Account that is subject to a Control Agreement or to a new Operating Account established and maintained in accordance with Section 6.1(q)(ii) by no later than 180 days following the Supermarine Term Loan Acquisition Disbursement Date. The Borrower shall have delivered to the Administrative Agent such documentation in form and substance reasonably satisfactory to the Administrative Agent evidencing the completion of the actions required pursuant to this clause (iv).”

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(e)Amendment to Clause (v). Clause (v) of Section 6.1 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(v)Pledge of Equity Interests in Subsidiaries. The Borrower shall use all commercially reasonable efforts to obtain the consent of an Airport Authority for the pledge of the Equity Securities of any of Trajen's Subsidiaries or any Supermarine Company, as the case may be, that is a party to a Trajen FBO Lease or a Supermarine FBO Lease to the extent such consent is required thereunder. If the Borrower is unable to obtain such consent within 30 days after the Trajen Acquisition Term Loan Disbursement Date or the Supermarine Acquisition Term Loan Disbursement Date, as the case may be, the Borrower shall, at its sole cost, promptly cause such Trajen Subsidiary or Supermarine Company to be directly and wholly-owned by a single-purpose entity owning only the stock of such Trajen Subsidiary or Supermarine Company (which entity shall also be a Subsidiary of the Borrower). The Equity Securities of each such immediate parent entity shall be pledged in favor of the Collateral Agent to secure the Obligations.”

2.10Section 6.2 (Negative Covenants).

(a)Amendment to Clause (c)(vi). Clause (c)(vi) of Section 6.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(vi)sales of the business and assets relating to the aviation maintenance services currently provided at the FBO facilities operated by certain of Trajen's Subsidiaries or any Supermarine Company, to the extent permitted by the terms of the relevant Trajen FBO Lease or Supermarine FBO Lease and in accordance with all applicable law and Governmental Authorizations, in favor of a reputable entity or entities possessing reasonably sufficient experience in operating similar services in accordance with prudent industry standards for work of similar scope and scale, and under arrangements whereby the Borrower and its Subsidiaries are not responsible or liable for such services following such sale."

(b)New Clause (c)(vii). Section 6.2(c) of the Loan Agreement is hereby amended by inserting a new clause (vii):

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“(vii)subject to Section 2.8(c)(viii), sales of the Management Contracts Business, to the extent permitted by the terms of the relevant Management Contracts and in accordance with all applicable law and Government Authorizations, in favor of a reputable entity or entities possessing reasonably sufficient experience operating similar services in accordance with prudent industry standards for work of similar scope and scale, and under arrangements whereby the Borrower or the relevant Subsidiaries of the Borrower owning such business are not responsible for providing such services or any liabilities arising therefrom following such sale, except with respect to customary representations and warranties given by the Borrower or any of its Subsidiaries in the applicable purchase and sale agreement.”

(c)Amendment to Clause (f)(i)(C). Section 6.2(f)(i)(C) of the Loan Agreement is hereby amended by deleting the period at the end of the sentence and substituting a comma in lieu thereof.

(d)New Clause (f)(i)(D). Section 6.2(f)(i) of the Loan Agreement is hereby amended by inserting the following new clause (D):

“(D)Subject to Section 2.8(c)(viii), and so long as no Event of Default has occurred and is continuing, the Borrower may make a Distribution to the Investor with the proceeds from the sale of any Management Contracts Business pursuant to Section 6.2(c)(vii).”

2.11Section 10.1 (Amendments; Waivers). Clause(a) of Section 10.1 of the Loan Agreement is amended by deleting the words “or Section 4.3(k)” and substituting “, Section 4.3(l) or Section 4.5(l)” in lieu thereof.

2.12Section 10.4 (Successors and Assigns). Clause (b)(i)(A) of Section 10.4 of the Loan Agreement is amended by deleting such clause in its entirety and replacing it with the following:

“(A) no approval of the Administrative Agent or the Borrower shall be required for any assignment to an Affiliate of such Lender (except if the Affiliate is the Borrower or any of the Borrower's Affiliates or Subsidiaries) or an assignee that is a Lender immediately prior to giving effect to such assignment,”

3.Waiver Relating to MBL Assignment. The Lender Parties signatory to this Waiver and Amendment hereby (a) consent to the MBL Assignment, and (b) waive any non-compliance by Macquarie Bank Limited, the Borrower or any other party of the terms and provisions of the Loan Agreement resulting from the MBL Assignment.

4.Representations and Warranties. The Borrower hereby represents and warrants that, as of the date of execution and delivery of this Waiver and Amendment:

4.1The Borrower has full power and authority to enter into this Waiver and Amendment, and to perform its obligations under the Loan Agreement (as amended hereby), and has taken all necessary action to authorize its execution and delivery of this Waiver and Amendment and the performance of its obligations under the Loan Agreement (as amended hereby).

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4.2This Waiver and Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with the terms hereof and thereof, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and subject to general equitable principles.

4.3All governmental authorizations and actions necessary in connection with the execution and delivery by it of this Waiver and Amendment and the performance of its obligations under the Loan Agreement (as amended hereby) have been obtained or performed and remain valid and in full force and effect.

4.4The execution and delivery of this Waiver and Amendment and performance of its obligations under the Loan Agreement (as amended hereby) by the Borrower (i) do not and will not contravene any provisions of the Borrower’s organizational documents, or any law, rule, regulation, order, judgment or decree applicable to or binding on the Borrower or any of its properties, (ii) do not and will not contravene, or result in any breach of or constitute any default under, any agreement or instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound or affected, and (iii) do not and will not require the consent of any Person under any existing law or agreement which has not already been obtained.

5.Effectiveness. This Waiver and Amendment shall become effective upon the execution and delivery thereof by the Borrower, the Administrative Agent and the Lenders signatory hereto constituting the Required Lenders and the satisfaction of the conditions precedent set forth in Attachment I (such effective date, the “Amendment Closing Date”); provided that notwithstanding the foregoing, (i) the waiver in Section 3 hereof, (ii) the amendments to Section 10.4 of the Loan Agreement as set forth in Section 2.12 hereof and (iii) the amendments to the definitions of “Affiliate” and “Change of Control” as set forth in Attachment III shall be effective upon the execution of this Waiver and Amendment by the Borrower, the Administrative Agent and Lenders constituting the Required Lenders.

6.Amendments to Appendix A to Loan Agreement. Appendix A, Definitions and Rules of Interpretation, to the Loan Agreement is hereby deleted in its entirety and replaced with Attachment III, entitled “Appendix A, Definitions and Rules of Interpretation”.

7.Amendment to Schedule 2.1 to Loan Agreement. Schedule 2.1 to the Loan Agreement is hereby deleted in its entirety and replaced with Attachment IV, entitled “Commitments and Pro Rata Shares.”

8.Reference to Borrower in the Loan Agreement. On and after the Amendment Closing Date, each reference in the Loan Agreement to “North America Capital Holding Company,” “NACH,” or “Borrower” shall mean and be a reference to “Atlantic Aviation FBO Inc.”

9.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.

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10.Successors and Assigns. This Waiver and Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

11.Governing Law. This Waiver and Amendment shall be governed by and construed in accordance with the laws of the State of New York.

12.Counterparts. This Waiver and Amendment may be executed by one or more of the parties to this Waiver and 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.]

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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Waiver and Amendment as of the date first above written.

ATLANTIC AVIATION FBO INC., as Borrower
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: President

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MIZUHO CORPORATE BANK, LTD., as Administrative Agent
By:	/s/ Takeo Kada
	Name: Takeo Kada
	Title: Deputy General Manager

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THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,    as Term Loan Lender
By:	/s/ Conor Barrett
	Name: Conor Barrett
	Title: Senior Manager

By:	/s/ Donal Murphy
	Name: Donal Murphy
	Title: Associate Director

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BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Term Loan Lender
By:	/s/ Thomas Augustin
	Name: Thomas Augustin
	Title: Vice President

By:	/s/ George Schnepf
	Name: George Schnepf
	Title: Vice President

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MIZUHO CORPORATE BANK, LTD.,    as Term Loan Lender
By:	/s/ Takeo Kada
	Name: Takeo Kada
	Title: Deputy General Manager

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MACQUARIE BANK LIMITED, as Term Loan Lender
By:	/s/ Helen Winterbotham
	Name: Helen Winterbotham
	Title: Division Director, Investment Banking Group

By:	/s/ Peter Farthing
	Name: Peter Farthing
	Title: Legal Counsel, Investment Banking Group

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BANCO SANTANDER CENTRAL HISPANO, S.A., as Term Loan Lender
By:	/s/ Jesus Lopez
	Name: Jesus Lopez
	Title: Vice President

By:	/s/ Carlos F. de Paula
	Name: Carlos F. de Paula
	Title: Executive Director, Grupo Santander

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DEKABANK DEUTSCHE GIROZENTRALE, as Term Loan Lender
By:	/s/ Peter Bahn
	Name: Peter Bahn
	Title:

By:	/s/ Ingo Lutze
	Name: Ingo Lutze
	Title:

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HYPO PUBLIC FINANCE USA, INC., as Term Loan Lender
By:	/s/ Jack Campbell
	Name: Jack Campbell
	Title: Managing Director

By:	/s/ Andrew Goleb
	Name: Andrew Goleb
	Title: Director

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LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Term Loan Lender
By:	/s/ David A. Leech
	Name: David A. Leech
	Title: Senior Vice President, Manager, Corporate Finance, Corporate Finance Division

By:	/s/ Kari Strombom
	Name: Kari Strombom
	Title: Assistant Vice President, Corporate Finance Division, Structured Finance Dept.

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LLOYDS TSB BANK plc, as Term Loan Lender
By:	/s/ Paul D. Briamonte
	Name: Paul D. Briamonte
	Title: Director - Project Finance (USA), B364

By:	/s/ Candi Obrentz
	Name: Candi Obrentz
	Title: Assistant Vice President, Financial Institutions USA, 0-013

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NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Term Loan Lender
By:	/s/ Anthony J. Porter
	Name: Anthony J. Porter
	Title: Vice President

By:	/s/ Stephanie Hovermann
	Name: Stephanie Hovermann
	Title: Vice President

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UNITED OVERSEAS BANK LIMITED, as Term Loan Lender
By:	/s/ George Lim
	Name: George Lim
	Title: FVP & General Manager

By:	/s/ Mario Sheng
	Name: Mario Sheng
	Title: AVP

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MIZUHO CORPORATE BANK, LTD.,    as Revolving Loan Lender and Issuing Bank
By:	/s/ Takeo Kada
	Name: Takeo Kada
	Title: Deputy General Manager

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ATTACHMENT I

Section 4.4Conditions Precedent to the Amendment Closing Date

(a)Loan Documents to be Delivered.

(i) The following documents shall have been duly authorized, executed and delivered by the parties thereto, are in full force and effect and originals thereof shall have been delivered to the Administrative Agent and the Borrower:

(A)the Waiver and Amendment; and

(B)a Note in favor of each Lender providing Supermarine Acquisition Term Loans and requesting a Note, each in a principal amount equal to such Lender's Supermarine Acquisition Term Loan Commitment.

(ii) A copy of each Supermarine FBO Lease and any other FBO Lease in existence and not otherwise delivered to the Administrative Agent as of the Trajen Term Loan Disbursement Date, shall have been delivered to the Administrative Agent, together with a certificate of a Responsible Officer of the Borrower certifying as of the Supermarine Acquisition Term Loan 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)Supermarine Purchase Agreements. The Administrative Agent shall have received a true, complete and correct copy of each Supermarine Purchase Agreement, together with all schedules and attachments, duly executed and delivered by the parties thereto, in form and substance reasonably satisfactory to the Lead Arrangers.

(c)Organizational Documents of the Borrower. The Administrative Agent shall have received from or on behalf of the Borrower (i) the certificate of incorporation of the Borrower, certified as of a recent date prior to the Amendment Closing Date by the Secretary of State (or comparable public official) of its state of incorporation, (ii) a certificate of good standing (or comparable certificate), certified as of a recent date prior to the Amendment Closing Date by the Secretary of State (or comparable public official) of its state of incorporation stating that the Borrower is in good corporate and tax standing under the laws of such state, (iii) a certificate of the Secretary or an Assistant Secretary (or comparable officer) of the Borrower, dated the Amendment Closing Date, certifying that (A) since June 28, 2006, there have been no changes to the bylaws of the Borrower; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by the Borrower of the Waiver and Amendment and the other Loan Documents to be executed by the Borrower and the consummation of the transactions contemplated thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower, and (iv) a certificate of the Secretary or an Assistant Secretary (or comparable officer) of the Borrower, dated the Amendment Closing Date, certifying the incumbency, signatures and authority of the officers of the Borrower authorized to execute, deliver and perform the Waiver and Amendment and the other Loan Documents to be executed by the Borrower.

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(d)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 as of the Amendment Closing Date and in form and substance satisfactory to the Administrative Agent with respect to the Borrower and such matters as the Administrative Agent may reasonably request.

(e)Financial Statements. The Borrower shall have delivered to the Administrative Agent (i) unaudited Financial Statements of each of the Supermarine Companies (other than Supermarine Investors) as of and for the year most recently ended more than 90 days prior to the Amendment Closing Date, and its Financial Statements as of and for the fiscal quarter most recently ended more than 45 days prior to the Amendment Closing 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 such Supermarine Companies on such dates and for any interim periods then ended, applied on a consistent basis, and (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 and the date of the Financial Statements previously delivered to the Lead Arrangers as of November 30, 2006, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect.

(f)Disclosure Schedules. The Borrower shall have delivered to the Administrative Agent draft disclosure schedules (the “Supermarine Pro Forma Schedules”) which shall be prepared on a pro forma, "as of the Supermarine Acquisition Term Loan Disbursement Date" basis reflecting information relating to the Supermarine Companies after giving effect to the Supermarine Acquisition, or other disclosure (on such pro forma basis) of exceptions to the representations and warranties and covenants set forth in the Loan Documents relating to the Supermarine Companies and their businesses, 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 Lead Arrangers prior to the Amendment Closing Date. The Borrower shall provide revised and consolidated disclosures and exceptions as of the Supermarine Acquisition Term Loan Disbursement Date to the extent and on the terms set forth in Section 4.5(t).

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

(h)Independent Consultants' Reports. To the extent not delivered prior to the Amendment Closing Date, the Administrative Agent shall have received copies of final reports prepared by the Technical Advisor, the Environmental Consultant, the Model Auditor and the Insurance Consultant, which reports shall be addressed to the Lenders (or for which reliance letters in favor of the Lenders have been issued by the appropriate advisor or consultant) and shall be satisfactory in form and substance to the Administrative Agent.

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ATTACHMENT II

Section 4.5. Conditions Precedent to Borrowing of Supermarine Acquisition Term Loans

The obligation of each Supermarine Acquisition Term Loan Lender to advance Supermarine Acquisition Term Loans to fund the financing of a portion of the acquisition and associated costs relating to the Supermarine Acquisition on the Supermarine Acquisition Term Loan Disbursement Date is subject to the satisfaction of the following conditions precedent:

(a)Loan Documents to be Delivered.

(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 and the Collateral Agent) are in full force and effect and originals thereof shall have been delivered to the Administrative Agent and the Borrower:

(A)the Hedging Agreements described in Section 4.5(g) below.

(B)a Pledge Agreement with respect to 100% of the Equity Securities of each Supermarine Company (other than any such Supermarine Company whose Equity Securities are not permitted to be pledged pursuant to the Supermarine FBO Lease to which it is a party) and any other Person who has become a Loan Party subsequent to the Refinancing Term Loan Disbursement Date; and

(C)appropriate amendments to the Subsidiary Security Agreement, the Subsidiary Guaranty, the Contribution Agreement and any other Security Document necessary to reflect the Supermarine Companies and any other Person who has become a Loan Party subsequent to the Refinancing Term Loan Disbursement Date, as an additional Loan Party, each in form and substance satisfactory to the Administrative Agent.

(ii) A certificate of a Responsible Officer of the Borrower shall have been delivered to the Administrative Agent certifying as of the Supermarine Acquisition Term Loan Disbursement Date that (A) the copy of each Supermarine FBO Lease delivered on the Amendment Closing Date is a true, correct and complete copy of such document, (B) such Supermarine FBO Lease has not been amended, supplemented or otherwise modified since the Amendment Closing Date, and (C) such Supermarine FBO Lease remains in full force and effect.

(b)Revised Base Case Projections. To the extent not delivered prior to the Supermarine Acquisition Term Loan Disbursement Date, the Administrative Agent shall have received Base Case Projections of the Borrower, substantially similar in form and substance to the September 22, 2006 draft of the Base Case Projections provided to the Administrative Agent, which Base Case Projections shall have been revised so as to give effect to the Supermarine Acquisition and approved in a certification by the Model Auditor. The revised Base Case Projections shall include therein projections of revenues, operating expenses, cash flow, debt service, capital expenditures (which items shall be categorized to show discretionary capital expenditures to be undertaken in the ordinary course of business and Expansion Capital Expenditures) and other related items, which projections in each case shall not be materially different in the reasonable determination of the Administrative Agent from the corresponding projections reflected in a financial model dated September 22, 2006 previously delivered to the Initial Lenders, and shall be accompanied by a certification as of the Supermarine Acquisition Term Loan Disbursement Date by a Responsible Officer of the Borrower that the Revised Base Case Projections are based on reasonable assumptions and prepared in good faith taking into account all information known to such officer, after due inquiry. The Administrative Agent shall have received a report of the Model Auditor satisfactory to the Administrative Agent regarding the Model Auditor’s audit of the Base Case Projections.

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(c)Revised Operating Budget. The Administrative Agent shall have received an updated business plan and operating budget for the calendar year 2007 in form and substance consistent with the business plan and operating budget previously provided to the Initial Lenders, showing in reasonable detail all projected revenues and operating expenses (identifying separately capital expenditures), debt service and other related items with respect to the Borrower and its Subsidiaries (in each case, after giving effect to the Supermarine Acquisition) for such period on a monthly basis.

(d)Revised Pro Forma Balance Sheet. The Administrative Agent shall have received a certified copy of a revised pro forma balance sheet setting forth the assets and liabilities of the Borrower and its Subsidiaries on a consolidated basis (after giving effect to the Supermarine Acquisition), in form and substance consistent with the pro forma balance sheet previously provided to the Initial Lenders.

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

(i) unaudited Financial Statements of each Supermarine Company (other than Supermarine Investors) as of and for the fiscal quarter most recently ended more than 45 days prior to the Supermarine Acquisition Term Loan Disbursement Date, 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 each Supermarine Company 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 Investor as to the financial condition and solvency of the Investor and the Borrower and its Subsidiaries (after giving effect to the Supermarine Acquisition and the incurrence of Indebtedness relating thereto);

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(iv) Combined audited Financial Statements of the Supermarine Companies for the year ended 2005 as audited by Lesley, Thomas, Schwarz & Postma, Inc., which Financial Statements shall not be materially different in the reasonable determination of the Administrative Agent from the unaudited Financial Statements of each Supermarine Company for the year ended 2005 previously delivered to the Administrative Agent on or prior to the Amendment Closing Date; and

(v) such other financial, business and other information regarding the Investor, 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)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 Investor in an amount not less than $52,500,000 (exclusive of similar contributions made prior to the Borrowing of Refinancing Term Loans), less an amount equal to the net proceeds previously received by the Borrower or any of its Subsidiaries from the sale of the Management Contract Business to the extent such proceeds were not applied to prepay Loans pursuant to Section 2.8(c)(viii). The equity contributions from the Investor shall be increased dollar for dollar for any increase in the Purchase Price (as defined in the Supermarine Purchase Agreements).

(g)Hedging Agreements. The Borrower shall have entered into Hedging Agreements satisfactory to the Administrative Agent, and novation arrangements on terms acceptable to the participating Hedging Banks, which agreements and arrangements shall provide coverage in a notional amount equal to at least 100% of the aggregate Term Loans advanced on the Refinancing Term Loan Disbursement Date, the Trajen Acquisition Term Loan Disbursement Date and the Supermarine Acquisition Term Loan Disbursement Date for the remaining term of the Term Loans through the Maturity Date.

(h)Transfer of Capital Stock of the Supermarine Companies. The Investor shall have sold, conveyed, assigned, transferred and delivered all of its right, title and interest in and to 100% of the issued and outstanding capital stock or other equity interests of each Supermarine Company to the Borrower, free and clear of all Liens, and the Administrative Agent shall have received satisfactory evidence thereof.

(i)Conditions Precedent Under the Supermarine Purchase Agreements. All conditions precedent to each Closing (as such term is defined in each Supermarine Purchase Agreement) set forth in Article 6 of each Supermarine Purchase Agreement shall have been satisfied or otherwise waived and the Administrative Agent shall have received from the Borrower a certificate dated the Supermarine Acquisition Term Loan Disbursement Date by a Responsible Officer of the Borrower certifying as such; provided that any waiver of any condition precedent in any Supermarine Purchase Agreement granted by the Investor in its capacity as purchaser under the applicable Supermarine Purchase Agreement shall have been approved by the Administrative Agent acting at the direction of the Lead Arrangers (such approval not to be unreasonably withheld, delayed or conditioned).

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(j)Payment of Purchase Price, Fees; Repayment of Indebtedness. The Administrative Agent shall have received evidence satisfactory to it that (i) the Purchase Price (as such term is defined in each Supermarine Purchase Agreement) has been paid in full, other than any adjustment thereto in accordance with the applicable Supermarine Purchase Agreement that is not yet due and payable; (ii) all existing Indebtedness of the Borrower and its Subsidiaries (including the Supermarine Companies after giving effect to the Supermarine Acquisition and any other Person who has become a Loan party subsequent to the Refinancing Term Loan Disbursement Date) has been or concurrently with the Supermarine Acquisition Term Loan Disbursement Date is being repaid in full (other than Permitted Indebtedness), and all liens and security interests in and to the Collateral which had been granted to secure the obligations of any of such Subsidiaries of the Borrower in respect of any such Indebtedness have been terminated and released; and (iii) the Borrower shall have paid (or shall simultaneously pay with proceeds of the Borrowing of Supermarine Acquisition Term Loans) all fees, costs and other expenses and all other amounts then due and payable pursuant to this Agreement. The Closing (as such term is defined in each Supermarine Purchase Agreement) shall occur concurrently with the disbursement of the Borrowing of Supermarine Acquisition Term Loans.

(k)Organizational Documents. The Administrative Agent shall have received from or on behalf of the Borrower, the Supermarine Companies and any other Person who has become a Loan Party subsequent to the Refinancing Term Loan 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 Supermarine Acquisition Term Loan Disbursement Date by the Secretary of State (or comparable public official) of its state of incorporation or formation;

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

(iii) a certificate of the Secretary or an Assistant Secretary (or comparable officer) of such Loan Party, dated the Supermarine Acquisition Term Loan Disbursement Date, certifying that (A) attached thereto is a true and correct copy of the bylaws, partnership agreement, limited liability company agreement or comparable document of such Loan Party as in effect on the Supermarine Acquisition Term Loan Disbursement Date; (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors or other governing body of 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

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

(l)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, including the mortgages and deeds of trust referred to in Section 4.5(m) below, 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 Refinancing Term Loan 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) 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

(iii) 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.

(m)Leasehold Mortgages. To the extent that a Supermarine FBO Lease permits the granting of a Lien in the leasehold interest under such Supermarine FBO Lease without the consent of the relevant Airport Authority, a mortgage or deed of trust, as applicable, securing the Obligations in favor of the Secured Parties with respect to such leasehold interest shall have been duly executed and recorded with the appropriate real estate filing office, and the Borrower shall have delivered to the Administrative Agent a true and complete copy of each such mortgage or deed of trust.

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(n)Lien Searches. The Administrative Agent shall have received (i) the results of all UCC, judgment and lien searches with respect to the Supermarine Companies in form and substance satisfactory to the Administration Agent, and (ii) a bringdown of all UCC, judgment and lien searches previously performed with respect to the Borrower, the Investor and each other Loan Party other than the Supermarine Companies.

(o)Consents. All approvals and consents (including management, credit and other internal approvals of the Loan Parties) necessary to consummate the transactions contemplated by the Loan Documents and the Supermarine Acquisition Agreement shall have been duly obtained and shall be in full force and effect and in form and substance satisfactory to each of the Loan Parties party thereto and the Administrative Agent shall have received a copy of such approval or consent certified by the applicable Loan Party.

(p)Opinions of Counsel. The Administrative Agent shall have received favorable written opinions, addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender, dated the Supermarine Acquisition Term Loan Disbursement Date and in form and substance satisfactory to the Administrative Agent with respect to the Supermarine Companies and each other Person who has become a Loan Party subsequent to the Refinancing Term Loan Disbursement Date, and such matters as the Administrative Agent may reasonably request.

(q)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.

(r)Governmental Approvals and Material Contracts. All Governmental Authorizations with respect to operation of the businesses of the Borrower and its Subsidiaries (including the Supermarine Companies after giving effect to the Supermarine Acquisition and any other Person who has become a Loan Party subsequent to the Refinancing Term Loan 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 Material Contract or any Governmental Authorization that could reasonably be expected to have a Material Adverse Effect or permit any party to a Material Contract to terminate such document or suspend its performance thereunder.

(s)Representation and Warranties. The representations and warranties set forth in Article 3 of each Supermarine Purchase Agreement shall be true and correct in all material respects. The Borrowing of Supermarine Acquisition Term Loans on the Supermarine Acquisition Term Loan 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 in all material respects as of the date of such Borrowing.

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(t)Disclosure Schedules. The Borrower shall have delivered to the Administrative Agent revised, consolidated disclosure schedules to be attached to this Agreement or other disclosure of exceptions to the representations and warranties and covenants set forth in the Loan Documents relating to the Borrower and its Subsidiaries, including the Supermarine Companies and businesses, 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 Lead Arrangers prior to the Supermarine Acquisition Term Loan Disbursement Date. Upon delivery to the Administrative Agent on the Supermarine Acquisition Term Loan Disbursement Date, the revised, consolidated schedules that are delivered in accordance with this Section shall be deemed to have replaced and superseded the Supermarine Pro Forma Schedules and the schedules attached to the Waiver and Amendment as of the Amendment Closing Date.

(u)Environmental Liability. The Administrative Agent shall have obtained no notice or knowledge of any liability under any Environmental Laws of the Supermarine Companies or any of their former Subsidiaries, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, other than any such liability identified in the final reports of the Environmental Consultant delivered to the Administrative Agent on or prior to the Amendment Closing Date pursuant to Section 4.4(h) hereof.

(v)Bank Accounts.The Borrower shall have delivered to the Administrative Agent signed copies of irrevocable standing instructions that have been or will be delivered to each depositary bank at which any Supermarine Company maintains a deposit account as of the Supermarine Term Loan Disbursement Date, which instructions shall direct the automatic transfer of all cash in such account (other than an amount to be agreed upon with the Administrative Agent to be reserved for working capital purposes, if necessary) directly to the Concentration Account not less frequently than on a daily basis.

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

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ATTACHMENT III

APPENDIX A

DEFINITIONS AND RULES OF INTERPRETATION

Defined Terms

“Acceptable Issuer” means a bank or other financial institution with a combined capital and surplus of at least $1,000,000,000 whose Reference Debt is rated "A-" or higher by S&P and "A3" or higher by Moody's.

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

“Acquisition Documents” means, collectively, the Executive Air Purchase Agreement, the GAH Purchase Agreement, the Eagle Aviation Purchase Agreement, the Amports Purchase Agreement, the Trajen Purchase Agreement and the Supermarine Purchase Agreements, each as defined in Schedule A-3 to this Agreement.

“Acquisitions” means the acquisition by Macquarie FBO Holdings LLC or any of its Affiliates of the Businesses pursuant to the Acquisition Documents.

“ACS” means Aviation Contract Services, Inc., a California corporation.

“Actual Knowledge” means, (i) as used in Sections 4.1 and 4.2 of this 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 this 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 Subsidiary of the Borrower, the General Manager of such FBO.

“Administrative Agent” means Mizuho Corporate Bank, Ltd., in its capacity as administrative agent for the Lenders under the Loan Documents, and any successor administrative agent appointed pursuant to the terms of this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” of a particular Person means, at any time, (a) any other Person directly or indirectly controlling, controlled by, or under common control with, such Person and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of securities having ordinary voting power for the election of directors or other members of the governing body of a corporation or other Person, or 10% or more of any partnership or other ownership interests of any other Person. 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. For purposes of Section 10.4(b)(i)(A) of this Agreement and the proviso to the definition of “Eligible Assignee”, a Borrower's Affiliate shall include any manager of Macquarie Infrastructure Company Trust and any Affiliate thereof.

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“Agreement” has the meaning specified in the preamble hereto.

“Airport Authority” means any governmental or airport authority party to a Material Contract.

“Amendment Closing Date” is defined in the Waiver and Amendment.

“Amendment Fees” means the amendment fees payable by the Borrower to the lenders party to the Original Loan Agreement that have consented to the transactions contemplated by this Agreement, in amounts as set forth in fee letters separately agreed to between MIC and each of the Lead Arrangers and the Co-Lead Arranger.

“Amports” means American Port Services, Inc., a Delaware corporation.

“Amports Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of Amports by Macquarie Aviation North America Inc. and Macquarie Aviation North America 2 Inc. pursuant to the Amports Purchase Agreement (as defined in Schedule A-3 hereto).

“Applicable Leverage Ratio” means, as of the Calculation Date for any fiscal quarter occurring during the periods set forth below, the following Leverage Ratios:

Fiscal Quarters During the Period:	Leverage Ratio
From the third (3rd) anniversary of the Refinancing Term Loan Disbursement Date to but excluding the fourth (4th) anniversary of the Refinancing Term Loan Disbursement Date:	5.50 to 1.00
From the fourth (4th) anniversary of the Refinancing Term Loan Disbursement Date to but excluding the date that is six (6) months prior to the Maturity Date:	5.00 to 1.00
From the date that is six (6) months prior to the Maturity Date through payment in full of the Loans:	4.50 to 1.00

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“Applicable Margin” means, for each day with respect to a Term Loan or LIBOR Revolving Loan, as applicable, the following rates per annum:

Period	Margin (per annum)
From and including the Refinancing Term Loan Disbursement Date to but excluding the third (3rd) anniversary of the Refinancing Term Loan Disbursement Date:	1.75%
From and including the third (3rd) anniversary of the Refinancing Term Loan Disbursement Date until the Maturity Date or the Revolving Loan Commitment Termination Date, as applicable:	2.00%

“Applicable Minimum EBITDA” means, as of a Calculation Date occurring during the fiscal years specified below, the following EBITDA values calculated for the twelve (12) month period ending on such Calculation Date:

Fiscal Year	Minimum EBITDA before Supermarine Acquisition Term Loan Disbursement Date	Minimum EBITDA after Supermarine Acquisition Term Loan Disbursement Date
2005	$40,100,000	$40,100,000
2006	$66,900,000	$66,900,000
2007	$71,900,000	$78,160,000
2008	$77,500,000	$84,100,000

“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 Commitment” means, as to a Lender, at any time, an amount equal to its Available Term Loan Commitment and/or Available Revolving Loan Commitment.

“Available Revolving Loan Commitment” means, 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 this Agreement.

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“Available Term Loan Commitment” means, as to any Term Loan Lender, the Available Refinancing Term Loan Commitment, the Available Trajen Acquisition Term Loan Commitment and the Available Supermarine Acquisition Term Loan Commitment, as applicable.

“Available Refinancing Term Loan Commitment” means, as to any Term Loan Lender, at any time, an amount equal to the excess, if any, of (a) the amount of such Lender’s aggregate Refinancing Term Loan Commitment, minus (b) the aggregate principal amount of all Refinancing Term Loans made by such Lender prior to such time, minus (c) any portion of the Refinancing Term Loan Commitment of such Lender terminated pursuant to Section 2.7 of this Agreement.

“Available Supermarine Acquisition Term Loan Commitment” means, as to any Term Loan Lender, at any time, an amount equal to the excess, if any, of (a) the amount of such Lender’s aggregate Supermarine Acquisition Term Loan Commitment, minus (b) the aggregate principal amount of all Supermarine Acquisition Term Loans made by such Lender prior to such time, minus (c) any portion of the Supermarine Acquisition Term Loan Commitment of such Lender terminated pursuant to Section 2.7 of this Agreement.

“Available Trajen Acquisition Term Loan Commitment” means, as to any Term Loan Lender, at any time, an amount equal to the excess, if any, of (a) the amount of such Lender’s aggregate Trajen Acquisition Term Loan Commitment, minus (b) the aggregate principal amount of all Trajen Acquisition Term Loans made by such Lender prior to such time, minus (c) any portion of the Trajen Acquisition Term Loan Commitment of such Lender terminated pursuant to Section 2.7 of this Agreement.

“Backward Debt Service Coverage Ratio” means, on each Calculation Date commencing with the Calculation Date for the first full quarter ending after the Refinancing Term Loan Disbursement Date, the Debt Service Coverage Ratio for the Calculation Period ending on that Calculation Date.

“Bankruptcy Proceeding" means (a) any voluntary or involuntary case or proceeding under title 11 of the United States Code (11 U.S.C. 101 et seq.), as amended from time to time and any successor statute, (b) any other voluntary or involuntary insolvency, reorganization, bankruptcy, receivership, liquidation, reorganization, moratorium or other similar case or proceeding, (c) any liquidation, dissolution, or winding up of the Borrower, or (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 on a consolidated basis, as revised from time to time and as set forth in the computer model prepared by the Borrower and delivered to the Administrative Agent immediately prior to the Refinancing Term Loan Disbursement Date, the Trajen Acquisition Term Loan Disbursement Date and the Supermarine Acquisition Term Loan Disbursement Date, as the case may be.

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“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 ½ 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 this Agreement.

“Borrower” means Atlantic Aviation FBO Inc., a Delaware corporation (formerly known as North America Capital Holding Company).

“Borrowing” means a borrowing consisting of Term Loans or Revolving Loans made by the applicable Lenders pursuant to this Agreement.

“Borrowing Request” means a Term Loan Borrowing Request or a Revolving Loan Borrowing Request.

“Businesses” or “Business” means the airport services businesses or any part thereof owned by the Borrower and operated by its Subsidiaries pursuant to the FBO Leases, the Management Contracts and the Heliport Contract.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City 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.

“Calculation Date” means each March 31, June 30, September 30 and December 31, occurring on or after the Refinancing Term Loan Disbursement Date.

“Calculation Period” means a period of twelve (12) months.

“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) any mandatory prepayments required to be paid from Excess Cash Flow.

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“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 Letter of Credit 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 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.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 3.4(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

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“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, any of its Affiliates (within the meaning of clause (a) of the definition thereof) or any fund or entity managed directly or indirectly by Macquarie Bank Limited or any such Affiliate, 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.

“Closing Date” means the date of signing of this Agreement.

“Collateral” means all Property of the Borrower and its Subsidiaries 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 December 12, 2005, 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 Refinancing Term Loan Commitment, the Trajen Acquisition Term Loan Commitment and the Supermarine Acquisition Term Loan 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 (account no. 2000003397925) held by Executive Air Support, Inc. in its name at Wachovia Bank, N.A.

“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.

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“Contribution Agreement” means the Indemnity, Subrogation and Contribution Agreement, dated as of December 12, 2005, by and among the Borrower, the Subsidiaries of the Borrower party thereto, and the Administrative Agent.

“Co-Lead Arranger” means Macquarie Bank Limited, in its capacity as co-lead arranger pursuant to this Agreement.

“Debt Service Coverage Ratio” means, without duplication, for any Calculation Period the ratio of (a) Net Cash Flow for such Calculation Period to (b) the sum of all Mandatory Debt Service for such Calculation 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 Letter of Credit” means an irrevocable letter of credit, in form and substance satisfactory to the Administrative Agent, issued by an Acceptable Issuer in favor of the Collateral Agent as beneficiary for the benefit of the Secured Parties securing all or any portion of the Debt Service Reserve Required Balance.

“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 Refinancing Term Loan Disbursement Date, the Trajen Acquisition Term Loan Disbursement Date, the Supermarine Acquisition Term Loan 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 this 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 of the Borrower or its Subsidiaries or of any warrants, options or other rights to acquire the same (or to make any payments to any Person, such as “phantom stock” payments, where the amount is calculated with reference to the fair market or equity value of any such Loan Party), but excluding dividends payable solely in shares of common stock of any such Loan Party.

“Dollars” or the sign “$” means United States dollars or other lawful currency of the United States.

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“Drawing”means any drawing made by the beneficiary under any Letter of Credit.

“Eagle Aviation” means Eagle Aviation Resources, Ltd., a Nevada limited liability company.

“Eagle Aviation Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of Eagle Aviation by the Investor pursuant to the Eagle Aviation Purchase Agreement (as defined in Schedule A-3 hereto).

“EBITDA” means, for any period, the consolidated Net Income after tax of the Borrower and its Subsidiaries 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) non-cash expenses allocated to the Borrower by MIC, (e) payments to employees of the Borrower and its Subsidiaries under any employee phantom stock ownership plan, (f) all unusual and non-recurring fees and expenses incurred during any such period relating to the General Aviation Acquisition, the Eagle Aviation Acquisition, the Trajen Acquisition and the Supermarine Acquisition, and (g) amounts paid by the Supermarine Companies as management fees to American Airport Corporation, 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 such items relating to GAH, Eagle Aviation, Trajen and each Supermarine Company on a consolidated basis for the twelve-month period preceding the date of determination shall be included in such calculation without regard as to whether GAH, Eagle Aviation, Trajen or each Supermarine Company, as applicable, was a Loan Party during such period.

“EBITDA Test Period” means the period commencing on the Refinancing Term Loan Disbursement Date through December 31, 2008.

“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; provided that “Eligible Assignee” shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

“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 Claims” means any notice, claim or demand (collectively, a “claim”) by any person alleging or asserting liability for investigatory costs, cleanup or other remedial costs, legal costs, environmental consulting costs, governmental response costs, damages to natural resources or other property, personal injuries, fines or penalties related to (i) the presence, or release into the environment, of any Hazardous Material at any location, whether or not owned by the person against whom such claim is made, or (ii) any violation of, or alleged violation of, or liability arising under any Environmental Law. The term “Environmental Claim” shall include any claim by any person or Governmental Authority for investigation, enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief under any Environmental Law.

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“Environmental Consultant” means Environmental Strategies Consulting, or any other firm reasonably acceptable to the Borrower as the Administrative Agent shall designate.

“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 of the Borrower or its Subsidiaries or migrating or threatening to migrate to or from any such real property, or arising from any investigation or proceeding in which any such 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 etseq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 etseq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 etseq.; 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 etseq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 etseq.; 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 etseq.; the Mine Safety and Health Act of 1977, 30 U.S.C. Section 801 etseq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f etseq.; and all other Governmental Rules relating to environmental, health, safety and land use matters, including all Governmental Rules pertaining to, or establishing liability in connection with, the reporting, licensing, permitting, transportation, storage, disposal, investigation or remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Hazardous Materials.

“Equity Securities” of any Person means (a) all common stock, preferred stock, participations, shares, partnership interests, limited liability company interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing.

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

“ERISA Affiliate” means (i) after December 26, 2004, 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 December 27, 2004, the Borrower and its Subsidiaries.

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“Event of Default” means any of the events specified in Section 7.1 of this Agreement.

“Event of Loss” means (a) any loss or destruction of, damage to or casualty relating to all or any part of the Property of the Borrower or any of its Subsidiaries, including any loss or destruction of, damage to, or other casualty relating to hangars and ancillary facilities owned or leased by any such 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 Borrower and its Subsidiaries 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 Accountduring 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, this Agreement, any Note or any other Loan Document), or any taxes attributable to a Lender’s failure to comply with Section 3.1(g),(b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 3.6(b) of this Agreement), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with Section 3.1(e) of this Agreement, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.1(a) of this Agreement.

“Executive” means Executive Air Support, Inc., a Delaware corporation.

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“Executive Air Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of Executive Air pursuant to the Executive Air Purchase Agreement (as defined in Schedule A-3 hereto).

“Executive Intellectual Property Security Agreement” means that certain Security Agreement (Intellectual Property), dated as of December 12, 2005, among Executive, the Collateral Agent, and the Administrative Agent.

“Existing Swaps” means the Hedging Transactions entered into by the Borrower in connection with Indebtedness incurred prior to the Closing Date by NACH and MANA that are being refinanced by the Term Loans.

“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, or the construction of new hangar facilities on the FBO locations or other major new facilities, including capital expenditures required to be undertaken under any of the FBO Leases, the Management Contracts or the Heliport Contract.

“FBO” means fixed base operation.

“FBO Leases” means, collectively, the leases or use agreements with or on behalf of the relevant Airport Authorities, and other real property leases and related agreements with the relevant Airport Authorities associated therewith, relating to the fixed base operations of the Subsidiaries of the Borrower, as set forth in Schedule A-1.

"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.

“Fee Letters” means certain fee letter agreements entered into between the Borrower and the Lead Arrangers, the Administrative Agent and the Issuing Bank, which Fee Letters are the agreements referred to in Section 2.9(d) of this Agreement.

“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.

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“Financing Parties” means, collectively, the Administrative Agent, the Lenders, individually, and acting by and through the Administrative Agent, the Issuing Bank 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.

“Forward Debt Service Coverage Ratio” means, on any Calculation Date, the projected Debt Service Coverage Ratio for the Calculation Period commencing on the day immediately following that Calculation Date.

“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.

“General Aviation Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of GAH by NACH pursuant to the GAH Purchase Agreement (as defined in Schedule A-3 hereto).

“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 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.

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“Guarantor” means each now-existing or hereafter acquired or created direct or indirect Subsidiary of the Borrower.

“Hazardous Materials” means all pollutants, contaminants and other materials, substances and wastes which are hazardous, toxic, caustic, harmful or dangerous to human health or the environment, including petroleum and petroleum products and byproducts, radioactive materials, asbestos, polychlorinated biphenyls and all materials, substances and wastes which are classified or regulated as “hazardous,” “toxic” or similar descriptions under any Environmental Law; provided that for purposes of this Agreement, “Hazardous Materials” shall not include commercially reasonable amounts of such materials used in the ordinary course of the Loan Parties’ businesses in accordance with applicable Environmental Laws.

“Hedging Agreement” means any agreement with respect to any swap, cap, collar, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Hedging Banks” means The Governor and Company of the Bank of Ireland, Bayerische Landesbank and Macquarie Bank Limited, and their respective successors and assigns, as counterparties under the Hedging Agreements entered into pursuant to Section 4.1(e) and Section 4.3(g) of this Agreement.

“Hedging Obligations” means, collectively, the payment of (a) all scheduled amounts payable to the Hedging Banks by the Borrower, as the fixed-rate payor, under any Hedging Agreements (including interest accruing after the date of any filing by the Borrower of any petition in bankruptcy or the commencement of any bankruptcy, insolvency or similar proceeding with respect to the Borrower), net of all scheduled amounts payable to the Borrower by such Hedging Banks as floating-rate payor, and (b) all other indebtedness, fees, indemnities and other amounts payable by the Borrower to the Hedging Banks under such Hedging Agreements; provided that Hedging Obligations shall not include Hedging Termination Obligations.

“Hedging Termination Obligations” means the aggregate amount of (i) Hedging Obligations payable to the Hedging Banks by the Borrower, as the fixed rate payor, upon the early unwind of all or a portion of any Hedging Agreement, 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.

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“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.

“Heliport Contract” means the Operations Agreement, dated October 17, 1997, between the New York City Economic Development Corporation and Amports, as listed on Schedule A-2 of this Agreement.

“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; provided that Indebtedness shall not include any indemnity obligations arising out of a breach of customary representations and warranties made by the Borrower or any Subsidiary of the Borrower in favor of the purchaser of the Management Contracts Business in the applicable purchase and sale agreement. 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 this Agreement.

“Initial Lenders” means, collectively, the Lead Arrangers and the Co-Lead Arranger.

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“Insurance Consultant” means Moore-McNeil, LLC, or any other firm reasonably acceptable to the Borrower as the Administrative Agent shall designate.

“Interest Expense” means, for any period, the sum, for the Borrower and its Subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP), all interest, fees, charges and related expenses payable duringsuch 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 the portion of rent actually paid during such period under Capital Leases that should be treated as interest in accordance with GAAP, and the net amounts payable (or minus the net amounts receivable) under Hedging Agreements accrued during such period (whether or not actually paid or received during such period).

“Interest Payment Date” means (i) with respect to any LIBOR Revolving Loan or 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; and (ii) with respect to any Base Rate Loan, the last day of each March, June, September and December.

“Interest Period” means, with respect to the 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 and (b) thereafter, each period commencing on the last day of the preceding Interest Period and ending the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, in each case as selected by the Borrower or otherwise determined in accordance with Section 2.4 of this Agreement; provided that:

(x)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;

(y)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; and

(z)for any Interest Period which begins on the last Business Day of a calendar quarter, the Borrower may elect to have the three-month interest period end on the last Business day of the next succeeding quarter.

“Inventory” means, at any time, all of the goods, merchandise and other personal property of the Borrower and its Subsidiaries, 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 such 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.

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“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.

“Investor” means Macquarie FBO Holdings LLC, a Delaware limited liability company, and its successors or assigns.

“IRC” means the Internal Revenue Code of 1986.

“Issuing Bank” means Mizuho Corporate Bank, Ltd., and any permitted successor thereto.

“L/C Issuer Event” means, with respect to any issuer of a Debt Service Reserve Letter of Credit for any portion of the Debt Service Reserve Required Balance, any determination by a Nationally Recognized Rating Agency that results in such issuer ceasing to be an Acceptable Issuer.

“Lead Arrangers” means, collectively, The Governor and Company of the Bank of Ireland, Mizuho Corporate Bank, Ltd., and Bayerische Landesbank, New York Branch, in their capacity as the lead arrangers pursuant to this Agreement.

“Legal Requirement” means, as to any Person (a) the articles or certificate of incorporation or articles of organization and by-laws, partnership agreement, operating agreement or other organizational or governing documents of such Person, (b) any Governmental Rule applicable to such Person, (c) any Governmental Authorization granted by any Governmental Authority to or for the benefit of such Person or (d) any judgment, decision or determination of any Governmental Authority or arbitrator, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Lenders” has the meaning set forth in the preamble of this Agreement.

“Letter of Credit” means any letter of credit issued pursuant to Section 2.13 of this Agreement.

“Letter of Credit Expiration Date” means the day that is one (1) Business Day prior to the Maturity Date.

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“Letter of Credit Facility” means the facility made available for the benefit of the Borrower or any Subsidiary of the Borrower under Section 2.13 of this Agreement in relation to the Letters of Credit.

“Letter of Credit Obligations” means, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit.

“Letter of Credit Sublimit” means an amount equal to 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.

“Leverage Ratio Test Period” means the period commencing on the date that is the third (3rd) anniversary of the Refinancing Term Loan Disbursement Date through the date on which the Loans have been paid in full.

“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 (2) 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

(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 (2) 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

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(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 (2) 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.

“LIBOR Revolving Loans” means, at any time, a Revolving Loan bearing interest as provided in Section 2.3(a) of this 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 any sale-leaseback arrangement, any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable Legal Requirement.

“Loan” means any of the Loans.

“Loan Documents” means this Agreement, any Notes, each Subsidiary Guaranty and any joinder agreements with respect thereto, the Security Documents and any joinder agreements with respect thereto, each Letter of Credit, the Hedging Agreements entered into between the Borrower and a Hedging Bank for a Hedging Transaction in accordance with Section 6.1(l) of this Agreement, each fee agreement referred to in Section 2.9 of this Agreement, all other documents, instruments and agreements entered into with the Administrative Agent or any Lender pursuant to Section 4.1 of this Agreement, and all other documents, instruments and agreements entered into by any Loan Party with the Administrative Agent or any Lender in connection with this Agreement or any other Loan Document on or after the Closing Date.

“Loan Parties” means, collectively, the Borrower, the Investor and the Guarantors (severally, a “Loan Party”).

“Loans” means, collectively, the Term Loans and the Revolving Loans.

"Lock-up Event" means the failure to achieve the Applicable Minimum EBITDA.

“Lock-up Period” means, with respect to any Lock-up Event, the period commencing on the Calculation Date as of which such Lock-up Event has occurred to and including the Calculation Date occurring at the end of the following two (2) succeeding fiscal quarters.

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“Loss Proceeds Account” means the “Loss Proceeds Account” established and created in the name of the Collateral Agent pursuant to Section 5.01 of the Collateral Agency Agreement.

“MANA” means Macquarie Airports North America Inc., a Delaware corporation.

“Management Contracts” means, collectively, the management contracts with the relevant Airport Authorities, as set forth in Schedule A-2.

“Management Contracts Business” means the businesses and related operations under the Management Contracts currently operated by certain Subsidiaries of the Borrower.

“Mandatory Debt Service” means, for any Calculation Period, the sum of the following amounts payable during such period: (a) all interest on the Loans, (c) all commitment and agency fees payable by the Borrower, and (c) any periodic scheduled payments constituting Hedging Obligations payable by the Borrower (or less amounts payable to the Borrower); provided that for purposes of calculating the Backward 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 Refinancing Term Loan 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 Refinancing Term Loan 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 Refinancing Term Loan 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) Mandatory Debt Service for the Third Fiscal Quarter, plus (D) Mandatory Debt Service for the Fourth Fiscal Quarter.

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“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 Borrower and its Subsidiaries, taken as a whole; (b) the ability of the Borrower and its Subsidiaries 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 Contract Right” means any right or interest of the Borrower or any of its Subsidiaries under a Material Contract.

“Material Contracts” means, collectively, each of the material agreements and contracts pertaining to the Businesses set forth in Schedule A-3, including each of the FBO Leases, each of the Management Contracts, the Heliport Contract and each of the Acquisition Documents; provided that the FBO Leases for the FBO operations at New Orleans Lakefront Airport listed as items 15 and 16 on Schedule A-1 shall be deemed not to be Material Contracts.

“Material Documents” has the meaning specified in Section 6.2(m) of this Agreement.

“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 five (5) years after the Closing Date (as defined in the Original Loan Agreement); provided that if such date is a day other than a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Maximum Release Percentage” means 5%.

“MIC” means Macquarie Infrastructure Company Inc., a Delaware corporation.

“Model Auditor” means Mercer Finance and Risk Consulting a division of Mercer Human Resource Consulting Pty Ltd. or any other firm reasonably acceptable to the Borrower as the Administrative Agent shall designate.

“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.

“NACH” means North America Capital Holding Company, a Delaware company.

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“Nationally Recognized Rating Agency” means Standard & Poor’s Rating Group, Moody’s Investors Services, Inc., Fitch or another national debt rating agency approved by the Administrative Agent.

“Net Asset Disposition Proceeds” means, with respect to any sale or series of related sales of any Property by any of the Borrower or its Subsidiaries (including the direct or indirect sale of any stock or other Equity Securities of any such Loan Party other than the Borrower), other than any sale permitted by Section 6.2(c) of this 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 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, plus (b) aggregate equity contributions received by the Borrower from the Investor during such period not used to pay for Expansion Capital Expenditures or for any unusual and non-recurring fees and expenses incurred during any such period relating to the integration of businesses resulting from the General Aviation Acquisition, the Eagle Aviation Acquisition, the Trajen Acquisition and the Supermarine Acquisition, 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, less (c) 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 of the Borrower or its Subsidiaries, the aggregate consideration actually received by such Person from such sale or issuance less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person and (b) the reasonable legal expenses and other reasonable costs and expenses directly related to such issuance or incurrence that are to be paid by such Person.

“Net Equity Proceeds” means, with respect to any issuance of Equity Securities by any of the Borrower or its Subsidiaries, the aggregate consideration actually received by such Person from such issuance less the sum of (a) the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person and (b) the reasonable legal expenses and other reasonable costs and expenses directly related to such issuance that are to be paid by such Person; 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 this Agreement; and (iv) the issuance of Equity Securities by the Borrower to the Investor.

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“Net Income” means, with respect to any fiscal period, the net income of the Borrower and its Subsidiaries 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 any of the Borrower or its Subsidiaries under any casualty insurance policy in respect of a covered loss thereunder with respect to any Property, minus (b)(i) any actual costs incurred by such Loan Party in connection with the adjustment or settlement of any claims of such Loan Party in respect thereof (including reasonable fees and expenses of counsel), and (ii) provisions for all taxes payable as a result of such event.

“Non-Eligible FBO” means any of the FBOs located at the following airports: (i) Teterboro Airport in New Jersey; (ii) Chicago Midway Airport in Illinois; (iii) McCarran International Airport in Nevada; (iv) Philadelphia International Airport in Pennsylvania; (v) John Wayne Airport in Orange County, California; (vi) Louisville International Airport in Kentucky; (vii) Pittsburgh International Airport in Pennsylvania; (viii) Republic Airport in New York, (ix) Houston Hobby Airport in Texas; (x) Palm Springs Airport in California, (xi) Aspen/Pitken County Airport in Colorado, (xii) Kelly Air Force Base Airport in Texas, (xiii) Austin-Bergtrom International Airport in Texas, (xiv) Palwaukee Municipal Airport in Illinois, (xv) Wiley Post Airport in Oklahoma and (xvi) Santa Monica Airport in California.

“Note” means a promissory note issued by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C to this Agreement.

“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 this Agreement.

“Obligations” means all obligations, liabilities and indebtedness of every nature of any Loan Party from time to time owing to any Secured Party under any Loan Document including (i) all principal, interest, and fees, (ii) all scheduled payments due to the Hedging Banks under the Hedging Obligations, (iii) any amounts (including 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 (iv) all amounts required to be paid under any indemnification, cost reimbursement or similar provision.

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“Operating Accounts” means the operating accounts described on Schedule 5.26 to this Agreement, and any additional or replacement accounts from time to time established and maintained by any of the Borrower or its Subsidiaries.

“Operating Costs” means, for any period, all actual cash costs incurred (including any capital expenditures made in connection with the Businesses except as expressly excluded below and any Taxes and cash provisions for any such Taxes) and paid by the Borrower and its Subsidiaries (determined on a consolidated basis by excluding any such payments from any of the Borrower or its Subsidiaries to another of the Borrower or any of its Subsidiaries) 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) of this Agreement or funded by equity contributions made by the Investor, (b) all unusual and non-recurring fees and expenses incurred during any such period, funded with funds transferred from the Distribution Account, financed by Indebtedness permitted in accordance with Section 6.2(a)(iv) of this Agreement or funded by equity contributions made by the Investor, relating to the integration of businesses resulting from the General Aviation Acquisition, the Eagle Aviation Acquisition, the Trajen Acquisition and the Supermarine Acquisition, 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, (c) 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, (d) all payments of principal, of interest or of fees upon the Loans (whether or not constituting Mandatory Debt Service), (e) Investments, (f) Distributions, (g) all costs paid by Net Insurance Proceeds or other insurance proceeds (other than proceeds of any business interruption or anticipated loss in revenues insurance), and (h) payments to employees of the Borrower and its Subsidiaries under any employee phantom stock ownership plan; provided that such items relating to the FBO businesses of GAH, Eagle Aviation, Trajen or any Supermarine Company 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, Eagle Aviation, Trajen or each Supermarine Company, as the case may be, 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 Borrower and its Subsidiaries (determined on a consolidated basis by excluding any such amounts received by any of the Borrower or its Subsidiaries to another of the Borrower or any of its Subsidiaries) 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 or anticipated loss in revenue insurance); provided that such items relating to the FBO businesses of GAH, Eagle Aviation, Trajen or each Supermarine Company 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, Eagle Aviation, Trajen or each Supermarine Company, as the case may be, was a Loan Party during such period.

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“Organizational Documents” means, with respect to a Loan Party, the certificate of incorporation, articles of incorporation, bylaws, certificate of limited partnership, articles of organization, operating agreement or comparable document of such Loan Party.

“Original Loan Agreement” has the meaning given to that term in the Introduction to this Agreement.

“Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under this Agreement or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Outstanding 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 Hedging Agreements upon the acceleration of the Loans in accordance with Section 7.2(a) of this Agreement or the commencement of any Bankruptcy Proceeding by or against the Borrower, (i) any Hedging Termination Obligations then due to the Hedging Banks or (ii) as to any Hedging Bank that is prevented from terminating a 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 Hedging Agreement had been terminated as of the commencement of such Bankruptcy Proceeding; provided, that for the purpose only of determining the voting or approval rights of the Lenders under this Agreement and the other Loan Documents or in the context of the definition of “Required Lenders”, if the Outstanding Exposure of Macquarie Bank Limited and its Affiliates as so calculated at any time exceeds 30% of the aggregate Outstanding Exposure, only that portion of such amounts held by Macquarie Bank Limited and its Affiliates as equals 30% of the aggregate Outstanding Exposure shall be included in such calculation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permitted Indebtedness” has the meaning given to that term in Section 6.2(a) of this Agreement.

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“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 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 this Agreement.

“Permitted Subordinated Debt” means unsecured Indebtedness of any of the Borrower or its Subsidiaries 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 this 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 other 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.

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“Pledge Agreements” means, collectively, (a) the share pledge agreement dated as of December 12, 2005 by the Investor in favor of the Collateral Agent granting a first-priority security interest in the Equity Securities of the Borrower, (b) each pledge agreement delivered by the Borrower or any Subsidiary of the Borrower in favor of the Collateral Agent granting a security interest in the Equity Securities of the Subsidiaries of the Borrower as a condition to the Borrowing of Loans, (c) any pledge agreement executed and delivered after the Closing Date by the Investor in favor of the Collateral Agent granting a first-priority security interest in the Equity Securities of the Borrower, and (d) any pledge agreement executed and delivered after the Closing Date by the Borrower or any 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 in accordance with Section 6.1(k) of this 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 New York; 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 Administrative Agent shall take effect on the day specified in the public announcement of such change.

“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 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).

“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 paragraph of Section 7.1 of this 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.

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“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 of such Lender at such time, and the denominator of which is the amount of the aggregate Term Loan Commitments, of all Term Loan Lenders, at such time. The initial Pro Rata Share of each Term Loan Lender as to its Term Loan Commitment is set forth opposite the name of such Lender on Schedule 2.1 to this Agreement or Assignment and Assumption pursuant to which such Lender becomes a party to this Agreement, as applicable.

“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 relevant aviation services industry relating to the FBO Leases, Managements Contracts or the Heliport Contract, as applicable, 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 an FBO operator’s or airport manager's, as applicable, 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 Refinancing Term Loan Disbursement Date.

“Receivables” means, at any time, all of the accounts owing to the Borrower and its Subsidiaries 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 reports 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.

“Reference Debt” means with respect to any Person, the long-term unsecured Indebtedness of such Person not benefiting from any guarantee, support agreement or other credit enhancement.

“Reference Rate” means, as of any date, three-month LIBOR determined as of approximately 11:00 a.m. (London time) on such date.

“Refinancing Term Loan” has the meaning specified in Section 2.1(a) of this Agreement.

“Refinancing Term Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Refinancing Term Loans to the Borrower pursuant to Section 2.1 of this Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “Refinancing Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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“Refinancing Term Loan Commitment Period” means, with respect to the Refinancing Term Loan Commitments, the period from and including the Closing Date under, and as defined in, the Original Loan Agreement, to the earliest to occur of (a) January 9, 2006, (b) the date on which the Available Refinancing Term Loan Commitments are reduced to zero, and (c) the date of termination of the aggregate Refinancing Term Loan Commitments.

“Refinancing Term Loan Disbursement Date” means December 14, 2005, the date of the Borrowing of the Refinancing Term Loans.

“Refinancing Term Loan Lender” means (a) on the Closing Date, the holders of Refinancing Term Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Refinancing Term Loan Commitments after giving effect to any assignments permitted by Section 10.4 of this Agreement.

“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.

“Reportable Event” has the meaning given to that term in Section 4043(c) of ERISA and applicable regulations thereunder other than an event as to which the reporting requirements have by regulation been waived; provided that failure to meet the minimum funding standards of Section 412 of the Code or Section 302 of ERISA shall be a Reportable Event.

“Required Lenders” means, at any time, (a) Lenders (and, to the extent applicable, Hedging Banks) holding 66⅔% or more of the aggregate then Outstanding Exposure (provided, that for the avoidance of doubt, such percentage shall take into account the proviso in the definition of the term “Outstanding Exposure”) or (b) if there are no Loans or Letter of Credit Usage outstanding, Lenders holding 66⅔% 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 such Person 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.

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“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, any FBO Lease, any Management Contract, the Heliport Contract or any other Material Contract, as applicable.

“Revolver Default” means any event or occurrence, which, with the passage of time or the giving of notice or both, would become a Revolver Event of Default.

“Revolver Event of Default” means any event or circumstance which would constitute an Event of Default hereunder, if the terms of this Agreement and the other 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 this 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 this 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 this Agreement without reference to such amendment, waiver or consent. If notice is required by any term of this Agreement as a condition to the existence of an Event of Default, for purposes of a Revolver 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 this Agreement.

“Revolving Loan Borrowing” means a borrowing consisting of Revolving Loans made by the Revolving Loan Lender pursuant to this Agreement.

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“Revolving Loan Borrowing Request” means a request by the Borrower for a Revolving Loan Borrowing in accordance with Section 2.2 of this Agreement.

“Revolving Loan Commitment” means the commitment of the Revolving Loan Lender to make Revolving Loans to the Borrower pursuant to Section 2.2 of this Agreement (and thereafter to make additional Revolving Loans to reimburse Drawings under Letters of Credit pursuant to Section  2.13 of this Agreement), in an aggregate principal amount at any one time outstanding not to exceed $5,000,000 (which amount shall be inclusive of the Letter of Credit Sublimit), as such amount may be adjusted from time to time in accordance with this 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) days prior to the Maturity Date; provided that if such date is a day other than a Business Day, the Revolving Loan Commitment Termination Date shall be the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which case the Revolving Loan Commitment Termination Date shall be the immediately preceding Business Day.

“Revolving Loan Lender” means Mizuho Corporate Bank, Ltd., and any permitted successor thereto.

“Secured Parties” means collectively, the Collateral Agent, the Securities Intermediary, the Administrative Agent, the Lenders, the Issuing Bank, and the Hedging Banks.

“Securities Account” has the meaning specified in Section 5.10 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 December 12, 2005, between the Borrower and the Collateral Agent for the benefit of the Secured Parties, as well as each security agreement delivered in accordance with Section 6.1(k) of this Agreement.

“Security Documents” means the Collateral Agency Agreement, the Security Agreement, the Subsidiary Security Agreement, together with any joinders thereto, the Executive Intellectual Property Security Agreement, the Trajen Intellectual Property Security Agreement, the Pledge Agreements, the Subsidiary Guaranty and the Contribution Agreement, together with any joinders thereto, 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, each consent or acknowledgment by an Airport Authority regarding the collateral assignment of the rights and obligations of the applicable Loan Party pursuant to the relevant FBO Lease and/or the equity interests of such Loan Party, 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.

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“Solvent” means, with respect to any Person on any date, that on such date (a) the fair value of the Property of such Person is greater than the fair value of the liabilities (including contingent, subordinated, matured and unliquidated liabilities) of such Person, (b) the present fair saleable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such Person is not engaged in or about to engage in business or transactions for which such Person’s Property would constitute an unreasonably small capital.

“Special Reserve Account” means the “Special Reserve Account” established and created in the name of the Collateral Agent pursuant to Section 5.01 of the Collateral Agency Agreement.

“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 Subsidiary Guaranty dated as of December 12, 2005 and executed by each Subsidiary of the Borrower in favor of the Secured Parties.

“Subsidiary Security Agreement” means that certain Subsidiary Security Agreement dated as of December 12, 2005 and executed by each Subsidiary of the Borrower and the Collateral Agent on behalf of the Secured Parties.

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“Supermarine Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of the Supermarine Companies by the Investor pursuant to the Supermarine Purchase Agreements (as listed in Schedule A-3 hereto) and the assignment of 100% of the ownership interest in such Equity Securities by the Investor to the Borrower or a Subsidiary of the Borrower.

“Supermarine Acquisition Term Loan” has the meaning specified in Section 2.1(a) of this Agreement.

“Supermarine Acquisition Term Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Supermarine Acquisition Term Loans to the Borrower pursuant to Section 2.1 of this Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “Supermarine Acquisition Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Supermarine Acquisition Term Loan Commitment Period” means, with respect to the Supermarine Acquisition Term Loan Commitments, the period from and including the Amendment Closing Date to the earliest to occur of (a) June 20, 2007, (b) the date on which the Available Supermarine Acquisition Term Loan Commitments are reduced to zero, and (c) the date of termination of the aggregate Acquisition Supermarine Term Loan Commitments in accordance with this Agreement.

“Supermarine Acquisition Term Loan Disbursement Date” means the date of the Borrowing of Supermarine Acquisition Term Loans the proceeds of which will finance a portion of the acquisition and related costs in connection with the Supermarine Acquisition.

“Supermarine Acquisition Term Loan Lender” means (a) on the Amendment Closing Date, the holders of the Supermarine Acquisition Term Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Supermarine Acquisition Term Loan Commitments after giving effect to any assignments permitted by Section 10.4 of this Agreement.

“Supermarine Companies” means, collectively, Supermarine of Santa Monica, Supermarine of Stewart, ACS, Supermarine Investors, and any Subsidiaries thereof.

“Supermarine FBO Leases” means, collectively, the leases or use agreements with or on behalf of the relevant Airport Authorities, and other real property leases and related agreements with the relevant Airport Authorities associated therewith, relating to the fixed base operations of the Supermarine Companies, as set forth in Schedule A-1.

“Supermarine Investors” means Supermarine Investors, Inc., a California corporation.

“Supermarine of Santa Monica” means Supermarine of Santa Monica, LP, a California limited partnership.

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“Supermarine of Stewart” means Supermarine of Stewart, LLC, a Delaware limited liability company.

“Supermarine Pro Forma Schedules” has the meaning specified in Section 4.4(f) of this Agreement.

“Supermarine Pro Forma Schedules” has the meaning specified in Section 4.4(f) of this Agreement.

“Supermarine Purchase Agreements” means, collectively, (i) the Business Purchase Agreement, entered into as of December 21, 2006, by and among David G. Price, individually and as trustee for the David G. Price 2006 Family Trust dated January 13, 2006, Dallas P. Price-Van Breda, individually and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3, 2006, and Supermarine Aviation, Limited, each as a seller, and Macquarie FBO Holdings LLC, as the buyer; and (ii) the Membership Interest Purchase Agreement, entered into as of December 21, 2006, by and among David G. Price, as the seller, and Macquarie FBO Holdings LLC, as the buyer.

“Tax” or “Taxes” means all present or future fees, taxes (including 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.

“Technical Advisor” means Leigh Fisher Associates, a division of Jacobs Consulting Inc., or any other firm reasonably acceptable to the Borrower as the Administrative Agent shall designate.

“Term Loan” has the meaning specified in Section 2.1(a) of this Agreement.

“Term Loan Borrowing” means the borrowing consisting of Term Loans made or to be made by the Term Loan Lenders pursuant to this Agreement.

“Term Loan Borrowing Request” means a request by the Borrower for a Term Loan Borrowing in accordance with Section 2.1 of this Agreement.

“Term Loan Commitment” means, with respect to each Term Loan Lender, the Refinancing Term Loan Commitment, the Trajen Acquisition Term Loan Commitment and the Supermarine Acquisition Term Loan Commitment.

“Term Loan Commitment Period” means the Refinancing Term Loan Commitment Period, the Trajen Acquisition Term Loan Commitment Period and the Supermarine Acquisition Term Loan Commitment Period.

“Term Loan Lender” means (a) on the Closing Date, the holders of Term Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Term Loan Commitments after giving effect to any assignments permitted by Section 10.4 of this Agreement.

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“Total Funded Debt” means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a consolidated basis, the outstanding Obligations under this Agreement.

“Trajen” means Trajen Holdings, Inc., a Delaware corporation.

“Trajen Acquisition” means the consummation of the purchase of all of the outstanding Equity Securities of Trajen by the Investor pursuant to the Trajen Purchase Agreement (as defined in Schedule A-3 hereto) and the assignment of 100% of the ownership interest in such Equity Securities by the Investor to the Borrower.

“Trajen Acquisition Term Loan” has the meaning specified in Section 2.1(a) of this Agreement.

“Trajen Acquisition Term Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Trajen Acquisition Term Loans to the Borrower pursuant to Section 2.1 of this Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “Trajen Acquisition Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Trajen Acquisition Term Loan Commitment Period” means, with respect to the Trajen Acquisition Term Loan Commitments, the period from and including the Closing Date (as defined in this Agreement) to the earliest to occur of (a) December 31, 2006, (b) the date on which the Available Acquisition Term Loan Commitments are reduced to zero, and (c) the date of termination of the aggregate Acquisition Term Loan Commitments.

“Trajen Acquisition Term Loan Disbursement Date” means the date of the Borrowing of Trajen Acquisition Term Loans the proceeds of which will finance a portion of the acquisition and related costs in connection with the Trajen Acquisition.

“Trajen Acquisition Term Loan Lender” means (a) on the Closing Date, the holders of the Trajen Acquisition Term Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Trajen Acquisition Term Loan Commitments after giving effect to any assignments permitted by Section 10.4 of this Agreement.

“Trajen FBO Leases” means, collectively, the leases or use agreements with or on behalf of the relevant Airport Authorities, and other real property leases and related agreements with the relevant Airport Authorities associated therewith, relating to the fixed base operations of Trajen and any of Trajen's Subsidiaries, as set forth in Schedule A-1.

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“Trajen Intellectual Property Security Agreement” has the meaning specified in Section 4.3(a)(i)(D) of this Agreement.

“Trajen Pro Forma Schedules” has the meaning specified in Section 4.2(f) of this Agreement.

“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.

“Uniform Commercial Code” or “UCC” means the New York Uniform Commercial Code, as in effect from time to time.

“Waiver and Amendment” means the Waiver and Second Amendment to Amended and Restated Loan Agreement (Supermarine Acquisition Facility), dated as of February 13, 2007, among the Borrower, the Lenders signatory thereto and the Administrative Agent.

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).

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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.

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ATTACHMENT IV

Schedule 2.1

to Loan Agreement

Commitments and Pro Rata Shares

Lender	Term Loan Commitment	Term Loan Pro Rata Share	Revolving Loan Commitment	Revolving Loan Pro Rata Share
Mizuho Corporate Bank, Ltd.	$63,333,333.34	12.36%	$5,000,000	100.00%
Bayerische Landesbank	$68,333,333.33	13.33%	$0	0.00%
The Governor and Company Bank of Ireland	$68,333,333.33	13.33%	$0	0.00%
Macquarie Bank Limited	$50,000,000.00	9.76%	$0	0.00%
Hypo Public Finance USA, Inc.	57,500,000.00	11.22%	$0	0.00%
DekaBank Deutsche Girozentrale	50,000,000.00	9.76%	$0	0.00%
Norddeutsche Landesbank Girozentrale	57,500,000.00	11.22%	$0	0.00%
Landesbank Hessen-Thüringen Girozentrale	30,000,000.00	5.85%	$0	0.00%
Lloyds TSB Bank plc	20,000,000.00	3.90%	$0	0.00%
United Overseas Bank Limited	10,000,000.00	1.95%	$0	0.00%
Banco Santander Central Hispano, S.A., New York Branch	37,500,000.00	7.32%	$0	0.00%
Total	$512,500,000.00	100%	$5,000,000	100%

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EX-10.3

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Francis T. Joyce, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.   The registrant’s other certifying officers 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.

Dated: May 8, 2007

/s/  Francis T. Joyce

Francis T. Joyce

Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Todd Weintraub, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.   The registrant’s other certifying officers 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.

Dated: May 8, 2007

/s/ Todd Weintraub

Todd Weintraub

Principal Accounting 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 March 31, 2007, 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

    May 8, 2007

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 March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis T. Joyce, 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/  Francis T. Joyce

Francis T. Joyce

Chief Financial Officer

    May 8, 2007

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.