10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 

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

For the Quarterly Period Ended September 30, 2007

OR

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

For the Transition Period from  to 

Commission File Number: 001-32384

 

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 registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x NO o

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

Large Accelerated Filer x	Accelerated Filer o	Non-accelerated Filer o

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

There were 44,938,380 limited liability company interests without par value outstanding at November 5, 2007.

MACQUARIE INFRASTRUCTURE COMPANY LLC

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		1
Consolidated Condensed Balance Sheets as of September 30, 2007 (Unaudited) and December 31, 2006		1
Consolidated Condensed Statements of Operations for the Quarters and Nine Months Ended September 30, 2007 and 2006 (Unaudited)		3
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 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		28
Item 3. Quantitative and Qualitative Disclosure About Market Risk		57
Item 4. Controls and Procedures		59
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		60
Item 1A. Risk Factors		60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		60
Item 3. Defaults Upon Senior Securities		60
Item 4. Submission of Matters to a Vote of Security Holders		60
Item 5. Other Information		60
Item 6. Exhibits		60

Investments in Macquarie Infrastructure Company LLC 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 LLC or the repayment of capital from Macquarie Infrastructure Company LLC.

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED BALANCE SHEETS
As of September 30, 2007 and December 31, 2006
($ In Thousands, Except Share Amounts)

	September 30, 2007		December 31, 2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	72,756	$	37,388
Restricted cash		1,616		1,216
Accounts receivable, less allowance for doubtful accounts of $1,937 and $1,435, respectively		90,726		56,785
Dividends receivable		7,000		7,000
Other receivables		11		87,973
Inventories		16,255		12,793
Prepaid expenses		9,965		6,887
Deferred income taxes		2,841		2,411
Income tax receivable		—		2,913
Fair value of derivative instruments		2,281		632
Other		11,877		14,968
Total current assets		215,328		230,966
Property, equipment, land and leasehold improvements, net		661,036		522,759
Restricted cash		26,528		23,666
Equipment lease receivables		39,482		41,305
Investment in unconsolidated business		219,300		239,632
Goodwill		769,721		485,986
Intangible assets, net		862,522		526,759
Deposits and deferred costs on acquisitions		—		579
Deferred financing costs, net of accumulated amortization		21,908		20,875
Fair value of derivative instruments		1,036		2,252
Other		5,272		2,754
Total assets	$	2,822,133	$	2,097,533

 
 
See accompanying notes to the consolidated condensed financial statements.

1

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED BALANCE SHEETS – (continued)
As of September 30, 2007 and December 31, 2006
($ In Thousands, Except Share Amounts)

	September 30, 2007			December 31, 2006
		(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Due to manager – related party	$	48,490		$	4,284
Accounts payable		57,499			29,819
Accrued expenses		28,668			19,780
Current portion of notes payable and capital leases		3,979			4,683
Current portion of long-term debt		60,160			3,754
Fair value of derivative instruments		1,060			3,286
Deferred income		5,619			1,403
Income taxes payable		4,272			—
Other		9,621			5,130
Total current liabilities		219,368			72,139
Capital leases and notes payable, net of current portion		3,544			3,135
Long-term debt, net of current portion – see Note 13, Related Party Transactions		1,305,079			959,906
Deferred income taxes		221,880			163,923
Fair value of derivative instruments		12,887			453
Other		29,221			25,371
Total liabilities		1,791,979			1,224,927
Minority interests		35,934			8,181
Stockholders’ equity:
LLC interests, no par value; 500,000,000 authorized; 43,766,877 interests issued and outstanding at September 30, 2007 and Trust Stock, no par value; 500,000,000 authorized; 37,562,165 shares issued and outstanding at December 31, 2006		1,036,978			864,233
Accumulated other comprehensive (loss) income		(7,195	)		192
Accumulated loss		(35,563	)		—
Total stockholders’ equity		994,220			864,425
Total liabilities and stockholders’ equity	$	2,822,133		$	2,097,533

 
 
See accompanying notes to the consolidated condensed financial statements.

2

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Quarters and Nine Months Ended September 30, 2007 and 2006
(Unaudited)
($ In Thousands, Except Share and Per Share Data)

	Quarter Ended						Nine Months Ended
	September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006
Revenues
Revenue from product sales	$	145,605		$	105,557		$	371,062		$	204,691
Service revenue		74,700			56,430			192,947			147,060
Financing and equipment lease income		1,221			1,273			3,704			3,856
Total revenue		221,526			163,260			567,713			355,607
Costs and expenses
Cost of product sales		96,220			73,326			241,825			135,370
Cost of services		31,075			26,541			80,740			70,205
Selling, general and administrative		50,632			35,107			128,174			82,806
Fees to manager – related party		5,437			3,955			59,962			14,151
Depreciation		5,035			4,138			13,088			7,969
Amortization of intangibles		9,219			6,385			23,151			13,411
Total operating expenses		197,618			149,452			546,940			323,912
Operating income		23,908			13,808			20,773			31,695
Other income (expense)
Dividend income		—			3,393			—			8,395
Interest income		2,062			849			4,986			3,731
Interest expense		(21,779	)		(25,801	)		(57,050	)		(57,068	)
Loss on extinguishment of debt		(17,708	)		—			(17,708	)		—
Equity in (losses) earnings and amortization charges of investees		(1,659	)		1,734			661			7,302
(Loss) gain on derivative instruments		(2,227	)		(17,066	)		(1,566	)		3,096
Gain on sale of marketable securities		—			7,005			—			7,005
Other income (expense), net		296			(348	)		(348	)		(421	)
Net (loss) income before income taxes and minority interests		(17,107	)		(16,426	)		(50,252	)		3,735
(Provision) benefit for income taxes		(971	)		6,270			14,907			3,259
Net (loss) income before minority interests		(18,078	)		(10,156	)		(35,345	)		6,994
Minority interests		(86	)		(138	)		(183	)		14
Net (loss) income	$	(17,992	)	$	(10,018	)	$	(35,162	)	$	6,980
Basic (loss) earnings per share:	$	(0.41	)	$	(0.37	)	$	(0.89	)	$	0.26
Weighted average number of shares outstanding: basic		43,357,300			27,212,165			39,515,104			27,108,962
Diluted (loss) earnings per share:	$	(0.41	)	$	(0.37	)	$	(0.89	)	$	0.26
Weighted average number of shares outstanding: diluted		43,357,300			27,212,165			39,515,104			27,125,833
Cash distributions declared per share	$	0.605		$	0.525		$	1.765		$	1.525

 
 
See accompanying notes to the consolidated condensed financial statements.

3

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2007 and 2006
(Unaudited)
($ In Thousands)

	Nine Months Ended
	September 30, 2007			September 30, 2006
Operating activities
Net (loss) income	$	(35,162	)	$	6,980
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		20,695			14,851
Amortization of intangible assets		23,151			13,411
Equity in earnings and amortization charges of investee		(661	)		(7,302	)
Equity distributions from investee		661			5,500
Gain on sale of marketable securities		—			(7,005	)
Amortization of finance charges		4,505			3,849
Non-cash derivative (gain) loss, net of non-cash interest expense		(276	)		1,342
Performance fees to be settled in stock		43,962			4,134
Equipment lease receivable, net		1,838			1,422
Deferred rent		1,864			1,811
Deferred taxes		(19,771	)		(5,091	)
Other non-cash expenses, net		1,141			1,425
Non-operating transactions relating to foreign investments		2,847			—
Loss on extinguishment of debt		17,708			—
Accrued interest expense on subordinated debt – related party		—			797
Changes in other assets and liabilities:
Restricted cash		(399	)		4,705
Accounts receivable		(9,556	)		(5,824	)
Dividend receivable		—			2,365
Inventories		(348	)		1,348
Prepaid expenses and other current assets		1,623			(1,983	)
Accounts payable and accrued expenses		18,194			(9,758	)
Income taxes payable		5,177			1,083
Due to manager – related party		1,201			1,054
Other		1,249			1,986
Net cash provided by operating activities		79,643			31,100
Investing activities
Acquisitions of businesses and investments, net of cash acquired		(658,939	)		(849,306	)
Costs of dispositions		(322	)		—
Proceeds from sale of investment in unconsolidated business		84,977			—
Proceeds from sale of marketable securities		—			76,996
Settlements of non-hedging derivative instruments		(2,013	)		—
Purchases of property and equipment		(33,097	)		(11,427	)
Return of investment in unconsolidated business		20,339			6,226
Proceeds received on subordinated loan – related party		—			850
Net cash used in investing activities		(589,055	)		(776,661	)

 
 
See accompanying notes to the consolidated condensed financial statements.

4

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2007 and 2006
(Unaudited)
($ In Thousands)

	Nine Months Ended
	September 30, 2007			September 30, 2006
Financing activities
Proceeds from issuance of shares	$	252,739		$	—
Proceeds from long-term debt		456,625			535,000
Proceeds from line-credit facility		64,603			455,766
Offering costs paid		(11,150	)		—
Distributions paid to shareholders		(70,051	)		(41,345	)
Distributions paid to minority shareholders		(464	)		(291	)
Payment of long-term debt		(120,115	)		(260,742	)
Debt financing costs		(8,057	)		(14,014	)
Make-whole payment under refinancing		(14,695	)		—
Restricted cash		(2,863	)		(5,130	)
Payment of notes and capital lease obligations		(1,792	)		(1,438	)
Net cash provided by financing activities		544,780			667,806
Effect of exchange rate changes on cash		—			556
Net change in cash and cash equivalents		35,368			(77,199	)
Cash and cash equivalents, beginning of period		37,388			115,163
Cash and cash equivalents, end of period	$	72,756		$	37,964
Supplemental disclosures of cash flow information:
Non-cash investing and financing activities:
Accrued acquisition and equity offering costs	$	683		$	368
Accrued purchases of property and equipment	$	2,695		$	224
Acquisition of property through capital leases	$	30		$	2,180
Issuance of stock to manager for payment of performance fees	$	957		$	4,134
Issuance of stock to independent directors	$	450		$	450
Taxes paid	$	2,525		$	1,075
Interest paid	$	66,244		$	46,987

 
 
See accompanying notes to the consolidated condensed financial statements.

5

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Description of Business

Macquarie Infrastructure Company LLC, a Delaware limited liability company, was formed on April 13, 2004. Macquarie Infrastructure Company LLC, both on an individual entity basis and together with its wholly owned subsidiaries, is referred to in these financial statements as the Company. The Company owns, operates and invests in a diversified group of infrastructure businesses in the United States and other developed countries. Prior to December 21, 2004, the Company 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 Group Limited, Macquarie Bank Limited and their subsidiaries and affiliates worldwide. Macquarie Group Limited and Macquarie Bank Limited are headquartered in Australia and are listed on the Australian Stock Exchange.

Macquarie Infrastructure Company Trust, or the Trust, a Delaware statutory trust, was also formed on April 13, 2004. On June 25, 2007, all of the outstanding shares of trust stock issued by the Trust were exchanged for an equal number of limited liability company, or LLC, interests in the Company, and the Trust was dissolved. Prior to this exchange of trust stock for LLC interests and the dissolution of the Trust, all interests in the Company were held by the Trust. The Company continues to be an 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 a 50% interest in a bulk liquid storage terminal business, through the Company’s wholly-owned subsidiary, Macquarie Infrastructure Company Inc., or 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 nine months ended September 30, 2007, the Company’s major acquisitions were as follows:

(i) On May 30, 2007, the Company completed the acquisition of 100% of the interests in entities that own and operate two FBOs at Stewart International Airport in New York and Santa Monica Municipal Airport in California, together referred to as “Supermarine”.

(ii) On August 9, 2007, the Company completed the acquisition of approximately 89% of the equity of Mercury Air Center, Inc., or Mercury, which owns and operates 24 FBOs in the United States. Subsequent to September 30, 2007, the Company acquired the remaining 11% of the equity in October 2007.

(iii) On August 17, 2007, the Company completed the acquisition of 100% of the membership interests in SJJC Aviation Services, LLC, or San Jose, which owns and operates the two FBOs at San Jose Mineta International Airport.

6

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Description of Business  – (continued)

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.

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 and nine months ended September 30, 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. Certain reclassifications were made to the financial statements for the prior period to conform to current year presentation.

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 increased 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.

7

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

4. (Loss) Earnings Per Share

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

	Quarter Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Weighted average number of shares outstanding: basic		43,357,300		27,212,165		39,515,104		27,108,962
Dilutive effect of restricted stock unit grants		—		—		—		16,871
Weighted average number of shares outstanding: diluted		43,357,300		27,212,165		39,515,104		27,125,833

The stock grants provided to our independent directors on May 25, 2006 and May 24, 2007 were anti-dilutive for the quarter ended September 30, 2006 and quarter and nine months ended September 30, 2007 due to the Company’s net loss for these periods.

The effect of potentially dilutive shares for the nine months ended September 30, 2006 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. Acquisitions

Supermarine FBOs

On May 30, 2007, the Company’s airport services business completed the acquisition of 100% of the interests in entities that own and operate two FBOs at Santa Monica Municipal Airport in Santa Monica, California and Stewart International Airport in New Windsor, New York (together referred to as “Supermarine”).

The cost of the acquisition, including transaction costs, was $89.5 million. In addition, the Company incurred debt financing costs of $520,000, pre-funding of capital expenditures and integration costs of $300,000 and provided for a debt service reserve of $454,000. The Company financed the acquisition with $32.5 million of borrowings under an expansion of the airport services business credit facility, and the remainder with cash. Refer to Note 8, Long-Term Debt, for further details of the additional term loan facility.

Macquarie Securities (USA) Inc., or MSUSA, a subsidiary within the Macquarie Bank Limited group of companies, acted as financial advisor to the Company on the acquisition, as well as on the financing of the transaction. Total fees of $1.5 million were paid for these services and are included within the cost of acquisition disclosed above.

The acquisition has been accounted for under the purchase method of accounting. Accordingly, the results of operations of Supermarine are included in the accompanying consolidated condensed statements of operations and as a component of the Company’s airport services business segment since May 30, 2007.

8

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

5. Acquisitions  – (continued)

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

Current assets	$	3,230
Property, equipment and leasehold improvements		19,803
Intangible assets:
Customer relationships		1,600
Contract rights		37,900
Non-compete agreements		1,100
Goodwill		27,092
Other assets		81
Total assets acquired		90,806
Current liabilities		1,206
Other liabilities		59
Net assets acquired	$	89,541

The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analysis of expected future cash flows to be generated by the business.

The Company allocated $1.6 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a nine-year period.

Mercury FBOs

On August 9, 2007, the Company’s airport services business completed the acquisition of approximately 89% of the equity of Mercury Air Center Inc. Mercury owns and operates 24 FBOs in the United States.

The cost of the acquisition, including transaction costs, was $419.0 million. In addition, the Company incurred debt financing costs of $1.7 million, pre-funding of capital expenditures and integration costs of $5.5 million and provided for a debt service reserve of $3.3 million. The Company financed the acquisition with $192.0 million of borrowings under a new credit facility and the remainder with cash proceeds received from an equity offering of the Company, which was completed in July 2007. Refer to Note 8, Long-Term Debt, for further details of the additional term loan facility and to Note 11, Stockholders’ Equity, for further details of the equity offering.

MSUSA acted as financial advisor to the Company on the acquisition. Total fees of $5.2 million were paid for these services and are included within the cost of acquisition disclosed above.

At September 30, 2007, the remaining 11% of Mercury’s equity was held by an external shareholder in the form of voting preferred shares. These preferred shares of $28.4 million have an 18% preferred stock dividend rate and are included in minority interests in our consolidated condensed balance sheet. In October 2007, the Company exercised its call option over the remaining 11% of the equity in Mercury and acquired the outstanding preferred shares. The Company made payments of $28.7 million to exercise this option, including a payment of $354,000 to MSUSA in advisory fees. The Company initially financed the acquisition of the preferred stock with cash proceeds from the MIC Inc. acquisition credit facility. The acquisition credit facility was repaid with proceeds from the airport services business debt refinancing — refer to Note 8, Long-Term Debt and Note 17, Subsequent Events, for details.

9

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

5. Acquisitions  – (continued)

The acquisition has been accounted for under the purchase method of accounting. Accordingly, the results of operations of Mercury are included in the accompanying consolidated condensed statements of operations and as a component of the Company’s airport services business segment since August 9, 2007.

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

Current assets	$	19,817
Fair value of derivative instruments		27,200
Property, equipment and leasehold improvements		71,400
Intangible assets:
Customer relationships		14,200
Contract rights		198,100
Non-compete agreements		1,200
Goodwill		211,277
Other assets		3,308
Total assets acquired		546,502
Current liabilities		14,482
Deferred income taxes		83,613
Other liabilities		1,030
Minority interests		28,400
Net assets acquired	$	418,977

The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analysis of expected future cash flows to be generated by the business.

The Company allocated $14.2 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a nine-year period.

San Jose FBOs

On August 17, 2007, the Company’s airport services business completed the acquisition of 100% of SJJC Aviation Services LLC, or San Jose, which owns and operates two FBOs at San Jose Mineta International Airport.

The cost of the acquisition, including transaction costs, was $159.7 million plus $25.5 million for an option. In addition, the Company incurred debt financing costs of $723,000, pre-funding of capital expenditures and integration costs of $2.0 million and provided for a debt service reserve of $1.5 million. The Company financed the acquisition with $80.0 million of borrowings under a new credit facility, $60.0 million from the MIC Inc. acquisition credit facility (which was repaid in October 2007 with proceeds from the refinancing of the airport services business’ debt) and the remainder with cash proceeds from the recent equity offering. Refer to Note 8, Long-Term Debt, for further details of the additional term loan facility and to Note 11, Stockholders’ Equity, for further details of the equity offering.

MSUSA acted as financial advisor to the Company on the acquisition. Total fees of $2.0 million were paid for these services and are included within the cost of acquisition disclosed above.

10

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

5. Acquisitions  – (continued)

The acquisition has been accounted for under the purchase method of accounting. Accordingly, the results of operations of San Jose are included in the accompanying consolidated condensed statements of operations and as a component of the Company’s airport services business segment since August 17, 2007.

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

Current assets	$	14,068
Property, equipment and leasehold improvements		32,257
Intangible assets:
Customer relationships		2,200
Contract rights		100,600
Non-compete agreements		2,000
Goodwill		44,375
Other assets		74
Total assets acquired		195,574
Current liabilities		9,671
Other liabilities		667
Net assets acquired	$	185,236

The Company paid more than the fair value of the underlying net assets as a result of the expectation of its ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analysis of expected future cash flows to be generated by the business. In addition to the $159.7 million paid for the acquisition, the net assets acquired above includes an additional $25.5 million in goodwill, representing the fair value of the option to acquire the San Jose FBOs recorded in Mercury’s opening balance sheet.

The Company allocated $2.2 million of the purchase price to customer relationships in accordance with EITF 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over a nine-year period.

11

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

5. Acquisitions  – (continued)

Pro Forma Information

The following unaudited pro forma information summarizes the results of operations for the quarter and nine months ended September 30, 2007 and 2006 as if the acquisitions of Supermarine, Mercury and San Jose had been completed at the beginning of the prior comparative period, January 1, 2006. The pro forma data combines the Company’s consolidated results with those of the acquired entities (prior to acquisition) for the periods shown. The results are adjusted for interest expense, amortization, depreciation and income taxes relating to the acquisitions. No effect has been given to cost reductions or operating synergies in this presentation. These pro forma amounts do not purport to be indicative of the results that would have actually been achieved if the acquisitions had occurred as of the beginning of the periods presented or that may be achieved in the future.

	Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
		($ In Thousands, Except Per Share Data)
Pro forma consolidated revenue	$	242,100		$	232,976		$	723,843		$	561,930
Pro forma consolidated net loss	$	(19,620	)	$	(16,404	)	$	(37,730	)	$	(4,803	)
Basic and diluted loss per share	$	(0.45	)	$	(0.60	)	$	(0.95	)	$	(0.18	)

6. Property, Equipment, Land and Leasehold Improvements

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

	September 30, 2007			December 31, 2006
		(Unaudited)
Land	$	63,275		$	63,275
Easements		5,624			5,624
Buildings		36,683			35,836
Leasehold and land improvements		255,051			166,490
Machinery and equipment		291,696			267,463
Furniture and fixtures		8,749			5,473
Construction in progress		61,387			20,196
Property held for future use		1,503			1,316
		723,968			565,673
Less: Accumulated depreciation		(62,932	)		(42,914	)
Property, equipment, land and leasehold improvements, net	$	661,036		$	522,759

12

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

7. Intangible Assets

Intangible assets consist of the following (in thousands):

	Weighted Average Life (Years)			September 30, 2007			December 31, 2006
					(Unaudited)
Contractual arrangements		30.6		$	795,972		$	459,373
Non-compete agreements		2.4			9,335			5,035
Customer relationships		10.1			84,785			66,840
Leasehold rights		12.2			8,359			8,359
Trade names		Indefinite	(1)		17,498			17,499
Domain names		Indefinite	(2)		2,108			2,092
Technology		5			460			460
					918,517			559,658
Less: Accumulated amortization					(55,995	)		(32,899	)
Intangible assets, net				$	862,522		$	526,759

(1) Trade names of $2.1 million are being amortized over a period within 1.5 years.

(2) Domain names of $334,000 are being amortized over a period within 4 years.

8. Long-Term Debt

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

	September 30, 2007		December 31, 2006
		(Unaudited)
MIC Inc. acquisition facility	$	60,000	$	—
Airport services		789,694		480,000
Gas production and distribution		164,000		162,000
District energy		150,000		120,000
Airport parking		201,545		201,660
		1,365,239		963,660
Less current portion		60,160		3,754
Long-term portion	$	1,305,079	$	959,906

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, which was drawn for $60.0 million in August 2007 to partially finance the acquisition of Mercury and a further $29.0 million in October 2007 for the exercise of the call option over the Mercury preferred shares. These drawdowns were subsequently repaid in October 2007 with proceeds from the airport services business debt refinancing — see below and refer to Note 17, Subsequent Events for further details.

Changes to the Company’s debt and credit facilities during the nine months ended September 30, 2007 are disclosed below.

Airport Services Business — Supermarine

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 Supermarine. The airport services business drew on this additional facility on May 30, 2007, when the acquisition closed. The interest rate on

13

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

8. Long-Term Debt  – (continued)

the facility remained the same, and repayment was due in 2010, but the facility was repaid in October 2007 with the airport services business refinancing, as discussed below.

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 (excluding the margin):

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

The swap was transferred to the airport services business at the completion of the acquisition on May 30, 2007.

Airport Services Business — Mercury

The airport services business entered a new credit facility to provide for $192.0 million of bridge term loan borrowings to partially finance the acquisition of Mercury and a $12.5 million working capital revolving facility. The airport services business drew on the term facility on August 9, 2007, when the acquisition closed. The terms of the facility required repayment in 2009, but the facility was repaid in October 2007 with the airport services business refinancing, as discussed below.

The floating interest rate was LIBOR with a 1.7% margin. To hedge the interest commitments under the term loan facility, MIC Inc. entered into swaps with Macquarie Bank Limited (listed first below) and other counterparties, fixing 100% of the term loan facility at the following rates (excluding the margin):

Start Date	End Date		Notional Amount		Rate
September 28, 2007		September 30, 2009	$	48.0 million		4.9925	%
September 28, 2007		September 30, 2009	$	48.0 million		5.0175	%
September 28, 2007		September 30, 2009	$	96.0 million		4.9925	%

The swaps were transferred to the airport services business at the completion of the acquisition on August 9, 2007.

Airport Services Business — San Jose

The airport services business entered a new credit facility to provide for $80.0 million of bridge term loan borrowings to partially finance the acquisition of San Jose and a $5.0 million working capital revolving facility. The airport services business drew on the term facility on August 17, 2007, when the acquisition closed. The terms of the facility required repayment in 2009, but the facility was repaid in October 2007 with the airport services business refinancing, as discussed below.

The floating interest rate was LIBOR with a 1.7% margin. To hedge the interest commitments under the term loan facility, MIC Inc. entered into a swap, fixing 100% of the term loan facility at the following rate (excluding the margin):

Start Date	End Date		Rate
September 28, 2007		September 30, 2009		5.4420	%

The swap was transferred to the airport services business at the completion of the acquisition on August 17, 2007.

Airport Services Business — Refinancing

On September 27, 2007, the airport services business entered a new credit facility to provide for $900.0 million of term loan borrowings, a $50.0 million capital expenditure facility and a $20.0 million

14

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

8. Long-Term Debt  – (continued)

revolving facility. The airport services business drew on the term facility on October 16, 2007, and repaid its existing $512.5 million term loan facility, the $192.0 million Mercury bridge facility, the $80.0 million San Jose bridge facility and the $89.0 million borrowed under the MIC Inc. acquisition credit facility. The proceeds from the new term loan were also used to pay for costs and expenses incurred in connection with the credit facility. Repayment of the new facility is due in 2014.

The floating interest rate is LIBOR with a 1.60% margin for years 1 to 5 and a 1.725% margin for years 6 to 7. In addition to the existing swaps, the airport services business entered an additional swap to fix 100% of the interest rate for the first five years of the term loan facility. Excluding the margin, the weighted average swap rate for the term loan facility over the five year period is approximately 5.18%. The following table shows the weighted average rates which fix the term facility, including the existing swaps, by period (excluding the margin):

Start Date	End Date		Average Rate
October 16, 2007		November 7, 2007		5.1167	%
November 7, 2007		September 30, 2009		5.1590	%
September 30, 2009		October 21, 2009		5.1608	%
October 21, 2009		December 14, 2010		5.2026	%
December 14, 2010		October 16, 2012		5.1925	%

District Energy Business — Refinancing

The district energy business entered a new credit facility to provide for $150.0 million of term loan borrowings, a $20.0 million capital expenditure facility and an $18.5 million revolver facility. The district energy business drew on the term facility on September 26, 2007, and applied the funds to repay its outstanding senior notes and revolver (including a $14.7 million make-whole payment, as defined in the senior notes agreement, in addition to accrued interest and fees) and transaction costs. The district energy business also utilized $7.1 million of the new revolving credit facility to issue existing letters of credit. Repayment of the term loan and capital expenditure facilities are due in 2014 and amounts drawn under the revolver facility are due in 2012.

The floating interest rate is LIBOR with a 0.9% margin. To hedge the interest commitments under the term loan facility, the district energy business entered into a swap, fixing 100% of the term loan facility at the following rate (excluding the margin):

Start Date	End Date		Rate
September 26, 2007		September 26, 2014		5.0740	%

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 are reported in other comprehensive income. Any ineffective portion on the change in the valuation of our derivatives is taken through earnings, and reported in the (loss) gain on derivative instruments line in the accompanying consolidated condensed statements of operations.

15

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

10. Comprehensive Loss

Total comprehensive loss for the quarter and nine months ended September 30, 2007 was $31.2 million and $42.5 million, respectively. These amounts are included in the accumulated other comprehensive (loss) income on the Company’s consolidated condensed balance sheet as of September 30, 2007. The difference between net loss of $18.0 million for the quarter ended September 30, 2007 and comprehensive loss is primarily attributable to an unrealized loss on derivative instruments of $13.2 million. The difference between net loss of $35.2 million for the nine months ended September 30, 2007 and comprehensive loss is primarily attributable to an unrealized loss on derivative instruments of $7.3 million.

11. Stockholders’ Equity

The Company is authorized to issue 500,000,000 LLC interests. Each outstanding LLC interest of the Company is entitled to one vote on any matter with respect to which holders of LLC interests are entitled to vote.

On June 25, 2007, all of the outstanding shares of trust stock issued by the Trust were exchanged for an equal number of LLC interests in the Company and the Trust was dissolved. Prior to this exchange and the dissolution of the Trust, all interests in the Company were held by the Trust.

Equity Offering

On June 28, 2007, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with MIMUSA and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Macquarie Securities (USA) Inc., as representatives of the underwriters named in the Purchase Agreement (the “Underwriters”), whereby the Company and MIMUSA agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, 5,701,000 LLC interests and 599,000 LLC interests, respectively, of the Company under the Company’s existing shelf registration statement (Registration No. 333-138010-01). Additionally, under the Purchase Agreement, the Company granted the Underwriters an option to purchase up to 945,000 additional LLC interests solely to cover overallotments.

The offering of the LLC interests was priced at $40.99 per share. The equity offering was completed in July 2007 and generated $223.8 million in proceeds to the Company, net of underwriting fees and expenses. In addition, the Underwriters exercised their overallotment option for 464,871 limited liability interests, generating $18.2 million in net proceeds, which the Company received in August 2007. The Company used the proceeds of the offering to partially finance the acquisition of Mercury and San Jose discussed in Note 5, Acquisitions.

Other LLC Interests Issued

On July 13, 2007, the Company issued 5,623 LLC interests to each of the three independent directors, upon vesting of outstanding restricted stock units granted under the Company’s Independent Directors’ Equity Plan.

On July 13, 2007, the Company issued 21,972 LLC interests to MIMUSA, for the $957,000 performance fee generated in the quarter ended March 31, 2007, following MIMUSA’s election to re-invest the performance fee in Company stock. Subsequent to September 30, 2007, the Company issued 1,171,503 LLC interests to MIMUSA, for the $43.0 million performance fee generated in the quarter ended June 30, 2007.

16

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

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.

The Company also has an investment in a bulk liquid storage terminal business. The Company completed its acquisition of a 50% interest in IMTT on May 1, 2006, which is accounted for under the equity method. For the quarter ended September 30, 2007, IMTT’s revenue, EBITDA, interest expense, depreciation and amortization, and cash paid for capital expenditures were $67.9 million, $11.6 million, $3.2 million, $8.9 million and $50.2 million, respectively. At September 30, 2007, IMTT’s total property, plant and equipment and total assets were $645.6 million and $790.7 million, respectively.

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 hangarage, airport management and other aviation services. All of the revenue of the airport services business is derived in the United States. Following the closing of the additional FBO acquisitions this year, the airport services business operates 68 FBOs and one heliport and manages six airports under management contracts as of September 30, 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 a 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 September 30, 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.

17

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

Revenue from external customers for the Company's reportable segments was as follows
(in thousands) (unaudited):

	For the Quarter Ended September 30, 2007
	Airport Services		Gas Production and Distribution		District Energy		Airport Parking		Total
Revenue from Product Sales
Product sales	$	104,513	$	41,092	$	—	$	—	$	145,605
		104,513		41,092		—		—		145,605
Service Revenue
Other services		39,072		—		671		—		39,743
Cooling capacity revenue		—		—		4,788		—		4,788
Cooling consumption revenue		—		—		10,760		—		10,760
Parking services		—		—		—		19,409		19,409
		39,072		—		16,219		19,409		74,700
Financing and Lease Income
Financing and equipment lease		—		—		1,221		—		1,221
		—		—		1,221		—		1,221
Total Revenue	$	143,585	$	41,092	$	17,440	$	19,409	$	221,526

	For the Quarter Ended September 30, 2006
	Airport Services		Gas Production and Distribution		District Energy		Airport Parking		Total
Revenue from Product Sales
Product sales	$	69,354	$	36,203	$	—	$	—	$	105,557
		69,354		36,203		—		—		105,557
Service Revenue
Other services		23,239		—		735		—		23,974
Cooling capacity revenue		—		—		4,422		—		4,422
Cooling consumption revenue		—		—		9,113		—		9,113
Parking services		—		—		—		18,921		18,921
		23,239		—		14,270		18,921		56,430
Financing and Lease Income
Financing and equipment lease		—		—		1,273		—		1,273
		—		—		1,273		—		1,273
Total Revenue	$	92,593	$	36,203	$	15,543	$	18,921	$	163,260

18

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

	For the Nine Months Ended September 30, 2007
	Airport Services		Gas Production and Distribution		District Energy		Airport Parking		Total
Revenue from Product Sales
Product sales	$	248,049	$	123,013	$	—	$	—	$	371,062
		248,049		123,013		—		—		371,062
Service Revenue
Other services		99,072		—		2,088		—		101,160
Cooling capacity revenue		—		—		14,077		—		14,077
Cooling consumption revenue		—		—		19,422		—		19,422
Parking services		—		—		—		58,288		58,288
		99,072		—		35,587		58,288		192,947
Financing and Lease Income
Financing and equipment lease		—		—		3,704		—		3,704
		—		—		3,704		—		3,704
Total Revenue	$	347,121	$	123,013	$	39,291	$	58,288	$	567,713

	For the Nine Months Ended September 30, 2006
	Airport Services		Gas Production and Distribution (1)		District Energy		Airport Parking		Total
Revenue from Product Sales
Product sales	$	157,644	$	47,047	$	—	$	—	$	204,691
		157,644		47,047		—		—		204,691
Service Revenue
Other services		59,072		—		2,371		—		61,443
Cooling capacity revenue		—		—		12,852		—		12,852
Cooling consumption revenue		—		—		15,846		—		15,846
Parking services		—		—		—		56,919		56,919
		59,072		—		31,069		56,919		147,060
Financing and Lease Income
Financing and equipment lease		—		—		3,856		—		3,856
		—		—		3,856		—		3,856
Total Revenue	$	216,716	$	47,047	$	34,925	$	56,919	$	355,607

(1) Represents revenue from the date of acquisition on June 7, 2006.

19

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the Company’s reportable segments were as follows (in thousands) (unaudited):

	Quarter Ended September 30, 2007
	Airport Services			Gas Production and Distribution			District Energy			Airport Parking			Total Reportable Segments
Net income (loss)(1)	$	4,205		$	595		$	(15,767	)	$	(1,045	)	$	(12,012	)
Interest income		(349	)		(46	)		(107	)		(60	)		(562	)
Interest expense		11,991			2,325			2,349			4,092			20,757
Income tax expense(1)		2,762			319			1,152			(828	)		3,405
Depreciation		3,601			1,434			1,446			1,184			7,665
Amortization of intangibles		7,955			214			345			705			9,219
EBITDA	$	30,165		$	4,841		$	(10,582	)	$	4,048		$	28,472

(1) Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation.

	Quarter Ended September 30, 2006
	Airport Services			Gas Production and Distribution			District Energy			Airport Parking			Total Reportable Segments
Net income (loss)(1)	$	(3,903	)	$	(4,497	)	$	820		$	(1,220	)	$	(8,800	)
Interest income		(168	)		(32	)		(80	)		(11	)		(291	)
Interest expense		7,995			2,476			2,185			4,870			17,526
Income tax expense(1)		(2,135	)		(3,004	)		468			(742	)		(5,413	)
Depreciation		2,701			1,437			1,427			996			6,561
Amortization of intangibles		5,346			222			345			472			6,385
EBITDA	$	9,836		$	(3,398	)	$	5,165		$	4,365		$	15,968

(1) Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation.

20

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

	Nine Months Ended September 30, 2007
	Airport Services			Gas Production and Distribution			District Energy			Airport Parking			Total Reportable Segments
Net income (loss)(1)	$	16,104		$	3,817		$	(15,399	)	$	(2,873	)	$	1,649
Interest income		(986	)		(122	)		(280	)		(208	)		(1,596	)
Interest expense		29,158			6,933			6,782			12,227			55,100
Income tax expense(1)		10,576			2,056			1,369			(2,280	)		11,721
Depreciation		8,685			4,403			4,317			3,289			20,694
Amortization of intangibles		19,288			642			1,023			2,198			23,151
EBITDA	$	82,825		$	17,729		$	(2,188	)	$	12,353		$	110,719

(1) Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation.

	Nine Months Ended September 30, 2006
	Airport Services			Gas Production and Distribution (1)			District Energy			Airport Parking			Total Reportable Segments
Net income (loss)(2)	$	7,046		$	465		$	702		$	(1,085	)	$	7,128
Interest income		(398	)		(39	)		(220	)		(86	)		(743	)
Interest expense		21,995			3,120			6,501			13,171			44,787
Income tax expense(2)		4,597			228			229			(785	)		4,269
Depreciation		6,157			1,812			4,277			2,605			14,851
Amortization of intangibles		10,761			277			1,023			1,350			13,411
EBITDA	$	50,158		$	5,863		$	12,512		$	15,170		$	83,703

(1) Includes results from the date of acquisition, June 7, 2006.

(2) Corporate allocation expense, and the federal tax effect, have been excluded from the above table as they are eliminated on consolidation.

21

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

Reconciliation of reportable segments EBITDA to consolidated net (loss) income before income taxes and minority interests (in thousands) (unaudited):

	Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Total reportable segments EBITDA	$	28,472		$	15,968		$	110,719		$	83,703
Interest income		2,062			849			4,986			3,731
Interest expense		(21,779	)		(25,801	)		(57,050	)		(57,068	)
Depreciation		(7,665	)		(6,561	)		(20,694	)		(14,851	)
Amortization of intangibles		(9,219	)		(6,385	)		(23,151	)		(13,411	)
Selling, general and administrative – corporate		(1,774	)		(2,238	)		(5,491	)		(6,694	)
Fees to manager		(5,437	)		(3,955	)		(59,962	)		(14,151	)
Equity in (losses) earnings and amortization charges of investees		(1,659	)		1,734			661			7,302
Dividends from investments		—			3,393			—			8,395
Gain on sale of marketable securities		—			7,005			—			7,005
		(16,999	)		(15,991	)		(49,982	)		3,961
Other income, net		(108	)		(435	)		(270	)		(226	)
Total consolidated net (loss) income before taxes and minority interests	$	(17,107	)	$	(16,426	)	$	(50,252	)	$	3,735

Capital expenditures for the Company’s reportable segments were as follows (in thousands) (unaudited):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Airport services	$	8,317	$	2,358	$	13,342	$	3,870
Gas production and distribution(1)		1,839		3,308		6,061		3,436
District energy		2,890		138		9,051		1,247
Airport parking		1,805		711		4,643		2,874
Total	$	14,851	$	6,515	$	33,097	$	11,427

(1) Includes capital expenditures from the date of acquisition, June 7, 2006.

22

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

12. Reportable Segments  – (continued)

Property, equipment, land and leasehold improvements and total assets for the Company’s reportable segments as of September 30 was as follows (in thousands) (unaudited):

	Property, Equipment, Land and Leasehold Improvements				Total Assets
	2007		2006		2007		2006
Airport services	$	279,685	$	148,095	$	1,757,355	$	948,925
Gas production and distribution		134,388		128,923		310,106		305,167
District energy		147,988		144,069		237,585		241,150
Airport parking		98,975		97,206		283,565		299,503
Total	$	661,036	$	518,293	$	2,588,611	$	1,794,745

Reconciliation of reportable segments total assets to consolidated total assets (in thousands) (unaudited):

	As of September 30,
	2007		2006
Total assets of reportable segments	$	2,588,611	$	1,794,745
Equity and cost investments:
Investment in IMTT		219,300		245,240
Investment in Yorkshire Link		—		77,966
Investment in SEW		—		38,433
Corporate and other		14,222		45,432
Total consolidated assets	$	2,822,133	$	2,201,816

13. Related Party Transactions

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

MIMUSA acquired 2,000,000 shares of trust 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, which were exchanged for LLC interests on June 25, 2007. Pursuant to the terms of the Management Agreement (discussed below), MIMUSA may sell up to 65% of these LLC interests 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). MIMUSA has also received additional shares of trust stock and LLC interests by reinvesting performance fees. As part of the equity offering which closed in July 2007, MIMUSA sold 599,000 of its shares at a price of $40.99 per share.

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 appoint the Chairman of the Board of the Company, and an alternate, subject to minimum equity ownership, and 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 Company's market capitalization and a performance fee, based on the performance of the Company’s 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 September 30, 2007, base management fees of $5.4 million were payable to MIMUSA. For the nine months ended September 30, 2007, base management and performance fees were $16.0 million and $44.0 million, respectively. The unpaid portion of the fees are

23

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

13. Related Party Transactions  – (continued)

included as due to manager in the accompanying consolidated condensed balance sheet at September 30, 2007. MIMUSA elected to reinvest the performance fees in shares of LLC interests, which were issued on July 13 ($957,000 performance fee for the first quarter of 2007) and October 1, 2007 ($43.0 million performance fee for the second quarter of 2007).

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 and nine months ended September 30, 2007, MIMUSA paid out of pocket expenses of $98,000 and $244,000, respectively, on the Company’s behalf which the Company reimbursed to MIMUSA, or accrued and included in due to manager in the accompanying consolidated condensed balance sheet at September 30, 2007.

Advisory and Other Services from the Macquarie Group

The Macquarie Group, through the holding company, MBL, and subsidiary company MSUSA, has provided various advisory and other services and incurred expenses in connection with the Company’s acquisitions, dispositions and underlying debt associated with the businesses, comprising the following (in thousands):

Nine Months Ended September 30, 2007

Acquisition of Supermarine
– advisory services from MSUSA	$	1,329
– debt arranging services from MSUSA		163
Acquisition of Mercury
– advisory services from MSUSA – before September 30, 2007		5,183
– advisory services from MSUSA – subsequent to September 30, 2007		354
Acquisition of San Jose
– advisory services from MSUSA		2,004
Refinancing of District Energy Business Debt
– debt arranging services from MSUSA		1,414
Refinancing of Airport Services Business Debt
– debt arranging services from MSUSA – subsequent to September 30, 2007		3,395

During the nine months ended September 30, 2007, the Company also paid 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.

MSUSA was also one of the underwriters for the Company’s equity offering in July 2007 and was due $2.0 million in underwriting fees, for which it received approximately $1.7 million net of costs.

24

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

13. Related Party Transactions  – (continued)

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):

Nine Months Ended September 30, 2007

Portion of loan facility commitment provided by MBL	$	50,000
Portion of loan outstanding from MBL, as at September 30, 2007		50,000
Interest expense on MBL portion of loan, nine months ended September 30, 2007		2,695
Financing fees paid to MBL from Mercury and San Jose acquisitions		200

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

Nine Months Ended September 30, 2007

Portion of revolving credit facility commitment provided by MBL, as at September 30, 2007	$	50,000
Portion of loan outstanding from MBL, as at September 30, 2007		10,000
Interest expense on MBL portion of loan, nine months ended September 30, 2007		103

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, which was originally $100.0 million.

Derivative Instruments and Hedging Activities

At September 30, 2007, MBL provided just under one-half of the interest rate swaps for the airport services business’ long-term debt and made net payments to the airport services business of $282,000 and $745,000, respectively, for the quarter and nine months ended September 30, 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 $78,000 and $219,000, respectively, for the quarter and nine months ended September 30, 2007.

14. Income Taxes

Through the year ended December 31, 2006, Macquarie Infrastructure Company Trust was classified as a grantor trust for U.S. federal income tax purposes, and therefore was not subject to income taxes. The Company was treated as a partnership for U.S. federal income tax purposes and was also not subject to income taxes. MIC Inc. and its wholly-owned subsidiaries are subject to income taxes. In connection with the dissolution of the Trust, the Company has agreed with the Internal Revenue Service, or IRS, that the Company will be treated as a corporation retroactive to January 1, 2007. As such, the Company will be subject to income taxes, and expects to file a consolidated federal income tax return with MIC Inc. and its wholly owned subsidiaries. The tax provision for the nine months ended September 30, 2007 includes a net benefit of approximately $550,000 attributable to the loss of MIC LLC for the quarter ended March 31, 2007, since under the terms of the agreement MIC LLC will be treated as a corporation retroactive to the beginning of 2007.

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 ending December 31, 2007. The Company

25

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

14. Income Taxes  – (continued)

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.

For 2006 and the first six months of 2007, the Company recorded deferred tax assets of approximately $2.4 million and $3.4 million respectively related to the excess of the tax basis over the carrying value of its investment in IMTT. The Company no longer believes the excess tax basis will reverse in the foreseeable future, therefore the tax provision for the quarter ended September 30, 2007, includes a charge of approximately $5.8 million to write-off these deferred tax assets.

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 September 30, 2007.

It is expected that the amount of unrecognized tax benefits will change in the next 12 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.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated condensed statements of operations, 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 September 30, 2007.

During the quarter ended June 30, 2007, the IRS completed its audit of the 2003 federal income tax return for a subsidiary of the Company’s airport services business. That audit did not result in a material assessment beyond the related reserve established as of January 1, 2007, upon the adoption of FIN 48. 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 that 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. There was no material change in the Company’s reserve for uncertain tax positions during the quarter ended September 30, 2007.

The Company does not expect a material change in its reserve for uncertain tax positions in the next 12 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. On May 3, 2007, the board of directors declared a distribution of $0.59 per share for the quarter ended March 31, 2007, which was paid on June 8, 2007 to holders of record on June 5, 2007. On August 7, 2007, the board of

26

MACQUARIE INFRASTRUCTURE COMPANY LLC
  
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

16. Distributions  – (continued)

directors declared a distribution of $0.605 per share for the quarter ended June 30, 2007 which was paid on September 11, 2007 to holders of record on September 6, 2007.

These distributions have been recorded as a reduction to share capital in the stockholders’ equity section of the accompanying consolidated condensed balance sheet at September 30, 2007.

17. Subsequent Events

Distributions

On November 6, 2007, the board of directors declared a distribution of $0.62 per share for the quarter ended September 30, 2007, payable on December 10, 2007 to holders of record on December 5, 2007.

LLC Interests Issued

As discussed in Note 11, Stockholders’ Equity, on October 1, 2007, the Company issued 1,171,503 LLC interests to MIMUSA, for the $43.0 million performance fee generated in the quarter ended June 30, 2007, following MIMUSA’s election to re-invest the performance fee in Company stock.

Mercury FBOs Call Option Exercise

As discussed in Note 5, Acquisitions, the Company exercised its call option over the remaining 11% of the equity in Mercury and acquired the outstanding preferred shares in October 2007. Advisory fees for this transaction paid to the Macquarie Group subsequent to September 30, 2007 are disclosed in Note 13, Related Party Transactions.

MIC Inc. Acquisition Facility

As discussed in Note 8, Long-Term Debt, MIC Inc. made an additional drawdown under its acquisition credit facility of $29.0 million in October 2007, and then repaid the outstanding balance of $89.0 million in October 2007 with proceeds from the airport services business refinancing, discussed below.

Airport Services Business Debt Refinancing

As discussed in Note 8, Long-Term Debt, on October 16, 2007, the airport services business drew $906.3 million under its new term loan and revolving facilities, repaid its existing credit facilities and made a distribution to MIC Inc. which enabled repayment of the outstanding balance of $89.0 million under the MIC Inc. acquisition credit facility. Debt arranging fees paid to the Macquarie Group subsequent to September 30, 2007 are disclosed in Note 13, Related Party Transactions.

27

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. They are an airport services business, a bulk liquid storage terminal business, a gas production and distribution business, a district energy business and an airport parking business. Each business provides basic, everyday services to customers in the U.S., such as gas for commercial and residential use and cold water for cooling high-rise buildings. Our businesses are further characterized by their long-lived physical assets and preferred position in their respective markets. As a result of these characteristics our businesses tend to generate sustainable and growing long-term cash flows. We operate and finance our businesses in a manner that maximizes these cash flows.

On June 25, 2007, all of the outstanding shares of trust stock issued by Macquarie Infrastructure Company Trust, or the Trust, were exchanged for an equal number of limited liability company interests in Macquarie Infrastructure Company LLC, or the Company, and the Trust was dissolved. Prior to this exchange and the dissolution of the Trust, all interests in the Company were held by the Trust.

We are dependent upon cash distributions from our businesses and investments to meet our corporate overhead and management fee expenses and to pay distributions. 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 to holders of LLC interests (previously 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, which was paid on June 8, 2007 to holders of record on June 5, 2007. On August 7, 2007, the board of directors declared a distribution of $0.605 per share for the quarter ended June 30, 2007, which was paid on September 11, 2007 to holders of record on September 6, 2007. On November 6, 2007 the board declared a distribution of $0.62 per share for the quarter ended September 30, 2007, payable on December 10, 2007 to holders of record on December 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 designated as hedging instruments that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in other comprehensive income. Any ineffective portion on the change in the valuation of our derivatives is taken through earnings, and reported in the gain on derivative instruments line in our consolidated condensed statements of operations.

Tax Treatment of Distributions

Through the year ended December 31, 2006, each holder of the Trust’s stock was 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 have equaled the cash distributions to shareholders.

The agreement reached with the Internal Revenue Service, or IRS, referred to in Note 14, Income Taxes, to our consolidated condensed financial statements in Part I, Item I of this Form 10-Q, will cause the Company to be treated as a corporation for federal income tax purposes beginning January 1, 2007. For tax

28

year 2007 shareholders will need to include in taxable income the portion of our distributions that is characterized as a dividend. It is likely that a substantial portion of our distributions will be characterized as return of capital for tax purposes and will result in an adjustment to the shareholder’s basis rather than taxable income.

The portion of our distributions that will be treated as dividends for U.S. federal income tax purposes is subject to a number of uncertainties. We currently anticipate that all of our regular distributions that are treated as dividends for U.S. federal income tax purposes will be eligible for treatment as qualified dividend income, subject to the shareholder having met the holding period requirements as defined by the IRS.

Equity Offering

Following the end of second quarter 2007, we completed an offering of an aggregate of 5,701,000 limited liability interests at a price of $40.99 per interest, for which we received proceeds of $223.8 million net of underwriting fees and expenses. In addition, on July 27, 2007, the Underwriters exercised their overallotment option for 464,871 limited liability interests, generating a further approximately $18.2 million in net proceeds. The proceeds of the offering were used to partially finance the acquisition of Mercury and San Jose (discussed below under “Acquisitions and Dispositions — Airport Services Business”).

Acquisitions and Dispositions

Results of operations for acquisitions by the airport services business and our acquisition of TGC are included in our consolidated results from their respective dates of acquisition. The results of the operations of IMTT Holdings Inc. are not included in our consolidated results, but our share of net income from the investment in the business is reflected in our equity in (losses) 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 the 2006 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.

On May 30, 2007, our airport services business completed the acquisition of 100% of the interests in entities that own and operate the FBOs at Stewart International Airport in New York and Santa Monica Airport in California (together referred to as “Supermarine”).

On August 9, 2007, our airport services business completed the acquisition of approximately 89% of the equity of Mercury Air Center, Inc., or Mercury, which owns and operates 24 FBOs in the United States. In October 2007, we exercised our option to acquire the remaining 11% of equity, in the form of preferred shares.

On August 17, 2007, our airport services business completed the acquisition of 100% of the membership interests in SJJC Aviation Services, LLC, or San Jose, which owns and operates the two FBOs at San Jose Mineta International Airport.

With these acquisitions, our airport services business owns and operates a network of 68 FBOs and one heliport in the United States, the 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 the largest 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.

29

Dispositions

On August 17, 2006, we sold our 16,517,413 stapled securities of Macquarie Communications Infrastructure Group (ASX: MCG), or MCG, for $76.4 million and recognized a gain on sale of $6.7 million. On October 2, 2006, we sold our 17.5% minority interest in the holding company for South East Water, or SEW, to HDF (UK) Holdings Limited and received net proceeds on the sale of approximately $89.5 million and recognized a gain on sale of $49.9 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. The gain on sale recognized in 2006 was $3.4 million.

Results of Operations

Except as noted, all discussion and analysis relates to both the quarter and nine-month periods.

Key Factors Affecting Operating Results

• positive contributions from our acquisitions including:

• acquisition of 51 FBOs acquired since July 2006;

• the acquisition of 50% of IMTT in May 2006, and its declaration of a $7.0 million dividend each quarter since the second quarter of 2006. Our investment in IMTT is accounted for using the equity method. As a result, a large portion of the dividends from IMTT increase our cash flow from investing activities but are not included in our statements of operations;

• the acquisition of TGC in June 2006;

• increased gross profit from our airport services business;

• higher base management fees due to our increased market capitalization;

• substantially higher performance fees for the nine-month period due to the out performance of our stock price compared with the benchmark indices, all of which have been reinvested in additional LLC interests and therefore have no effect on cash available for distribution as dividends; and

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

30

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

	Quarter Ended September 30,												Nine Months Ended September 30,
	2007			2006			Change						2007			2006			Change
							$			%									$			%
Revenue
Revenue from product sales	$	145,605		$	105,557			40,048			37.9		$	371,062		$	204,691			166,371			81.3
Service revenue		74,700			56,430			18,270			32.4			192,947			147,060			45,887			31.2
Financing and equipment lease income		1,221			1,273			(52	)		(4.1	)		3,704			3,856			(152	)		(3.9	)
Total revenue		221,526			163,260			58,266			35.7			567,713			355,607			212,106			59.6
Costs and expenses
Cost of product sales		96,220			73,326			(22,894	)		(31.2	)		241,825			135,370			(106,455	)		(78.6	)
Cost of services		31,075			26,541			(4,534	)		(17.1	)		80,740			70,205			(10,535	)		(15.0	)
Gross profit		94,231			63,393			(30,838	)		(48.6	)		245,148			150,032			(95,116	)		(63.4	)
Selling, general and administrative		50,632			35,107			(15,525	)		(44.2	)		128,174			82,806			(45,368	)		(54.8	)
Fees to manager		5,437			3,955			(1,482	)		(37.5	)		59,962			14,151			(45,811	)		NM
Depreciation		5,035			4,138			(897	)		(21.7	)		13,088			7,969			(5,119	)		(64.2	)
Amortization of intangibles		9,219			6,385			(2,834	)		(44.4	)		23,151			13,411			(9,740	)		(72.6	)
Total operating expenses		70,323			49,585			(20,738	)		(41.8	)		224,375			118,337			(106,038	)		(89.6	)
Operating income		23,908			13,808			10,100			73.1			20,773			31,695			(10,922	)		(34.5	)
Other income (expense)
Dividend income		—			3,393			(3,393	)		(100.0	)		—			8,395			(8,395	)		(100.0	)
Interest income		2,062			849			1,213			142.9			4,986			3,731			1,255			33.6
Interest expense		(21,779	)		(25,801	)		4,022			15.6			(57,050	)		(57,068	)		18			NM
Loss on extinguishment of debt		(17,708	)		—			(17,708	)		NM			(17,708	)		—			(17,708	)		NM
Equity in (losses) earnings and amortization charges of investees		(1,659	)		1,734			(3,393	)		(195.7	)		661			7,302			(6,641	)		(90.9	)
(Loss) gain on derivative instruments		(2,227	)		(17,066	)		14,839			87.0			(1,566	)		3,096			(4,662	)		(150.6	)
Other income (expense), net		296			6,657			(6,361	)		(95.6	)		(348	)		6,584			(6,932	)		(105.3	)
Net (loss) income before income taxes and minority interests		(17,107	)		(16,426	)		(681	)		(4.1	)		(50,252	)		3,735			(53,987	)		NM
(Provision) benefit for income taxes		(971	)		6,270			(7,241	)		(115.5	)		14,907			3,259			11,648			NM
Net (loss) income before minority interests		(18,078	)		(10,156	)		(7,922	)		(78.0	)		(35,345	)		6,994			(42,339	)		NM
Minority interests		(86	)		(138	)		52			37.7			(183	)		14			(197	)		NM
Net (loss) income	$	(17,992	)	$	(10,018	)		(7,974	)		(79.6	)	$	(35,162	)	$	6,980			(42,142	)		NM

NM – Not meaningful

31

Gross Profit and Selling, General and Administrative Expenses

The increase in our consolidated gross profit and selling, general and administrative expenses was due primarily to the acquisitions of Mercury and San Jose in August 2007, Supermarine in May 2007, Trajen in July 2006 and TGC in June 2006 and growth in existing businesses, particularly our airport services business.

Fees to Manager

The nine months ended September 30, 2007 includes $44.0 million in performance fees earned by our manager, MIMUSA, in the first two quarters of 2007. The nine months ended September 30, 2006 includes $4.1 million in performance fees from the first quarter of 2006. MIMUSA elected to reinvest these performance fees in shares of LLC interests. The remainder of the fees comprises base fees, which are higher due to an increase in our market capitalization.

Other Income (Expense)

Our dividend income in 2006 consisted of distributions from our investments in MCG and SEW, which we sold in the third and fourth quarters of 2006, respectively.

Loss on extinguishment of debt comprises a $14.7 million make-whole payment and $3.0 million write-off of deferred financing costs in connection with the refinancing of our district energy business’s debt facilities in September 2007.

Interest expense increased due mostly to a higher level of debt in 2007, primarily from the aforementioned acquisitions.

Our equity in (losses) earnings and amortization charges of investees comprises our equity in the earnings on our Yorkshire Link investment and investment in IMTT. We acquired our investment in IMTT in the second quarter of 2006. We sold our investment in Yorkshire Link in the fourth quarter of 2006.

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 from non US investments that will not be subject to income taxes payable by the Company. The income derived from non US investments was partially offset by the pre-tax loss at the MIC Inc. level, resulting in pre-tax income on a consolidated basis.

The Company projects a consolidated net loss before taxes for 2007, for which it expects to record an income tax benefit. The Company has agreed with the Internal Revenue Service to be treated as a corporation for all of 2007. The portion of the loss attributable to MIC Inc. is no longer relevant, as all income of the Company and MIC Inc. will be included in one consolidated federal income tax return.

For 2006 and the first six months of 2007, the Company recorded deferred tax assets of approximately $2.4 million and $3.4 million, respectively, related to the excess of the tax basis over the carrying value of its investment in IMTT. The Company no longer believes the excess tax basis will reverse in the foreseeable future, therefore the tax provision for the quarter ended September 30, 2007, includes a charge of approximately $5.8 million to write-off these deferred tax assets.

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. Net income (loss) includes non-cash gains and/or losses on derivative instruments, as well as losses on the extinguishment of debt, which have not been reversed in the calculation of EBITDA.

32

A reconciliation of net (loss) income to EBITDA, on a consolidated basis, is provided below (in thousands) (unaudited):

	Quarter Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
	$			$			$			$
Net (loss) income(1)		(17,992	)		(10,018	)		(35,162	)		6,980
Interest expense, net		19,717			24,952			52,064			53,337
Income taxes		971			(6,270	)		(14,907	)		(3,259	)
Depreciation(2)		5,035			4,138			13,088			7,969
Depreciation – cost of services(2)		2,630			2,424			7,606			6,883
Amortization(3)		9,219			6,385			23,151			13,411
EBITDA		19,580			21,611			45,840			85,321

(1) Net loss for the nine months ended September 30, 2007 includes performance fees earned by our manager, MIMUSA, of $43.0 million in the second quarter and $957,000 in the first quarter of 2007. Net income for the nine months ended September 30, 2006 includes performance fees of $4.1 million in the first quarter of 2006. MIMUSA elected to reinvest these performance fees in shares. Net loss in 2007 also includes a make-whole payment of $14.7 million related to our district energy business’ debt refinancing in September 2007.

(2) Depreciation – cost of services includes depreciation expense for our district energy business and airport parking business, which are reported in cost of services in our consolidated condensed statements of operations. Depreciation and Depreciation - cost of services do not include step-up depreciation expense of $1.7 million, $1.7 million, $5.2 million and $2.9 million in connection with our investment in IMTT for the quarters ended September 30, 2007 and 2006 and the nine month periods ended on the same dates, respectively, which is reported in equity in (losses) earnings and amortization charges of investees in our statements of operations.

(3) Does not include step-up amortization expense related to intangible assets in connection with our investment in the toll road business of $998,000 and $2.9 million for the quarter and nine months ended September 30, 2006, respectively. Also does not include step-up amortization expense related to intangible assets in connection with our investment in IMTT of $283,000, $283,000, $850,000 and $472,000 for the quarters ended September 30, 2007 and 2006 and the nine month periods ended on the same dates, respectively. These are both reported in equity in (losses) earnings and amortization charges of investees in our statements of operations.

Business Segment Operations

AIRPORT SERVICES BUSINESS

Information in the tables below relating to existing locations in 2007 represent the results of our airport services business, excluding the acquisitions of Supermarine, Mercury and San Jose. For the quarter ended September 30, 2007, the acquisition column and the total 2007 results in the table below include the operating results for:

• Supermarine for the period July 1, 2007 to September 30, 2007;

• Mercury for the period August 9, 2007 to September 30, 2007; and

• San Jose for the period August 17, 2007 to September 30, 2007.

For the nine months ended September 30, 2007, the acquisition column and the total 2007 results in the table below include the operating results for:

• Trajen for the period January 1, 2007 to June 30, 2007;

• Supermarine for the period May 31, 2007 to September 30, 2007;

• Mercury for the period August 9, 2007 to September 30, 2007; and

• San Jose for the period August 17, 2007 to September 30, 2007.

33

Key Factors Affecting Operating Results

• contribution of positive operating results from two Supermarine FBOs acquired in May 2007 and 24 Mercury FBOs and two San Jose FBOs acquired in August 2007;

• higher dollar-based per gallon fuel margins and higher fuel volumes;

• increased de-icing revenue in the first quarter of the year as result of a colder winter in the Northeast of the country;

• increased expenses related to the operation of 28 acquired FBOs, and

• higher interest costs from the increased borrowings related to the acquisitions in May and August 2007.

34

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

	Existing Locations(3)															Total
	2007			2006			Change						Acquisitions(2)			2007			2006			Change
	$			$			$			%			$			$			$			$			%
	($ in Thousands) (Unaudited)
Revenue
Fuel revenue		73,249			69,354			3,895			5.6			31,264			104,513			69,354			35,159			50.7
Non-fuel revenue		26,970			23,239			3,731			16.1			12,102			39,072			23,239			15,833			68.1
Total revenue		100,219			92,593			7,626			8.2			43,366			143,585			92,593			50,992			55.1
Cost of revenue
Cost of revenue-fuel		44,532			43,199			(1,333	)		(3.1	)		20,029			64,561			43,199			(21,362	)		(49.5	)
Cost of revenue-non-fuel		2,308			2,112			(196	)		(9.3	)		2,730			5,038			2,112			(2,926	)		(138.5	)
Total cost of revenue		46,840			45,311			(1,529	)		(3.4	)		22,759			69,599			45,311			(24,288	)		(53.6	)
Fuel gross profit		28,717			26,155			2,562			9.8			11,235			39,952			26,155			13,797			52.8
Non-fuel gross profit		24,662			21,127			3,535			16.7			9,372			34,034			21,127			12,907			61.1
Gross profit		53,379			47,282			6,097			12.9			20,607			73,986			47,282			26,704			56.5
Selling, general and administrative expenses		29,800			26,776			(3,024	)		(11.3	)		12,041			41,841			26,776			(15,065	)		(56.3	)
Depreciation and amortization		7,939			8,047			108			1.3			3,617			11,556			8,047			(3,509	)		(43.6	)
Operating income		15,640			12,459			3,181			25.5			4,949			20,589			12,459			8,130			65.3
Interest expense, net		(8,183	)		(7,827	)		(356	)		(4.5	)		(3,459	)		(11,642	)		(7,827	)		(3,815	)		(48.7	)
Other income (expense)		(44	)		590			(634	)		(107.5	)		16			(28	)		590			(618	)		(104.7	)
Unrealized loss on derivative instruments		(1,951	)		(11,260	)		9,309			82.7			(1	)		(1,952	)		(11,260	)		9,308			82.7
Income tax (provision) benefit		(2,165	)		2,135			(4,300	)		NM			(597	)		(2,762	)		2,135			(4,897	)		NM
Net income (loss)(1)		3,297			(3,903	)		7,200			184.5			908			4,205			(3,903	)		8,108			NM
Reconciliation of net income (loss) to EBITDA:
Net income (loss)(1)		3,297			(3,903	)								908			4,205			(3,903	)
Interest expense, net		8,183			7,827									3,459			11,642			7,827
Income tax provision (benefit)		2,165			(2,135	)								597			2,762			(2,135	)
Depreciation and amortization		7,939			8,047									3,617			11,556			8,047
EBITDA		21,584			9,836			11,748			119.4			8,581			30,165			9,836			20,329			NM

NM – Not meaningful

(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.

(2) Acquisitions include the results of Supermarine FBOs (acquired May 30, 2007) for the quarter ended September 30, 2007, Mercury FBOs (acquired August 9, 2007) for the period August 9 to September 30, 2007 and San Jose FBOs (acquired August 17, 2007) for the period August 17 to September 30, 2007.

(3) Results for the Existing Locations include Trajen's results from July 1 to September 30 in 2007 and July 11 to September 30 in 2006.

35

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

	Existing Locations															Total
	2007			2006			Change						Acquisitions(2)			2007			2006			Change
	$			$			$			%			$			$			$			$			%
	($ in Thousands) (Unaudited)
Revenue
Fuel revenue		159,717			157,644			2,073			1.3			88,332			248,049			157,644			90,405			57.3
Non-fuel revenue		70,279			59,072			11,207			19.0			28,793			99,072			59,072			40,000			67.7
Total revenue		229,996			216,716			13,280			6.1			117,125			347,121			216,716			130,405			60.2
Cost of revenue
Cost of revenue-fuel		94,304			96,985			2,681			2.8			55,173			149,477			96,985			(52,492	)		(54.1	)
Cost of revenue-non-fuel		6,301			6,002			(299	)		(5.0	)		4,830			11,131			6,002			(5,129	)		(85.5	)
Total cost of revenue		100,605			102,987			2,382			2.3			60,003			160,608			102,987			(57,621	)		(55.9	)
Fuel gross profit		65,413			60,659			4,754			7.8			33,159			98,572			60,659			37,913			62.5
Non-fuel gross profit		63,978			53,070			10,908			20.6			23,963			87,941			53,070			34,871			65.7
Gross profit		129,391			113,729			15,662			13.8			57,122			186,513			113,729			72,784			64.0
Selling, general and administrative expenses		68,333			63,732			(4,601	)		(7.2	)		33,237			101,570			63,732			(37,838	)		(59.4	)
Depreciation and amortization		16,747			16,918			171			1.0			11,226			27,973			16,918			(11,055	)		(65.3	)
Operating income		44,311			33,079			11,232			34.0			12,659			56,970			33,079			23,891			72.2
Interest expense, net		(18,012	)		(21,597	)		3,585			16.6			(10,160	)		(28,172	)		(21,597	)		(6,575	)		(30.4	)
Other (expense) income		(110	)		525			(635	)		(121.0	)		23			(87	)		525			(612	)		(116.6	)
Unrealized loss on derivative instruments		(2,030	)		(364	)		(1,666	)		NM			(1	)		(2,031	)		(364	)		(1,667	)		NM
Income tax provision		(9,576	)		(4,597	)		(4,979	)		(108.3	)		(1,000	)		(10,576	)		(4,597	)		(5,979	)		(130.1	)
Net income(1)		14,583			7,046			7,537			107.0			1,521			16,104			7,046			9,058			128.6
Reconciliation of net income to EBITDA:
Net income(1)		14,583			7,046									1,521			16,104			7,046
Interest expense, net		18,012			21,597									10,160			28,172			21,597
Income tax provision (benefit)		9,576			4,597									1,000			10,576			4,597
Depreciation and amortization		16,747			16,918									11,226			27,973			16,918
EBITDA		58,918			50,158			8,760			17.5			23,907			82,825			50,158			32,667			65.1

NM – Not meaningful

(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.

(2) Acquisitions include the results of Trajen FBOs (acquired July 11, 2006) for the period January 1 to June 30, 2007 only, Supermarine FBOs (acquired May 30, 2007) for the period May 30 to September 30, 2007, Mercury FBOs (acquired August 9, 2007) for the period August 9 to September 30, 2007 and San Jose FBOs (acquired August 17, 2007) for the period August 17 to September 30, 2007. Third quarter results for Trajen FBOs in 2007 and 2006 are included in Existing Locations.

36

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 69 FBOs 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-based margins, thereby passing 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 services.

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 were due to several factors:

• inclusion of the results of acquisitions concluded in May and August 2007;

• higher fuel volumes;

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

Operating Expenses

The increase in selling, general and administrative expenses is primarily due to the addition of expense associated with the integration and rebranding of the acquired locations. The increase at our existing locations is a result of increased compensation expense including non-cash benefits, in addition to higher credit card fees and increased maintenance and repair costs.

Interest Expense, Net

The increase in the quarterly total interest expense is due to the increased debt level associated with acquisitions and higher non-cash amortization of deferred financing costs. In May 2007, we increased borrowings under our existing debt facility by $32.5 million to partially finance the acquisition of Supermarine. This debt facility provides an aggregate term loan borrowing of $512.5 million in total, and a $5.0 million working capital facility.

Excluding the impact of a non-cash interest expense related to swap adjustment in 2006, net interest expense for the nine months ended September 30, 2007 increased as a result of higher debt levels associated with acquisitions and higher non-cash amortization of deferred financing costs.

In August 2007, we entered into a new debt facility for $192.0 million to partially finance our acquisition of Mercury and an additional debt facility for $80.0 million to partially finance our acquisition of San Jose.

EBITDA

Excluding the non-cash loss from derivative instruments, EBITDA at existing locations and total EBITDA for the quarter ended September 30, 2007 would have increased by approximately $2.4 million, or 12% and $11.0 million, or 52%, respectively. Excluding the non-cash loss on derivatives, EBITDA at existing locations and total EBITDA for the nine months ended September 30, 2007 would have increased by $10.4 million, or 20.6% and $34.3 million, or 68.0%, respectively. EBIDTA growth was driven by:

• higher fuel volumes;

• increased average dollar per gallon fuel margins; and

• the inclusion of the results of acquisitions concluded in May and August 2007.

37

BULK LIQUID STORAGE TERMINAL BUSINESS

We account for our 50% investment in the bulk liquid storage terminal business under the equity method. We recognized $1.7 million losses and $661,000 earnings in our consolidated results for the quarter and nine months ended September 30, 2007. In addition to our 50% share of IMTT’s net loss and net income for the quarter and nine month periods of $476,000 loss and $4.3 million income, respectively, we recorded additional depreciation and amortization expense (net of taxes) of $1.2 million and $3.6 million for the same periods, respectively.

We have received $21.0 million in cash dividends from IMTT during the nine months ended September 30, 2007. IMTT declared a dividend of $14.0 million in September 2007 with $7.0 million payable to us that we have recorded as a receivable at September 30, 2007, and which we received in October 2007.

To enable meaningful analysis of IMTT’s performance across periods, IMTT’s performance for the full quarter and nine months ended September 30, 2007, compared to the prior corresponding periods which in part were 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.

38

Quarter and Nine Months Ended September 30, 2007 Compared to Quarter and
Nine Months Ended September 30, 2006

	Quarter Ended September 30,												Nine Months Ended September 30,
	2007			2006			Change						2007			2006			Change
	$			$			$			%			$			$			$			%
	($ in Thousands) (Unaudited)
Revenue
Terminal revenue		60,563			49,513			11,050			22.3			181,465			152,320			29,145			19.1
Environmental response revenue		5,785			5,093			692			13.6			18,490			15,099			3,391			22.5
Nursery revenue		1,567			1,550			17			1.1			8,058			7,607			451			5.9
Total revenue		67,915			56,156			11,759			20.9			208,013			175,026			32,987			18.8
Costs and expenses
Terminal operating costs		31,802			27,551			(4,251	)		(15.4	)		98,217			85,717			(12,500	)		(14.6	)
Environmental response operating costs		4,449			3,264			(1,185	)		(36.3	)		14,528			9,218			(5,310	)		(57.6	)
Nursery operating costs		1,764			1,929			165			8.6			7,810			8,201			391			4.8
Total operating costs		38,015			32,744			(5,271	)		(16.1	)		120,555			103,136			(17,419	)		(16.9	)
Terminal gross profit		28,761			21,962			6,799			31.0			83,248			66,603			16,645			25.0
Environmental response gross profit		1,336			1,829			(493	)		(27.0	)		3,962			5,881			(1,919	)		(32.6	)
Nursery gross (loss) profit		(197	)		(379	)		182			48.0			248			(594	)		842			141.8
Gross profit		29,900			23,412			6,488			27.7			87,458			71,890			15,568			21.7
General and administrative expenses		6,335			5,301			(1,034	)		(19.5	)		18,002			16,167			(1,835	)		(11.4	)
Depreciation and amortization		8,912			7,598			(1,314	)		(17.3	)		26,474			22,763			(3,711	)		(16.3	)
Operating income		14,653			10,513			4,140			39.4			42,982			32,960			10,022			30.4
Interest expense, net		(3,244	)		(3,027	)		(217	)		(7.2	)		(10,612	)		(12,350	)		1,738			14.1
Loss on extinguishment of debt(1)		—			—			—			—			(12,569	)		—			(12,569	)		NM
Other income		566			1,619			(1,053	)		(65.0	)		4,049			3,686			363			9.8
Unrealized (loss) gain on derivative instruments		(12,467	)		(2,136	)		(10,331	)		NM			(8,040	)		1,369			(9,409	)		NM
Provision for income taxes		(377	)		(3,031	)		2,654			87.6			(7,105	)		(10,575	)		3,470			32.8
Minority interest		(83	)		—			(83	)		NM			(58	)		—			(58	)		NM
Net (loss) income		(952	)		3,938			(4,890	)		(124.2	)		8,647			15,090			(6,443	)		(42.7	)
Reconciliation of net (loss) income to EBITDA:
Net (loss) income		(952	)		3,938									8,647			15,090
Interest expense, net		3,244			3,027									10,612			12,350
Provision for income taxes		377			3,031									7,105			10,575
Depreciation and amortization		8,912			7,598									26,474			22,763
EBITDA(2)		11,581			17,594			(6,013	)		(34.2	)		52,838			60,778			(7,940	)		(13.1	)

NM – Not meaningful

(1) Previously included in interest expense, net, in the second quarter of 2007.

(2) Includes items not expected to recur:

 – $2.1 million gain on insurance settlements in the first half of 2007

 – $333,000 gain on asset sale in the first half of 2007

 – $1.0 million gain on legal settlements in the third quarter of 2006

 – $424,000 of accounts payable write-offs in the first half of 2006

39

Consolidation of Quebec Results

As noted earlier, IMTT reported financial results for the Quebec site using equity accounting during 2006 but incorporated 2007 results into its financials on a consolidated basis. The following table provides IMTT results in which Quebec 2007 results are consolidated compared to where the impact of Quebec has been removed. None of the items in Note (2) to the previous table relate to Quebec.

	Quarter Ended September 30, 2007				Nine Months Ended September 30, 2007
($ in thousands)	IMTT		IMTT Excl. Quebec		IMTT		IMTT Excl. Quebec
	$		$		$		$
Total revenue		67,915		65,428		208,013		201,165
Total operating costs		38,015		36,556		120,555		116,040
Total gross profit		29,900		28,872		87,458		85,125
Operating income		14,653		14,312		42,982		42,360
EBITDA		11,581		10,904		52,838		51,238

To provide a more meaningful comparison of current and previous year results, the following discussion and analysis of financial results will compare the “IMTT Excluding Quebec” 2007 results to the actual 2006 results.

Revenue and Gross Profit

Terminal revenue increased 17.3% and 14.5% for the quarter and nine-month period, respectively, reflecting growth in each major service segment. Storage revenue increased $4.2 million and $12.2 million during the quarter and nine-month period, respectively, as the average rental rates charged to customers increased by 11.3% and 7.8% during the quarter and nine-month period, respectively. Storage capacity utilization, which was 96% and 95% during the quarter and nine-month period of 2006, respectively was 94% for the third quarter 2007 and 96% for the nine-month period 2007. Terminal revenue growth during the quarter and nine-month period also resulted from increases in throughput ($1.0 million and $2.8 million, respectively) and other services and fees ($2.8 million and $5.6 million, respectively). The business also had increased profits from heating services.

Gross profit from terminal services increased 26.6% and 21.4% for the quarter and nine-month period, respectively. During the quarter and nine month period in 2007, the dollar increase in terminal revenues was partially offset by increased costs of direct labor and materials consumed during packaging activities which were in part related to the increase in revenues from terminal services.

Gross profit from environmental response services decreased by $0.5 million and $1.9 million for the quarter and nine-month periods, respectively, reflecting a decrease in profit margins for spill response activities and other services.

A customer recently began construction of a 60 million gallon per year biodiesel plant at the IMTT site in St. Rose, Louisiana. In this effort, the customer has responsibility for all capital expenditures and IMTT will generate revenue and profits by providing storage and throughput services. This biodiesel plant is projected to start production by the end of 2008 and should have no material impact on IMTT financial results during 2008, with increasing significance thereafter.

Depreciation and Amortization

Depreciation and amortization expense increased by $1.0 million and $2.7 million for the quarter and nine-month periods, respectively, due to continuing high levels of growth capital additions.

Loss on Extinguishment of Debt

Loss on extinguishment of debt comprised a $12.3 million make-whole payment and $232,000 write-off of deferred financing costs associated with the repayment of the two tranches of senior notes in connection with the establishment of the new $625.0 million revolving credit facility for IMTT in the second quarter of 2007.

40

Other Income

Other income during the quarter was $1.0 million below the previous year due to $1.0 million in gains from legal settlements during the third quarter of 2006. Other income for the nine-month period increased by $0.4 million due to non-recurring items. These items included gains of $2.1 million on insurance settlements received for claims related to Hurricane Katrina and other matters as well as a $333,000 gain on the sale of assets. Other income for the first nine months of 2006 included $424,000 of non-recurring income related to the write-off of payables as well as the $1.0 million in gains from legal settlements noted earlier.

Unrealized Loss (Gain) on Derivative Instruments

As part of the refinancing in the second quarter of 2007, we entered into additional interest rate swap arrangements to fix the effective interest rate on the new debt facilities. IMTT does not apply hedge accounting. As a result, movements in the fair value of the bulk liquid storage terminal business’ interest rate derivatives are taken through earnings and reported in the unrealized (loss) gain on derivative instruments line in that business’ financial statements.

EBITDA

EBITDA for third quarter 2007 and nine-month 2007 includes losses from interest swap agreements and certain non-recurring items discussed above such as gains on insurance settlements and a gain on an asset sale. Excluding unrealized losses from interest rate swap agreements in both 2006 and 2007 as well as the non-recurring items, EBITDA for the quarter and nine-month period would have increased by 23.1% and decreased by 2.3%, respectively.

THE GAS COMPANY

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

• increased utility contribution margin due principally to:

• non-recurrence of customer rebates provided in the third quarter of 2006 offset by:

• fuel cost adjustments; and

• crude oil price fluctuations.

• increased non-utility contribution margin primarily due to:

• price increases subsequent to September 2006 offset by:

• slight decrease in therm sales; and

• increased costs to deliver LPG to Oahu’s neighboring islands.

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 structures provide the business with an ability to change rates when underlying feedstock costs change. Contribution margin should not be considered an alternative to operating income, or net income, which are determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Other companies may calculate contribution margin differently and, therefore, the contribution margin presented for TGC is not necessarily comparable with other companies.

41

Quarter and Nine Months Ended September 30, 2007 Compared to Quarter and
Nine Months Ended September 30, 2006

	Quarter Ended September 30,												Nine Months Ended September 30,
	2007			2006			Change						2007			2006			Change
	$			$			$			%			$			$			$			%
	($ in Thousands) (Unaudited)
Contribution margin
Revenue – utility		23,871			20,611			3,260			15.8			68,982			69,562			(580	)		(0.8	)
Cost of revenue – utility		16,261			16,387			126			0.8			45,860			47,369			1,509			3.2
Contribution margin – utility		7,610			4,224			3,386			80.2			23,122			22,193			929			4.2
Revenue – non-utility		17,221			15,592			1,629			10.4			54,031			50,618			3,413			6.7
Cost of revenue – non-utility		10,273			9,186			(1,087	)		(11.8	)		32,078			30,354			(1,724	)		(5.7	)
Contribution margin – non-utility		6,948			6,406			542			8.5			21,953			20,264			1,689			8.3
Total contribution margin		14,558			10,630			3,928			37.0			45,075			42,457			2,618			6.2
Production		1,344			1,175			(169	)		(14.4	)		3,676			3,394			(282	)		(8.3	)
Transmission and distribution		3,780			3,379			(401	)		(11.9	)		10,733			10,428			(305	)		(2.9	)
Selling, general and administrative expenses		4,361			3,790			(571	)		(15.1	)		12,471			12,199			(272	)		(2.2	)
Depreciation and amortization		1,648			1,659			11			0.7			5,045			4,443			(602	)		(13.5	)
Operating income		3,425			627			2,798			NM			13,150			11,993			1,157			9.6
Interest expense, net		(2,279	)		(2,444	)		165			6.8			(6,811	)		(6,404	)		(407	)		(6.4	)
Other (expense) income		(35	)		181			(216	)		(119.3	)		(69	)		(1,663	)		1,594			95.9
Unrealized loss on derivative instruments		(197	)		(5,865	)		5,668			96.6			(397	)		(3,953	)		3,556			90.0
Income (loss) before taxes(1)		914			(7,501	)		8,415			112.2			5,873			(27	)		5,900			NM
Reconciliation of income (loss) before taxes to EBITDA:
Income (loss) before taxes(1)		914			(7,501	)								5,873			(27	)
Interest expense, net		2,279			2,444									6,811			6,404
Depreciation and amortization		1,648			1,659									5,045			4,443
EBITDA(2)		4,841			(3,398	)		8,239			NM			17,729			10,820			6,909			63.9

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.

(2) Includes items not expected to recur:

 – $4.1 million of customer rebate in the third quarter of 2006

 – $1.1 million decrease in unbilled revenue in the first quarter of 2007

 – $2.3 million of transaction costs in the first half of 2006

Contribution Margin and Operating Income

The utility contribution margin increased primarily due to the non-recurrence of $4.1 million of customer rebates that were made in 2006 as required by Hawaii state regulators as a condition of our purchase of TGC, partially offset by:

42

• fluctuations in crude oil prices;

• slightly lower volume of therm sales;

• customer mix of lower margin sales;

• $1.2 million of fuel cost adjustments primarily in the first half of 2007; and

• $1.1 milion due to unbilled revenue calculation period in the first quarter of 2007.

The cash effect of the $1.2 million decrease from fuel cost adjustments was offset by withdrawals from an escrow account that was 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 $1.1 million effect of unbilled revenue was due to a change in the frequency of calculation during the respective calculation periods. The quarter-over-quarter impact of the calculation frequency has been eliminated from April 1, 2007 forward. However, the first quarter impact will continue to effect year-over-year comparisons throughout 2007. Period-over-period comparisons of contribution margin will continue to be impacted by changes in volume and rates. The non-utility contribution margin increased due to customer price increases subsequent to September 2006 partially offset by higher costs of LPG, increases in the cost to transport LPG between islands and slightly lower volume of therm sales. Management believes that the lower therm sales are the result of hotel renovations, restaurant closures, slightly warmer weather and general trends in energy conservation.

Production costs were higher due primarily to higher personnel costs and rent. Production costs for the nine months were partially offset by lower electricity costs. Transmission and distribution costs were higher due principally to higher personnel, government required pipeline inspections and vehicle maintenance costs partially offset by higher capitalization of costs in connection with asset additions.

Selling, general and administrative costs were higher due to higher personnel, employee benefits and professional service costs. The costs in 2006 included overhead charges by the prior parent company during the period of their ownership in 2006.

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

TGC’s supply agreement for feedstock used in its SNG plants expires during 2008. Consistent with current practices, we believe the prices for the feedstock will be increased as part of a new contract and that we will be able to pass through this increase to utility customers. However, the new contract (and the ability to pass through these costs) will likely require approval by the Hawaii Public Utilities Commission. TGC’s supply agreements for LPG also expire in 2008. We believe that, due to higher petroleum prices, the cost of LPG will likely be higher under new agreements. To the extent that the company is unable to recover all of these higher prices through customer price increases or that the higher prices reduce TGC’s competitive position vis-a-vis other energy sources, the company’s sales volumes and margins could be adversely affected.

Interest Expense

Interest expense increased in the nine-months due to our acquisition funding. Interest expense in 2006 also included the prior owner’s write-off of deferred financing costs for the retirement of their debt in connection with its sale of the business.

Other (Expense) Income

Other expense for 2006 included $2.3 million of transaction costs incurred prior to our ownership.

EBITDA

EBITDA was higher in 2007 compared with 2006. Excluding the effects of the customer rebates and the unbilled revenue calculation discussed above, as well as 2006 transaction costs, all of which we do not expect to recur, and non-cash derivative loss, EBITDA would have decreased by $1.5 million, or 23% and $1.9 million, or 9% for the quarter and nine-month periods, respectively.

43

DISTRICT ENERGY BUSINESS

Key Factors Affecting Operating Results

• capacity revenue increased due to the conversion of interruptible customers and annual inflation-related increases of contract capacity rates;

• cooling consumption revenue and electricity costs increased due to higher electricity costs from the deregulation of the Illinois electricity market. Consumption revenue also increased due to warmer average temperatures; and

• both capacity and consumption revenue increased due to a net increase in contracted capacity.

Quarter and Nine Months Ended September 30, 2007 Compared to Quarter and
Nine Months Ended September 30, 2006

	Quarter Ended September 30,												Nine Months Ended September 30,
	2007			2006			Change						2007			2006			Change
	$			$			$			%			$			$			$			%
	($ in Thousands) (Unaudited)
Cooling capacity revenue		4,788			4,422			366			8.3			14,077			12,852			1,225			9.5
Cooling consumption revenue		10,760			9,113			1,647			18.1			19,422			15,846			3,576			22.6
Other revenue		671			735			(64	)		(8.7	)		2,088			2,371			(283	)		(11.9	)
Finance lease revenue		1,221			1,273			(52	)		(4.1	)		3,704			3,856			(152	)		(3.9	)
Total revenue		17,440			15,543			1,897			12.2			39,291			34,925			4,366			12.5
Direct expenses – electricity		7,073			6,377			(696	)		(10.9	)		12,857			10,662			(2,195	)		(20.6	)
Direct expenses – other(1)		4,268			4,351			83			1.9			13,143			12,880			(263	)		(2.0	)
Direct expenses – total		11,341			10,728			(613	)		(5.7	)		26,000			23,542			(2,458	)		(10.4	)
Gross profit		6,099			4,815			1,284			26.7			13,291			11,383			1,908			16.8
Selling, general and administrative expenses		633			993			360			36.3			2,223			2,768			545			19.7
Amortization of intangibles		345			345			—			—			1,023			1,023			—			—
Operating income		5,121			3,477			1,645			47.3			10,045			7,592			2,453			32.3
Interest expense, net		(2,242	)		(2,105	)		(137	)		(6.5	)		(6,502	)		(6,281	)		(221	)		(3.5	)
Loss on extinguishment of debt		(17,708	)		—			(17,708	)		NM			(17,708	)		—			(17,708	)		NM
Other income		355			49			306			NM			548			14			534			NM
Income tax provision		(1,152	)		(468	)		(684	)		(146.2	)		(1,369	)		(229	)		(1,140	)		NM
Minority interest		(141	)		(133	)		(8	)		(6.0	)		(413	)		(394	)		(19	)		(4.8	)
Net (loss) income(2)		(15,767	)		820			(16,586	)		NM			(15,399	)		702			(16,101	)		NM
Reconciliation of net (loss) income to EBITDA:
Net (loss) income(2)		(15,767	)		820									(15,399	)		702
Interest expense, net		2,242			2,105									6,502			6,281
Income tax provision		1,152			468									1,369			229
Depreciation		1,446			1,427									4,317			4,277
Amortization of intangibles		345			345									1,023			1,023
EBITDA		(10,582	)		5,165			(15,746	)		NM			(2,188	)		12,512			(14,700	)		(117.5	)

NM – Not meaningful

(1) Includes depreciation expense of $1.4 million for each of the quarters ended September 30, 2007 and 2006, respectively, and $4.3 million for each of the nine month periods ended September 30, 2007 and 2006, respectively.

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(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 over June through September of 2006, a net increase in contracted capacity and annual inflation-related increases of contract capacity rates in accordance with customer contract terms. Cooling consumption revenue also increased due to higher ton-hour sales from warmer than average temperatures from May to September, a net increase in contracted capacity and the pass-through to our customers of the higher electricity costs related to the January 2007 deregulation of Illinois’ electricity generation market. This pass-through is 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, which is offset in other direct expenses.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased due to the collection of amounts which were previously written-off in relation to a customer bankruptcy filed in 2004. Also, the second and third quarters of 2006 included legal and consulting fees related to strategy work in preparation for the 2007 deregulation of Illinois’ electricity generation market which did not re-occur in 2007.

Loss on Extinguishment of Debt

Loss on extinguishment of debt comprised a $14.7 million make-whole payment and $3.0 million write-off of deferred financing costs associated with the refinance of our senior notes.

Other Income

Other income increased for the quarter due to the collection of a termination payment related to the customer bankruptcy filed in 2004. Also, the first six months of 2006 included pension benefits expense for union trainees employed from 1999 through 2005.

EBITDA

EBITDA decreased due to the $17.7 million loss on extinguishment of debt, offset by higher capacity revenue associated with four interruptible customers converting to continuous service during the previous year, the net increase in contracted capacity and the higher ton-hour sales from warmer weather.

AIRPORT PARKING BUSINESS

Key Factors Affecting Operating Results

• increased costs associated with management’s strategy to improve customer service with upgrades to staffing, shuttle service, sales and corporate support;

• one new location which commenced operation in November 2006;

• sub-lease of property previously used for overflow; and

• limited revenue growth at comparable locations.

45

Quarter and Nine Months Ended September 30, 2007 Compared to Quarter and
Nine Months Ended September 30, 2006

	Quarter Ended September 30,												Nine months Ended September 30,
	2007			2006			Change						2007			2006			Change
	$			$			$			%			$			$			$			%
	($ in Thousands) (Unaudited)
Revenue		19,409			18,921			488			2.6			58,288			56,919			1,369			2.4
Direct expenses(1)		14,696			13,701			(995	)		(7.3	)		43,608			40,660			(2,948	)		(7.3	)
Gross profit		4,713			5,220			(507	)		(9.7	)		14,680			16,259			(1,579	)		(9.7	)
Selling, general and administrative expenses		2,026			1,310			(716	)		(54.7	)		6,419			4,583			(1,836	)		(40.1	)
Amortization of intangibles		705			472			(233	)		(49.4	)		2,198			1,350			(847	)		(62.8	)
Operating income		1,982			3,438			(1,456	)		(42.4	)		6,063			10,326			(4,262	)		(41.3	)
Interest expense, net		(4,032	)		(4,859	)		826			17.0			(12,019	)		(13,085	)		1,066			8.1
Other (expense) income		(7	)		(15	)		8			53.3			141			302			(161	)		(53.3	)
Unrealized (loss) gain on derivative instruments		(43	)		(796	)		753			94.6			66			208			(142	)		(68.3	)
Income tax benefit		828			742			87			11.6			2,280			785			1,495			190.4
Minority interest		227			270			43			15.9			596			379			(217	)		(57.3	)
Net loss(2)		(1,045	)		(1,220	)		175			14.3			(2,873	)		(1,085	)		(1,787	)		(164.8	)
Reconciliation of net loss to EBITDA:
Net loss(2)		(1,045	)		(1,220	)								(2,873	)		(1,085	)
Interest expense, net		4,032			4,859									12,019			13,085
Income tax benefit		(828	)		(742	)								(2,280	)		(785	)
Depreciation		1,184			996									3,289			2,605
Amortization of intangibles		705			472									2,198			1,350
EBITDA		4,048			4,365			(316	)		(7.3	)		12,353			15,170			(2,817	)		(18.6	)

(1) Includes depreciation expense of $1.2 million and $996,000 for the quarters ended September 30, 2007 and 2006, respectively, and $3.3 million and $2.6 million for the nine month periods ended September 30, 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.

	Quarter Ended September 30,				Change						Nine Months Ended September 30,				Change
	2007		2006					%			2007		2006					%
Operating Data:
Cars Out(1):		496,407		504,079		(7,672	)		(1.5	)		1,522,788		1,565,515		(42,727	)		(2.7	)
Average Revenue per Car Out:	$	37.37	$	36.43	$	0.94			2.6		$	36.95	$	35.25	$	1.70			4.8
Average Overnight Occupancy(2):		21,831		21,527		304			1.4			21,678		21,614		64			0.3

(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.

46

Gross Profit

Gross profit decreased due to increased costs in excess of revenue growth.

Revenue increased due to the addition of one new airport parking location and the sub-lease of surplus property. In the absence of the new location and sub-lease revenue declined.

Cars out have declined over prior year, in part due to a strategic shift away from daily employee parkers. In a number of key markets we have seen an erosion of market share as a result of increased competitive pressure. In these locations, management has implemented a strategy of aggressive pricing in conjunction with service level upgrades and a larger sales team. As a result, the decline in cars out over the prior year continued to improve in the third quarter compared to the first half of the year.

Management expects that these service improvements, together with our rebranding and internet marketing will build our customer base over time. As a result, we expect to see improved revenues over the medium term. If customers do not respond to our improved service and pricing changes, it may negatively impact the valuation of intangibles and long-lived assets.

Direct expenses increased as a result of the additional costs associated with operating one new location and management’s strategy to improve the customer experience with upgrades to staffing, shuttle operation and security.

We note that direct expenses include rent in excess of lease, a non-cash item, of $565,000 and $561,000 for the third quarter of 2007 and 2006, respectively, and $1.7 million and $1.6 million for the first nine months of 2007 and 2006, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter increased due primarily to personnel and travel expenses associated with the implementation of a new regional operations and sales management structure and, for the year to date, the increase primarily relates to items we do not expect to recur including rebranding expenses. We are currently in litigation to defend our new brand name FastTrack Airport Parking in selected markets, which will result in increased legal expenses and, depending on the outcome, may result in additional rebranding expenses and impact the timing of expected customer base growth.

Amortization of Intangibles

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

Interest Expense, Net

Interest expense declined due to favorable terms and lower finance cost amortization associated with the debt refinanced on September 1, 2006, that consolidated our primary borrowings, and provided capital for current and future capital expenditures at a more favorable interest rate.

EBITDA

EBITDA decreased due to lower operating income, mainly as a result of investments in customer service and corporate structure that are expected to generate future revenue growth. Excluding the impact of non-cash derivative instruments, EBITDA for the quarter and nine months ended September 30, 2007 would have decreased by $1.1 million, or 20.7%, and $2.7 million, or 17.9%, respectively.

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:

• 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 or available financing;

47

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

• we have $300.0 million of revolving acquisition financing available and will be able to raise equity to refinance any amounts borrowed in the future under our acquisition facility prior to its maturity; and

• we will be able to refinance maturing debt on reasonable terms.

The section below discusses the sources and uses of cash on a consolidated basis, and for each of our businesses and investments for the nine months ended September 30, 2007 and 2006. All inter-company activities such as corporate allocation, capital contributions to our businesses and distributions from our businesses, have been excluded from the below tables as these transactions are eliminated on consolidation. Prior period comparatives have been updated to also remove these inter-company activities.

OUR CONSOLIDATED CASH FLOW

	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		79,643			31,100			48,543			156.1
Cash used in investing activities		(589,055	)		(776,661	)		187,606			24.2
Cash provided by financing activities		544,780			667,806			(123,026	)		(18.4	)

Key factors influencing our consolidated cash flow were as follows:

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

• cash used in investing activities in 2007 included $667.5 million paid for our FBO acquisitions, less $7.7 million cash acquired, offset by $85.0 million receipt of sale proceeds in January 2007 from the disposition in our interest in Macquarie Yorkshire Limited in December 2006. Cash flow used in investing activities in 2006 primarily comprised our $257.1 million investment in IMTT, our $263.3 million investment in our gas production and distribution business, less $7.8 million cash acquired and our $347.3 million investment in Trajen FBOs, offset by $76.4 million in proceeds for the sale of MCG. There was also an additional cash inflow of $20.3 million and $6.2 million in 2007 and 2006, respectively, comprising the dividend received from IMTT in excess of the equity accounted income recognized. Capital expenditures in 2007 were $33.1 million which was $21.7 million higher than in 2006 due to businesses acquired since the middle of 2006; and

• cash provided by financing activities in 2007 mainly comprised $375.5 million in net loan proceeds and $241.6 million net offering proceeds used to partially fund our FBO acquisitions. We also distributed $70.1 million to our shareholders. Cash provided by financing activities in 2006 mainly comprised $710.9 million in net debt drawdowns to fund our investments in Trajen, IMTT and TGC, net of $41.3 million in distributions paid to our shareholders.

As of September 30, 2007, our consolidated cash and cash equivalent balances totaled $72.8 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. On August 6, 2007, we drew $60.0 million on the MIC Inc. credit facility to partially fund the FBO acquisitions in August 2007, and drew a further $29.0 million in October 2007 to complete the acquisition of the remaining 11% equity of Mercury. The outstanding balance, including interest, was repaid in October 2007 following the refinancing of the airport services business debt, as discussed below. For a

48

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, filed with the SEC on March 1, 2007.

AIRPORT SERVICES BUSINESS CASH FLOW

	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		66,921			26,731			40,190			150.3
Cash used in investing activities		(673,886	)		(350,211	)		(323,675	)		(92.4	)
Cash provided by financing activities		300,475			169,122			131,353			77.7

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 acquisitions in July 2006, May 2007 and August 2007, and improved performance at existing locations, partially offset by an increase in interest expense reflecting higher debt levels;

• in addition to the acquisition of Supermarine, Mercury and San Jose, cash used in investing activities includes capital expenditures of $13.4 million ($5.2 million for maintenance and $8.2 million for expansion) in 2007 compared to $3.9 million in 2006; and

• cash provided by financing activities primarily comprises $304.5 million and $180.0 million proceeds issued from long-term debt to partially fund the acquisitions in 2007 and 2006, respectively, net of financing costs and debt service reserve payments of $8.9 million and $10.8 million in 2007 and 2006, respectively. There was also $5.2 million in proceeds from drawdowns on revolving credit facilities in 2007.

On September 27, 2007, the airport services business entered into an agreement to refinance all of its existing debt facilities. The new agreement includes a 7 year term loan facility of $900.0 million, a $50.0 million capital expenditure facility and a $20.0 million revolving credit facility. On October 16, 2007, the airport services business drew down $900.0 million on the term loan facility and $6.3 million on the capital expenditure facility. These proceeds were used to repay all existing term loan and revolving credit facilities, establish a debt service reserve required under the new term loan, make a distribution to MIC Inc. from which MIC Inc. repaid its revolving acquisition facility that was used to partially fund the Mercury and San Jose acquisitions, and pay for costs and expenses incurred in connection with the credit facility. Key terms of the loan agreement are summarized below:

Borrower	Atlantic
Facilities	• $900.0 million term loan facility
	• $50.0 million capital expenditure facility
	• $20.0 million revolving working capital and letter of credit facility
Amortization	Payable at maturity 100% of excess cash flow in years 6 and 7 used to pre-pay loans
Interest type	Floating
Interest rate and fees	• Years 1-5:
	• LIBOR plus 1.6% or
	• Base Rate (for revolving credit facility only): 0.6% above the greater of: (i) the prime rate or (ii) the federal funds rate plus 0.5%

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	• Years 6-7:
	• LIBOR plus 1.725% or
	• Base Rate (for revolving facility only): 0.725% above the greater of: (i) the prime rate or (ii) the federal funds rate plus 0.5%
	• Commitment fee: 0.4% on the undrawn portion.
Maturity	7 years from closing date
Mandatory prepayment	• With net proceeds that exceed $1.0 million from the sale of assets not used for replacement assets;
	• With net proceeds of any debt other than permitted debt;
	• With net insurance proceeds that exceed $1.0 million not used to repair, restore or replace assets;
	• In the event of a change of control;
	• With excess cash flow, in the event that distribution conditions are not met for two consecutive quarters;
	• With any FBO lease termination payments received;
	• With excess cash flow in years 6 and 7.
Distribution covenant	Distributions permitted if the following conditions are met:
	• Backward and forward debt service coverage ratio equal to or greater than 1.6x;
	• No default;
	• All mandatory prepayments have been made;
	• Debt service reserve is fully funded;
	• EBITDA equal to or greater than $118.52 million for fourth quarter 2007 increasing quarterly to $182.133 million for first quarter 2014;
	• No revolving loans outstanding.
Collateral	First lien on the following (with limited exceptions):
	• Project revenues;
	• Equity of the Borrower and its subsidiaries;
	• Substantially all assets of the business; and
	• Insurance policies and claims or proceeds.

The facility includes events of default, representations and warranties and other covenants that are customary for facilities of this type. A change of control will occur if the Macquarie Group, or any fund or entity managed by the Macquarie Group, fails to control Atlantic.

The airport services business has entered into interest rate swaps hedging 100% of the interest rate exposure under the $900.0 million term loan portion of the facility that effectively fixes the interest rate at a weighted average rate of approximately 5.18% (excluding the margin). See Note 8 – Long-Term Debt, to the consolidated condensed financial statements in Part I, Item I of this Form 10-Q for more information on the swaps.

BULK LIQUID STORAGE TERMINAL BUSINESS CASH FLOW

The acquisition of our 50% interest in IMTT 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.

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	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		68,974			46,497			22,477			48.3
Cash used in investing activities		(207,746	)		(60,297	)		(147,449	)		NM
Cash provided by financing activities		107,806			79,161			28,645			36.2

NM – Not meaningful

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 primarily due to an increase in terminal gross profit, as described within “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

• 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, Gretna, LA, Bayonne, NJ and Quebec, Canada; and

• cash provided by financing activities increased due to the issuance of $215.0 million in GO Zone Bonds during July 2007, offset by repayment of private placement debt.

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 quarterly dividends received by them, 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 $27.9 million were outstanding as at September 30, 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 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

Under its $625.0 million revolving credit facility, IMTT was utilizing $306.6 million of the available commitment as of September 30, 2007, of which $251.3 million represented letters of credit supporting $215.0 million in GO Zone Bonds and $36.3 million in bonds issued through the New Jersey Economic Development Authority.

THE GAS COMPANY BUSINESS CASH FLOW

Because TGC’s cash flows are only included in our financial results from June 7, 2006, the following analysis compares the historical cash flows for TGC under both its current and prior owners for the nine months ended September 30, 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.

	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		12,624			13,701			(1,077	)		(7.9	)
Cash used in investing activities		(6,062	)		(263,968	)		257,906			97.7
Cash provided by financing activities		4,000			146,763			(142,763	)		(97.3	)

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Key factors influencing cash flow from TGC were as follows:

• the decrease in cash provided by operating activities was the result of normal working capital fluctuations;

• cash used in investing activities for 2007 of $6.1 million was for capital additions. Capital additions for the first nine months of 2006 totaled $8.1 million. The remaining 2006 use of cash was for the acquisition of TGC; and

• cash used in financing activities in 2007 comprised $2.0 million of long-term borrowing that was used to finance the purchase of utility assets and $2.0 million of short term borrowing for working capital needs. Cash provided by financing activities during 2006 comprised $160.0 million of borrowings for the acquisition of TGC, net of $3.3 million of financing costs and $9.9 million in distributions to the previous owner.

For a description of TGC’s 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 as noted below.

At September 30, 2007, TGC had $16.0 million available to borrow under its $20.0 million revolving credit facility. During the second quarter of 2007, TGC established a $5.0 million uncommitted unsecured short-term borrowing facility. This credit line is being used for working capital needs, and the $2.0 million borrowed as of September 30, 2007 was repaid on October 1, 2007.

DISTRICT ENERGY BUSINESS CASH FLOW

	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		10,566			7,215			3,351			46.4
Cash used in investing activities		(9,051	)		(1,247	)		(7,804	)		NM
Cash provided by financing activities		11,803			1,454			10,349			NM

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 higher operating income and various working capital items, primarily increases in accounts payable and accrued expenses relating to increased electricity charges and construction costs accrued in 2007 offset by increases in accounts receivable relating to higher revenue;

• 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 increase in cash provided by financing activities was due to $150.0 million of new long-term borrowing that was used to repay outstanding senior notes of $120.0 million and $11.6 million revolver facility ($9.0 million of which was drawn in 2007), partially offset by a make-whole payment of $14.7 million.

On September 21, 2007, Macquarie District Energy, Inc., or MDE, entered into a loan agreement with Dresdner Bank AG New York Branch, as administrative agent, and LaSalle Bank National Association, as issuing bank, to provide, on a senior secured basis, term loan financing of $150.0 million, a $20.0 million capital expenditure term facility and a $18.5 million revolving facility. On September 26, 2007, MDE drew down $150.0 million in term loans, at the LIBOR rate of 5.13%, and applied the funds to repay its outstanding senior notes and revolver (including a make-whole payment, accrued interest and fees) and transaction costs. MDE also utilized $7.1 million of the revolving credit facility to issue existing letters of credit.

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Material terms of the facility are as follows:

Borrower	MDE
Facilities	• $150.0 million of term loan facility
	• $20.0 million of capital expenditure facility
	• $18.5 million of revolver facility
Amortization	Payable at maturity
Interest type	Floating
Interest rate and fees	• Interest rate:
	LIBOR plus 0.90%, subject to syndication, or
	Base Rate (n/a to term loan facility): 0.5% above the greater of the prime rate or the federal funds rate
	• Commitment fee: 0.3% on the undrawn portion.
Maturity	7 years from closing date; 5 years from closing date for the revolver facility
Mandatory prepayment	• With net proceeds that exceed $1.0 million from the sale of assets not used for replacement assets;
	• With insurance proceeds that exceed $1.0 million not used to repair, restore or replace assets;
	• In the event of a change of control;
	• In years 6 and 7, with 100% of excess cash flow applied to repay the term loan and capital expenditure facilities unless a contract extension condition is met;
	• With net proceeds from equity and certain debt issuances; and
	• With net proceeds that exceed $1.0 million in a fiscal year from lease terminations that are not reinvested.
Distribution covenant	Distributions permitted if the following conditions are met:
	• Backward interest coverage ratio greater than 1.5x;
	• Leverage ratio (funds from operations to net debt) for the previous 12 months equal to or greater than 5.5% in years 1 and 2 and thereafter equal to or greater than 6.0%;
	• No termination, non-renewal or reduction in payment terms under the service agreement with the Planet Hollywood (formerly Aladdin) hotel, casino and the shopping mall, unless MDE meets certain financial conditions on a projected basis, including through prepayment; and
	• No default or event of default.
Collateral	First lien on the following (with limited exceptions):
	• Project revenues;
	• Equity of the Borrower and its subsidiaries;
	• Substantially all assets of the business; and
	• Insurance policies and claims or proceeds.

The facility includes events of default, representations and warranties and other covenants that are customary for facilities of this type. A change of control will occur if the Macquarie Group, or any fund or entity managed by the Macquarie Group, fails to control MDE.

MDE has entered into interest rate swaps hedging 100% of the interest rate exposure under the $150.0 million term loan portion of the facility that effectively fixes the interest rate at 5.07% (excluding the margin).

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AIRPORT PARKING BUSINESS CASH FLOW

	Nine Months Ended September 30,
	2007			2006			Change
($ in thousands)	$			$			$			%
Cash provided by operating activities		2,299			4,106			(1,807	)		(44.0	)
Cash used in investing activities		(4,643	)		(2,975	)		(1,668	)		(56.1	)
Cash (used in) provided by financing activities		(2,703	)		6,066			(8,769	)		(144.6	)

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

• the decrease in cash provided by operating activities was a result of higher direct expenses and re-branding costs, and normal working capital fluctuations;

• cash used in investing activities consists of capital expenditures. The increase is primarily due to upgrades of shuttle service and facilities in 2007; and

• cash used in financing activities in 2007 comprised $1.4 million payments of capital leases and an increase in the restricted cash balance of $1.1 million. Cash provided in 2006 comprised $195.0 million in proceeds from a refinancing, net of $184.3 million payment of the existing facility and $5.1 million in financing costs.

For a description of our 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 $170,000 per FBO, per year on maintenance capital expenditure. Maintenance capital expenditures encompass repainting, replacing equipment as necessary and any ongoing environmental or required regulatory expenditure, such as installing safety equipment. These expenditures are funded from cash flow from operations. We spent $5.2 million in the first nine months of 2007.

Specific Capital Expenditure

Expansion capital projects expected to be completed through 2009 total approximately $44.0 million primarily for hangars, terminal buildings, fuel farms and ramp upgrades. We intend to fund these projects through our $50.0 million capital expenditure facility. We spent $8.1 million in the first nine months of 2007.

BULK LIQUID STORAGE TERMINAL BUSINESS

Maintenance Capital Expenditure

During the nine months ended September 30, 2007, IMTT spent $20.8 million on maintenance capital expenditure, including $16.5 million principally in relation to the refurbishment of storage tanks, piping, and dock facilities, and $4.3 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.

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Specific Capital Expenditure

During the nine months ended September 30, 2007, IMTT spent $109.7 million on specific expansion projects including $63.8 million in relation to the construction of the new bulk liquid chemical storage and handling facility and other tankage at Geismar, LA, $16.6 million at its existing Louisiana sites (St. Rose, Gretna, and Avondale), $18.2 million in Bayonne, NJ and $9.3 million in Quebec, Canada. The balance of the specific capital expenditure related to a number of smaller projects to improve the capabilities of IMTT’s facilities.

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 $168.7 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 $18.8 million per year. Completion of construction of the initial $168.7 million phase of the Geismar project is targeted for the second 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 negative impacts on the cost of constructing the Geismar 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 approximately one million barrels of new storage at its Louisiana facilities for a total cost of $27.4 million and is currently in the process of constructing a further 1.3 million barrels of new storage at a total estimated cost of $44.4 million. It is anticipated that construction at the Louisiana sites 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 service customers while their existing tanks are undergoing scheduled maintenance over the next five years. Overall, it is anticipated that the operation of the recently completed tanks and those under construction will contribute approximately $11.3 million to IMTT’s terminal gross profit and EBITDA annually.

IMTT has also initiated capital projects to add or convert approximately one million barrels of storage capacity at its Bayonne, NJ site. IMTT anticipates spending $28.7 million on these projects, which will be completed during 2008 and 2009, and which are anticipated to generate approximately $7.1 million in gross profit and EBITDA annually.

At the Quebec facility, IMTT is currently in the process of constructing new storage tanks with total capacity of 704,000 barrels. All of these tanks are already under customer contract with a minimum term of three years. Total construction costs are projected at approximately $23.9 million. Construction of these tanks is anticipated to be completed during 2007 and 2008 and their operation is anticipated to contribute approximately $4.9 million to the Quebec terminal’s gross profit and EBITDA annually.

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 and future loans from the IMTT shareholders other than us.

THE GAS COMPANY 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 $1.7 million of the expected total year capital expenditures are for new customer hook-ups. The remaining $7.8 million comprises approximately $0.4 million for vehicles and $7.4 million for other renewals and upgrades. A portion of the utility-related expenditures will be funded from available debt facilities. As of September 30, 2007, approximately $6.4 million has been spent for renewals, upgrades and business growth.

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DISTRICT ENERGY BUSINESS

Maintenance Capital Expenditure

Our district energy business expects to spend up to $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 $809,000 has been spent in the first nine months of 2007. Maintenance capital expenditures through 2012 will be funded from available debt facilities.

Specific Capital Expenditure

We are currently expanding one of our plants and a portion of our distribution system for which we anticipate spending approximately $8.1 million in 2007 and 2008. Management has also identified projects to further expand the current system capability to accommodate the increased demand for district cooling in Chicago. We estimate making additional capital expenditures of approximately $7.8 million connecting new customers to the system and implementing minor system modifications and improvements through 2009. As of September 30, 2007, $6.8 million has been spent or committed for the system expansion and $2.0 million has been spent or committed for new customer connections. Typically some, if not all, new customers will reimburse our district energy business for these connection expenditures effectively reducing the impact of this capital expenditure.

Based upon discussions with current and potential customers and subject to finalization of service dates, we expect annual EBITDA to increase by approximately $4.9 million by 2010. New customers generally have up to two years after their initial service date to increase capacity up to their final contracted tons which may defer a small portion of the expected EBITDA increase until 2011. We anticipate that the expanded capacity sold to new or existing customers will be under contract or subject to letters of intent prior to district energy committing to the capital expenditure. As of October 30, 2007, we have signed contracts with seven new customers representing approximately 75% of this additional EBITDA increase. One customer began service in late 2006, two customers began service in 2007, one will begin service in 2008 and the other three customers will begin service in 2009. We have identified the likely purchasers of the remaining saleable capacity and expect to have contracts signed by mid-2008.

In addition, a building that houses one of our plants is being renovated and expanded. As per our lease agreement, we are obligated to pay for necessary modifications of this facility to accommodate the building’s expansion. We are taking advantage of this opportunity to expand our system capabilities in conjunction with the building expansion. We are in the process of obtaining quotes but management anticipates spending up to $10.0 million over 2008 through 2009. We expect annual EBITDA to increase by approximately $1.3 million by 2010, although a small portion of the additional EBITDA increase may be deferred until 2011.

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.

Management has focused on improving the customer experience with upgrades to shuttle service and facilities. For the full year 2007, our airport parking business expects to commit $3.1 million to new maintenance related capital projects of which $1.2 million will be funded through debt and other financing activities. The balance of $1.9 million will be paid in cash. In the first nine months of 2007, we have spent $3.6 million, which includes $1.4 million of projects committed in 2006 but payable in 2007 that have been debt-funded.

Specific Capital Expenditure

In 2007, our airport parking business has spent $1.0 million of specific capital projects which will be funded through debt.

Management converted surplus property into a surface lot which has been sub-leased to a third party through to April 2009.

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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 follows:

We have increased our debt and operating lease obligations due to acquisitions made during 2007 and further increased our debt with the refinancing of our airport services and district energy businesses debt as discussed in Note 8, Long-Term Debt, to our consolidated condensed financial statements in Part I, Item I of this Form 10-Q.

The following table summarizes our future obligations for long-term debt and operating lease obligations. This table does not include information for IMTT, which is not consolidated.

	Payments Due By Period
($ in thousands)	Total		Through December 31, 2007		January 1, 2008 –  December 31, 2009		January 1, 2010 –  December 31, 2011		Thereafter
Long-term debt		1,418,660		155		201,505		—		121,700
Operating lease obligations		669,924		20,346		80,566		72,141		496,871

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 forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” in Part II, Item 1A of this Quarterly Report and 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 former 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.

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, except as discussed below.

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Interest Rate Risk

Airport Services Business

The senior debt for our airport services business comprises a non-amortizing $900.0 million floating rate facility maturing in 2014. A 1% increase in the interest rate on the $900.0 million airport services business debt would result in a $9.0 million increase in pro forma interest cost per year. A corresponding 1% decrease would result in a $9.0 million decrease in pro forma interest cost per year.

Our airport services business’ exposure to interest rate changes through the senior debt has been hedged through the use of interest rate swaps. The $900.0 million facility is fully hedged until 2012. These hedging arrangements will offset any additional interest rate expense incurred as a result of increases in interest rates. However, if interest rates decrease, the value of our hedge instruments will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the hedge instruments of approximately $17.7 million. A corresponding 10% relative increase would result in a $17.3 million increase in the fair market value.

IMTT

IMTT, at September 30, 2007, had two issues of New Jersey Economic Development Authority tax exempt revenue bonds outstanding with a total balance of $36.3 million where the interest rate is reset daily by tender. A 1% increase in interest rates on this tax exempt debt would result in a $363,000 increase in interest cost per year and a corresponding 1% decrease would result in a $363,000 decrease in interest cost per year. IMTT’s exposure to interest rate changes through this tax exempt debt has been hedged from October 2007 through November 2012 through the use of a $36.3 million face value 67% of LIBOR swap. As this interest rate swap is fixed against 67% of 30-day LIBOR and not the daily tax exempt tender rate, it does not result in a perfect hedge for short term rates on tax exempt debt although it will largely offset any additional interest rate expense incurred as a result of increases in interest rates. If interest rates decrease, the fair market value of this interest rate swap will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the interest rate swap of $522,000 and a corresponding 10% relative increase would result in a $510,000 increase in the fair market value.

IMTT, at September 30, 2007, had a $104.0 million floating rate term loan outstanding. A 1% increase in interest rates on the term loan would result in a $1.0 million increase in interest cost per year. A corresponding 1% decrease would result in a $1.0 million decrease in interest cost per year. IMTT’s exposure to interest rate changes through the term loan has been fully hedged through the use of an amortizing interest rate swap. These hedging arrangements will fully offset any additional interest rate expense incurred as a result of increases in interest rates. However, if interest rates decrease, the fair market value of the interest rate swap will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the interest rate swap of $1.6 million. A corresponding 10% relative increase in interest rates would result in a $1.6 million increase in the fair market value of the interest rate swap.

During July 2007, IMTT issued Gulf Opportunity Zone Bonds (GO Zone Bonds) to fund qualified project costs at its St. Rose and Geismar storage facilities. Under this program, IMTT received $135.4 million through September 2007 and used the proceeds to repay part of the outstanding balance under its revolving credit facility. The interest rate on the GO Zone Bonds is reset daily or weekly at IMTT’s option by tender. A 1% increase in interest rates on the outstanding GO Zone Bonds would result in a $1.4 million increase in interest cost per year and a corresponding 1% decrease would result in a $1.4 million decrease in interest cost per year. IMTT’s exposure to interest rate changes through the GO Zone Bonds has been largely hedged until June 2017 through the use of an interest rate swap which has a notional value that increases to $215.0 million through December 31, 2008. As the interest rate swap is fixed against 67% of the 30-day LIBOR rate and not the tax exempt tender rate, it does not result in a perfect hedge for short term rates on tax exempt debt although it will largely offset any additional interest rate expense incurred as a result of increases in interest rates. If interest rates decrease, the fair market value of the interest rate swap will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the interest rate swap of $1.4 million and a corresponding 10% relative increase would result in a $1.4 million increase in the fair market value.

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On September 30, 2007, IMTT had a total outstanding balance of $34.0 million under its U.S. revolving credit facility. A 1% increase in interest rates on this debt would result in a $340,000 increase in interest cost per year and a corresponding 1% decrease would result in a $340,000 decrease in interest cost per year. IMTT’s exposure to interest rate changes on its U.S. revolving credit facility has been largely hedged against 90-day LIBOR from October 2007 through March 2017 through the use of an interest rate swap which has a notional value that increases to $200.0 million through December 31, 2012. If interest rates decrease, the fair market value of the interest rate swap will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the interest rate swap of $5.3 million and a corresponding 10% relative increase would result in a $5.0 million increase in the fair market value.

As of September 30, 2007, IMTT had a total outstanding balance of $16.3 million under its Canadian revolving credit facility. A 1% increase in interest rates on this debt would result in a $163,000 increase in interest cost per year and a corresponding 1% decrease would result in a $163,000 decrease in interest cost per year.

District Energy Business

The senior debt for our district energy business comprises a non-amortizing $150.0 million floating rate facility maturing in 2014. A 1% increase in the interest rate on the $150.0 million district energy business debt would result in a $1.5 million increase in the interest cost per year. A corresponding 1% decrease would result in a $1.5 million decrease in interest cost per year.

Our district energy business’ exposure to interest rate changes through the senior debt has been hedged through the use of interest rate swaps. The $150.0 million facility is fully hedged until maturity. These hedging arrangements will offset any additional interest rate expense incurred as a result of increases in interest rates. However, if interest rates decrease, the value of our hedge instruments will also decrease. A 10% relative decrease in interest rates would result in a decrease in the fair market value of the hedge instruments of $4.5 million. A corresponding 10% relative increase would result in a $4.3 million increase in the fair market value.

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 September 30, 2007. 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 September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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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 1A. Risk Factors

Please see Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007.

Our Manager’s affiliation with Macquarie Bank Limited and the Macquarie Group may affect the market price of our LLC interests.

As a result of our Manager’s being a member of the Macquarie Group, negative market perceptions of Macquarie Bank Limited generally or of Macquarie’s infrastructure management model may affect market perceptions of our company and cause a decline in the price of our LLC interests unrelated to our financial performance and prospects.

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

None other than as previously disclosed in our Current Report on Form 8-K filed with the SEC on October 4, 2007.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

Appointment of Alternate Chairman

On November 6, 2007, our Manager appointed Stephen Mentzines as Alternate Chairman of our Board of Directors pursuant to the terms of the Management Agreement. He replaces Shemara Wikramanayake, who is returning to Macquarie’s Sydney office.

Mr. Mentzines joined the Macquarie Group in 1998 and has been working in the Investment Banking Group since that time, with broad-ranging business management and operations responsibility. He spent the first three years with Macquarie Capital principally involved in corporate leasing and lending and since 2001 he has worked within the IB Funds division (“IBF”) as its Chief Operating Officer. As Global Chief Operating Officer of IBF’s funds business Mr. Mentzines has responsibility for new funds development, capital raisings and management, operations, finance, legal, compliance, tax, structuring, investor relations, communications and public affairs activities. Under his leadership the business has created a sophisticated operating framework that manages legal, financial and public reputation risk to ensure ongoing high quality returns for investors.

Mr. Mentzines is also currently a director of the Macquarie Power & Infrastructure Income Fund and serves on the investment committees for three of the Macquarie Group’s North American unlisted managed vehicles.

IRS Agreement

On October 31, 2007, we received from the IRS an executed agreement permitting the Company to be treated as a corporation for federal income tax purposes effective as of January 1, 2007.

Item 6. Exhibits

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

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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 LLC
Dated: November 7, 2007	By: /s/ Peter Stokes Name: Peter Stokes Title: Chief Executive Officer
Dated: November 7, 2007	By: /s/ Francis T. Joyce Name: Francis T. Joyce Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
2.1*	Stock Option Agreement, dated August 8, 2007, by and between Kenneth C. Ricci and Macquarie Infrastructure Company LLC, and related assignment thereof.
10.1*	Loan Agreement, dated as of September 27, 2007, among Atlantic Aviation FBO Inc., the Lenders, as defined therein, and DEPFA BANK plc, as Administrative Agent, and Amendments No. 1 and No. 2 thereto.
10.2	Loan Agreement dated as of September 21, 2007 among Macquarie District Energy, Inc., Dresdner Bank AG New York Branch, as administrative agent and LaSalle Bank National Association, as issuing bank (incorporated by reference to the Registrants' Current Report on Form 8-K filed with the SEC on September 27, 2007).
10.3*	Amendment No.1, dated as of October 24, 2007 to Petroleum Feedstock Agreement, dated as of October 31, 1997, by and between Tesoro Hawaii Corporation and The Gas Company, LLC.
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
99.1*	Consolidated Financial Statements of SJJC Aviation Services, LLC and Subsidiaries for the year ended December 31, 2006 (audited) and the six months ended June 30, 2007 (unaudited)
99.2*	Unaudited Pro Forma Condensed Combined Financial Statements as of, and for the six months ended, June 30, 2007.
99.3*	Press Release

* Filed herewith.

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EX-2.1

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the “Agreement”) made and entered into as of August 8, 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 the date hereof 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 16, 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 $[___], the net amount of the per share value of the MAC Common as determined on the date hereof 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 date hereof 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.

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”);

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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 (i) transfer all or a portion of the Call Option to an affiliate to whom the Option Shares may be immediately transferred in compliance with Section 4.02 of the Share Pledge Agreement dated the date hereof by and between Stockholder and The Bank of New York, as collateral agent (“BONY Pledge”), and Macquarie shall cause such assignee to continue to qualify to receive the Option Shares in compliance with Section 4.02 of the BONY Pledge until the Option Shares have been transferred pursuant to the Put Option or Call Option and the consideration for the Option Shares paid or (ii) grant a security interest in the Call Option to secure the repayment of indebtedness of MAC, in each such case Macquarie shall remain primarily liable for and stand behind each of its obligations under the Call Option and otherwise under this Agreement; provided, that following the termination of the restrictions in the BONY Pledge regarding transferees of the Option Shares, Macquarie, upon written notice to the Stockholder, may transfer all or a portion of the Call Option to an affiliate, 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.

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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.

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 $[___], the net amount of the per share value of MAC Common as determined on the date hereof 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 date hereof 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.

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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;

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.

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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.

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.

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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).

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.

/s/ Kenneth C. Ricci

KENNETH C. RICCI

MACQUARIE INFRASTRUCTURE COMPANY, LLC
By:	/s/ Peter Stokes
	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: ___________

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Agreement”) is entered into as of the 8th day of August, 2007 by and between Macquarie Infrastructure Company, LLC, a Delaware limited liability company (“Assignor”) and Macquarie FBO Holdings LLC, a Delaware limited liability company and direct subsidiary of Assignor (“Assignee”). Capitalized terms used herein without definitions shall have the meanings ascribed to them in that certain Stock Option Agreement by and among Kenneth C. Ricci (the “Stockholder”) and Assignor, dated as of August 8, 2007, a copy of which is attached hereto (the “Option Agreement”).

WHEREAS, Assignor is a party to the Option Agreement;

WHEREAS, Section 6(b) of the Option Agreement expressly authorizes Assignor to assign the Call Option under the Option Agreement to an affiliate without the prior consent of the Stockholder, in which case Assignor shall remain primarily liable for and stand behind each of its obligations under the Call Option and otherwise in the Agreement;

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s right to the Call Option under the Option Agreement;

WHEREAS, Assignee has agreed to assume Assignor’s right to the Call Option; and

WHEREAS, Assignor has agreed to remain primarily liable for and stand behind each of its obligations under the Call Option and all other obligations and liabilities in, to and under the Option Agreement.

NOW THEREFORE, in consideration of the foregoing premises, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1.Assignment of Right to the Call Option. Assignor hereby assigns all of its right to the Call Option under the Option Agreement to Assignee, free and clear of any liens or encumbrances arising by, through or under Assignor, but otherwise without recourse, representation or warranty (express or implied) of any kind.

2.Liability of Assignor. Assignor acknowledges that it shall remain primarily liable for and stand behind each of its obligations under the Call Option and all other obligations and liabilities in, to and under the Option Agreement. Such assignment and assumption is without recourse, representation or warranty (express or implied) of any kind.

3.Certain Covenants and Agreements. Assignor covenants and agrees to make, execute and deliver any and all additional acts or documents as Assignee shall from time to time reasonably request to better assure, convey, assign and transfer or to otherwise vest in Assignee all right, title and interest of Assignor to the Call Option under the Option Agreement. Each of Assignor and Assignee covenants and agrees that it will not take, or fail to take, any action pursuant to the Option Agreement that could reasonably be expected to adversely affect the other party’s rights hereunder or thereunder.

4.Miscellaneous.

(a)This Agreement evidences the complete understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of each party.

(b)This Agreement shall be governed by the laws of the State of New York, without giving effect to its conflict of laws principles.

(c)This Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their successors in interest and assigns.

(d)This Agreement may be executed in counterparts, each of which shall be deemed an original, but together shall constitute one and the same document. Once signed, any reproduction of this Agreement made by reliable means (including photocopy or facsimile) shall be considered an original.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment Agreement as of the date first written above.

ASSIGNOR

Macquarie Infrastructure Company, LLC,

a Delaware limited liability company

/s/ Peter Stokes

Peter Stokes

Its: Chief Executive Officer

ASSIGNEE

Macquarie FBO Holdings LLC,

a Delaware limited liability company

Macquarie Infrastructure Company Inc.,

its managing member

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

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EX-10.1

Execution Version

LOAN AGREEMENT

dated as of September 27, 2007

among

ATLANTIC AVIATION FBO INC.

as Borrower,

THE LENDERS, as herein defined,

and

DEPFA BANK plc,

as Administrative Agent,

DEPFA BANK plc

as Mandated Lead Arranger and Book Runner

DEPFA BANK plc

as Issuing Bank

TABLE OF CONTENTS

		Page
ARTICLE I	INTERPRETATION	1
ARTICLE II	THE CREDIT FACILITIES	1
Section 2.1	Term Loan Facility	1
Section 2.2	Capex Facility	3
Section 2.3	Revolving Loan Facility	4
Section 2.4	Interest	7
Section 2.5	Interest Periods	8
Section 2.6	Repayment of Loans	8
Section 2.7	Use of Proceeds of Loans	9
Section 2.8	Termination or Reduction of Commitments	9
Section 2.9	Prepayments	10
Section 2.10	Fees	13
Section 2.11	Evidence of Indebtedness; Notes	13
Section 2.12	Payments Generally	14
Section 2.13	Sharing of Payments	14
Section 2.14	Letter of Credit Facility	15
ARTICLE III	TAXES AND YIELD PROTECTION	17
Section 3.1	Taxes	17
Section 3.2	Alternate Rate of Interest	19
Section 3.3	Illegality	19
Section 3.4	Increased Costs	20
Section 3.5	Funding Losses	21
Section 3.6	Duty to Mitigate; Replacement of Lenders	21
Section 3.7	Survival	22
ARTICLE IV	CONDITIONS PRECEDENT	22
Section 4.1	Conditions Precedent to Borrowing of Term Loans	22
Section 4.2	Conditions Precedent to All Loans	28
Section 4.3	Conditions Precedent to Effectiveness of this Agreement and the Commitments	29
ARTICLE V	REPRESENTATIONS AND WARRANTIES	31
Section 5.1	Due Incorporation, Qualification, etc	31
Section 5.2	Authority	31
Section 5.3	Enforceability	31
Section 5.4	Non-Contravention	32
Section 5.5	Approvals; No Other Business	32
Section 5.6	No Violation or Default	33
Section 5.7	Litigation	33
Section 5.8	Possession Under Leases; Title	33
Section 5.9	Financial Statements	34

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TABLE OF CONTENTS

(continued)

		Page
Section 5.10	Creation, Perfection and Priority of Liens	34
Section 5.11	Equity Securities	34
Section 5.12	No Agreements to Sell Assets; Etc	35
Section 5.13	Employee Benefit Plans	35
Section 5.14	Other Regulations	36
Section 5.15	Patent and Other Rights	36
Section 5.16	Governmental Charges	36
Section 5.17	Margin Stock	37
Section 5.18	Subsidiaries, Etc	37
Section 5.19	Solvency, Etc	37
Section 5.20	Labor Matters	37
Section 5.21	Contracts	38
Section 5.22	No Material Adverse Effect	39
Section 5.23	Accuracy of Information Furnished	39
Section 5.24	Brokerage Commissions	39
Section 5.25	Policies of Insurance	40
Section 5.26	Project Accounts	40
Section 5.27	Agreements with Affiliates and Other Agreements	40
Section 5.28	No Indebtedness	40
Section 5.29	Environmental Matters	40
Section 5.30	Fuel Payment Arrangements	41
Section 5.31	Supplementation of Representations and Warranties	41
ARTICLE VI	AFFIRMATIVE COVENANTS	41
Section 6.1	Financial Statements; Operating Reports; Financial Certifications	41
Section 6.2	Other Notices and Reports	42
Section 6.3	Books and Records	44
Section 6.4	Inspections	44
Section 6.5	Insurance	45
Section 6.6	Governmental Charges and Other Indebtedness	47
Section 6.7	Use of Proceeds	47
Section 6.8	General Business Operations	47
Section 6.9	Compliance with Legal Requirements and Contractual Obligations; Enforcement of Material Contracts	48
Section 6.10	Additional Collateral	48
Section 6.11	New Subsidiaries; Issuance of Additional Equity Securities	48
Section 6.12	Hedging Agreements	49
Section 6.13	Preservation of Security Interests	49
Section 6.14	Event of Loss	49
Section 6.15	Environmental Management System	50
Section 6.16	Further Assurances	50

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TABLE OF CONTENTS

(continued)

		Page
Section 6.17	Assignment of Material FBO Leases	50
Section 6.18	Extension of Material Contracts	51
Section 6.19	Pledge of Equity Securities of Subsidiaries	51
Section 6.20	Disposal of Aviation Maintenance Services Business	51
ARTICLE VII	NEGATIVE COVENANTS	52
Section 7.1	Indebtedness and Guarantee Obligations	52
Section 7.2	Liens, Negative Pledges	52
Section 7.3	Asset Dispositions	54
Section 7.4	Mergers, Acquisitions, Etc	55
Section 7.5	Investments	55
Section 7.6	Change in Business	55
Section 7.7	Payments of Indebtedness	55
Section 7.8	ERISA	55
Section 7.9	Transactions With Affiliates	56
Section 7.10	Accounting Changes	56
Section 7.11	Amendments of Material Documents	57
Section 7.12	Joint Ventures	57
Section 7.13	Management Fees; MIC Cost Allocations	57
Section 7.14	Jurisdiction of Formation	57
Section 7.15	Sales and Leaseback; Off-Balance Sheet Financing	57
Section 7.16	Expansion Capital Expenditures	58
ARTICLE VIII	EVENTS OF DEFAULT; REMEDIES	58
Section 8.1	Events of Default	58
Section 8.2	Remedies Upon Event of Default	62
Section 8.3	Waiver of Event of Default	63
ARTICLE IX	PROJECT ACCOUNTS & FLOW OF FUNDS	63
Section 9.1	Project Accounts	63
Section 9.2	Material Project Accounts	64
Section 9.3	Cash Management	65
Section 9.4	Debt Service Reserve Required Balance	65
Section 9.5	Payments to Reserve Accounts and Distribution Account	66
Section 9.6	Distributions	67
Section 9.7	Payments from Loss Proceeds Account	68
ARTICLE X	ADMINISTRATIVE AGENT	69
Section 10.1	Appointment and Authorization of Administrative Agent	69
Section 10.2	Delegation of Duties	69
Section 10.3	Liability of Administrative Agent	69
Section 10.4	Reliance by Administrative Agent	70

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TABLE OF CONTENTS

(continued)

		Page
Section 10.5	Notice of Default	70
Section 10.6	Credit Decision; Disclosure of Information	70
Section 10.7	Indemnification	71
Section 10.8	Administrative Agent in Its Individual Capacity	71
Section 10.9	Collateral Agency Agreement	72
Section 10.10	Successor Administrative Agent	72
Section 10.11	Lead Arrangers	73
ARTICLE XI	HEDGING ARRANGEMENTS	73
Section 11.1	Hedging Payments	73
Section 11.2	Voluntary Termination	73
Section 11.3	Involuntary Termination or Reduction	73
Section 11.4	Hedging Bank Joinder Agreements	74
ARTICLE XII	MISCELLANEOUS	74
Section 12.1	Amendments; Waivers	74
Section 12.2	Notices	75
Section 12.3	Expenses; Indemnity; Damage Waiver	77
Section 12.4	Successors and Assigns	78
Section 12.5	Confidentiality	81
Section 12.6	Limitation on Interest	81
Section 12.7	Right of Setoff	82
Section 12.8	Nonliability of Financing Parties	82
Section 12.9	Limitation of Recourse	83
Section 12.10	Integration	83
Section 12.11	Survival of Representations and Warranties	83
Section 12.12	Governing Law	84
Section 12.13	Submission To Jurisdiction; Waiver of Jury Trial	84
Section 12.14	Severability	84
Section 12.15	Headings	85
Section 12.16	Counterparts	85

APPENDIX A	Definitions and Rules of Interpretation	A-1
APPENDIX B	Form of Incremental Term Loan Facility Annex
SCHEDULES:
Schedule A-1	Material FBO Leases
Schedule A-2	Material Contracts
Schedule A-3	Existing MBL Hedges
Schedule A-4	Top 10 FBOs

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TABLE OF CONTENTS

(continued)

		Page
Schedule 2.1	Commitments and Pro Rata Shares
Schedule 2.7(b)	Capital Projects
Schedule 5.5	FBO Consents
Schedule 5.7	Legal Proceedings
Schedule 5.8	Leases
Schedule 5.10	Exceptions as to Liens
Schedule 5.13	Employee Benefit Plans
Schedule 5.15	Intellectual Property
Schedule 5.16	Taxes
Schedule 5.18	Subsidiaries
Schedule 5.21	Contracts
Schedule 5.25	Insurance
Schedule 5.26	Bank Accounts and Securities Accounts
Schedule 5.27	Agreements with Affiliates
Schedule 5.28	Existing Indebtedness
Schedule 5.29	Environmental Matters
Schedule 7.2	Existing Liens
Schedule 7.5(b)	Existing Investments

 

EXHIBITS:

EXHIBIT A	Form of Term Loan Borrowing Request
EXHIBIT B	Form of Capex Loan Borrowing Request
EXHIBIT C-1	Form of Revolving Loan Borrowing Request
EXHIBIT C-2	Form of Notice of Revolving Loan Conversion
EXHIBIT D	Form of Note
EXHIBIT E	Form of Financial Ratio Certification
EXHIBIT F	Terms of Permitted Subordinated Debt
EXHIBIT G	Form of Control Agreement
EXHIBIT H	Form of Assignment and Assumption
EXHIBIT I-1	Form of Collateral Agency Agreement
EXHIBIT I-2	Form of Security Agreement
EXHIBIT I-3	Form of Subsidiary Guaranty
EXHIBIT I-4	Form of Contribution Agreement
EXHIBIT I-5	Form of Subsidiary Security Agreement
EXHIBIT I-6	Form of Membership Interest Pledge Agreement
EXHIBIT I-7	Form of Share Pledge Agreement
EXHIBIT I-8	Form of Pledge Agreement
EXHIBIT J	Form of Hedging Bank Joinder Agreement

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LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”), dated as of September 27, 2007 among ATLANTIC AVIATION FBO INC., a Delaware corporation (the ”Borrower”); the several banks and other financial institutions from time to time parties hereto as lenders (the “Lenders”), issuing bank or hedging banks; and DEPFA BANK plc, as Administrative Agent (in such capacity, the “Administrative Agent”).

RECITALS

A.The Borrower has requested that the Lenders provide (i) term loans in connection with the refinancing of certain indebtedness of the Borrower and its Subsidiaries Mercury Air Centers, Inc. (“Mercury”) and SJJC Aviation Services, LLC (“SJJC”), the funding of a one-time distribution to the Investor to enable the repayment of certain indebtedness incurred by MIC in connection with the acquisition of indirect ownership of Mercury and SJJC, and certain other purposes permitted hereunder; (ii) capital expenditure loans to fund certain capital projects of the Borrower and its Subsidiaries; and (iii) a revolving credit facility for general working capital purposes and to issue letters of credit.

B.The Lenders are willing to provide such financing to the Borrower subject to and upon the terms and conditions set forth herein, and the Borrower is willing to execute and deliver this Loan Agreement on the terms and conditions provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

INTERPRETATION

All capitalized terms used but not defined in this Agreement shall have the respective meanings specified in Appendix A. The rules of interpretation set forth in Appendix A shall apply to this Agreement.

ARTICLE II

THE CREDIT FACILITIES

Section 2.1Term Loan Facility.

(a)Term Loan Commitments. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make term loans (each, a “Term Loan”) to the Borrower during the Term Loan Commitment Period in an aggregate principal amount not to exceed the amount of such Term Loan Lender’s Term Loan Commitment. Each Term Loan shall be made as part of a single Borrowing consisting of Term Loans made by the Term Loan Lenders ratably in accordance with their respective Pro Rata Shares. The Term Loans shall be available in not more than one Borrowing in an amount not exceeding $900,000,000 in the aggregate for the purposes specified in Section 2.7(a).

(b)Term Loan Borrowing Procedures.

(i)To request the Term Loan Borrowing, the Borrower shall deliver to the Administrative Agent an irrevocable Term Loan Borrowing Request in the form of Exhibit A, appropriately completed, which Borrowing Request specifies:

(A) the aggregate amount of the requested Term Loan Borrowing;

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

(C) the proposed use of the proceeds thereof.

The Term Loan Borrowing Request must be received by the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the date of the proposed Term Loan Borrowing, but in any case not earlier than 10:00 a.m., New York City time, ten (10) Business Days before the date of the proposed Term Loan Borrowing.

(ii)Promptly following receipt of the Term Loan Borrowing Request in accordance with this Section 2.1, the Administrative Agent shall advise each Term Loan Lender of the details thereof and of the amount of such Term Loan Lender’s Loan to be made as part of the requested Term Loan Borrowing. Each Term Loan Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Term Loan Lenders. Upon satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such Term Loans available to the Borrower by 2:00 p.m., New York City time, by wire transfer of such funds, in accordance with instructions reasonably acceptable to the Administrative Agent provided by the Borrower.

(iii)Unless the Administrative Agent shall have been notified in writing by any Term Loan Lender prior to the proposed date of the Term Loan Borrowing that such Term Loan Lender will not make available to the Administrative Agent such Term Loan Lender’s share of such Term Loan Borrowing, the Administrative Agent may assume that such Term Loan Lender will make such amount available to the Administrative Agent on such date in accordance with Section 2.1(b)(ii) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Term Loan Lender has not in fact made its share of the Term Loan Borrowing available to the Administrative Agent, such Term Loan Lender shall forthwith pay to the Administrative Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. If such Term Loan Lender does not pay such amount within three (3) Business Days after the date of the Term Loan Borrowing, the Administrative Agent may make a demand therefor from the Borrower, and the Borrower shall, without limitation of the Borrower’s rights against the defaulting Lender, pay such amount to the Administrative Agent, together with interest thereon from the date such amount was made available to the Borrower at the interest rate per annum applicable to the Term Loans advanced on the date of the Term Loan Borrowing. A notice of the Administrative Agent submitted to any Term Loan Lender or the Borrower with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.

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(iv)The failure of any Term Loan Lender to make any Term Loan required to be made by it shall not relieve any other Term Loan Lender of its obligations hereunder; provided that the Term Loan Commitments of the Term Loan Lenders are several and no Term Loan Lender shall be responsible for any other Term Loan Lender’s failure to make Term Loans as required herein.

Section 2.2Capex Facility

(a)Capex Loan Commitments. Subject to the terms and conditions set forth herein, each Capex Loan Lender severally agrees to make term loans (each, a “Capex Loan”) to the Borrower from time to time during the Capex Loan Commitment Period in an aggregate principal amount not to exceed the amount of such Capex Loan Lender’s Capex Loan Commitment. Each Capex Loan shall be made as part of a Borrowing consisting of Capex Loans made by the Capex Loan Lenders ratably in accordance with their respective Pro Rata Shares. The Capex Loans shall be available in multiple Borrowings, not to exceed one Borrowing per calendar month, in an amount not exceeding $50,000,000 in the aggregate, for the purposes specified in Section 2.7(b).

(b)Capex Loan Borrowing Procedures.

(i)To request a Capex Loan Borrowing, the Borrower shall deliver to the Administrative Agent an irrevocable Capex Loan Borrowing Request in the form of Exhibit B, appropriately completed, which Borrowing Request specifies:

(A) the aggregate amount of the requested Capex Loan Borrowing (which shall be not less than $250,000 and shall be an integral multiple of $50,000);

(B) the proposed date of the Capex Loan Borrowing, which shall be a Business Day; and

(C) the proposed use of the proceeds thereof.

Each Capex Loan Borrowing Request must be received by the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the date of the proposed Capex Loan Borrowing, but in any case not earlier than 10:00 a.m., New York City time, ten (10) Business Days before the date of the proposed Capex Loan Borrowing.

(ii)Promptly following receipt of a Capex Loan Borrowing Request in accordance with this Section 2.2, the Administrative Agent shall advise each Capex Loan Lender of the details thereof and of the amount of such Capex Loan Lender’s Loan to be made as part of the requested Term Loan Borrowing. Each Capex Loan Lender shall make each Capex Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Capex Loan Lenders. Upon satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent will make such Capex Loans available to the Borrower by 2:00 p.m., New York City time, by wire transfer of such funds, in accordance with instructions reasonably acceptable to the Administrative Agent provided by the Borrower.

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(iii)Unless the Administrative Agent shall have been notified in writing by any Capex Loan Lender prior to the proposed date of a Capex Loan Borrowing that such Capex Loan Lender will not make available to the Administrative Agent such Capex Loan Lender’s share of such Capex Loan Borrowing, the Administrative Agent may assume that such Capex Loan Lender will make such amount available to the Administrative Agent on such date in accordance with Section 2.2(b)(ii) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Capex Loan Lender has not in fact made its share of the applicable Capex Loan Borrowing available to the Administrative Agent, such Term Loan Lender shall forthwith pay to the Administrative Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. If such Capex Loan Lender does not pay such amount within three (3) Business Days after the date of a Capex Loan Borrowing, the Administrative Agent may make a demand therefor from the Borrower, and the Borrower shall, without limitation of the Borrower’s rights against the defaulting Lender, pay such amount to the Administrative Agent, together with interest thereon from the date such amount was made available to the Borrower at the interest rate per annum applicable to the Capex Loans advanced on the date of such Capex Loan Borrowing. A notice of the Administrative Agent submitted to any Capex Loan Lender or the Borrower with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.

(iv)The failure of any Capex Loan Lender to make any Capex Loan required to be made by it shall not relieve any other Capex Loan Lender of its obligations hereunder; provided that the Capex Loan Commitments of the Capex Loan Lenders are several and no Capex Loan Lender shall be responsible for any other Capex Loan Lender’s failure to make Capex Loans as required herein.

Section 2.3Revolving Loan Facility

(a)Revolving Loan Commitments. Subject to the terms and conditions set forth herein, each Revolving Loan Lender severally agrees to make loans for the purposes specified in Section 2.7(c) (each, a “Revolving Loan”) to the Borrower, from time to time during the Revolving Loan Commitment Period in such amounts as the Borrower may request under this Section 2.3 (and thereafter to make additional Revolving Loans to reimburse the Issuing Bank for Drawings under Letters of Credit as provided in Section 2.14); provided that the sum of (A) the aggregate principal amount outstanding of all Revolving Loans made by a Revolving Loan Lender after giving effect to all prepayment and repayments thereof and (B) such Revolving Loan Lender’s Pro Rata Share of the aggregate outstanding Letter of Credit Usage shall not exceed the Revolving Loan Commitment of such Revolving Loan Lenders at any given time, which aggregate Revolving Loan Commitments shall not exceed $20,000,000 at any time. Each Revolving Loan shall be made as part of a single Borrowing consisting of Revolving Loans made by the Revolving Loan Lenders ratably in accordance with their respective Pro Rata Shares. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Loans until the Revolving Loan Commitment Termination Date.

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(b)Revolving Loan Borrowing Procedures.

(i)To request a Revolving Loan Borrowing (other than a Borrowing to reimburse the Issuing Bank in respect of a Drawing), the Borrower shall deliver to the Administrative Agent an irrevocable Revolving Loan Borrowing Request in the form of Exhibit C-1, appropriately completed and duly signed by a Responsible Officer of the Borrower, which Revolving Loan Borrowing Request shall specify:

(A) the aggregate amount of the requested Revolving Loan Borrowing (which, other than a Borrowing to reimburse the Issuing Bank in respect of a Drawing, shall be not less than $100,000 and shall be an integral multiple of $50,000);

(B) the proposed date of such Revolving Loan Borrowing, which shall be a Business Day; and

(C) whether the requested Borrowing is to consist of Base Rate Revolving Loans or LIBOR Revolving Loans and, if the requested Borrowing consists of LIBOR Revolving Loans, the initial Interest Period selected by the Borrower for such LIBOR Revolving Loans in accordance with Section 2.5 of this Agreement.

Each Borrowing Request for a Borrowing consisting of LIBOR Revolving Loans must be received by the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the date of such proposed Revolving Loan Borrowing, and each Revolving Loan Borrowing Request for a Borrowing of Base Rate Revolving Loans must be received by the Administrative Agent not later than 10:00 a.m., New York City time, one (1) Business Day before the date of (or, if agreed to in writing by the Revolving Loan Lenders, on the date of) such proposed Revolving Loan Borrowing. Each Revolving Loan Borrowing shall be comprised entirely of Base Rate Revolving Loans or LIBOR Revolving Loans, as the Borrower may request in accordance herewith. If no election as to the Type of Loan is specified in the applicable Revolving Loan Borrowing Request, then the requested Revolving Loan Borrowing shall consist of Base Rate Loans. The procedures specified in this clause (i) shall not apply to any Revolving Loan Borrowing with respect to a Drawing under a Letter of Credit issued pursuant to Section 2.14.

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(ii)Promptly following receipt of a Revolving Loan Borrowing Request in accordance with this Section 2.3(b), the Administrative Agent shall advise each Revolving Loan Lender of the details thereof and of the amount of such Revolving Loan Lender’s Revolving Loan to be made pursuant to the requested Revolving Loan Borrowing. Each Revolving Loan Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Revolving Loan Lenders. Upon satisfaction of the applicable conditions set forth in Article IV, the Administrative Agent shall make such Revolving Loans available to the Borrower by 2:00 p.m., New York City time, by wire transfer of such funds in accordance with instructions reasonably acceptable to the Administrative Agent provided by the Borrower. Notwithstanding the foregoing, if, at the time of the Borrowing of such Revolving Loans, a Default or Event of Default has occurred and is continuing and the Required Lenders have provided notice to the Administrative Agent and each Revolving Loan Lender that the Revolving Loans may not be made while such Default or Event of Default is continuing, the Administrative Agent shall not make such Revolving Loans available to the Borrower. Each Revolving Loan Lender shall make the sole determination as to whether the applicable conditions to the obligation of such Revolving Loan Lender to make Revolving Loans set forth in Article IV have been satisfied.

(iii)Unless the Administrative Agent shall have been notified in writing by a Revolving Loan Lender prior to the proposed date of a Revolving Loan Borrowing that such Revolving Loan Lender will not make available to the Administrative Agent such Revolving Loan Lender’s Pro Rata Share of such Revolving Loan Borrowing, the Administrative Agent may assume that such Revolving Loan Lender will make such amount available to the Administrative Agent on such date in accordance with Section 2.3(b)(ii) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If a Revolving Loan Lender has not in fact made its Pro Rata Share of a Revolving Loan Borrowing available to the Administrative Agent, such Revolving Loan Lender shall forthwith pay to the Administrative Agent on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the Federal Funds Rate. If such Revolving Loan Lender does not pay such amount within three (3) Business Days after the date of such Revolving Loan Borrowing, the Administrative Agent may make a demand therefor from the Borrower, and the Borrower shall, without limitation of the Borrower’s rights against the defaulting Revolving Loan Lender, pay such amount to the Administrative Agent, together with interest thereon from the date such amount was made available to the Borrower at the interest rate per annum applicable to the Revolving Loans advanced on the date of such Revolving Loan Borrowing. A notice of the Administrative Agent submitted to any Revolving Loan Lender or the Borrower with respect to any amounts owing under this clause (iii) shall be conclusive in the absence of manifest error.

(iv)The failure of any Revolving Loan Lender to make any Revolving Loan required to be made by it shall not relieve any other Revolving Loan Lender of its obligations hereunder; provided that the Revolving Loan Commitments of the Revolving Loan Lenders are several and no Revolving Loan Lender shall be responsible for any other Revolving Loan Lender’s failure to make Revolving Loans as required herein.

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(c)Conversion of Revolving Loans. Subject to Section 3.5, the Borrower may convert any Revolving Loan Borrowing from one Type of Revolving Loan Borrowing to the other Type; provided that no Base Rate Revolving Loan may be converted into a LIBOR Revolving Loan after the occurrence and during the continuance of an Event of Default or a Revolver Event of Default; provided, further, that any conversion of a LIBOR Revolving Loan on any day other than the last day of the Interest Period therefor shall be subject to the payments required under Section 3.5. To request a conversion of a Revolving Loan Borrowing, the Borrower shall deliver to the Administrative Agent a Notice of Revolving Loan Conversion in the form of Exhibit C-2, appropriately completed and duly executed by a Responsible Officer of the Borrower, which Notice of Revolving Loan Conversion shall specify:

(i)the Revolving Loan Borrowing which is to be converted;

(ii)the Type of Revolving Loan Borrowing into which such Revolving Loan Borrowing is to be converted; and

(iii)the proposed date of the requested conversion, which shall be a Business Day.

Each Notice of Revolving Loan Conversion must be received by the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the date of the requested conversion, in the case of a conversion to a LIBOR Revolving Loan, and one (1) Business Day before the date of the requested conversion, in the case of a conversion to a Base Rate Revolving Loan.

Section 2.4Interest.

(a)Each LIBOR Loan shall bear interest during each Interest Period at a rate per annum equal to LIBOR for such Interest Period plus the Applicable Margin. Each Base Rate Revolving Loan shall bear interest at the Base Rate plus the Applicable Margin.

(b)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the highest interest rate otherwise applicable to the Loans as provided in the above paragraph (a) of this Section 2.4 or, if no Loans are then outstanding, 4% plus the Base Rate. Accrued and unpaid interest on past due amounts shall be due and payable on demand.

(c)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and at such other times as may be specified herein.

(d)All interest under this Section 2.4 shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or LIBOR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

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Section 2.5Interest Periods.

(a)Subject to paragraphs (b) through (e) below, the Borrower shall select the initial Interest Period for each LIBOR Loan in the relevant Borrowing Request and shall select each subsequent Interest Period for such LIBOR Loan in an irrevocable notice received by the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the start of that Interest Period; provided that if an Event of Default has occurred and is continuing at such time, in the discretion of the Administrative Agent such Interest Period shall have a period of one (1) month.

(b)To the maximum extent possible, all Term Loans and all Capex Loans shall at any given time be subject to a single Interest Period. The initial Interest Period for a Capex Loan disbursed after the Closing Date shall end on the same day as the last day of the then current Interest Period for Term Loans and Capex Loans then outstanding, and on the last day of such Interest Period, the respective Loans shall be consolidated and shall thereafter have the same Interest Period. There shall not be more than five (5) Interest Periods in effect with respect to Revolving Loans at any time.

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

(d)The initial Interest Period with respect to Borrowings of Term Loans, Capex Loans or LIBOR Revolving Loans made on the Closing Date shall end on December 31, 2007.

(e)Subject to paragraphs (a) through (d) above, if the Borrower fails to select an Interest Period for a Borrowing of a LIBOR Loan or an outstanding LIBOR Loan under paragraph (a) above, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

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

Section 2.6Repayment of Loans.

(a)Term Loans.

(i)The Borrower shall repay to the Administrative Agent for the account of the Term Loan Lenders on the Maturity Date the aggregate principal amount of the Term Loans outstanding on such date.

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

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(b)Capex Loans.

(i)The Borrower shall repay to the Administrative Agent for the account of the Capex Loan Lenders on the Maturity Date the aggregate principal amount of the Capex Loans outstanding on such date.

(ii)Principal amounts of Capex Loans repaid may not be reborrowed.

(c)Revolving Loans. The Borrower shall repay to the Administrative Agent for the account of the Revolving Loan Lenders on the Maturity Date the aggregate principal amount of the Revolving Loans outstanding on such date.

Section 2.7Use of Proceeds of Loans.

(a)Term Loans. The proceeds of the Term Loans shall be used solely (i) to refinance certain Indebtedness of the Borrower, Mercury and SJJC, (ii) to finance the Special Distribution; (iii) to fund the Mercury Preferred Shares Acquisition, (iv) to pay fees payable on the Closing Date to DEPFA, the Mandated Lead Arrangers, the Administrative Agent or the Collateral Agent; (v) to make payment of the Debt Service Reserve Required Balance into the Debt Service Reserve Account as required hereunder; and (vi) to pay or reimburse the Borrower, the Investor or MIC for costs and expenses incurred in connection with the closing of the Loans or the Mercury Preferred Shares Acquisition.

(b)Capex Loans. The proceeds of the Capex Loans shall be used solely to fund parts or all of the costs of, or repay existing Indebtedness of the Borrower or its Subsidiaries incurred in connection with, capital expenditure projects at FBOs operated by Subsidiaries as of the Closing Date that (i) are set forth on Schedule 2.7(b) hereto, (ii) are set forth on an amendment to Schedule 2.7(b) reasonably approved by the Administrative Agent acting at the direction of the Required Lenders (which amendments shall not be requested more than once per calendar quarter), or (iii) are not reasonably expected to cost more than $500,000 to complete.

(c)Revolving Loans. The proceeds of the Revolving Loans shall be used solely (i) to fund general working capital needs of the Borrower and its Subsidiaries; and (ii) to reimburse the Issuing Bank for Drawings.

(d)No Monitoring Obligation. The Administrative Agent shall not be obligated to monitor or verify the use of proceeds of any of the Loans.

Section 2.8Termination or Reduction of Commitments.

(a)The Borrower may, upon notice to the Administrative Agent, terminate the Commitments, or from time to time reduce the Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. New York City time three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (B) in the case of the Capex Loans, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, and (C) in the case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrower may not reduce the Revolving Loan Commitments to an amount less than the Letter of Credit Usage then outstanding. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Commitments. Any reduction of the Term Loan Commitments, the Capex Loan Commitments or the Revolving Loan Commitments shall be made ratably among the Term Loan Lenders, the Capex Loan Lenders or the Revolving Loan Lenders, as the case may be, in accordance with their respective Commitments, as the case may be. All commitment fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

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(b)If the Borrowing of the Term Loans has not been made on or before December 31, 2007, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately; and upon indefeasible payment in full of any Obligations then due and owing, the Loan Documents and the security interests created thereby shall be terminated.

(c)Any termination or reduction of any of the Commitments shall be permanent.

Section 2.9Prepayments.

(a)Terms of All Prepayments. Each prepayment of Loans shall be accompanied by accrued interest on the amount prepaid, any additional amounts required pursuant to Section 3.5 and any Hedging Termination Obligations payable in connection therewith.

(b)Optional Prepayments.

(i)The Borrower may, at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty on any Interest Payment Date (subject to Section 3.5); provided that the Borrower shall deliver notice to the Administrative Agent of any prepayment hereunder, which notice must be received by the Administrative Agent (A) not later than 10:00 a.m. five (5) Business Days prior to any proposed date of prepayment of Term Loans or Capex Loans, and (B) not later than 10:00 a.m. three (3) Business Days prior to the proposed date of prepayment of Revolving Loans. Any prepayment shall (x) in the case of Term Loans, be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) in the case of Capex Loans, be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof , and (z) in the case of Revolving Loans, be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof, or, in each case, if less, the entire principal amount of the relevant Loans then outstanding. Each such notice shall be irrevocable and shall specify (A) the date and amount of such prepayment, (B) whether the prepayment is of Term Loans, Capex Loans or Revolving Loans or a combination thereof, and, if a combination thereof, the amount of prepayment allocable to each, and (C) with respect to prepayments of Revolving Loans, the amounts to be applied to each Revolving Loan Borrowing outstanding.

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(ii)Promptly following receipt of any such notice of voluntary prepayment, the Administrative Agent shall advise the applicable Lenders of the contents thereof.

(iii)Any prepayment pursuant to this Section 2.9(b) applied to prepay (i) Term Loans or Capex Loans may not be reborrowed, and (ii) Revolving Loans may be reborrowed.

(c)Mandatory Prepayments.

(i)If during any period of six consecutive months, the aggregate cumulative amount of Net Asset Disposition Proceeds for such six-month period exceeds $1,000,000, the Borrower shall, 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, prepay the Loans in accordance with clause (vii) below in an aggregate principal amount equal to one hundred percent (100%) of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (i) with respect to any sale or series of related sales (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Asset Disposition Proceeds in replacement assets to the extent (x) the acquisition of such replacement assets occurs within 180 days from the date of such Relevant Sale and (y) no Event of Default shall have occurred and be continuing. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement assets, (A) the 180 day period provided in the preceding sentence shall elapse without the occurrence of the related acquisition or (B) an Event of Default shall have occurred and be continuing and the Required Lenders shall so direct, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (i).

(ii)If, at any time after the Closing Date, the Borrower or any of its Subsidiaries issues or incurs any Indebtedness, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments, but excluding Permitted Indebtedness, the Borrower shall, immediately after such issuance or incurrence, prepay the Loans in accordance with clause (vii) below in an aggregate principal amount equal to one hundred percent (100%) of the Net Debt Proceeds of such Indebtedness.

(iii)No later than three (3) Business Days following (x) the date of receipt by the Borrower or any of its Subsidiaries of any Net Insurance Proceeds (other than insurance proceeds in respect of business interruption or anticipated loss in revenue) or Net Condemnation Proceeds, or (y) if applicable, the end of the 180-day period described in the proviso below), the Borrower shall prepay the Loans in accordance with clause (vii) below in an amount equal to the aggregate amount of the sum of such Net Insurance Proceeds and Net Condemnation Proceeds in such fiscal year (excluding any amounts used to repair, restore or replace assets in accordance with the immediately following proviso); provided that the Borrower shall not be obligated to make a prepayment under this clause (iii) if and to the extent that (X) the Borrower advises the Administrative Agent in writing at the time the applicable Loan Party receives such proceeds that such Loan Party intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived, and does so within 180 days of receipt thereof (or such longer period as is reasonably required to complete such repair, restoration or replacement if so elected by the Borrower; provided that the applicable Loan Party shall have commenced such repair, restoration or replacement during such 180-day period and thereafter proceeds with all due diligence to complete such repair, restoration or replacement within a reasonable period of time acceptable to the Administrative Agent), it being understood that any Net Insurance Proceeds or Net Condemnation Proceeds retained by such Loan Party but not actually expended within such time period to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived shall at that time immediately be used to prepay the Loans in accordance with clause (vii) below, or (Y) the aggregate amount of all such Net Insurance Proceeds and Net Condemnation Proceeds received by the Borrower and its Subsidiaries in the immediately preceding twelve-month period does not exceed $1,000,000.

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(iv)If, following a deposit of monies to the Special Reserve Account pursuant to Section 9.5(a)(ii), one or more of the Distribution Conditions are not satisfied as of each of the succeeding two (2) consecutive Calculation Dates, all monies that have been on deposit in the Special Reserve Account for a period of two (2) consecutive fiscal quarters or longer shall be applied to prepay the Loans in accordance with clause (vii) below.

(v)The proceeds of any termination payment or similar compensation received by any Subsidiary of the Borrower from an Airport Authority or any other party in respect of the termination of any FBO Lease shall be applied, immediately upon receipt of such payment, to prepay the Loans in accordance with clause (vii) below.

(vi)Commencing on the Calculation Date following the fifth anniversary of the Closing Date and on each subsequent Calculation Date, the Borrower shall promptly and, in any event, no later than ten (10) Business Days after such Calculation Date, prepay the Loans in accordance with clause (vii) below in an aggregate principal amount equal to one hundred percent (100%) of the Excess Cash Flow for the calendar quarter ending on such Calculation Date.

(vii)All mandatory prepayments made pursuant to this Section 2.9 shall be applied (A) first, to prepay ratably any outstanding Term Loans together with any Hedging Termination Obligations payable under the Hedging Agreements as a result of the reduction of the notional amounts under any such Hedging Agreements due to such prepayment in accordance with Section 11.3(c) hereof, and (B) if the Term Loans shall have been paid in full, to prepay ratably any outstanding Capex Loans, and (C) if the Capex Loans shall have been paid in full, to prepay ratably any outstanding Revolving Loans (and, to the extent of any such prepayment, reduce the Revolving Loan Commitment), and (D) if no Revolving Loans are then outstanding, to Cash Collateralize the outstanding Letter of Credit Obligation.

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Section 2.10Fees.

(a)Commitment Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Term Loan Lender and each Capex Loan Lender a commitment fee equal to 0.40% per annum on the daily amount of the relevant Available Commitment of such Lender during the period from and including the Execution Date to but excluding the last day of the applicable Commitment Period, and (ii) to each Revolving Loan Lender for each such Revolving Loan Lender’s own account a commitment fee equal to 0.40% per annum on the daily amount of the Available Revolving Loan Commitment of such Revolving Loan Lender during the period from and including the Execution Date to but excluding the last day of the Revolving Loan Commitment Period. Accrued commitment fees shall be payable in arrears (A) 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 Execution Date, and (B) on the last day of the applicable Commitment Period. All commitment fees shall be calculated on the basis of a year of 360 days and for the actual days elapsed (including the first day but excluding the last day).

(b)Letter of Credit Fees. The Borrower shall pay to each Revolving Loan Lender a letter of credit fee for each Letter of Credit issued pursuant to Section 2.14 at a rate per annum equal to the Applicable Margin for LIBOR Loans multiplied by the daily maximum amount available to be drawn under such Letter of Credit, calculated on the basis of a year of 360 days and for the actual days elapsed (including the first day but excluding the last day), for the period from date of issuance of such Letter of Credit until the expiry or termination thereof. Such fee shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first of such dates to occur after the issuance of a Letter of Credit pursuant to Section 2.14, and (ii) on the Letter of Credit Expiration Date.

(c)Documentary And Processing Charges Payable To Issuing Bank. The Borrower shall pay directly to the Issuing Bank for its own account the customary and reasonable issuance, presentation, amendment, negotiation and other processing fees, and other standard and reasonable costs and charges, of the Issuing Bank relating to letters of credit as from time to time in effect. Such fees and charges are due and payable on demand and once paid, are nonrefundable.

(d)Other Fees. The Borrower agrees to pay to DEPFA, the Mandated Lead Arrangers, the Administrative Agent and the Collateral Agent for their own respective accounts fees payable in the amounts and at the times separately agreed upon between the Borrower and such parties, which fees shall be deemed to be payable hereunder.

(e)Fees Fully Earned When Paid. All fees shall be fully earned when paid and shall not be refundable under any circumstances.

Section 2.11Evidence of Indebtedness; Notes.

The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

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Section 2.12Payments Generally.

(a)Each payment by the Borrower hereunder (whether of principal, interest, fees or any other amount) shall be made prior to 12:00 noon, New York City time, on the date when due, in Dollars in immediately available funds, without condition or deduction for any counterclaim, defense, recoupment or setoff. Any amounts received after such time on any date may, in the discretion of the Administrative Agent or other applicable payee, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All payments to be made to the Administrative Agent shall be made to the account of the Administrative Agent at Citibank New York (CITIUS33); credit to account number 36209375; account name: DEPFA BANK PLC, New York Branch (DPFAUS33); Reference: Atlantic Aviation FBO, or such other account as may hereafter be designated by the Administrative Agent in writing. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly upon receipt thereof, in like funds as received.

(b)Except to the extent herein specifically provided otherwise, if any payment to be made by the Borrower under any Loan Document becomes due and payable on a day other than a Business Day, the date for payment shall be extended to the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees.

(c)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Section 2.13Sharing of Payments.

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on its Term Loans, Capex Loans or Revolving Loans or participation in the Letter of Credit Facility, resulting in such Lender receiving payment of a greater proportion of the aggregate amount of such Loans or such participation in the Letter of Credit Facility and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans, Capex Loans, Revolving Loans and participations in the Letter of Credit Facility of the other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Capex Loans, Revolving Loans and participations in the Letter of Credit Facility; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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Section 2.14Letter of Credit Facility.

(a)Letter of Credit Commitment. Subject to the terms and conditions set forth herein, the Issuing Bank agrees to issue standby Letters of Credit under the Letter of Credit Facility for the account of the Borrower from time to time prior to the Letter of Credit Expiration Date or, at any time when the Revolving Loan facility is in effect, during the Revolving Loan Commitment Period; provided that (i) no Letter of Credit shall be issued pursuant to this Section 2.14 or be entitled to the benefits hereunder prior to the Borrowing of the Term Loans, (ii) the face amount of any such requested Letter of Credit shall not, at the time of issuance, exceed the aggregate Available Revolving Loan Commitments of all Revolving Loan Lenders at any time when the Revolving Loan facility is in effect; (iii) the aggregate outstanding Letter of Credit Usage shall not exceed the Letter of Credit Sublimit at any time; and (iv) each such Letter of Credit shall have an expiration date that is no later than the date that is one (1) year from the date of issue, unless otherwise agreed to by the Issuing Bank; provided that no such Letter of Credit shall have an expiration date later than the Letter of Credit Expiration Date. The obligation of the Issuing Bank to issue Letters of Credit shall expire on the Letter of Credit Expiration Date or, if the Revolving Loan facility is in effect, the last day of the Revolving Loan Commitment Period. Each Letter of Credit pursuant to this Section 2.14 shall be in a form reasonably acceptable to the Issuing Bank.

(b)Procedure For Issuance of Letter of Credit. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit) pursuant to this Section 2.14, the Borrower shall deliver to the Issuing Bank (with a copy thereof to the Administrative Agent) (which request must be received by the Issuing Bank and the Administrative Agent not later than 10:00 a.m., New York City time, three (3) Business Days before the requested date of issuance, amendment, renewal or extension) an irrevocable written request for the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (a) of this Section 2.14), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.

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(c)Revolving Loan Lenders’ Participation. Immediately upon the issuance of a Letter of Credit in accordance with this Section 2.14, the Issuing Bank shall be deemed to have sold and transferred to each Revolving Loan Lender, and each Revolving Loan Lender shall be deemed to have purchased and received from the Issuing Bank, in each case irrevocably and without any further action by any party, an undivided interest and participation in such Letter of Credit, each Drawing and other Reimbursement Obligations of the Borrower in respect thereof in an amount equal to the respective Revolving Loan Lender’s Pro Rata Share of the applicable Outstanding Amount then in effect. The Issuing Bank shall promptly advise each Revolving Loan Lender of the changes in the applicable Outstanding Amount or Letter of Credit Expiration Date and any Drawing therefrom; provided that the failure to give such notice shall not limit or impair the rights of the Issuing Bank hereunder and under the Loan Documents.

(d)Payment of Drawing. Upon a Drawing, the Borrower shall be obligated to pay to the Issuing Bank a Reimbursement Obligation in the amount of the Drawing not later than 12:00 noon, New York City time, on the same Business Day that the Drawing is made, if the Borrower shall have received notice of such Drawing prior to 10:00 a.m., New York City time, on such date, or, if such notice was received by the Borrower after such time, then not later than 12:00 noon, New York City time on the immediately following Business Day unless the reimbursement is made by a Revolving Loan (and in the latter case such payment shall include interest on the Reimbursement Obligation from the date of the Drawing to such payment date). Unless the Borrower shall notify the Issuing Bank, the Revolving Loan Lenders and the Administrative Agent that such Reimbursement Obligation will be paid by the Borrower without using a Revolving Loan, the payment by the Issuing Bank of such Drawing shall be deemed automatically to be a request for the making by the Revolving Loan Lenders of Revolving Loans to the Borrower in the amount of the respective Revolving Loan Lender’s Pro Rata Share of such Drawing on the date of such Drawing, and the Issuing Bank shall promptly so notify each Revolving Loan Lender. Each Revolving Loan Lender shall, on the Business Day of the Drawing, make a Base Rate Revolving Loan for the account of the Borrower in an amount equal to the respective Revolving Loan Lender’s Pro Rata Share of the Drawing, the proceeds of which shall be applied to reimburse the Issuing Bank. The obligation of each Revolving Loan Lender to so reimburse the Issuing Bank by making a Revolving Loan shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. In the event that a Revolving Loan Lender fails to make available for the account of the Issuing Bank the amount of such Revolving Loan, the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at a rate equal to the daily average Federal Funds Rate.

(e)Conditions To Issuance of Letters of Credit. The obligation of the Issuing Bank to issue any Letter of Credit pursuant to this Section 2.14 is subject to the satisfaction, on the proposed issuance date, of the following conditions precedent: (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties of each Loan Party contained in the Loan Documents (as the same may have been modified through supplements or amendments to the related disclosure schedules in accordance with Section 5.31 hereof) shall be true, correct and accurate in all material respects on and as of such issuance date (except to the extent such representations and warranties relate to an earlier date).

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(f)Replacement of Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Revolving Loan Lenders, the replaced Issuing Bank and the successor Issuing Bank, and upon replacement of any outstanding Letters of Credit with replacements issued by the successor Issuing Bank; provided that any successor Issuing Bank shall have a credit rating for its Reference Debt that is reasonably acceptable to the beneficiaries of the replacement Letters of Credit. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.

ARTICLE III

TAXES AND YIELD PROTECTION

Section 3.1Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.1) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Legal Requirements.

(b)In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Legal Requirements.

(c)The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.1) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Issuing Bank, by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

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(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority in accordance with clause (a) or (b) above, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Each Foreign Lender shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the IRC (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the IRC. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower pursuant to this Agreement, and (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(f)If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender or the Issuing Bank, such Lender or the Issuing Bank, as the case may be, shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 3.1, and costs and expenses of the Administrative Agent. The obligation of the Lenders and the Issuing Bank under this Section 3.1 shall survive the termination of the Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.

(g)If a Lender assigns a Loan to a United States Person that is not an “exempt recipient” as defined in Treasury Regulation § 1.6049-4(c)(1)(ii), such assignee shall provide two duly signed and completed copies of IRS form W-9 (or any successor form thereto) to the Administrative Agent.

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Section 3.2Alternate Rate of Interest.

If prior to the commencement of any Interest Period or the borrowing of any LIBOR Loan, (a) the Administrative Agent or the Revolving Loan Lenders, as applicable, determine (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period or (b) the Administrative Agent is advised by the Required Lenders, or, in the case of LIBOR Revolving Loans, the Revolving Loan Lenders determine, that LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders or Revolving Loan Lenders, as applicable, of making or maintaining such Loans for such Interest Period, the Administrative Agent or the Revolving Loan Lenders, as applicable, shall promptly give notice thereof to the Borrower and, if applicable, the Required Lenders, by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent or the Revolving Loan Lenders, as applicable, notify the Borrower and, if applicable, such Required Lenders, that the circumstances giving rise to such notice no longer exist, the Administrative Agent or the Revolving Loan Lenders, as applicable, shall promptly give written notice thereof to the Borrower and, if applicable, such Required Lenders. If such notice is given with respect to Term Loans, the rate of interest on each applicable Lender’s Loans for each Interest Period thereafter will be the average cost of funds for the Required Lenders, as reasonably determined by the Administrative Agent, plus the Applicable Margin. If such notice is given with respect to Revolving Loans, all LIBOR Revolving Loans shall be deemed to have been converted into Base Rate Revolving Loans effective upon the giving of such notice, and LIBOR Revolving Loans shall thereafter not be available until the Revolving Loan Lenders advise the Borrower that the circumstances giving rise to such notice no longer exist.

Section 3.3Illegality.

If any Lender determines that any Legal Requirement has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, then, on notice thereof by such Lender to the Borrower (through the Administrative Agent, in the case of any Term Loans), any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender is a Revolving Loan Lender or such Lender may not lawfully continue to maintain such LIBOR Loans; provided that (i) in the case of Term Loans or Capex Loans, if prior to such prepayment date the affected Lender and the Borrower can agree upon an alternative mutually acceptable basis for determining the interest rate from time to time applicable to the Term Loans or Capex Loans owing to such Lender that will avoid such illegality (it being understood and agreed that the Base Rate shall be an acceptable substitute rate if the Borrower so elects and it shall be legal for such Lender to maintain its Loans as Base Rate Loans), such interest rate shall take effect from the date of such agreement in lieu of such required prepayment; and (ii) in the case of LIBOR Revolving Loans, if conversion of such Revolving Loans into Base Rate Loans will avoid such illegality, all LIBOR Revolving Loans shall be converted to Base Rate Revolving Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

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Section 3.4Increased Costs.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank (including any reserve established by the Federal Reserve Board); or

(ii)impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Loans made by such Lender or any Letter of Credit issued by the Issuing Bank pursuant to Section 2.14;

and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Loan or such Letter of Credit (or of maintaining its obligation to make any such Loan or Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

(b)If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 3.4 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as applicable, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 3.4 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 3.4 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; and provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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Section 3.5Funding Losses.

The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (i) any failure by the Borrower (for a reason other than the wrongful failure of such Lender to make a Loan) to borrow or prepay any Loan on the date or in the amount notified by the Borrower, or (ii) any payment or prepayment of any Loan on a day other than the last day of an Interest Period with respect thereto (whether voluntary, mandatory, by reason of acceleration, or otherwise), including the amount (if any) determined by the relevant Lender by which (x) the interest at the LIBOR which such Lender would have received for the period from the date of receipt of funds to repay or prepay a Loan to the last day of the applicable Interest Period for such Loan if the principal received had been paid on the last day of such Interest Period exceeds (y) the amount which such Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Interest Period. Any Lender demanding indemnification for any loss or expense sustained or incurred by it pursuant to this Section 3.5 shall, at the time of such demand, deliver to the Borrower a certificate specifying in reasonable detail the additional amount to be paid to it for any such loss or expense. Each determination by a Lender of the amounts owing to it pursuant to this Section 3.5 shall be conclusive and binding in the absence of manifest error.

Section 3.6Duty to Mitigate; Replacement of Lenders.

(a)If the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1, or if any Lender requests compensation under Section 3.4, or if the Borrower would be required to prepay the Loans of any Lender pursuant to Section 3.3, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4 or avoid the prepayment under Section 3.3, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.1, or if any Lender requests compensation under Section 3.4, or if the Borrower would be required to prepay the Loans of any Lender pursuant to Section 3.3, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from payments required to be made pursuant to Section 3.1 or a claim for compensation under Section 3.4, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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Section 3.7Survival.

All of the Borrower’s obligations under this Article III shall survive termination of the Commitments and the payment in full of all Obligations.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1Conditions Precedent to Borrowing of Term Loans.

The obligation of each Term Loan Lender to advance Term Loans on the Closing Date is subject to the satisfaction of the following conditions precedent:

(a)Principal Loan Documents.

(i)Each of the following documents shall be substantially in accordance with the relevant form attached hereto and otherwise in form and substance reasonably acceptable to the Required Lenders, shall have been duly authorized, executed and delivered by the parties thereto (such parties shall include, but not be limited to, the Borrower, the other Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders), shall be in full force and effect, and originals thereof shall have been delivered to the Administrative Agent and the Borrower:

(A) this Agreement;

(B) a Note in favor of each Lender requesting a Note, each in a principal amount equal to that Lender’s Commitment;

(C) the Collateral Agency Agreement;

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(D) the Security Agreement;

(E) the Subsidiary Guaranty and the Contribution Agreement;

(F) the Subsidiary Security Agreement;

(G) the Pledge Agreements; and

(H) all other Security Documents.

(ii)A copy (which may be in electronic form satisfactory to the Administrative Agent) of each of the Material Contracts in existence as of the Closing Date shall have been delivered to the Administrative Agent, together with a certificate of a Responsible Officer of the Borrower certifying as of the Closing Date that each such Material Contract delivered (A) is a true, correct and complete copy of such document and (B) is in full force and effect.

(b)Base Case Projections. The Administrative Agent shall have received the Base Case Projections of the Borrower, certified as such by a Responsible Officer of the Borrower, approved in a certification by the Model Auditor and in form and substance satisfactory to the Administrative Agent, including therein projections of revenues, operating expenses, cash flow, debt service, capital expenditures (which items shall be categorized to show discretionary capital expenditures to be undertaken in the ordinary course of business and Expansion Capital Expenditures) and other related items, and which shall show (i) a minimum projected Debt Service Coverage Ratio for the period from the Closing Date through the fifth anniversary thereof of at least 1.9 to 1.0, and (ii) a maximum projected Leverage Ratio of less than 6.40x as of each Calculation Date occurring on or after the Closing Date, together with a certification as of the Closing Date by a Responsible Officer of the Borrower that the Base Case Projections are based on reasonable assumptions and prepared in good faith taking into account all information known to such officer, after due inquiry. The Administrative Agent shall have received a report of the Model Auditor satisfactory to the Administrative Agent regarding the Model Auditor’s audit of the Base Case Projections.

(c)Pro Forma Balance Sheet. The Administrative Agent shall have received a certified copy of a pro forma balance sheet setting forth the assets and liabilities of the Borrower and its Subsidiaries on a consolidated basis.

(d)Hedging Arrangements. The Borrower shall have entered into Hedging Agreements with the Hedging Banks, and into novation agreements with respect to the Existing Hedges, on terms acceptable to the Borrower, the Hedging Banks and the Administrative Agent, which Hedging Transactions shall establish, in the aggregate, a fixed interest rate for at least 100% of the Term Loans projected to be outstanding for the period from the Closing Date to the fifth (5^th) anniversary of the Closing Date.

(e)Organizational Documents. The Administrative Agent shall have received the following:

(i)the certificate of incorporation, articles of incorporation, certificate of limited partnership, certificate of formation, articles of organization or comparable document of each Loan Party, certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its state of incorporation or formation;

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(ii)a certificate of good standing (or comparable certificate), certified as of a recent date prior to the Closing Date by the Secretary of State (or comparable public official) of its state of incorporation or formation stating that each Loan Party is in good corporate or limited liability company and tax standing under the laws of such states;

(iii)a certificate of the Secretary or an Assistant Secretary (or comparable officer) of each Loan Party, dated the Closing Date, certifying that (A) provided in connection therewith is a true and correct copy (which may be in electronic form satisfactory to the Administrative Agent) of the bylaws, partnership agreement, limited liability company agreement or comparable document of each Loan Party as in effect on the Closing Date; (B) provided in connection therewith are true and correct copies of resolutions duly adopted by the board of directors or other governing body of each Loan Party (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by each Loan Party of the Loan Documents to be executed by such Loan Party and the consummation of the transactions contemplated thereby; and (C) there are no proceedings for the dissolution or liquidation of each Loan Party; and

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

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

(i)(A) audited Financial Statements (each prepared on a consolidated basis) of (1) the Borrower and its Subsidiaries as of and for the fiscal years ended December 31, 2006 and 2005; (2) Mercury and its Subsidiaries as of and for the fiscal years ended June 30, 2006 and 2005, and (3) SJJC and its Subsidiaries as of and for the fiscal years ended December 31, 2006 and 2005, and (B) unaudited Financial Statements (each prepared on a consolidated basis) of (1) Mercury and its Subsidiaries as of and for the fiscal year ended June 30, 2007, and (2) the Borrower and SJJC and their respective Subsidiaries as of and for the three month periods ended March 31, 2007, and June 30, 2007, each of which shall be certified by a Responsible Officer of the Borrower as being, to his Actual Knowledge after due inquiry, complete in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of the Borrower, Mercury and SJJC and their respective Subsidiaries on such dates and for any periods then ended, in accordance with GAAP applied on a consistent basis;

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(ii)a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect;

(iii)a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of the Borrower and its Subsidiaries (after giving effect to the incurrence of Indebtedness pursuant to the Loan Documents); and

(iv)such other financial, business and other information regarding the Investor, the Borrower or any of its Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, existing or threatened litigation, tax matters, environmental matters and obligations for employee benefits and compensation.

(g)Security Documents. Except with respect to Motor Vehicles and other Equipment covered by a certificate of title or ownership, all filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the security interests contemplated to be granted to the Collateral Agent for the benefit of the Secured Parties under the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received:

(i)Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Collateral Agent in this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens (A) which are expressly permitted by this Agreement to be prior or (B) for which the Administrative Agent has received a termination statement;

(ii)a Control Agreement for each of the Material Project Accounts, in each case upon terms and provisions satisfactory to the Administrative Agent, appropriately completed and duly executed by the Borrower, the Collateral Agent and the depositary bank with which such Material Project Account is maintained;

(iii)evidence reasonably satisfactory to the Administrative Agent that the instructions for all required transfers of funds are in place as required under Section 9.1(b);

(iv)such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents; and

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(v)such other evidence as the Administrative Agent may request to establish that the Liens granted to the Collateral Agent for the benefit of the Secured Parties in this Agreement, the Security Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

(h)Opinions of Counsel. The Administrative Agent shall have received a favorable written opinion, addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender and dated the date of the Closing Date, of:

(i)Pillsbury Winthrop Shaw Pittman LLP, special counsel to the Borrower and certain of the Loan Parties;

(ii)Nelson Mullins Riley & Scarborough LLP, special Georgia and South Carolina counsel to the Borrower;

(iii)Balch & Bingham LLP, special Alabama counsel to the Borrower;

(iv)Jones Vargas, special Nevada counsel to the Borrower;

(v)Perkins Coie LLP, special Colorado counsel to the Borrower; and

(vi)Emmet, Marvin & Martin LLP, counsel to the Collateral Agent.

Each such opinion shall be in customary form and substance reasonably satisfactory to the Administrative Agent and address such matters as the Administrative Agent may reasonably request.

(i)Insurance. All insurance required to be maintained by the Borrower and its Subsidiaries under Section 6.5 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 6.5, and the Administrative Agent shall have received (a) a certificate or certificates of an independent insurance broker or carrier reasonably satisfactory to the Administrative Agent in confirmation thereof and (b) an insurance report prepared by the Insurance Consultant in form and substance satisfactory to the Administrative Agent.

(j)Accounts. The Accounts required under the Collateral Agency Agreement shall have been established to the reasonable satisfaction of the Administrative Agent, and the Borrower shall have executed and delivered all relevant documents to be entered into with the Collateral Agent with respect to the establishment of the Accounts.

(k)Governmental Approvals And Material Contracts. All Governmental Authorizations required for the operation of the businesses of the Borrower and its Subsidiaries shall be in full force except as could not reasonably be expected to have a Material Adverse Effect. There shall not be any default under any Material Contract or Governmental Authorization that could reasonably be expected to have a Material Adverse Effect or permit any party to a Material Contract to terminate such document or suspend its performance thereunder.

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(l)Repayment of Indebtedness; Fees, etc.. The Administrative Agent shall have received evidence satisfactory to it that (i) all existing Indebtedness of the Borrower and its Subsidiaries (including Mercury and SJJC) has been or concurrently with the Closing Date is being repaid in full (other than Permitted Indebtedness); and (ii) the Borrower shall have paid (or shall simultaneously pay with proceeds of the initial Borrowing of Term Loans) all fees, costs and other expenses and all other amounts then due and payable pursuant to this Agreement.

(m)Release of Prior Liens. The Administrative Agent shall have received evidence satisfactory to it of the termination and release of all liens and security interests in and to the Collateral which had been granted to secure the obligations of each of the Borrower, Mercury and SJJC in respect of the Indebtedness being refinanced by the Term Loans.

(n)Acquisition of Equity Securities of Mercury and SJJC. The Administrative Agent shall have received evidence satisfactory to it that the Borrower shall have acquired all right, title and interest in and to 100% of the issued and outstanding Equity Securities of each of Mercury and SJJC, in each case free and clear of all Liens.

(o)Operating Budget. The Administrative Agent shall have received a business plan and operating budget for the remainder of the calendar year 2007, 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 for such period on a monthly basis.

(p)Leasehold Mortgages. To the extent that a FBO Lease permits without the consent of the relevant Airport Authority, or the applicable Airport Authority has authorized, the granting of a Lien in the leasehold interest under such FBO Lease, 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, provided that the Administrative Agent, acting at the direction of the Mandated Lead Arrangers, may waive the requirement to record such mortgage or deed of trust with respect to one or more specific FBO Leases in cases where the recording of such mortgage or deed of trust would require amendments to the relevant FBO Lease (such waiver not to be unreasonably withheld or delayed).

(q)Consents. All third party approvals and consents (including all required Governmental Authorizations) necessary to consummate the transactions contemplated by the Loan Documents (including the transfer of all of the common Equity Securities of Mercury and SJJC to the Borrower) shall have been duly obtained and shall be in full force and effect and in form and substance satisfactory to the Administrative Agent, and the Administrative Agent shall have received a copy of such approval or consent certified by the applicable Loan Party.

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(r)Other Documents, Etc. The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.

Section 4.2Conditions Precedent to All Loans.

The obligation of each Lender to advance Loans on a Disbursement Date (including the disbursement of Term Loans on the Closing Date), other than a Loan resulting from a Drawing on a Letter of Credit as provided in Section 2.14, is subject to the satisfaction of the following conditions precedent:

(a)Initial Capex and Revolving Loan Borrowings and Letter of Credit. With respect to the initial Borrowing of Capex Loans and Revolving Loans and the initial issuance of a Letter of Credit pursuant to Section 2.14, the initial Borrowing of Term Loans shall have occurred or shall concurrently occur.

(b)Borrowing Request. The Administrative Agent shall have timely received a fully executed copy of a Borrowing Request for the applicable Disbursement Date, as the case may be, in compliance with the requirements of Section 2.1, 2.2 or 2.3, as applicable.

(c)Representation And Warranties. The representations and warranties of the Borrower and each other Loan Party contained in the Loan Documents (as the same may have been modified through supplements or amendments to the related disclosure schedules in accordance with Section 5.31 hereof) shall be true, correct and accurate in all material respects on and as of the applicable Disbursement Date (except to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties shall be true in all material respects as of such date).

(d)No Default Or Event of Default. NoDefault 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.

(e)Debt Service Reserve Account. The Debt Service Reserve Account shall have been funded in an amount equal to not less than the Debt Service Reserve Required Balance, other than any portion thereof that will be wired by the Administrative Agent to the Collateral Agent out of the proceeds of a Borrowing of Loans or, in the case of the disbursement of Term Loans on the Closing Date, that will be deposited therein by the Collateral Agent from any reserve account maintained in respect of the Indebtedness refinanced by the initial Borrowing of Term Loans; provided that in lieu of a cash deposit to the Debt Service Reserve Account, the Borrower may fund all or any portion of the Debt Service Reserve Required Balance with a Debt Service Reserve Letter of Credit issued by an Acceptable Issuer pursuant to Section 9.4 of this Agreement.

(f)No Material Adverse Effect. Since the date of the most recent audited Financial Statements provided to the Administrative Agent, no event or circumstance shall have occurred or reasonably be expected to occur, which, individually or in the aggregate with other such events or circumstances, has had a continuing Material Adverse Effect or which could reasonably be expected to have a Material Adverse Effect.

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(g)Other Documents, etc. The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.

Each Borrowing shall be deemed to be a representation and warranty by the Borrower that each of the statements set forth above in clauses (c) through (f) of this Section 4.2 is true and correct as of the date of such Borrowing.

Section 4.3Conditions Precedent to Effectiveness of this Agreement and the Commitments.

This Agreement and the Commitments shall become effective upon the satisfaction of the following conditions precedent:

(a)Organizational Documents. The Administrative Agent shall have received the following:

(i)the certificate of incorporation of the Borrower, certified as of a recent date prior to the Execution Date by the Secretary of State of its state of incorporation;

(ii)a certificate of good standing, certified as of a recent date prior to the Execution Date by the Secretary of State of its state of incorporation stating that the Borrower is in good corporate and tax standing under the laws of such states;

(iii)a certificate of a Responsible Officer of the Borrower, dated the Execution Date, certifying that (A) provided in connection therewith is a true and correct copy (which may be in electronic form satisfactory to the Administrative Agent) of the bylaws of the Borrower as in effect on the Execution Date; (B) provided in connection therewith are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of the Loan Documents to be executed by it and the consummation of the transactions contemplated thereby; and (C) there are no proceedings for the dissolution or liquidation of the Borrower;

(iv)a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Execution Date, certifying the incumbency, signatures and authority of the officers of the Borrower authorized to execute, deliver and perform the Loan Documents to be executed by the Borrower;

(v)a certificate of a Responsible Officer of the Borrower, dated the Execution Date, certifying that each of the following representations and warranties are true and correct as of the Execution Date, and such representations and warranties shall be deemed made hereunder as of the Execution Date for all purposes of the Loan Documents, including Section 8.1(g):

(A) Due Incorporation, Qualification, etc. The Borrower (1) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (2) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (3) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license and where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.

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(B) Authority. The execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby (1) are within the power of the Borrower and (2) have been duly authorized by all necessary actions on the part of the Borrower.

(C) Enforceability. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by bankruptcy, fraudulent conveyance, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(D) Non-Contravention. The execution and delivery by the Borrower of this Agreement and the performance by the Borrower of its obligations hereunder do not (1) contravene the Borrower’s organizational documents; (2) violate any Legal Requirement applicable to the Borrower; (3) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of the Borrower or (4) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any Property, asset or revenue of the Borrower other than Permitted Liens.

(E) Approvals. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person (including equity holders of any Person) is required in connection with the execution or delivery by the Borrower of this Agreement and the performance by the Borrower of its obligations hereunder.

(F) No Violation or Default. No Default or Event of Default has occurred and is continuing.

(G) Litigation. Except as set forth in Schedule 5.7, no actions (including derivative actions), suits, proceedings (including arbitration proceedings or mediation proceedings) or investigations are pending or, to Borrower’s knowledge, threatened against any of the Loan Parties at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which (1) if adversely determined, could reasonably be expected (alone or in the aggregate) to have a Material Adverse Effect or (ii) seek to enjoin, either directly or indirectly, the execution or delivery by the Borrower of this Agreement or the performance by the Borrower of its obligations hereunder and thereunder.

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(b)Opinion 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 Financing Party and dated the Execution Date, of Pillsbury Winthrop Shaw Pittman LLP, special counsel to the Borrower. Such opinion shall be in customary form and substance reasonably satisfactory to the Administrative Agent and address such matters as the Administrative Agent may reasonably request.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Administrative Agent and the other Financing Parties that as of the date of each Borrowing and each issuance of a Letter of Credit (except to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties shall be true as of such date):

Section 5.1Due Incorporation, Qualification, etc.

Each Loan Party (a) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation; (b) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (c) is duly qualified, licensed to do business and in good standing as a foreign corporation, partnership or limited liability company, as applicable, in each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license and where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.

Section 5.2Authority.

The execution, delivery and performance by each Loan Party of each Loan Document executed, or to be executed, by such Loan Party and the consummation of the transactions contemplated thereby (a) are within the power of such Loan Party and (b) have been duly authorized by all necessary actions on the part of such Loan Party.

Section 5.3Enforceability.

Each Loan Document executed, or to be executed, by each Loan Party has been, or will be, duly executed and delivered by such Loan Party and constitutes, or will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as limited by bankruptcy, fraudulent conveyance, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

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Section 5.4Non-Contravention.

The execution and delivery by each Loan Party of the Loan Documents executed by such Loan Party and the performance and consummation by each Loan Party of the transactions contemplated thereby do not (a) contravene such Loan Party’s organizational documents; (b) violate any Legal Requirement applicable to such Loan Party; (c) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of such Loan Party or (d) result in the creation or imposition of any Lien (or the obligation to create or impose any Lien) upon any Property, asset or revenue of such Loan Party (except such Liens as may be created in favor of the Collateral Agent for the benefit of itself and the Secured Parties pursuant to this Agreement or the other Loan Documents).

Section 5.5Approvals; No Other Business.

(a)Except as set forth on Schedule 5.5, no material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person (including equity holders of any Person) is required in connection with the execution, delivery or performance by any Loan Party of the Loan Documents executed by such Loan Party or consummation of the transactions contemplated thereby, except for those which have been made or obtained and are in full force and effect.

(b)All Governmental Authorizations required for the ownership, leasing, operation and maintenance of the businesses of the Borrower and its Subsidiaries have been duly obtained and are in full force and effect without any known conflict with the rights of others and free from any unduly burdensome restrictions, exceptwhere any such failure to obtain such Governmental Authorizations or any such conflict or restriction could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. None of the Borrower or any of its Subsidiaries has Actual Knowledge of any notice or other communication from any Governmental Authority regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Governmental Authorization, or (ii) any other limitations on the conduct of business by any such Loan Party, except where any such revocation, withdrawal, suspension, termination, modification, imposition or limitation could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(c)Except for any consents or approvals required for the Collateral Agent or any foreclosure purchaser to become the lessee under any FBO Lease or as set forth on Schedule 5.5, no Governmental Authorization is required for either (i) the pledge or grant by any Loan Party of the Liens purported to be created in favor of the Collateral Agent for the benefit of the Secured Parties in connection herewith or any other Loan Document or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Security Documents or created or provided for by any Governmental Rule), except, in each case, for (A) such Governmental Authorizations that have been obtained and are in full force and effect and fully disclosed to Administrative Agent in writing, and (B) filings or recordings contemplated in connection with this Agreement or any Security Document.

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(d)None of the Borrower, Mercury, SJJC or any of their respective Subsidiaries engages, either directly or indirectly, in any business other than the businesses conducted by the Borrower and its Subsidiaries as of the Execution Date or any business substantially related or incidental thereto.

Section 5.6No Violation or Default.

(a)None of the Borrower or any of its Subsidiaries is in violation of or in default with respect to (i) any Legal Requirement applicable to such Person or (ii) any Contractual Obligation of such Person (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default could reasonably be expected to have a Material Adverse Effect.

(b)Without limiting the generality of the foregoing, none of the Borrower or any of its Subsidiaries (i) has violated any Environmental Laws, (ii) has any liability under any Environmental Laws or (iii) has Actual Knowledge of an investigation or is under investigation by any Governmental Authority having authority to enforce Environmental Laws, where such violation, liability or investigation could reasonably be expected to have a Material Adverse Effect.

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

Section 5.7Litigation.

Except as set forth in Schedule 5.7, no actions (including derivative actions), suits, proceedings (including arbitration proceedings or mediation proceedings) or investigations are pending or, to Borrower’s knowledge, threatened against any of the Loan Parties at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which (i) if adversely determined, could reasonably be expected (alone or in the aggregate) to have a Material Adverse Effect or (ii) seek to enjoin, either directly or indirectly, the execution, delivery or performance by any Loan Party of the Loan Documents or the transactions contemplated thereby.

Section 5.8Possession Under Leases; Title.

(a)Schedule 5.8 lists all Material Leases, including the Heliport Contract. The Borrower and its Subsidiaries have complied with all material obligations under all Material Leases to which they are a party and enjoy peaceful and undisturbed possession under such Material Leases. Neither the Borrower nor any of its Subsidiaries own any real property.

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(b)The Borrower and its Subsidiaries own and have good and marketable title, or a valid leasehold interest in, all Property necessary in their businesses as currently conducted and as currently proposed to be conducted.

(c)None of the Property referred to in the foregoing paragraph (b) is subject to Liens other than Permitted Liens.

Section 5.9Financial Statements.

The Financial Statements of the Borrower and its Subsidiaries (prepared on a consolidated basis) which have been delivered to the Administrative Agent in accordance with Section 6.1, (a) are in accordance with the books and records of such Loan Parties, which have been maintained in accordance with good business practice; (b) have been prepared in conformity with GAAP subject, in the case of unaudited Financial Statements only, to normal year-end audit adjustments and the absence of footnotes, none of which, if provided, would reflect a material adverse change in the business, assets, financial condition or operating performance of such Loan Parties taken as a whole; and (c) fairly present in all material respects the financial conditions and results of operations of such Loan Parties, respectively, as of the date thereof and for the period covered thereby. Neither the Borrower nor any of its Subsidiaries have any contingent obligations, liability for taxes or other outstanding obligations (including obligations in respect of off-balance sheet transactions) required to be shown on an annual or quarterly Financial Statement, as applicable, in accordance with GAAP, which, in any such case, are material in the aggregate, except as disclosed in the audited Financial Statements furnished to the Administrative Agent prior to the Closing Date pursuant to Section 4.1(f)(i), or in the Financial Statements delivered to the Administrative Agent pursuant to Sections 6.1(a) or (b) or otherwise disclosed in writing to the Administrative Agent.

Section 5.10Creation, Perfection and Priority of Liens.

Except as set forth on Schedule 5.10 and except with respect to Motor Vehicles and other Equipment covered by a certificate of title or ownership, as of the Closing Date, (a) the execution and delivery of the Loan Documents by the Loan Parties, together with the filing of any Uniform Commercial Code financing statements and the recording of the U.S. Patent and Trademark Office filings delivered to the Administrative Agent for filing and recording, and the recording of any mortgages or deeds of trust delivered to the Administrative Agent for recording (but not yet recorded), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, as security for the Obligations, a valid and perfected first priority Lien on all of the Collateral as of the Closing Date (subject only to Permitted Liens), and (b) all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect.

Section 5.11Equity Securities.

All outstanding Equity Securities of the Borrower and its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, conversion rights, warrants or other agreements or commitments of any nature whatsoever (firm or conditional) obligating any such Loan Party to issue, deliver, sell or purchase, or cause to be issued, delivered, sold or purchased, any additional Equity Securities of any such Loan Party, or obligating any such Loan Party to grant, extend or enter into any such agreement or commitment. All Equity Securities of each such Loan Party have been offered and sold in compliance with all federal and state securities laws and all other Legal Requirements, except where any failure to comply is not reasonably likely to have a Material Adverse Effect.

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Section 5.12No Agreements to Sell Assets; Etc.

Neither the Borrower nor any of its Subsidiaries have any legal obligation, absolute or contingent, to any Person to sell the assets of such Loan Party (except as permitted by Section 7.3), or to effect any merger, consolidation or other reorganization of any such Loan Party (except as permitted by Section 7.4) or to enter into any agreement with respect thereto.

Section 5.13Employee Benefit Plans.

(a)Except as set forth on Schedule 5.13, no Employee Benefit Plan is a Plan as of the Closing Date, and no Employee Benefit Plan with a reasonably expected annual contribution obligation of more than $500,000 is a Plan. Except as set forth on Schedule 5.13, as of the Closing Date, neither the Borrower nor any of its Subsidiaries have any liability with respect to any post-retirement benefit under any Employee Benefit Plan which is an employee welfare benefit plan (as defined in section 3(1)  of ERISA), other than (i) liability for health plan continuation coverage described in Part 6 of Title I of ERISA, or (ii) other liability which could not reasonably be expected to have a Material Adverse Effect.

(b)Except for compliance failures which may be corrected under the Employee Plans Compliance Resolution System without a Material Adverse Effect, each Employee Benefit Plan maintained by the Borrower or any Subsidiary complies, in both form and operation, in all material respects, with its terms, ERISA and the IRC, and, to the knowledge of the Borrower, no condition exists or event has occurred with respect to any Employee Benefit Plan which would result in the incurrence by the Borrower or any of its Subsidiaries or any ERISA Affiliate of any liability, fine or penalty which would result in a Material Adverse Effect. Each Employee Benefit Plan, related trust agreement, arrangement and commitment of the Borrower or any of its Subsidiaries or any ERISA Affiliate is legally valid and binding and in full force and effect, except to the extent that the failure to be so legally valid, binding, and in full force and effect could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower or any other Loan Party, as of the Closing Date, no Employee Benefit Plan is being audited or investigated by any government agency or is subject to any pending or threatened material claim or suit, which could reasonably be expected to result in a Material Adverse Effect. None of the Borrower or its Subsidiaries, or, to the best knowledge of the Borrower, the ERISA Affiliates or any fiduciary of any Employee Benefit Plan has, individually or in the aggregate, engaged in a prohibited transaction under section 406 of ERISA or section 4975 of the IRC which would result in a Material Adverse Effect to the Loan Parties, taken as a whole.

(c)Except as set forth on Schedule 5.13, none of the Borrower or any of its Subsidiaries contributes to or has any material contingent obligations to any Multiemployer Plan as of the Closing Date, and none of the Borrower or any of its Subsidiaries or the ERISA Affiliates has (i) a reasonably expected annual contribution obligation of more than $500,000 to any Multiemployer Plan or (ii) has any contingent obligation to any Multiemployer Plan which could reasonably be expected to result in a Material Adverse Effect. None of the Borrower or any of its Subsidiaries or the ERISA Affiliates has any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under section 4201 of ERISA or as a result of a sale of assets described in section 4204 of ERISA, which liability could reasonably be expected to have a Material Adverse Effect. None of the Borrower or any of its Subsidiaries or the ERISA Affiliates has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of section 4241 or section 4245 of ERISA or that any Multiemployer Plan intends to terminate or has been terminated under section 4041A of ERISA, except to the extent that such event could not reasonably be expected to have a Material Adverse Effect.

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Section 5.14Other Regulations.

Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 2005, the Federal Power Act, the Interstate Commerce Act, any state public utilities code or to any other Governmental Rule limiting its ability to incur Indebtedness.

Section 5.15Patent and Other Rights.

The Borrower and its Subsidiaries own, license or otherwise have the full right to use, under validly existing agreements, all material patents, licenses, trademarks, trade names, trade secrets, service marks, copyrights and all rights with respect thereto, which are required to conduct their businesses as now conducted and as currently proposed to be conducted, except where the failure to own, license or otherwise have the full right to use could not reasonably be expected to result in a Material Adverse Effect. Each of the patents, trademarks, trade names, service marks and copyrights owned by any such Loan Party which is registered with any Governmental Authority is set forth on Schedule 5.15. The Borrower and its Subsidiaries conduct their respective businesses without infringement or, to the best of the Borrower’s knowledge, claim of infringement of any trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property right of other Persons, except where such infringement or claim of infringement could not reasonably be expected to have a Material Adverse Effect. There is no infringement or, to the best of the Borrower’s knowledge, claim of infringement by others of any material trademark, trade name, trade secret, service mark, patent, copyright, license or other intellectual property right of any of such Loan Parties.

Section 5.16Governmental Charges.

Each of the Borrower and its Subsidiaries has timely filed or caused to be filed, or has timely requested extensions for, all tax returns which are required to be filed by it. Each of the Borrower and its Subsidiaries has paid, or made provision for the payment of, all Taxes and other Governmental Charges which have or may have become due pursuant to said returns or otherwise and all other indebtedness, except such Governmental Charges or indebtedness, if any, which are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been established. Except as could not reasonably be expected to have a Material Adverse Effect, proper and accurate amounts have been withheld by each such Loan Party from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities. Except as set forth on Schedule 5.16 and as could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries has executed or filed with the Internal Revenue Service or any other Governmental Authority any agreement or document extending, or having the effect of extending, the period for assessment or collection of any Taxes or Governmental Charges.

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Section 5.17Margin Stock.

Neither the Borrower nor any of its Subsidiaries owns any Margin Stock which, in the aggregate, would constitute a substantial part of the assets of such Loan Party, and no proceeds of any Loan will be used to purchase or carry, directly or indirectly, any Margin Stock or to extend credit, directly or indirectly, to any Person for the purpose of purchasing or carrying any Margin Stock.

Section 5.18Subsidiaries, Etc.

Schedule 5.18 (as supplemented by the Borrower quarterly (or as needed to meet the conditions to lending for any Borrowing) in a written notice to the Administrative Agent) sets forth each of the Subsidiaries of the Borrower, its jurisdiction of organization, the classes of its Equity Securities, the number of shares of each such class issued and outstanding, the percentages of Equity Securities of each such class owned directly or indirectly by the Borrower and whether the Borrower owns such Equity Securities directly or, if not, the Subsidiary of the Borrower that owns such Equity Securities and the number of shares and percentages of Equity Securities of each such class owned directly or indirectly by the Borrower. All of the outstanding Equity Securities of each such Subsidiary indicated on Schedule 5.18 as owned by the Borrower are owned beneficially and of record by the Borrower or a Subsidiary of the Borrower free and clear of all Liens other than Permitted Liens.

Section 5.19Solvency, Etc.

Each of the Investor and the Borrower and its Subsidiaries is Solvent and, after the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, will be Solvent.

Section 5.20Labor Matters.

There are no disputes presently subject to grievance procedure, arbitration or litigation under any of the collective bargaining agreements, employment contracts or employee welfare or incentive plans to which any of the Borrower or its Subsidiaries is a party, and there are no strikes, lockouts, work stoppages or slowdowns, or, to the best knowledge of the Borrower, jurisdictional disputes or organizing activities occurring or threatened, which alone or in the aggregate could reasonably be expected to have a Material Adverse Effect.

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Section 5.21Contracts.

(a)Schedule 5.21 lists all of the following contracts (“Contracts”) of the Borrower and each of its Subsidiaries as of the Closing Date other than contracts relating solely to Immaterial FBOs:

(i)each partnership, joint venture or other similar material agreement or arrangement to which any of the Borrower or its Subsidiaries is a party with any third party;

(ii)all other contracts and agreements relating to the airport services businesses of the Borrower and its Subsidiaries pursuant to which any of the Borrower or its Subsidiaries, individually or collectively, are obligated to spend (whether by direct payment or through rendering services or otherwise) or have a contractual right to receive revenues in excess of, $500,000 during any twelve-month period;

(iii)each agreement of the Borrower and its Subsidiaries relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset);

(iv)each contract containing covenants purporting to materially limit the freedom of the Borrower or any of its Subsidiaries to compete in any line of business or in any geographic area;

(v)each other agreement which has aggregate expenditure obligations of $1,000,000 or more to any Person.

(b)Each of the Material Contracts has a term and renewal period as set forth in Schedule 5.21, such Material Contracts are in full force and effect, are valid and binding, and enforceable against the Borrower and its Subsidiaries, as applicable, and, to the best of the Borrower’s knowledge, the other parties thereto in accordance with their respective terms. Neither the Borrower nor any of its Subsidiaries, nor, to the best of the Borrower’s knowledge, any other party to any such contract, is in default in the performance of, or is not in compliance with, any material provision of any such Material Contract, including any minimum service requirements under any Material Contract, and no event has occurred that with the passage of time or the giving of notice or both would constitute a default by the Borrower or any Subsidiary or, to the best of the Borrower’s knowledge, any other party under any material provision thereof entitling the termination of such Material Contract. No material right of rescission, setoff, counterclaim or defense has been asserted and remains outstanding with respect to any Material Contract or Material Contract Right. No Material Contract or Material Contract Right has been sold, transferred, assigned or pledged (unless such pledge has been released prior to the date hereof) by any of the Borrower or its Subsidiaries and have not been pledged (unless such pledge has been released prior to the date hereof) by any of their respective predecessors-in-interest in respect of any such Material Contract to any Person other than the Collateral Agent for the benefit of the Secured Parties.

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

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(d)None of the Borrower or its Subsidiaries or any of their Properties are subject to any Contractual Obligation which could reasonably be expected to have a Material Adverse Effect.

Section 5.22No Material Adverse Effect.

No event has occurred and no condition exists which has had a continuing Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect.

Section 5.23Accuracy of Information Furnished.

The representations set forth in the Loan Documents and the other certificates, statements and information (excluding the financial statements covered by Section 5.9 and the projections covered by the next sentence) furnished by the Loan Parties to the Financing Parties and advisors and agents of the Financing Parties in connection with the Loan Documents and the transactions contemplated thereby, taken as a whole, are true, complete and correct in all material respects, do not contain any untrue statement of a material fact and do not omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All projections furnished by the Loan Parties to the Administrative Agent and the Lenders in connection with the Loan Documents, and the transactions contemplated thereby have been prepared on a basis consistent with the historical financial statements described above, except as described therein, have been based upon reasonable assumptions and represent, as of their respective dates of presentations, the Loan Parties’ reasonable estimates of the future performance of the Loan Parties.

Section 5.24Brokerage Commissions.

No person other than Macquarie Securities (USA) Inc. is entitled to receive any brokerage commission, finder’s fee or similar fee or payment in connection with the extensions of credit contemplated by this Agreement as a result of any agreement entered into by any Loan Party. No brokerage or other fee, commission or compensation is to be paid by the Lenders with respect to the extensions of credit contemplated hereby as a result of any agreement entered into by a Loan Party, and the Borrower agrees to indemnify the Administrative Agent and the Lenders against any such claims for brokerage fees or commissions and to pay all expenses including reasonable attorney’s fees incurred by the Administrative Agent and the Lenders in connection with the defense of any action or proceeding brought to collect any such brokerage fees or commissions.

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Section 5.25Policies of Insurance.

Schedule 5.25 sets forth a true and complete listing of all insurance maintained by the Borrower and its Subsidiaries as of the Closing Date. Such insurance has not been terminated and is in full force and effect, and each of such Loan Parties has taken all action required to be taken as of the date of this Agreement to keep unimpaired its rights thereunder in all material respects. The Properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Loan Parties in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower and its Subsidiaries operate. Without limiting the generality of the foregoing, the Borrower and its Subsidiaries are in compliance in all material respects with the requirements set forth in Section 6.5.

Section 5.26Project Accounts.

Schedule 5.26 sets forth a true and complete listing of all bank accounts and securities accounts maintained by the Borrower and its Subsidiaries as of the Closing Date (together with any additional or replacement accounts from time to time established and maintained by any of the Borrower or its Subsidiaries in accordance with Article IX hereof, the “Project Accounts”).

Section 5.27Agreements with Affiliates and Other Agreements.

Except as disclosed on Schedule 5.27, none of the Borrower and its Subsidiaries has entered into and, as of the Closing Date, does not contemplate entering into, any material agreement or contract with any Affiliate of such Person except upon terms at least as favorable to such Loan Party as an arms-length transaction with unaffiliated Persons, based on the totality of the circumstances. None of such Loan Parties is a party to or is bound by any Contractual Obligation or is subject to any restriction under its respective charter or formation documents, which could reasonably be expected to have a Material Adverse Effect.

Section 5.28No Indebtedness.

Except for Permitted Indebtedness and any Indebtedness described in Schedule 5.28, neither the Borrower nor any of its Subsidiaries has created, incurred, assumed or permitted to exist any Indebtedness or Guarantee Obligations.

Section 5.29Environmental Matters.

Except as disclosed in Schedule 5.29, (i) there are no facts, circumstances, conditions or occurrences regarding any of the Borrower or its Subsidiaries or their respective Properties that could reasonably be expected to give rise to any Environmental Claims that could reasonably be expected to have a Material Adverse Effect; (ii) there are no past, pending or, to the best of the Borrower’s knowledge, threatened Environmental Claims against any of such Loan Parties or their respective Properties that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any of its Subsidiaries nor, to the best of the Borrower’s knowledge, any other Person, have used, released, discharged, generated or stored any Hazardous Material at, on or under their respective Properties, and there are no Hazardous Materials used or presently at, on or under such Properties, except in compliance in all material respects with applicable Environmental Laws.

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Section 5.30Fuel Payment Arrangements.

Each Subsidiary of the Borrower operating a Non-Eligible FBO is obligated to pay, and does pay, the purchase price for aviation fuel within three (3) Business Days after delivery, and each other Subsidiary of the Borrower (except for Subsidiaries operating Immaterial FBOs) is obligated to pay, and does pay, the purchase price for aviation fuel within seven (7) Business Days after delivery. All such aviation fuel is purchased on the basis of the prevailing market price at the time of delivery.

Section 5.31Supplementation of Representations and Warranties.

The Borrower may, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), supplement or amend the Schedules to the Loan Documents so as to update such Schedules from and after the Execution Date.

ARTICLE VI

AFFIRMATIVE COVENANTS

From and after the Closing Date and until the termination of the Commitments and the satisfaction in full by the Borrower of all Obligations, the Borrower will comply with the following affirmative covenants, unless the Required Lenders shall otherwise consent in writing:

Section 6.1Financial Statements; Operating Reports; Financial Certifications.

The Borrower shall furnish to the Administrative Agent and each Lender the following:

(a)as soon as available and in no event later than ninety (90) days after the close of each fiscal year of the Borrower, (i) copies of the audited Financial Statements of the Borrower and its Subsidiaries prepared on a consolidated basis for such year audited by KPMG LLP or another recognized firm of independent certified public accountants acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Financial Statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, which Financial Statements shall be accompanied by a narrative from management of the Borrower which discusses results for such period, and (ii) copies of the unqualified opinions and, to the extent delivered, management letters delivered by such accountants in connection with all such Financial Statements;

(b)as soon as available and in no event later than forty-five (45) days after the last day of each of the first three fiscal quarters of each fiscal year of the Borrower, copies of the Financial Statements of the Borrower and its Subsidiaries prepared on a consolidated basis for such quarter and for the fiscal year to date, certified by the president, chief financial officer or treasurer of the Borrower to present fairly in all material respects the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes);

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(c)as soon as available and in no event later than thirty (30) days after the last day of each calendar month, a copy of the monthly operating report of the Borrower and its Subsidiaries for such month and for the fiscal year to date in the form previously provided to the Administrative Agent;

(d)contemporaneously with the delivery of the Financial Statements and the monthly operating report required by the foregoing paragraphs (a), (b) and (c), (i) a compliance certificate of the president, chief financial officer or treasurer of the Borrower which states that no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Borrower proposes to take with respect thereto; and (ii) a certificate of the president, chief financial officer or treasurer of the Borrower attaching a statement of all Expansion Capital Expenditures made during the previous fiscal quarter and the source of funds therefor and certifying that all such expenditures complied with Section 7.16; and

(e)no later than thirty (30) days after each Calculation Date, a certificate of the president, chief financial officer or treasurer of the Borrower, in substantially the form of Exhibit E, certifying as to (i) the Backward Debt Service Coverage Ratio for the Calculation Period ending on such Calculation Date, (ii) the Forward Debt Service Coverage Ratio for the Calculation Period commencing on the day following such Calculation Date, (iii) the Leverage Ratio for the Calculation Period ending on such Calculation Date and (iv) EBITDA for the Calculation Period ending on such Calculation Date, in each case together with reasonably detailed information and calculations attached thereto supporting such certification.

Section 6.2Other Notices and Reports.

The Borrower shall furnish to the Administrative Agent and each Lender the following, each in such form and such detail as the Administrative Agent or the Required Lenders shall reasonably request:

(a)in no event later than five (5) Business Days after any of the Borrower or its Subsidiaries knows of the occurrence or existence of (i) any Reportable Event under any Plan or Multiemployer Plan, (ii) any actual or threatened litigation, suits, claims, disputes or investigations against any of the Borrower or its Subsidiaries involving potential monetary damages payable by any such Loan Party of $1,000,000 or more (alone or in the aggregate) or in which injunctive relief or similar relief is sought, which relief, if granted, could be reasonably expected to have a Material Adverse Effect, (iii) any other event or condition which, either individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, including (A) breach or non-performance of, or any default under, a Contractual Obligation of any of the Borrower or its Subsidiaries; (B) any dispute, litigation, investigation, proceeding or suspension between any of the Borrower or its Subsidiaries and any Governmental Authority or Airport Authority; or (C) the commencement of, or any material development in, any litigation or proceeding affecting any of the Borrower or its Subsidiaries or any Material Contract, including pursuant to any applicable Environmental Laws; (iv) any Default or Event of Default, or (v) any material change in accounting policies of or financial reporting practices by the applicable Loan Party. Each notice pursuant to this Section 6.2(a) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 6.2(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been or are alleged to have been breached;

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(b)as soon as available, and in any event not later than the last Business Day of each fiscal year of the Borrower, (i) an annual consolidated operating budget for the following fiscal year for the Borrower and its Subsidiaries, including a detailed forecast of both Expansion Capital Expenditures and other capital expenditures for such fiscal year, and (ii) projected consolidated Financial Statements of the Borrower and its Subsidiaries for the following fiscal year;

(c)as soon as available, and in any event not later than forty-five (45) days following the last day of each fiscal quarter of the Borrower, (i) a quarterly report from the chief executive officer of the Borrower showing in reasonable detail any variances between actual revenues and budgeted revenues (as shown in the relevant annual operating budget) and actual operating expenses incurred and budgeted operating expenses (as shown in the relevant annual operating budget) in respect of such fiscal quarter, together with a narrative explanation of the reasons for any such variance of 10% or more, and (ii) if an Event of Default has occurred and is continuing, such other operating or budget information as the Administrative Agent may reasonably request;

(d)as soon as possible and in no event later than ten (10) days prior to the acquisition or expansion by any of the Borrower or its Subsidiaries of any material leasehold or ownership interest in real property, a written supplement to Schedule 5.8;

(e)as soon as possible prior to the occurrence of any event or circumstance that would require a prepayment pursuant to Section 2.9(c), a statement of a Responsible Officer of the Borrower setting forth the details thereof;

(f)(i) as soon as possible and in no event later than five (5) Business Days after the receipt thereof by any of the Borrower or its Subsidiaries, a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law, or any liability of any such Loan Party for Environmental Damages, where any such violation could reasonably be expected to involve compliance costs in excess of $250,000 with respect to each such violation or to have a Material Adverse Effect; and (ii) promptly after the occurrence thereof, notice of (A) any use, release, discharge, generation or storage of any Hazardous Material at, from, on or under any property owned or leased by any of the Borrower or its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (B) the incurrence of any expense or loss by any Governmental Authority or Airport Authority in connection with the assessment, containment or removal or remediation of any Hazardous Material for which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and

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(g)copies of amendments, supplements or other modifications to any Material Contract no later than twenty (20) days after such amendment, supplement or other modification has been made;

(h)promptly and in no event later than five (5) days after the applicable Loan Party obtains knowledge thereof, a statement of a Responsible Officer of the Borrower advising of the potential loss or termination of any Material Contract other than a termination resulting from the expiration of a Material Contract at its stated maturity date, unless such expiration is due to the failure of the FBO operator or the relevant airport authority to exercise an option to extend the term under the Material Contract;

(i)as soon as possible and in no event later than five (5) Business Days after any of the Borrower or its Subsidiaries becomes aware thereof, the occurrence of any event giving rise (or that could reasonably be expected to give rise) to a claim under any insurance policy required to be maintained with respect to the Business of more than $500,000, with copies of any document relating thereto (including copies of any such claim) in the possession or control of the Borrower;

(j)within 10 Business Days of each anniversary of the Closing Date, an updated summary of all insurance coverage of the Borrower and its Subsidiaries (including any changes to such insurance policies since the previous such summary) certified by a Responsible Officer of the Borrower, which summary shall be reasonably satisfactory to the Administrative Agent; and

(k)such other instruments, agreements, certificates, opinions, statements, documents and information relating to the Properties, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, and compliance by the Loan Parties with the terms of this Agreement and the other Loan Documents as the Administrative Agent may from time to time reasonably request.

Section 6.3Books and Records.

The Borrower shall keep, and shall cause each of its Subsidiaries to keep, at all times proper books of record and account in which full, true and correct entries will be made of their respective transactions and assets and business in accordance with GAAP.

Section 6.4Inspections.

The Borrower shall permit, and shall cause each of its Subsidiaries to permit, the Administrative Agent and each Lender, or any agent or representative thereof, upon reasonable notice and during normal business hours (except that if an Event of Default shall have occurred and be continuing, no such notice is required), to visit and inspect any of the properties and offices of the Borrower or its Subsidiaries, to conduct audits of any or all of the Collateral, to examine the books and records of the Borrower or its Subsidiaries and make copies thereof, and to discuss the affairs, finances and business of the Borrower or its Subsidiaries with, and to be advised as to the same by, their officers, auditors and accountants, all at such times and intervals as the Administrative Agent or any Lender may reasonably request. The Borrower may have a representative attend any meeting with the Borrower’s independent accountants so long as such right does not unreasonably delay the scheduling of any meeting. Inspections pursuant to this Section 6.4 shall be at the Borrower’s expense with respect to one (1) inspection in any calendar year and with respect to all inspections and audits during the existence of a Default or Event of Default.

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Section 6.5Insurance.

The Borrower shall do, and shall cause its Subsidiaries to do the following:

(a)carry and maintain insurance during the term of this Agreement of the types, in the amounts and subject to such deductibles and other terms customarily carried from time to time by others engaged in substantially the same business as such Person and operating in the same geographic area as such Person, including fire, public liability, property damage and worker’s compensation and in accordance with the reasonable recommendations of the Insurance Consultant;

(b)without limiting the foregoing, carry and maintain insurance during the term of this Agreement of the types, in no lower amounts and subject to no higher deductibles as are carried by the Borrower and its Subsidiaries as of the Closing Date unless the Administrative Agent shall have otherwise consented in writing (which consent shall not be unreasonably withheld or delayed); provided that the Borrower shall be permitted to consolidate the insurance policies carried as of the Closing Date by each of Mercury and SJJC and their respective Subsidiaries with the insurance policies carried by the Borrower without violating this paragraph (b) if the amounts of the Borrower’s insurance policies have first been adjusted in accordance with the recommendations of the Insurance Consultant, and providedfurther that promptly following such consolidation, the Borrower shall submit to the Administrative Agent an updated summary of all insurance coverage showing changes to the insurance policies resulting from such consolidation as certified by a responsible Officer of the Borrower, which summary shall be reasonably satisfactory to the Administrative Agent.

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

(d)carry and maintain each policy for such insurance with (i) a company which is rated A- or better by A.M. Best and Company, with unimpaired policyholders’ surplus of $50 million or more, at the time such policy is placed and at the time of each annual renewal thereof or (B) any other insurer which is reasonably satisfactory to the Administrative Agent; and

(e)obtain and maintain endorsements reasonably acceptable to the Administrative Agent for such insurance naming the Administrative Agent, the Lenders, the Hedging Bank and the Collateral Agent as additional insureds and (with respect to those insurance policies in which the naming of a first loss payee is market standard in the insurance industry with respect to airport services businesses) the Collateral Agent as first loss payee; provided that, at any time the Collateral Agent receives proceeds of any such insurance as first loss payee, the Administrative Agent shall promptly instruct the Collateral Agent to apply such proceeds in accordance with Section 6.14;

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provided; with respect to paragraphs (a) through (e) above, that if the Borrower or any of its Subsidiaries shall fail to maintain insurance in accordance with this Section 6.5, or if the Borrower or any of its Subsidiaries shall fail to provide the required endorsements with respect thereto, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance. All such policies as to which the Collateral Agent is named as an additional insured or loss payee, as the case may be, shall (i) provide that the same shall not be cancelled, materially modified or terminated for non-payment of any premium without at least ten (10) days’ prior written notice to each insured and each loss payee named therein (for war risks coverage, seven (7) days or such lesser period as is customarily available), (ii) where commercially available, contain a breach-of-warranty clause providing that the respective interests of the Collateral Agent or any other additional insured or loss payee shall not be invalidated by any action or inaction of the Collateral Agent, the Lenders, the Administrative Agent or any other Person, (iii) insure the Collateral Agent and any other additional insured or loss payee regardless of any breach or violation by the Borrower or any of its Subsidiaries or any other Person of any warranties, declarations, or conditions contained in the policies related to such insurance, (iv) provide that the insurer thereunder waives all right of subrogation against the Collateral Agent and waives any right of set-off or counterclaim against the Collateral Agent and any other right of deduction against the Collateral Agent, whether by attachment or otherwise; provided, that the insurer may proceed against third parties at any time and against the Borrower at such time as the Obligations are paid in full, (v) be primary without right of contribution from any other insurance carried by or on behalf of the Collateral Agent, any Lender, any Hedging Bank or the Administrative Agent with respect to any interest in the Collateral, (vi) provide that no Person other than the Borrower or its Subsidiaries (or, to the extent an Airport Authority is required under a Material Contract to pay premiums on behalf of the Borrower or any of its Subsidiaries, such Airport Authority) shall have any liability for any premiums with respect thereto, and (vii) provide that inasmuch as the policies are written to cover more than one insured, all terms and conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. The Administrative Agent shall not, by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency thereof, the solvency of any insurer, or the payment of any losses.

(f)All proceeds of insurance policies provided or obtained by the Borrower or any of its Subsidiaries (whether or not required to be carried under the Loan Documents) other than with respect to coverage for business interruption, anticipated loss in revenue, workers’ compensation, employees’ liability and general liability, in respect of any Material Loss shall be paid by the respective insurers directly to the Loss Proceeds Account or, if received by the Borrower or any such Subsidiary, shall promptly be transferred to the Loss Proceeds Account and disbursed in accordance with Section 9.7.

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Section 6.6Governmental Charges and Other Indebtedness.

The Borrower shall, and shall cause each of its Subsidiaries to, promptly pay and discharge when due, or to the extent taxes are being filed and paid on a consolidated basis, shall ensure that MIC promptly pays and discharges when due, (a) all Taxes and other Governmental Charges prior to the date upon which penalties accrue thereon, (b) all Indebtedness which, if unpaid, could become a Lien upon the Property of such Loan Party and (c) subject to any subordination provisions applicable thereto, all other Indebtedness which in each case, if unpaid, could reasonably be expected to have a Material Adverse Effect, except such Indebtedness, Taxes or Governmental Charges as may in good faith be contested or disputed, or for which arrangements for deferred payment have been made; provided that in each such case appropriate reserves are maintained to the reasonable satisfaction of the Administrative Agent and no material Property of any such Loan Party is at impending risk of being seized, levied upon or forfeited (the conditions in this proviso, the “Permitted Contest Provisions”).

Section 6.7Use of Proceeds.

The Borrower shall use the proceeds of the Loans only for the respective purposes set forth in Section 2.7. The Borrower shall not use any part of the proceeds of any Loan, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of purchasing or carrying or trading in any securities under such circumstances as to involve the Borrower, any Lender, any Hedging Bank or the Administrative Agent in a violation of Regulations T, U or X issued by the Federal Reserve Board.

Section 6.8General Business Operations.

The Borrower shall, and shall cause each of its Subsidiaries to (a) preserve, renew and maintain in full force its legal existence and good standing under the Governmental Rules of the jurisdiction of its organization and each other jurisdiction where the failure to so preserve, renew or maintain could result in a Material Adverse Effect, and all of its rights, licenses, leases, qualifications, privileges, franchises and other authority reasonably necessary to the conduct of its business, (b) conduct its business activities in compliance with all Legal Requirements and Contractual Obligations applicable to such Person, (c) keep all Property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (d) maintain, preserve and protect all of its rights to enjoy and use material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, (e) obtain and maintain all Governmental Authorizations that are required of the Borrower and its Subsidiaries for the validity and enforceability of the Loan Documents and the operation of the airport services businesses pursuant to the Material Contracts, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (f) conduct its business in an orderly manner without voluntary interruption. The Borrower shall maintain its chief executive office and principal place of business in the United States.

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Section 6.9Compliance with Legal Requirements and Contractual Obligations; Enforcement of Material Contracts.

The Borrower shall, and shall cause each of its Subsidiaries to, (a) comply with all applicable Legal Requirements, including all applicable Environmental Laws, and Contractual Obligations noncompliance with which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) perform and observe, in all material respects, the terms and provisions of each Material Contract to be performed or observed by any of the Borrower or its Subsidiaries and enforce their respective rights under the Material Contracts in accordance with their applicable terms to the extent a failure to enforce such rights can reasonably be expected to result in a material detriment to the Borrower or its Subsidiaries or the Business.

Section 6.10Additional Collateral.

If at any time from and after the Closing Date any of the Borrower or its Subsidiaries acquires any fee or leasehold interest in real property, such Loan Party shall deliver to the Administrative Agent, at its own expense, as soon as possible all documentation and information in form and substance reasonably satisfactory to the Administrative Agent (including any environmental reports) relating thereto, and shall assist the Collateral Agent in obtaining a deed of trust or mortgage on such real property interest; provided that if such Loan Party is unable, after using commercially reasonable efforts (as determined by it in good faith), to obtain any required consent of an Airport Authority for the grant of a deed of trust or mortgage in a leasehold interest in a lease for an FBO, such deed of trust or mortgage shall not be required under this Section 6.10.

Section 6.11New Subsidiaries; Issuance of Additional Equity Securities.

The Borrower shall, at its own expense, promptly, and in any event within ten (10) Business Days after the formation or acquisition of any new direct or indirect Subsidiary of the Borrower or the issuance or sale of any additional Equity Securities of the Borrower after the date hereof (a) notify the Administrative Agent of such event, (b) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of the Borrower and each Person which becomes a Subsidiary after the date hereof and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (c) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (d) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (e) cause each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to execute a pledge and security agreement in form and substance satisfactory to the Administrative Agent, (f) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by applicable Governmental Rules or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such property is not material to the business of such Subsidiary), and (g) deliver an opinion of counsel in favor of the Financing Parties substantially similar in form and substance to the legal opinions delivered pursuant to Section 4.1(h)(i) and otherwise reasonably satisfactory to the Administrative Agent with respect to each such Person and the matters set forth in this Section 6.11.

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Section 6.12Hedging Agreements.

(a)The Borrower shall enter into and maintain in place Hedging Agreements in accordance with the requirements of Section 4.1(d) and Article XI.

(b)The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any Hedging Agreements except in accordance with the requirements of Section 4.1(d) and Article XI.

Section 6.13Preservation of Security Interests.

The Borrower shall preserve and undertake all actions necessary to maintain the security interests granted under the Security Documents in full force and effect (including the priority thereof).

Section 6.14Event of Loss.

(a)The Borrower shall promptly notify the Administrative Agent upon the Borrower having Actual Knowledge of any Event of Loss that the Borrower believes will be a Material Loss. The Administrative Agent shall be entitled at its option to consult in any compromise, adjustment or settlement in connection with any Event of Loss under any policy or policies of insurance or any proceeding with respect to any condemnation or other taking of property of the Borrower or otherwise involving a Material Loss, and, with respect to any Material Loss, the Borrower shall within five (5) Business Days after the Administrative Agent’s request reimburse the Administrative Agent for all out-of-pocket expenses (including reasonable attorneys’ and experts’ fees) incurred by the Administrative Agent in connection with such participation.

(b)If a Material Loss occurs, unless the appropriate Loan Party elects not to Restore such Property and such Restoration is not required under Prudent Industry Practice to operate and maintain such Loan Party’s business operations at the applicable airport (in which event the Net Insurance Proceeds or Net Condemnation Proceeds, as the case may be, shall be applied to a mandatory prepayment of the Loans in accordance with Section 2.9(c)(iii)), the Borrower shall promptly (and in any event within 30 days after the occurrence of the Event of Loss) deliver to the Administrative Agent a Restoration Plan and, upon approval thereof by the Administrative Agent, commence and diligently pursue the Restoration. If the plan of restoration as submitted by the Borrower does not qualify as a Restoration Plan or is not approved by the Administrative Agent in accordance with this paragraph (b), the Borrower and the Administrative Agent shall enter into negotiations in good faith with a view to agreeing on mutually acceptable terms of the Restoration Plan.

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Section 6.15Environmental Management System.

On or before one hundred eighty (180) days after the Closing Date, the Borrower shall cause all of its Subsidiaries to conduct their respective business operations in compliance with an environmental management system reasonably acceptable to the Administrative Agent, which environmental management system shall at all times incorporate at least the following elements: a board-approved environmental policy; designated personnel assigned to assess, achieve and maintain material compliance with Environmental Laws; a reporting system to ensure monitoring and oversight by management; systematic record keeping and management review of budgets and expenses relating to cleanup and compliance with Environmental Laws; plans, policies and procedures for complying with customary management practices for maintenance, inspection and management of hazardous materials in the workplace, including as applicable asbestos-containing materials, lead-based paint, lead in drinking water and radon. On or before one hundred eighty (180) days after the Closing Date, the Borrower shall (a) certify the completeness and implementation of such a program and (b) if reasonably requested by the Administrative Agent, and at the Borrower’s sole cost and expense, obtain and provide to the Administrative Agent a written evaluation of an environmental consulting firm reasonably acceptable to the Administrative Agent, confirming that the environmental management system is reasonable and customary, and could reasonably be expected to identify, remedy and manage material environmental liabilities and/or cleanup obligations.

Section 6.16Further Assurances.

The Borrower, at its own cost, expense and liability, will cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as may be reasonably necessary in order to carry out the intent and purposes of this Agreement and the other Loan Documents, and the transactions contemplated hereby and thereby.

Section 6.17Assignment of Material FBO Leases.

Promptly after the Closing Date, and except with respect to FBO Leases relating to Immaterial FBOs the Borrower shall request, or shall cause each relevant Subsidiary to request, in writing, and the Borrower shall thereafter use, or shall cause each relevant Subsidiary to use, all commercially reasonable efforts to obtain from each Airport Authority, a written consent with respect to the collateral assignment of the relevant Subsidiary’s interest in each FBO Lease, to the extent such consent is required under the terms of such FBO Lease. The Borrower hereby agrees that to the extent any such consent is obtained, it shall promptly following receipt thereof (and in any event, no later than ten (10) Business Days thereafter) and at its own cost and expense, cause the execution and recording of a leasehold deed of trust or mortgage relating to such FBO Lease, and deliver to the Collateral Agent any and all agreements, documents, instruments, filings and writings deemed necessary by the Collateral Agent, or as the Collateral Agent may reasonably request from time to time in its sole discretion, to evidence, perfect or protect the Secured Parties’ rights and security interests in and to such FBO Leases provided that the Administrative Agent may waive the requirement to record such mortgage or deed of trust with respect to one or more specific FBO Leases in cases where the recording of such mortgage or deed of trust would require amendments to the relevant FBO Lease (such waiver not to be unreasonably withheld or delayed). The Borrower hereby authorizes the Collateral Agent to execute, deliver and file any such agreement, document, instrument, filing or writing.

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Section 6.18Extension of Material Contracts.

The Borrower shall cause each of its Subsidiaries operating an FBO other than an Immaterial FBO to exercise all available extension and renewal rights under each relevant FBO Lease except with the prior written consent of the Required Lenders.

Section 6.19Pledge of Equity Securities of Subsidiaries.

Promptly after the Closing Date, the Borrower shall request, or shall cause each relevant Subsidiary to request, in writing, and the Borrower shall thereafter use, or shall cause each relevant Subsidiary to use, all commercially reasonable efforts to obtain the consent of an Airport Authority for the pledge of the Equity Securities of any of its Subsidiaries that is a party to a FBO Lease to the extent such consent is required thereunder. If the Borrower is unable to obtain such consent within thirty (30) days after such request was or should have been made, the Borrower shall, if not prohibited by the applicable FBO Lease, promptly establish, at Borrower’s sole cost, a new single purpose holding company Subsidiary of the Borrower that will directly own only the stock of such Subsidiary that is a party to such FBO Lease for which consent could not be obtained. The Equity Securities of each such newly-established holding company Subsidiary of the Borrower shall be pledged in favor of the Collateral Agent to secure the Obligations.

Section 6.20Disposal of Aviation Maintenance Services Business.

The Borrower shall use commercially reasonable efforts to sell, assign, convey and transfer, within six (6) months from the Closing Date (the “Maintenance Services Businesses DispositionPeriod”) all rights and obligations it or any of its Subsidiaries may have to the businesses and assets, if any, relating to aircraft management, aviation maintenance services or aircraft charter businesses that may currently be provided by, or at the FBO facilities operated by, the Borrower’s Subsidiaries (the “Maintenance Services Businesses”), in accordance with the terms of the management contracts or relevant FBO Leases and the terms of all applicable law and Governmental Authorizations, to 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 and its Subsidiaries are not responsible or liable for such services following such sale. Without limiting the foregoing, if such sale is not consummated within the Maintenance Services Businesses Disposition Period, the Borrower shall arrange for the transfer of the Maintenance Services Businesses and related assets, together with capitalization sufficient for the operations and conduct of such businesses, including the carrying and maintenance of insurance of the types, in the amounts and subject to such deductibles and other terms customarily carried from time to time by others engaged in substantially the same business as the Maintenance Services Business and in accordance with prevailing prudent industry standards, so as to cause such services to be held and provided by a new Subsidiary or group of Subsidiaries in a manner that reasonably minimizes the exposure of the Borrower or any of its other Subsidiaries to liability resulting from the conduct of such businesses.

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ARTICLE VII

NEGATIVE COVENANTS

From and after the Closing Date and until the termination of the Commitments and the satisfaction in full by the Borrower of all Obligations, the Borrower shall not do, and shall not permit any of its Subsidiaries to do, any of the following, unless the Administrative Agent, acting at the direction of the Required Lenders, shall have otherwise consented in writing:

Section 7.1Indebtedness and Guarantee Obligations.

None of the Borrower or its Subsidiaries shall create, incur, assume or permit to exist any Indebtedness or Guarantee Obligations except for the following (“Permitted Indebtedness”):

(a)Indebtedness or Guarantee Obligations of the Borrower or its Subsidiaries under the Loan Documents, including under any Incremental Term Loan Facility;

(b)Indebtedness of the Borrower or its Subsidiaries listed in Schedule 5.28 and existing on the date of this Agreement, with all such Indebtedness identified in Schedule 5.28 as being repaid in connection with the initial Borrowing of Term Loans having been repaid concurrently with such Borrowing;

(c)Guarantee Obligations of the Borrower or any of its Subsidiaries in respect of Permitted Indebtedness of any of the Borrower or its Subsidiaries;

(d)Permitted Subordinated Debt of the Borrower;

(e)Indebtedness of the Borrower under Hedging Agreements entered into with respect to the Loans in accordance with Section 4.1(d) and Article XI;

(f)Indebtedness incurred to finance the purchase, construction or improvement of fixed or capital assets, including obligations under Capital Leases (which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase or construction of the capital asset); provided that the aggregate principal amount of such Indebtedness, for the Borrower and its Subsidiaries taken as a whole shall not exceed $10,000,000 outstanding at any time; and

(g)extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof.

Section 7.2Liens, Negative Pledges.

None of the Borrower or its Subsidiaries shall create, incur, assume or permit to exist any Lien on or with respect to any Property of the Borrower or its Subsidiaries, in either case whether now owned or hereafter acquired, except for the following (“Permitted Liens”):

(a)Liens in favor of the Collateral Agent for the benefit of the Secured Parties under the Loan Documents;

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(b)Liens listed in Schedule 7.2 and existing on the date hereof, provided that all such Liens that secure Indebtedness that is identified in Schedule 7.2 as being repaid in connection with the initial Borrowing of Term Loans shall be terminated concurrently with such Borrowing;

(c)Liens for taxes or other Governmental Charges not at the time delinquent or thereafter payable without penalty or being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP and no Property of the Borrower or its Subsidiaries is subject to impending risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;

(d)Liens of carriers, warehousemen, mechanics, materialmen, vendors, and landlords and other similar Liens imposed by law and incurred in the ordinary course of business consistent with past practice for sums which are not overdue more than forty-five (45) days or are being contested in good faith, provided that adequate reserves for the payment thereof have been established in accordance with GAAP;

(e)deposits under workers’ compensation, unemployment insurance and social security laws or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or to secure statutory obligations of surety or appeal bonds or to secure indemnity, performance or other similar bonds in the ordinary course of business consistent with past practice;

(f)zoning restrictions, easements, rights-of-way, title irregularities and other similar encumbrances, which alone or in the aggregate are not substantial in amount and do not materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Borrower or its Subsidiaries;

(g)any purchase-money Lien granted to a Person financing the purchase of goods or equipment if such Lien encumbers only the specific goods or equipment purchased and the Indebtedness secured by such Lien does not exceed the purchase price paid for such goods or equipment;

(h)Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in paragraphs (b) and (g) above, provided that any extension, renewal or replacement Lien (i) is limited to the Property covered by the existing Lien and (ii) secures Indebtedness which is no greater in amount, has a maturity date not later than the Indebtedness refinanced and has material terms no less favorable to the Lenders than the Indebtedness secured by the existing Lien; and

(i)Liens arising in connection with any letters of credit issued with respect to any Material Contracts and/or insurance policies that are required to be maintained by the Borrower or its Subsidiaries pursuant to the terms thereof, and Liens of the Airport Authorities as provided in the Material Contracts or under applicable Governmental Rules.

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Section 7.3Asset Dispositions.

None of the Borrower or its Subsidiaries shall directly or indirectly sell, lease, convey, transfer or otherwise dispose of (whether in one transaction or in a series of transactions) any Property, whether now owned or hereafter acquired, or enter into any agreement to do any of the foregoing, except for the following:

(a)sales by the Borrower or any of its Subsidiaries of Inventory to Persons in the ordinary course of their businesses, including, intercompany sales of Inventory by one such Loan Party to another such Loan Party;

(b)sales or other dispositions by the Borrower or any of its Subsidiaries of surplus, damaged, worn or obsolete property and equipment in the ordinary course of their businesses for not less than fair market value (except as approved by the Board of Directors of the Borrower in the case of any sale of disposition to a Person that is not an Affiliate); provided that no Event of Default shall have occurred and be continuing;

(c)sales or other dispositions by the Borrower or any of its Subsidiaries of Investments permitted by Section 7.5(b) for not less than fair market value;

(d)sales or other dispositions of Property with a fair market value not exceeding $250,000 in any fiscal year, the proceeds of which are applied to the prepayment of the Loans to the extent required by Section 2.9(c);

(e)sales of the business and assets relating to Maintenance Services Businesses, to the extent permitted by the terms of the relevant management contract or FBO Leases 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;

(f)sales of the business and assets relating to Airport Management Business, to the extent permitted by the terms of the relevant management contract 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; and

(g)the termination of any Immaterial FBO, and the sale or other disposition by the relevant Subsidiary of property or equipment used in the business of such Immaterial FBO for not less than fair market value; provided that if terminating such FBO shall require the payment by the Borrower or any of its Subsidiaries of a termination or similar payment to the relevant Airport Authority, such termination shall require the prior written consent of the Administrative Agent, acting at the direction of the Required Lenders.

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Section 7.4Mergers, Acquisitions, Etc.

None of the Borrower or its Subsidiaries shall consolidate with or merge into any other Person or permit any other Person to merge into it, acquire any Person as a new Subsidiary or acquire all or substantially all of the assets of any other Person or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, whether now owned or hereafter acquired, to any Person; provided that the Borrower and its Subsidiaries may merge with each other (and with other Subsidiaries of the Borrower which become Loan Parties), and provided, further that (a) no Default or Event of Default will result after giving effect to any such merger and (b) in any such merger involving the Borrower, the Borrower is the surviving Person.

Section 7.5Investments.

None of the Borrower or its Subsidiaries shall make any Investment except for Investments in the following:

(a)Investments by the Borrower or any of its Subsidiaries in cash and Cash Equivalents;

(b)Investments listed in Schedule 7.5(b) existing on the date hereof;

(c)Investments by the Borrower and any of its Subsidiaries in each other;

(d)deposit accounts established and maintained in accordance with Section 9.1;

(e)securities accounts established and maintained in accordance with Section 9.1; provided that any funds held in such securities accounts may only be invested in Permitted Investments.

Section 7.6Change in Business.

None of the Borrower or its Subsidiaries shall engage, either directly or indirectly, in any business other than the businesses conducted by the Borrower and its Subsidiaries as of the Closing Date, and any business substantially related or incidental thereto, or enter into any new FBO Leases other than with respect to operations located on municipal airports within the United States and Canada. The Borrower and its Subsidiaries shall not change their respective payment arrangements with fuel suppliers, as such arrangements are in effect as of the Closing Date, such that the purchase price for fuel is a price other than on the basis of the prevailing market price at the time of delivery or payment for fuel is made on a deferred basis, without the prior written consent of the Required Lenders.

Section 7.7Payments of Indebtedness.

None of the Borrower or its Subsidiaries shall (i) prepay, redeem, purchase, defease or otherwise acquire or satisfy in any manner prior to the scheduled due date thereof any Indebtedness (other than Permitted Indebtedness so long as no Default or Event of Default is then existing or would result from such prepayment, and the Obligations); or (ii) amend, modify or otherwise change the terms of any document, instrument or agreement evidencing Indebtedness (other than Permitted Indebtedness so long as no Default or Event of Default is then existing or would result from such prepayment, and the Obligations) so as to accelerate any scheduled payment thereof.

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Section 7.8ERISA.

None of the Borrower or its Subsidiaries shall:

(a)take any action which will result in the partial or complete withdrawal, within the meanings of sections 4203 and 4205 of ERISA, from a Multiemployer Plan;

(b)engage or permit any Person to engage in any transaction prohibited by section 406 of ERISA or section 4975 of the IRC involving any Employee Benefit Plan or Multiemployer Plan which would subject the Borrower or any ERISA Affiliate to any tax, penalty or other liability including a liability to indemnify;

(c)incur or allow to exist any accumulated funding deficiency (within the meaning of section 412 of the IRC or section 302 of ERISA with respect to any Employee Benefit Plan);

(d)fail to make full payment when due of all amounts due as contributions to any Employee Benefit Plan or Multiemployer Plan;

(e)fail to comply with the requirements of section 4980B of the IRC or Part 6 of Title I(B) of ERISA; or

(f)adopt any amendment to any Employee Benefit Plan which would require the posting of security pursuant to section 401(a)(29) of the IRC,

where singly or cumulatively, the above event or events would be reasonably likely to have a Material Adverse Effect.

Section 7.9Transactions With Affiliates.

Except as otherwise permitted by the Loan Documents, none of the Borrower or its Subsidiaries shall enter into any Contractual Obligation with any Affiliate (other than the Borrower or a Subsidiary of the Borrower) or engage in any other transaction with any Affiliate except upon terms at least as favorable to such Loan Party as an arms-length transaction with unaffiliated Persons; provided that, subject to Section 9.6 hereof, the foregoing shall not preclude a reasonable allocation of costs to the Borrower or any of its Subsidiaries by MIC.

Section 7.10Accounting Changes.

None of the Borrower or its Subsidiaries shall change (i) its fiscal year or (ii) its accounting practices except as required by GAAP.

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Section 7.11Amendments of Material Documents.

Without the prior written consent of the Administrative Agent, none of the Borrower or its Subsidiaries shall (i) cancel or terminate or replace any Material Contract or Organizational Document (collectively, the “Material Documents”), (ii) consent to or accept any cancellation or termination of any Material Document (other than as permitted without the consent of the relevant Loan Party and without a default in accordance with the terms of such Material Document), (iii) amend, modify or supplement in any material respect any Material Document or any document executed and delivered in connection therewith, in any respect that could reasonably be expected to adversely affect any material right or interest of the Lenders or any Loan Party’s ability to pay and perform the Obligations; (iv) waive any material default under, or material breach of, any Material Document or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Document or in any way vary, or agree to the variation of, any material provision of such Material Document or of the performance of any material covenant or obligation by any other Person under any Material Document that could reasonably be expected to adversely affect any material right or interest of the Lenders or any Loan Party’s ability to pay and perform the Obligations, or (v) assign (other than pursuant to the Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Document other than to another Loan Party.

Section 7.12Joint Ventures.

None of the Borrower or its Subsidiaries shall enter into any Joint Venture.

Section 7.13Management Fees; MIC Cost Allocations.

None of the Borrower or its Subsidiaries shall pay any management fees other than (i) management fees paid by the Borrower or any of its Subsidiaries to the Borrower or any other Subsidiary or Subsidiaries, and (ii) third-party facility management fees approved by the Board of Directors of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed); provided that, subject to Section 9.6 hereof, the foregoing shall not preclude the allocation of costs to the Borrower or any of its Subsidiaries by MIC.

Section 7.14Jurisdiction of Formation.

None of the Borrower or its Subsidiaries shall change its respective jurisdiction of formation except upon not less than thirty (30) days prior written notice to the Administrative Agent.

Section 7.15Sales and Leaseback; Off-Balance Sheet Financing.

None of the Borrower or its Subsidiaries shall engage in (a) any sale and leaseback transaction with respect to any of its Property of any character, whether now owned or hereafter acquired or (b) any off-balance sheet transaction or other similar transaction.

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Section 7.16Expansion Capital Expenditures.

None of the Borrower or its Subsidiaries shall incur or pay for any Expansion Capital Expenditures unless such expenditures are (a) paid with funds transferred from the Distribution Account, (b) financed by Permitted Subordinated Debt, (c) funded by equity contributions made by the Investor, or (d) in the case of capital expenditure projects, paid with the proceeds of Capex Loans to the extent permitted by Section 2.7(b).

ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES

Section 8.1Events of Default.

Any one or more of the following events shall constitute an Event of Default:

(a)(i) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation or any Hedging Termination Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, or (ii) the Borrower shall fail to pay any interest on any Loan or any Hedging Obligation, when and as the same shall become due and payable, or shall fail to transfer any amounts into the Concentration Account or to the Collateral Agent when and as required in accordance with Section 9.1(b) or 9.5 and such failure shall continue unremedied for a period of three (3) Business Days, or (iii) the Borrower shall fail to pay any fee or any other amount (other than the amounts referred to in clause (i) or (ii) above), and such failure shall continue unremedied for a period of three (3) Business Days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders).

(b)the Borrower shall fail to comply with any covenant or agreement contained in Section 6.4, Section 6.7, Section 6.8(a), Section 6.9, Section 6.10, Section 6.11, Section 6.12 or Article VII; or

(c)at any time, funds on deposit in any Account are used by or on behalf of the Borrower other than for the purposes expressly specified in this Agreement or are withdrawn by or at the direction of the Borrower other than as expressly permitted pursuant to the Collateral Agency Agreement, unless such funds are restored to the appropriate Account promptly after a Responsible Officer of the Borrower has Actual Knowledge thereof; or

(d)any default shall occur under any Subsidiary Guaranty or other Security Document and such default shall continue beyond any period of grace provided with respect thereto; or

(e)any insurance required to be maintained pursuant to Section 6.5 of this Agreement is terminated, ceases to be valid and in full force and effect or is amended or otherwise modified in any manner so as could reasonably be expected to have a Material Adverse Effect, unless replacement insurance with coverages and other terms substantially similar to the previous insurance and meeting the requirements of Section 6.5 of this Agreement is procured within thirty (30) days of such event.

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(f)the Borrower or any other Loan Party shall fail to comply with any covenant or agreement under this Agreement or under any other Loan Document (other than those specified in subsections (a), (b), (c), (d) or (e) above), and such failure is not remedied within 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders) or, if the failure is capable of remedy, no more than 90 days from the date of such notice from the Administrative Agent, so long as the applicable Loan Party is diligently pursuing such remedy and such extension of time does not result or could not reasonably be expected to result in a Material Adverse Effect; or

(g)any representation or warranty made by the Borrower or any other Loan Party in any Loan Document to which it is a party, or in any certificate or document delivered to the Administrative Agent or the Collateral Agent by the Borrower or any other Loan Party pursuant to any Loan Document, shall prove to have been incorrect when made or deemed made and a Material Adverse Effect will result therefrom; or

(h)Except, in each case, to the extent any payment or other obligations are being contested in good faith pursuant to Permitted Contest Provisions, any of the Borrower or its Subsidiaries shall (i) fail to make any payment on account of any Indebtedness of such Person (other than the Obligations or Permitted Subordinated Indebtedness) when due (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and such failure shall continue beyond any grace period provided with respect thereto, if the amount of such Indebtedness exceeds $1,000,000 or the effect of such failure is to cause, or permit the holder or holders thereof to cause, such Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations or Permitted Subordinated Indebtedness) in an aggregate amount exceeding $1,000,000 to become redeemable, liquidated, due or otherwise payable (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and/or to be secured by cash collateral or (ii) otherwise fail to observe or perform any agreement, term or condition contained in any agreement or instrument relating to any Indebtedness of such Person (other than the Obligations or Permitted Subordinated Indebtedness), or any other event shall occur or condition shall exist, if the effect of such failure, event or condition is to cause, or permit the holder or holders thereof to cause, such Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations or Permitted Subordinated Indebtedness) in an aggregate amount exceeding $1,000,000 to become redeemable, liquidated, due or otherwise payable (whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and/or to be secured by cash collateral; or

(i)any of the Borrower or its Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its respective Property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), or (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its Property by any official in an involuntary case or other proceeding commenced against it; or

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(j)proceedings for the appointment of a receiver, trustee, liquidator or custodian of any of the Borrower or its Subsidiaries or of all or a substantial part of the Property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to any such Loan Party or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement; or

(k)a final judgment that is not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Administrative Agent by an independent insurance broker or carrier satisfactory to the Administrative Agent is entered against any of the Borrower or its Subsidiaries in excess of $1,000,000 and such judgment remains unsatisfied without procurement of a stay of execution for more than 30 days after its entry; or

(l)(i) any Loan Document or any material term thereof shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert in writing and any such event continues for ten (10) days after the earlier of the Administrative Agent giving notice and the Borrower becoming aware of such event; or (ii) any Security Document shall cease, except in accordance with its terms, to be effective to grant a valid and first-priority perfected Lien on the Collateral described therein (other than with respect to Permitted Liens); or (iii) the Borrower or any of its Subsidiaries shall issue, create or permit to be outstanding any Equity Securities which shall not be subject to a first-priority perfected Lien under the Security Documents; or

(m)any Reportable Event which the Administrative Agent reasonably believes in good faith constitutes grounds for the termination of any Plan by the PBGC or for the appointment of a trustee by the PBGC to administer any Plan shall occur and be continuing for a period of thirty (30) days or more after notice thereof is provided to the Borrower by the Administrative Agent, or a trustee shall be appointed by the PBGC to administer any Plan; or

(n)a Change of Control shall occur; or

(o)any party to a Material Contract shall fail to perform or observe in any respect the terms, covenants, obligations or conditions contained in such Material Contract or shall materially breach or otherwise be in default under such Material Contract, which failure, breach or default shall have remained unremedied beyond the applicable grace or cure period, if any, provided in such Material Contract, and such failure continues for a period of 30 days after notice from the Administrative Agent or, if the failure is capable of remedy, no more than 90 days from the date of such notice from the Administrative Agent, so long as the applicable party is diligently pursuing such remedy and such extension of time does not or could not reasonably be expected to result in a Material Adverse Effect; provided that any such event occurring with respect to a party other than a Loan Party shall be deemed an Event of Default only if such event had or could reasonably be expected to have a Material Adverse Effect; or

(p) (i) any Material Contract at any time for any reason ceases to be valid and binding and in full force and effect with respect to any party thereto, or any such Person shall so assert in writing, other than with respect to the scheduled expiration date of such Material Contract; (ii) any Material Contract is terminated prior to the scheduled expiration date thereof by or on behalf of any party thereto for any reason whatsoever without the prior written consent of the Administrative Agent, or a Loan Party is notified by or on behalf of an Airport Authority of its intent to terminate any Material Contract, or a Material Contract becomes capable of being terminated as a result of a breach by any Loan Party; or (iii) any material provision of any Material Contract shall be declared to be null and void, and any such event shall continue in effect for ten (10) days; or

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(q)any Loan Party shall abandon its business operations at any airport at which it is entitled to conduct its business under a Material Contract, which abandonment shall be deemed to have occurred if such Loan Party shall fail, without reasonable cause, to conduct business operations in the ordinary course at such airport for a continuous period of more than 30 days; or

(r)any Governmental Authorization necessary (i) for the execution, delivery and performance by any Loan Party of any of the Loan Documents or Material Documents to which it is a party, or for the performance by any such Loan Party of its material rights and obligations thereunder or (ii) for the ownership, leasing or operation of any material portion of the business of the Loan Parties (determined on a consolidated basis) as conducted as of the Execution Date, shall be revoked, terminated, withdrawn, suspended or materially modified, and the revocation, termination, withdrawal, suspension or material modification of such Governmental Authorization results in a Material Adverse Effect; or

(s)any substantial portion of the Property of the Borrower or any of its Subsidiaries (determined on a consolidated basis) is seized, condemned, nationalized or appropriated, and such seizure, condemnation, nationalization or appropriation results in a Material Adverse Effect; or

(t)the Backward Debt Service Coverage Ratio shall be less than or equal to 1.20 to 1.00, or the Leverage Ratio shall be greater than the Maximum Leverage Ratio as of any Calculation Date; or the

(u)any event or condition involving loss, liability, damage or financial impact in excess of $10,000,000 suffered or incurred by one or more of the Borrower or any of its Subsidiaries shall occur or exist, which event or condition could reasonably be expected to have a Material Adverse Effect;

(v)the Borrower or any of its Subsidiaries shall have failed to comply with applicable Legal Requirements (including any Environmental Laws), and such failure shall result in a Material Adverse Effect; or

(w)The Borrower shall have failed to have caused the transfer of the FBO Leases set forth under items 56, 59 and 60 of Schedule A-1 hereto to ACM Property Services, LLC or another Subsidiary of the Borrower other than ACM Aviation, LLC prior to the sale of ACM Aviation, LLC, in each case free and clear of any Liens other than Permitted Liens and with the consent of any Airport Authority or other Person that may be required for such transfer.

Any Event of Default referred to in Section 8.1(o), (p) or (q) affecting one or more FBOs (other than a Non-Eligible FBO) may, at any time prior to acceleration of the Loans under Section 8.2(a)(ii), be cured by prepayment in accordance with Section 2.9(b) of a portion of the Term Loans equal to (i) the Term Loans outstanding as of the date on which such Event of Default occurred multiplied by (ii) the Proportional EBITDA Contribution of such FBO(s), whereupon the Borrower Subsidiary or Borrower Subsidiaries party to the FBO Leases at the affected FBO locations shall be released from the Loan Documents; provided that such method of cure may be exercised as to any FBO only if the Proportional EBITDA Contribution of such FBO, when added to the Proportional EBITDA Contribution of any other FBO(s) as to which such method of cure has prior thereto been or is concurrently exercised, does not exceed the Maximum Release Percentage. Any such prepayment shall be made solely out of Cash Available for Distribution as of the end of the most recent fiscal quarter of the Borrower or from new equity contributions from the Investor to the Borrower, or a combination thereof. For the avoidance of doubt, the cure right permitted by this paragraph may not be exercised more than three times during the period from the Closing Date through and including the date on which all Obligations have been indefeasibly paid in full and the Commitments under this Agreement have terminated.

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Section 8.2Remedies Upon Event of Default.

(a)If any Event of Default occurs and is continuing, the Administrative Agent may, and upon the request of the Required Lenders shall: (i) by notice to the Borrower, declare the Commitments to be terminated, whereupon the same shall forthwith terminate (except that any such termination shall not affect the obligation of each Revolving Loan Lender to reimburse the Issuing Bank in respect of any Drawing under a Letter of Credit issued pursuant to Section 2.14 prior to such termination); (ii) by notice to the Borrower, declare the entire unpaid principal amount of the Loans (together with all accrued and unpaid interest thereon and any other amount then due under the Loan Documents) and all other Obligations to be forthwith due and payable, whereupon such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower; and/or (iii) instruct the Collateral Agent to foreclose on any or all of the Collateral and/or proceed to enforce all remedies available to the Administrative Agent (or Collateral Agent) pursuant to the Loan Documents or otherwise as a matter of law. Notwithstanding the foregoing, if an Event of Default referred to in Section 8.1(i) or (j) shall occur with respect to the Borrower, automatically and without notice the actions described in clauses (i) and (ii) above shall be deemed to have occurred.

(b)Without limiting the rights of the Administrative Agent set forth in paragraph (a) above or elsewhere in this Agreement, if any Event of Default or Revolver Event of Default occurs and is continuing, the Revolving Loan Lenders (with respect to the Revolving Loans only and irrespective of any action or inaction taken with respect to the Term Loans) may, by notice to the Borrower (in the case of a Revolver Event of Default which is not otherwise an Event of Default), given not later than fifteen (15) days of the Revolving Loan Lenders receiving written notice of the occurrence of such Revolver Event of Default, (i) declare the Revolving Loan Commitments to be terminated, whereupon the same shall forthwith terminate (except that any such termination shall not affect the obligation of the Revolving Loan Lenders to reimburse the Issuing Bank in respect of any Drawing under a Letter of Credit issued pursuant to Section 2.14 prior to such termination); and/or (ii) declare the entire unpaid principal amount of the Revolving Loans (together with all accrued and unpaid interest thereon and any other amount then due under the Loan Documents) and all other Obligations owing to the Revolving Loan Lenders to be forthwith due and payable, whereupon such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower. Any such acceleration of the Obligations owed to the Revolving Loan Lenders shall not alter or affect the limitations on remedies specified in paragraph (c) below.

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(c)Subject to paragraph (d) below, no Financing Party may, except with the prior consent of the Required Lenders (i) enforce any security interest created or evidenced by any Security Document or require the Administrative Agent to enforce any such security interest (provided that the foregoing shall not limit any right of setoff by a Lender permitted hereunder); (ii) sue for or institute any creditor’s process (including an injunction, garnishment, execution or levy, whether before or after judgment) in respect of any Obligation (whether or not for the payment of money) owing to it under or in respect of any Loan Document; (iii) take any step for the winding-up, administration of or dissolution of, or any insolvency proceeding in relation to, the Borrower, or for a voluntary arrangement, scheme of arrangement or other analogous step in relation to the Borrower, or (iv) apply for any order for an injunction or specific performance in respect of the Borrower in relation to any of the Loan Documents; provided that nothing herein shall limit any netting or right of set-off by the Hedging Bank in accordance with the Hedging Agreements.

(d)If the Revolving Loans and interest thereon are not repaid in full on the Maturity Date, the Revolving Loan Lenders may bring any action or proceeding (i) for collection of such unpaid amounts and other amounts due and owing to the Revolving Loan Lenders with respect thereto and (ii) for the recognition or enforcement of any judgment with respect to such unpaid amounts and such other amounts. Notwithstanding the foregoing, as long as any real property is included in the Collateral, the Revolving Loan Lenders shall not exercise any rights or remedies that could reasonably be expected to result in the loss of the Collateral Agent’s Lien on the Collateral pursuant to the California “one action” rule or any similar rule of any other jurisdiction. Notwithstanding anything in the foregoing to the contrary, the Revolving Loans shall at all times be secured by the Lien pursuant to the Security Documents, subject to the direction of the Required Lenders.

Section 8.3Waiver of Event of Default.

Any Event of Default may be waived as provided in Section 12.1. No waiver of any Event of Default shall constitute a waiver of any other or any succeeding Event of Default except to the extent specifically provided in such waiver.

ARTICLE IX

PROJECT ACCOUNTS & FLOW OF FUNDS

Section 9.1Project Accounts.

(a)None of the Borrower or its Subsidiaries shall maintain banking accounts or securities accounts other than (i) the Accounts, and (ii) the Project Accounts listed on Schedule 5.26 or established and maintained in accordance with this Section 9.1.

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(b)Except as otherwise set forth on Schedule 5.26, each Project Account shall be directly or indirectly linked to the Concentration Account, and the Borrower shall at all times, at its sole cost and expense, transfer, and shall cause its Subsidiaries to transfer, all cash in such Project Accounts (except for amounts reserved for petty cash purposes not to exceed $15,000) into the Concentration Account no less frequently than on a daily basis. Once per month, or as otherwise requested from time to time by the Administrative Agent, the Borrower shall provide to the Administrative Agent documentation reasonably acceptable to the Administrative Agent evidencing compliance with this paragraph (b).

(c)The Borrower or any of its Subsidiaries may establish additional Project Accounts as necessary or desirable for its business; provided that the Borrower shall provide notice of the establishment of such new Project Account to the Administrative Agent within five (5) Business Days, and provided further, that, unless otherwise agreed by the Administrative Agent, all cash in such Project Accounts (except for amounts to be agreed upon with the Administrative Agent to be reserved for working capital purposes) shall be transferred into the Concentration Account no less frequently than on a daily basis.

(d)No later than April 1, 2008, the Borrower shall cause all Project Accounts to be maintained with Wachovia Bank, N.A. or another single bank reasonably acceptable to the Administrative Agent, except for Project Accounts to be agreed upon with the Administrative Agent which, for operational reasons, should be maintained temporarily or permanently with other banks.

Section 9.2Material Project Accounts.

(a)If, after the date hereof, the Administrative Agent reasonably determines that one or more Project Accounts, based on the amounts deposited therein, are material for the security interest of the Secured Parties (all such accounts, together with the Concentration Account, the Project Accounts marked as “material” on Schedule 5.26 and any accounts replacing such accounts, collectively, the “Material Project Accounts”), the Borrower shall promptly (but in any event within 30 days after notice thereof) enter into an account control agreement (each, a “Control Agreement”) with the Collateral Agent and the applicable bank, substantially in the form of Exhibit G hereto with such changes thereto as may be requested or approved by the Administrative Agent, the Collateral Agent and the Borrower (or such other form as is reasonably acceptable to the Administrative Agent, the Collateral Agent, such bank and the Borrower), and carry out such further acts as the Administrative Agent may reasonably request in order to perfect the security interest of the Collateral Agent in the relevant accounts.

(b)No Material Project Account may be closed unless the funds then on deposit in such Material Project Account are transferred to another Material Project Account or to a new Material Project Account established and maintained in accordance with this Section 9.2.

(c)The Borrower (or applicable Subsidiary of the Borrower) shall notify the Administrative Agent and the Collateral Agent in writing promptly upon receipt of notice that a Control Agreement with respect to any Material Project Account will be terminated or otherwise will no longer be in full force and effect. In such event, the Borrower shall promptly, and in any event prior to the effective date of such termination, cause the withdrawal and transfer of any balance in the affected Material Project Account to an existing Material Project Account that is subject to a Control Agreement or a new Material Project Account established and maintained in accordance with this Section 9.2.

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Section 9.3Cash Management

(a)The Borrower shall deposit or cause to be deposited into the Project Accounts all Operating Revenues and all other amounts received by any of the Borrower and its Subsidiaries from any source whatsoever, in each case promptly upon receipt thereof. To the extent payments for fuel or other material payments to the Borrower or its Subsidiaries are not being deposited directly into the Concentration Account as of the Closing Date, the Borrower shall make commercially reasonable efforts to deposit or cause to be deposited such material payments directly into the Concentration Account promptly after the Closing Date. If any such material payments to the Borrower or its Subsidiaries are deposited into a Project Account other than the Concentration Account after April 1, 2008, such Project Account shall be maintained as a Material Project Account in accordance with Section 9.2.

(b)Except as set forth on Schedule 5.26, all payments to fuel suppliers or other material payments to be made by the Borrower or any of its Subsidiaries to other Persons after April 1, 2008 shall be made from the Concentration Account or other Material Project Accounts or from Project Accounts which are automatically swept daily to the Concentration Account.

(c)The balance in any Project Accounts used by Subsidiaries for petty cash purposes shall generally not exceed $15,000.

Section 9.4Debt Service Reserve Required Balance.

(a)Subject to paragraph (b) below, the Borrower shall deposit to the Debt Service Reserve Account funds equal to an amount which results in such account being funded with the Debt Service Reserve Required Balance as required hereunder and shall thereafter transfer funds to the Debt Service Reserve Account in accordance with Section 9.5(a)(i).

(b)The Borrower shall be permitted to maintain the Debt Service Reserve Required Balance by any combination (except as otherwise provided in clause (iii) below) of available cash on deposit in the Debt Service Reserve Account and a Debt Service Reserve Letter of Credit maintained in effect by the Borrower; provided that the Debt Service Reserve Letter of Credit shall not be a Letter of Credit issued under the Letter of Credit Facility. The Borrower shall notify the Administrative Agent at least forty-five (45) days prior to the expiration of the Debt Service Reserve Letter of Credit provided pursuant to this Section 9.4(b). Any Debt Service Reserve Letter of Credit shall be unconditionally drawable by the Administrative Agent if any of the following occurs: (A) in the event, and to the extent, of any shortfall in the payment of Mandatory Debt Service when due; (B) in the event the entity that has issued the Debt Service Reserve Letter of Credit suffers an L/C Issuer Event, thirty (30) days after the occurrence of such L/C Issuer Event, and (C) the occurrence of any Event of Default and acceleration of the Loans and/or exercise of remedies under the Security Documents.

(c)Upon the occurrence of an L/C Issuer Event (and provided that the Administrative Agent shall not have drawn the full amounts available thereunder), the Borrower shall replace any letter of credit affected thereby by depositing cash to the Debt Service Reserve Account or providing a letter of credit issued by an Acceptable Issuer not later than three (3) Business Days after the earlier of (A) the Collateral Agent giving the Borrower written notice thereof and (B) the Borrower having Actual Knowledge thereof.

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(d)Upon the satisfaction in full of the Obligations, the Debt Service Reserve Letter of Credit will be forthwith returned to the Borrower for cancellation and termination thereof.

Section 9.5Payments to Reserve Accounts and Distribution Account

(a)The Borrower shall cause amounts held in the Concentration Account or other Project Accounts to be withdrawn and transferred at the following times and for the following purposes:

(i)On each Quarterly Funds Transfer Date, the Borrower shall, after first making any mandatory prepayments required to be paid from Excess Cash Flow or that may otherwise be due and any payments of interest or fee that may be due on such date, cause to be transferred to the Debt Service Reserve Account from available Excess Cash Flow an amount equal to (A) the then current Debt Service Reserve Required Balance, minus (B) the sum of the funds then on deposit in the Debt Service Reserve Account and the aggregate face amount of all Debt Service Reserve Letters of Credit.

(ii)If, as of any Calculation Date, any one or more of the Distribution Conditions shall not be satisfied, the Borrower shall, after application of amounts in accordance with the preceding clause (i) and not later than two (2) Business Days after the Borrower has delivered a certified calculation of the Debt Service Coverage Ratios for such Calculation Date pursuant to Section 6.1(e), cause all Cash Available for Distribution as of such Calculation Date to be transferred to the Special Reserve Account.

(iii)If, as of any Calculation Date, all Distribution Conditions shall be satisfied, after application of amounts in accordance with clause (i) above, promptly and in any event within five (5) Business Days after the Borrower has delivered a certified calculation of the Debt Service Coverage Ratios for such Calculation Date pursuant to Section 6.1(e), cause all Cash Available for Distribution to be transferred to the Distribution Account.

(b)If, following a deposit of monies to the Special Reserve Account pursuant to Section 9.5(a)(ii), all Distribution Requirements are satisfied for each of the succeeding two (2) consecutive Calculation Dates, the Borrower may transfer all funds on deposit in the Special Reserve Account (other than any monies required to prepay Loans in accordance with Section 2.9(c)(iv)) to the Distribution Account.

(c)The Borrower and the other Loan Parties hereby agree that the Administrative Agent is authorized to withdraw and transfer funds from the Concentration Account to effect the payments described in the paragraph (a) above in the event the Borrower does not cause such funds to be transferred in a timely or otherwise appropriate manner; provided that the Borrower shall under no circumstances be relieved from its obligations under paragraph (a) above.

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Section 9.6Distributions.

(a)None of the Borrower or its Subsidiaries shall make any Distributions or MIC Cost Reimbursement Payments, or set apart any sum for any such purpose, except:

(i)a Subsidiary of the Borrower may make Distributions to another Subsidiary of the Borrower or to the Borrower;

(ii)from the Closing Date until the fifth anniversary thereof, the Borrower may make cash Distributions or MIC Cost Reimbursement Payments to the Investor in an aggregate amount equal to Cash Available for Distribution as of any Calculation Date occurring during such period within thirty-five (35) days following such Calculation Date if each of the following conditions has been met (collectively, the “Distribution Conditions”);

(A) the Backward Debt Service Coverage Ratio as of such Calculation Date, modified to exclude from the calculation of Net Cash Flow any equity contributions referred to in clause (b) of the definition of “Net Cash Flow”, is equal to or greater than 1.60 to 1.00, and the Forward Debt Service Coverage Ratio as of such Calculation Date, modified to exclude from the calculation of Net Cash Flow any equity contributions referred to in clause (b) of the definition of “Net Cash Flow”, is equal to or greater than 1.60 to 1.00, each as evidenced by a certificate delivered by the Borrower to the Administrative Agent no later than five (5) Business Days prior to the proposed date of Distribution;

(B) no Default or Event of Default shall have occurred and be continuing as of such Calculation Date or the date of such Distribution or shall result from the making of the proposed Distribution;

(C) all mandatory prepayments of the Loans, if any, for such fiscal quarter shall have been paid to the Administrative Agent;

(D) the Debt Service Reserve Required Balance is fully reserved with either a cash deposit to the Debt Service Reserve Account or a Debt Service Reserve Letter of Credit issued in accordance with Section 9.4(b) or any combination thereof; and

(E) EBITDA for the Calculation Period ending on such Calculation Date shall be equal to or greater than the Applicable Minimum EBITDA.;

(F) no Lock-Up Period shall be in effect;

(G) no Revolving Loans shall be outstanding; and

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(H) the Administrative Agent shall have received notice from the Borrower of such Distribution or MIC Cost Reimbursement Payments in writing certifying that the foregoing conditions (A) through (G) have been met.

(b)Notwithstanding anything to the contrary in this Article IX, the Borrower may make the Special Distribution to the Investor with proceeds of the Borrowing of Term Loans on the Closing Date irrespective of whether the Distribution Conditions are met.

Section 9.7Payments from Loss Proceeds Account.

Funds on deposit in the Loss Proceeds Account that are to be made available for Restoration work pursuant to a Restoration Plan as set forth in Section 6.14 (b) will be disbursed to pay the cost of the Restoration upon receipt by the Administrative Agent of a certificate of the Borrower certifying that:

(a)all of the restoration work already completed was done substantially in compliance with the approved Restoration Plan;

(b)the sum requested is required to pay for costs incurred in connection with such Restoration work (giving a description of the services and materials provided in connection with such restoration work);

(c)the sum requested, when added to all amounts with respect to the relevant casualty event previously paid out of the Concentration Account or by the applicable Loan Party out of its Project Accounts, does not exceed the aggregate amount then due and payable with respect to the Restoration work done as of the date of such certificate;

(d)the amount of net proceeds with respect to the Event of Loss remaining in the Concentration Account or the applicable Loan Party’s Project Accounts, together with any other amounts deposited in such accounts by the Borrower or any other Person or otherwise irrevocably committed to be made available to the Borrower as equity funds or Permitted Subordinated Debt (in each case, by the Investor or an Affiliate thereof or a Person that has at least an investment grade long-term unsecured (and not credit enhanced) debt rating or other credit status satisfactory to the Required Lenders) for the purpose of such Restoration are anticipated to be sufficient to complete the Restoration work in accordance with the Restoration Plan;

(e)there exists no mechanic’s, materialmen’s or other Liens on the affected Property arising out of the Restoration (except which are not yet due, adequately bonded, Permitted Liens or as are being contested in good faith pursuant to Permitted Contest Provisions), or if the same do exist, they will be discharged with the funds received from the requested payment; and

(f)no Event of Default has occurred and is continuing.

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ARTICLE X

ADMINISTRATIVE AGENT

Section 10.1Appointment and Authorization of Administrative Agent.

Each Financing Party hereby appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Financing Party or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Legal Requirement. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.2Delegation of Duties.

The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 10.3Liability of Administrative Agent.

None of the Administrative Agent, its officers, directors, employees, agents, attorneys-in-fact and Affiliates shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Financing Party or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. None of the Administrative Agent and any of its officers, directors, employees, agents, attorneys-in-fact and Affiliates shall be under any obligation to any Financing Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

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Section 10.4Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Financing Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Section 10.5Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Financing Parties, unless the Administrative Agent shall have received written notice from a Financing Party or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Financing Parties of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided in Section 12.1; provided, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Financing Parties.

Section 10.6Credit Decision; Disclosure of Information.

Each Financing Party acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates to any Financing Party as to any matter, including whether the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates have disclosed material information in their possession. Each Financing Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Financing Party also represents that it will, independently and without reliance upon the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Financing Parties by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Financing Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

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Section 10.7Indemnification.

To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or any Indemnitee, each Financing Party severally agrees to pay to the Administrative Agent or such Indemnitee such Financing Party’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount. The undertaking in this Section 10.7 shall survive termination of the Commitments, the payment of all Obligations and the resignation of the Administrative Agent.

Section 10.8Administrative Agent in Its Individual Capacity.

The Administrative Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though the Administrative Agent were not the Administrative Agent hereunder and without notice to or consent of the Financing Parties. The Financing Parties acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans or other Outstanding Exposure, the Administrative Agent shall have the same rights and powers under this Agreement as any other Financing Party and may exercise such rights and powers as though it were not the Administrative Agent.

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Section 10.9Collateral Agency Agreement.

Each Financing Party hereby authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Collateral Agency Agreement on behalf of such Financing Party and agrees that, upon such execution and delivery, such Financing Party shall be bound by the terms and provisions thereof as if such Financing Party was a signatory thereto. Each Financing Party further authorizes the Administrative Agent to exercise such powers and discretion under each such agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. As to matters not expressly provided for in the Collateral Agency Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders; provided that the Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to the Loan Documents or applicable Legal Requirements.

Section 10.10Successor Administrative Agent.

The Administrative Agent may resign as Administrative Agent upon 30 days’ prior written notice to the Lenders, and the Administrative Agent may be removed at any time for cause by the Required Lenders. If the Administrative Agent resigns under this Agreement or if the Administrative Agent is removed, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article X and Section 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

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Section 10.11Lead Arrangers.

Except as set forth in Article XI, none of the Mandated Lead Arrangers shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, to the extent it is a Lender or the Administrative Agent, those applicable to all Lenders or the Administrative Agent, as the case may be, as such. Each Lender acknowledges that it has not relied, and will not rely, on any of the Mandated Lead Arrangers in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE XI

HEDGING ARRANGEMENTS

Section 11.1Hedging Payments.

No Hedging Bank shall (a) demand (other than as may be necessary in order to exercise any right to terminate any Hedging Transaction pursuant to a Hedging Agreement as permitted under Section 11.2 or required under Section 11.3) or receive payment, prepayment or repayment of, or any distribution in respect of, or on account of, any of the Hedging Obligations in cash or in kind, or apply any money or property in or towards the discharge of any Hedging Obligations except for scheduled payments arising under the terms of the Hedging Agreements, or (b) permit to exist or receive any security interest or any financial support (including the giving of any guarantee or the making of any deposit or payment) for or in respect of any of the Hedging Obligations other than under the Loan Documents.

Section 11.2Voluntary Termination.

A Hedging Bank may terminate a Hedging Transaction pursuant to a Hedging Agreement only upon the occurrence of any of the following events: (a) an Event of Default has occurred and is continuing and (i) the Administrative Agent takes any action pursuant to Section 8.2(a) or (ii) the Revolving Loan Lenders take any action pursuant to Section 8.2(b), (b) the Required Lenders have directed the Administrative Agent to seek a lifting of the automatic stay or any other stay in any Bankruptcy Proceeding so as to permit an acceleration of all of the amounts outstanding under the Loan Documents pursuant to Section 8.2(a), (c) early termination is permitted in accordance with the terms of such Hedging Agreement by the Hedging Bank in the event it becomes unlawful for such Hedging Bank or the Borrower to perform any absolute or contingent obligation under such Hedging Agreement, (d) early termination is permitted in accordance with the terms of such Hedging Agreement upon the occurrence of a tax event or tax event upon merger, (e) the Administrative Agent has requested such termination or such termination is otherwise permitted in accordance with Section 11.3, (f) the Loans are repaid in full, or (g) an Event of Default occurs under Section 8.1(a) with respect to the Hedging Agreements entered into by such Hedging Bank or an Event of Default occurs under Section 8.1(i) or (j) with respect to any of the Borrower or its Subsidiaries.

Section 11.3Involuntary Termination or Reduction.

(a)If the Administrative Agent has declared that all of the amounts outstanding under the Loan Documents are immediately due and payable or such acceleration has occurred without notice from the Administrative Agent pursuant to Section 8.2(a), each Hedging Bank shall, at the written request of the Administrative Agent (acting at the direction of the Required Lenders), exercise its rights to terminate all Hedging Transactions under each Hedging Agreement to which it is a party.

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(b)If the Borrower is required to make a prepayment of Term Loans under Section 2.9(c) or makes an optional prepayment of Term Loans pursuant to Section 2.9(b) which, in either case, would result in the aggregate notional amounts hedged under the Hedging Agreements exceeding the aggregate principal amount of the Terms Loans at the time of such prepayment, the Borrower shall reduce the amounts hedged under the Hedging Agreements (allocated ratably among the Hedging Agreements according to the respective amounts hedged thereunder) to a level equal to 100% of the Term Loans outstanding.

Section 11.4Hedging Bank Joinder Agreements.

Any Permitted Hedging Bank may become a party to this Agreement by entering into a Hedging Bank Joinder Agreement substantially in the form of Exhibit J hereto with the Borrower and the Administrative Agent.

ARTICLE XII

MISCELLANEOUS

Section 12.1Amendments; Waivers.

(a)No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or other applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent; provided that no such amendment, waiver or consent shall: (i) extend or increase the Commitment of any Lender without the written consent of such Lender; (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them), or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document, or change any financial ratio or the manner of calculation of any financial ratio (including any change in any applicable defined term) used in determining the amount of any mandatory prepayment that would result in a reduction of any such prepayment, without the written consent of each Lender directly affected thereby; (iv) change Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; (v) change any provision of this Section 12.1 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; (vi) release any Guarantor from the Subsidiary Guaranty, or (vii) release all or any material part of the Collateral without the written consent of each Lender and Hedging Bank (except that (A) any release in connection with a sale or other disposition of Collateral authorized by Section 7.3 shall not require the approval of any Lender or Hedging Bank and (B) any amendment, waiver or consent which modifies the terms of Section 7.3 (including any modification relating to the prepayment of proceeds from any such sale or other disposition) shall require the consent of the Required Lenders); and provided, further, that (A) no amendment, waiver or consent shall, without the written consent of the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (B) no amendment, waiver or consent shall, without the written consent of the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any other Loan Document (C) no amendment, waiver or consent shall, without the written consent of each Hedging Bank directly affected thereby in addition to the Lenders required above, affect the rights or duties of such Hedging Bank under this Agreement or any other Loan Document, and (D) any separate fee agreement between the Borrower and the Administrative Agent in its capacity as such or between the Borrower and the Lead Arrangers in their capacities as such may be amended or modified by such parties; and provided, further, that any waiver of conditions precedent set forth in Section 4.1(g) which relate to the perfection of a security interest in Collateral can be waived by the Administrative Agent in its discretion, (provided that such condition shall instead be satisfied after the Closing Date, and within time periods established by the Administrative Agent in its discretion); and provided, further, that (X) no amendment, waiver or consent shall, without the written consent of the Revolving Loan Lenders, in addition to the Lenders required above, be effective for purposes of determining the obligation of the Revolving Loan Lenders to make Revolving Loans or the existence or non-existence of a Revolver Event of Default, or the rights of the Revolving Loan Lenders specified in Section 8.2(b), and (Y) no amendment, waiver or consent shall, without the written consent of the Issuing Bank, in addition to the Lenders required above, be effective for purposes of determining the obligation of the Issuing Bank to issue Letters of Credit.

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(b)No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (a) of this Section 12.1, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

Section 12.2Notices.

(a)Unless otherwise expressly provided herein, (and subject to paragraph (c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)if to the Borrower:

Atlantic Aviation FBO Inc.

6504 International Parkway, Suite 2400

Plano, TX 75093

Attention: Calvin Miller

Telephone: (972) 447-4205

Facsimile: (972) 447-4211

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with a copy to:

Macquarie Infrastructure Company Inc.

125 West 55th Street

New York, New York 10019

Attention: Frank Joyce

Telephone: (212) 231-1814

Facsimile: (212) 231-1828

and

Pillsbury Winthrop Shaw Pittman LLP

1650 Tysons Boulevard

McLean, Virginia 22102

Attention: Craig E. Chason, Esq.

Telephone: (703) 770-7947

Facsimile: (703) 770-7901

(ii)if to the Administrative Agent:

DEPFA BANK plc

1 Commons Street

Dublin 1

Ireland

Attention: Brian Price

Telephone: +353 1 792 2374

Facsimile: +353 1 792 2164

(iii)if to the Revolving Loan Lender:

DEPFA BANK plc

1 Commons Street

Dublin 1

Ireland

Attention: Brian Price

Telephone: +353 1 792 2374

Facsimile: +353 1 792 2164

(iv)if to the Issuing Bank:

DEPFA BANK plc

1 Commons Street

Dublin 1

Ireland

Attention: Brian Price

Telephone: +353 1 792 2374

Facsimile: +353 1 792 2164

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(v)if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b)Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Legal Requirements, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c)Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as Financial Statements and other information as provided in Section 6.1, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

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

Section 12.3Expenses; Indemnity; Damage Waiver.

(a)The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent, in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the syndication of the credit facilities provided for herein, and the administration of the transactions contemplated hereby and thereby (including any outside appraisal, audit, environmental and similar services), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or the Collateral Agent, in connection with the enforcement, attempted enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Obligations; provided that the Borrower shall not be liable for the expenses of separate counsel to any Lender.

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(b)The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, and each of the officers, directors, employees, agents, attorneys-in-fact and Affiliates of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Commitment, Loan or Letter of Credit issued pursuant to Section 2.14 or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under any such Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party, or liability under any Environmental Laws related in any way to any Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment (or a settlement tantamount to such a judgment) to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any Affiliate, officer, director, employee or agent of such Indemnitee. As used in this clause (b), the term “fees, charges and disbursements of any counsel for any Indemnitee” shall include reasonable costs and expenses of not more than one counsel (and, if necessary, one local counsel), which may include allocable costs and expenses of such Indemnitees’s in-house legal counsel and staff (to the extent in substitution for, and not duplicative of, outside counsel).

(c)To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or arising out of the activities in connection herewith or therewith.

(d)All amounts due under this Section 12.3 shall be payable not later than ten (10) Business Days after written demand therefor.

(e)The agreements in this Section 12.3 shall survive the termination of the Commitments and repayment of all other Obligations.

Section 12.4Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.4. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 12.4) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)(i) Any Lender may assign to one or more Eligible Assignees approved by the Administrative Agent and (so long as no Event of Default is continuing) the Borrower (which approvals shall not be unreasonably withheld or delayed) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (A) no approval of the Administrative Agent shall be required for any assignment to an assignee that is a Lender or an Affiliate of a Lender immediately prior to giving effect to such assignment, (B) each assignee Lender shall provide appropriate assurances and indemnities to the Issuing Bank as it may reasonably require with respect to any continuing obligation to purchase participation interests in any Drawing or other Reimbursement Obligation, (C) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans and Commitment, the amount of the Loans and Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents; (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (E) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and any required tax forms; and (F) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(ii)Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 12.4, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4 and 12.3). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 12.4.

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(iii)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iv)Upon its receipt of a duly completed Assignment and Assumption and required tax forms executed by an assigning Lender and an Eligible Assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in paragraph (b)(i) of this Section 12.4, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of or notice to the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.1(a) that affects such Participant. Subject to paragraph (c)(ii) of this Section 12.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.3 and 3.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 12.4.

(ii)A Participant shall not be entitled to receive any greater payment under Section 3.1, 3.4 or 3.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. Without limitation of the preceding sentence, (A) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.1 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.1(e) as though it were a Lender and (B) a Participant that is a United States resident individual shall not be entitled to the benefits of Section 3.1 as if it were a Lender unless the Participant agrees to comply with Section 3.1(g) as though it were a Lender.

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(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.4 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 12.5Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (provided that the Administrative Agent or affected Lender, as applicable, shall, to the extent reasonably practical, give the Borrower reasonable notice prior to any such required disclosure and an opportunity to contest such order, and the Administrative Agent or the affected Lender, as applicable shall comply with any applicable protective order or equivalent imposed by any Governmental Authority as a condition of such disclosure), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.5, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or its advisers, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 12.5. For the purposes of this Section, “Information” means all information received from the Borrower relating to any Loan Party or its business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower or any of its Affiliates that is not prohibited from transmitting the information to the Administrative Agent or such Lender by a contractual or legal obligation. Any Person required to maintain the confidentiality of Information as provided in this Section 12.5 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 12.6Limitation on Interest.

Notwithstanding anything to the contrary contained in any Loan Document, the interest and fees paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Legal Requirement (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest or a fee in an amount that exceeds the Maximum Rate, the excessive interest or fee shall be applied to the principal of the outstanding Obligations or, if it exceeds the unpaid principal, refunded to the Borrower. In determining whether the interest or a fee contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Legal Requirement, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations.

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Section 12.7Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided that if any such set off is effected prior to acceleration of the Loans pursuant to Section 8.2 and all Events of Default are cured prior to any such acceleration, such set off (other than any portion thereof that has been applied against matured Obligations) shall be rescinded and the deposits and other amounts so set off (other than such portion) shall be restored to the Borrower, without interest, not later than three (3) Business Days after the Administrative Agent has notified the Lenders in writing that no Event of Default is continuing or, if the benefit of such set off has been shared by the Lenders in accordance with Section 2.13, promptly after such Lender receives the corresponding payments from other Lenders. The rights of each Lender under this Section 12.7 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 12.8Nonliability of Financing Parties.

The Borrower acknowledges and agrees that:

(a)Any inspections of any property of the Borrower made by or through the Administrative Agent or any other Financing Party are for purposes of administration of the Loan Documents only, and the Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of the Borrower);

(b)The relationship between the Borrower and the Administrative Agent and the other Financing Parties is, and shall at all times remain, solely that of borrower and financing parties; neither the Administrative Agent nor any other Financing Party shall under any circumstance be construed to be partners or joint venturers of any Loan Party or its Affiliates; neither the Administrative Agent nor any other Financing Party shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with any Loan Party or its Affiliates, or to owe any fiduciary duty to any Loan Party or its Affiliates; neither the Administrative Agent nor the other Financing Parties undertake or assume any responsibility or duty to any Loan Party or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform any such Person of any matter in connection with the operations of such Person; each Loan Party and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Administrative Agent or any Lender in connection with such matters is solely for the protection of the Administrative Agent and each other Financing Party and neither any Loan Party nor any other Person is entitled to rely thereon.

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Section 12.9Limitation of Recourse.

There shall be full recourse to the Borrower and all of its assets and properties for the liabilities of the Borrower under this Agreement, any Notes and the other Loan Documents. Subject to clauses (i) and (iv) of the following sentence, in no event shall the Investor or any of its Affiliates (other than any Loan Party) (collectively, the “Non-Recourse Parties”), or any officer or director of the Borrower, be personally liable or obligated for such liabilities and obligations of the Borrower, except as may be specifically provided in any Loan Document to which such Non-Recourse Party is a party. Nothing herein contained shall limit or be construed to (i) release any Non-Recourse Party from liability for its fraudulent actions or misappropriation of funds by it or willful misconduct or for reimbursement of any Distribution made to it in violation of Section 9.6, or from any of its obligations or liabilities under any agreement executed by such Non-Recourse Party in its individual capacity in connection with any Loan Document, (ii) limit or impair the exercise of remedies with respect to any Collateral, (iii) limit the liability of any Person who is a party to a Loan Document with respect to such liability as may arise by reason of the terms and conditions of such Loan Document (but subject to any limitation of liability contained in such Loan Document), or (iv) require the Financing Parties to indemnify the Non-Recourse Parties for liabilities or claims that may be independently asserted against them. The provisions of this Section 12.9 shall survive the termination of this Agreement.

Section 12.10Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 12.11Survival of Representations and Warranties.

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and any Notes.

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Section 12.12Governing Law.

This Agreement shall be governed by and construed in accordance with the law of the State of New York.

Section 12.13Submission To Jurisdiction; Waiver of Jury Trial.

(a)The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, solely for purposes of any action or proceeding arising out of or relating to this Agreement (and not as a general submission to New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(b)The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section 12.13. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12.2. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(d)EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY (WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE). EACH PARTY HERETO ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Section 12.14Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 12.15Headings.

The table of contents and the headings of Articles, Sections, Exhibits and Schedules have been included herein for convenience of reference only, are not part of this Agreement, and shall not be taken into consideration in interpreting this Agreement.

Section 12.16Counterparts.

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

[Signature Pages Follow.]

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

ATLANTIC AVIATION FBO INC., as Borrower
By:	Louis Pepper
	Name:
	Title:

DEPFA BANK plc, as Administrative Agent
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

DEPFA BANK plc, as Term Loan Lender
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

DEPFA BANK plc, as Capex Loan Lender
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

DEPFA BANK plc, as Revolving Loan Lender and Issuing Bank
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

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 “A2” or higher by Moody’s.

“Accounts” means, collectively, (a) the Debt Service Reserve Account, (b) the Special Reserve Account, (c) the Loss Proceeds Account and (d) the Distribution Account.

“Actual Knowledge” means, 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 DEPFA, 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. An Affiliate shall include any manager of Macquarie Infrastructure Company Trust and any Affiliate thereof.

“Agreement” has the meaning specified in the preamble hereto.

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

“Airport Management Business” means the airport management services performed by Macquarie Aviation North America Inc. and Macquarie Aviation North America 2 Inc. under the trade name “AvPorts” at the following airports in Westchester County Airport, White Plains, NY; Albany, NY; Stewart International Airport, New Windsor, NY; New Haven, CT; Atlantic City, NJ; Republic Airport, Farmingdale, NY; and Teterboro, NJ. For the avoidance of doubt, “Airport Management Business” does not include any FBO-related services performed at any of these airports.

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“Applicable Margin” means, for each day with respect to (a) a LIBOR Loan, (i) 1.50% per annum for the period from and including the Closing Date to but excluding the fifth (5^th) anniversary of the Closing Date, and (ii) 1.625% per annum thereafter, and (b) a Base Rate Loan, (i) 0.50% per annum for the period from and including the Closing Date to but excluding the fifth (5^th) anniversary of the Closing Date, and (ii) 0.625% per annum thereafter.

“Applicable Minimum EBITDA” means, as of a Calculation Date occurring during the time periods specified below, the following EBITDA values calculated for the twelve (12) month period ending on such Calculation Date (on a pro-forma basis, as if all Subsidiaries of the Borrower and the related FBOs had been owned by the Borrower or its Subsidiaries during the entire twelve (12) month period):

During Calculation Period Ended	Applicable Minimum EBITDA (in $1,000s)
31-Dec-07		118,520
31-Mar-08		119,703
30-Jun-08		124,791
30-Sep-08		125,580
31-Dec-08		127,521
31-Mar-09		129,588
30-Jun-09		131,927
30-Sep-09		134,174
31-Dec-09		136,315
31-Mar-10		138,818
30-Jun-10		141,561
30-Sep-10		144,196
31-Dec-10		146,751
31-Mar-11		149,123
30-Jun-11		151,747
30-Sep-11		154,272
31-Dec-11		156,711
31-Mar-12		159,246
30-Jun-12		162,051
30-Sep-12		164,751
31-Dec-12		167,358
31-Mar-13		170,162
30-Jun-13		173,266
30-Sep-13		176,253
31-Dec-13		179,136
31-Mar-14		182,133
30-Jun-14		185,452
30-Sep-14		188,646
31-Dec-14		191,729

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“Applicable Percentage” means, at any time, an amount expressed as a percentage equal to a Financing Party’s Outstanding Exposure divided by the aggregate then Outstanding Exposure of all Financing Parties.

“Assignment and Assumption” means an Assignment and Assumption in the form of Exhibit H or any other form approved by the Administrative Agent.

“Available Commitment” means, as to a Lender, at any time, an amount equal to its Available Term Loan Commitment, Available Capex Loan Commitment or Available Revolving Loan Commitment.

“Available Capex Loan Commitment” means, as to any Capex Loan Lender, at any time, an amount equal to (a) such Capex Loan Lender’s Capex Loan Commitment minus (b) the aggregate principal amount of all Capex Loans made by such Capex Loan Lender prior to such time.

“Available Revolving Loan Commitment” means, as to any Revolving Loan Lender, at any time, an amount equal (a) such Revolving Loan Lender’s Revolving Loan Commitment minus (b) the aggregate principal amount of all Revolving Loans made by such Revolving Loan Lender prior to such time, minus (c) such Revolving Loan Lender’s Pro Rata Share of the aggregate outstanding Letter of Credit Usage.

“Available Term Loan Commitment” means, as to any Term Loan Lender, at any time, an amount equal to (a) such Lender’s aggregate Term Loan Commitment minus (b) the aggregate principal amount of all Term Loans made by such Term Loan Lender prior to such time.

“Backward Debt Service Coverage Ratio” means, as of each Calculation Date commencing with the Calculation Date for the first full quarter ending after the Closing 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 Closing Date.

A-3

“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 Loan” means, at any time, a Revolving Loan that is a Base Rate Loan.

“Borrower” has the meaning specified in the preamble to this Agreement.

“Borrowing” means a borrowing consisting of Term Loans, Capex Loans or Revolving Loans made by the applicable Lenders pursuant to this Agreement.

“Borrowing Request” means a Term Loan Borrowing Request, a Capex Loan Borrowing Request or a Revolving Loan Borrowing Request.

“Businesses” or “Business” means the airport services businesses or any part thereof owned and operated by the Borrower or its Subsidiaries pursuant to the FBO Leases.

“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 Closing Date.

“Calculation Period” means a period of twelve (12) months.

“Capex Loan” has the meaning specified in Section 2.2(a) of this Agreement.

“Capex Loan Borrowing” means a borrowing consisting of Capex Loans made by the Capex Loan Lenders pursuant to this Agreement.

“Capex Loan Borrowing Request” means a request by the Borrower for a Capex Loan Borrowing in accordance with Section 2.2(b) of this Agreement.

“Capex Loan Commitment” means, with respect to each Capex Loan Lender, the commitment to make Capex Loans to the Borrower pursuant to Section 2.2 of this Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Capex Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “Capex Loan Commitment” or in the Assignment and Assumption pursuant to which such Capex Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including pursuant to Section 2.8.

A-4

“Capex Loan Commitment Period” means, with respect to the Capex Loan Commitment, the period from and including the Execution Date to the earliest to occur of (a) the Capex Loan Commitment Termination Date, (b) the date on which the Available Capex Loan Commitments are reduced to zero, and (c) the date of termination of the aggregate Capex Loan Commitments.

“Capex 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 Capex 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 Capex Loan Commitment Termination Date shall be the immediately preceding Business Day.

“Capex Loan Lender” means (a) on the Execution Date, the holders of Capex Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Capex Loan Commitments after giving effect to any assignments permitted by Section 12.4 of this Agreement.

“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 minus (b) any mandatory prepayments required to be paid from Excess Cash Flow or that may otherwise be due as of such date, minus (c) any payments of interest or fees due as of such date, (d) minus any payments required to be made to the Debt Service Reserve Account from Excess Cash Flow as of such date.

“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 Lenders, 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 Lenders). 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.;

A-5

(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 Governmental Rule after the date of this Agreement, (b) any change in any Governmental Rule 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.

“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 requirements of clause (b) below are met; 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 greater of (i) 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 on or after October 15, 2007 on which the Borrowing of Term Loans occurs.

“Collateral” means all Property of the Borrower and its Subsidiaries now owned or hereafter acquired, except for (i) Property directly related to the Maintenance Services Business during the Maintenance Services Disposition Period, (ii) Property directly related to the Airport Management Business and (iii) 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.

A-6

“Collateral Agency Agreement” means the Collateral Agency and Account Agreement, to be entered into as of the Closing Date among the Borrower, the Administrative Agent and the Collateral Agent substantially in the form of Exhibit I-1 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders.

“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 (a) any Term Loan Lender, the Term Loan Commitment of such Term Loan Lender, (a) any Capex Loan Lender, the Capex Loan Commitment of such Capex Loan Lender, and (c) any Revolving Loan Lender, the Revolving Loan Commitment of such Revolving Loan Lender.

“Commitment and Mandate Letter” means the Commitment and Mandate Letter dated as of August 28, 2007 by and between the DEPFA and MIC.

“Commitment Period” means, with respect to (a) the Term Loan Commitments, the Term Loan Commitment Period; (b) the Capex Loan Commitments, the Capex Loan Commitment Period; and (c) with respect to the Revolving Loan Commitments, the Revolving Loan Commitment Period.

“Concentration Account” means account no. 200000339-7925 held by the Borrower in its name atWachovia Bank, N.A.

“Contracts” has the meaning specified in Section 5.21 of this Agreement.

“Contractual Obligation” of any Person means, any indenture, note, lease, loan agreement, security, deed of trust, mortgage, security agreement, guaranty, instrument, contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or any of its Property is bound.

“Contribution Agreement” means the Indemnity, Subrogation and Contribution Agreement, to be entered into as of the Closing Date by and among the Borrower, the Subsidiaries of the Borrower party thereto, and the Administrative Agent substantially in the form of Exhibit I-5 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders.

“Control Agreement” has the meaning specified in Section 9.2 of this Agreement.

“Debt Service Coverage Ratio” means, without duplication, for any Calculation Period the ratio of (a) actual or estimated Net Cash Flow for such Calculation Period to (b) the sum of all actual or estimated 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).

A-7

“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 three (3) 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.

“DEPFA” means DEPFA BANK plc.

“Disbursement Date” means the Closing 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.

“Distribution Conditions” has the meaning specified in Section 9.6 of this Agreement.

“Distributions” means dividends (in cash, Property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of Equity Securities 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 (a) dividends payable solely in shares of common stock of any such Loan Party and (b), with respect to payments from the Borrower to the Equity Investor or to MIC, MIC Cost Reimbursement Payments.

“Dollars” or the sign “$” means United States dollars or other lawful currency of the United States.

“Drawing” means any drawing made by a beneficiary under any Letter of Credit.

“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 Borrower and its Subsidiaries 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) expenses allocated to the Borrower by MIC, (e) accruals and payments to employees of the Borrower and its Subsidiaries under any employee phantom stock ownership plan, (f) all non-recurring costs, fees and expenses relating to acquisitions or dispositions of FBO businesses or refinancings of Indebtedness completed by the Borrower or its Subsidiaries, (g) costs incurred in the integration of acquired FBO Businesses, but only to the extent such costs have been funded by equity contributions, and (h) amounts paid by Supermarine Companies as management fees to American Airport Corporation, in each case 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 the Borrower or its Subsidiaries 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 the Borrower or its Subsidiaries, as applicable, were Loan Parties or Subsidiaries during such period.

A-8

“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 (a) 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 (b) 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.

“Environmental Consultant” means Weston Solutions, Inc., 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.

A-9

“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 (a) after the Closing Date, any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the IRC or, solely for purposes of Section 302 of ERISA and Section 412 of the IRC, is treated as a single employer under Section 414 of the IRC, and (ii) prior to the Closing Date, the Borrower and its Subsidiaries.

“Event of Default” means any of the events specified in Section 8.1 of this Agreement.

“Event of Loss” means (a) any loss or destruction of, damage to or casualty relating to all or any part of the Property of the Borrower or 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 Account during such period.

A-10

“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.

“Execution Date” means the date of signing and effectiveness of this Agreement pursuant to Section 4.3.

“Existing Hedges” means all Hedging Agreements that have been entered into by any of the Borrower, Mercury and SJJC in connection with the Indebtedness being refinanced by the Term Loans and that are in place immediately prior to the disbursement of Term Loans on the Closing Date.

“Existing MBL Hedges” means the Hedging Agreements set forth on Schedule A-3, as the same may be amended, restated, novated or otherwise modified.

“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 (or expansion of existing) hangar, terminal, parking areas, aircraft ramp or fuel farm facilities on the FBO locations, or other major new facilities, including capital expenditures required to be undertaken under any of the FBO Leases or the Heliport Contract.

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“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, Schedule A-1 lists all FBO Leases existing as of the Closing Date, except for FBO Leases that solely relate to Immaterial FBOs.

“Federal Funds Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for such next succeeding Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Statements” means, with respect to any accounting period for any Person, consolidated 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.

“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, as of 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.

“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.

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“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, (a) 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, (b) to purchase property, securities or services for the purposes of assuring the owner of such Indebtedness of the payment of such Indebtedness, (c) 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, (d) 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 (e) 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.

“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.

“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 Bank Joinder Agreement” means a Hedging Bank Joinder Agreement among the Borrower, a Permitted Hedging Bank and the Administrative Agent, substantially in the form of Exhibit J hereto.

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“Hedging Banks” means any Permitted Hedging Bank which has become a party to this Agreement pursuant to a Hedging Bank Joinder Agreement.

“Hedging Obligations” means, collectively, the payment of (a) all scheduled amounts payable to a Hedging Bank by the Borrower, as the fixed-rate payor, under any Hedging Agreement (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 Bank as floating-rate payor, and (b) all other indebtedness, fees, indemnities and other amounts payable by the Borrower to the Hedging Banks under the Hedging Agreements; provided that Hedging Obligations shall not include Hedging Termination Obligations.

“Hedging Termination Obligations” means the aggregate amount of (a) amounts payable to a Hedging Bank 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 Bank, as floating-rate payor thereunder, plus (b) any penalty payments or other payments in the form of unwind fees payable in connection with an early unwind.

“Hedging Transaction” means any interest rate protection agreement, interest rate swap transaction, interest rate “cap” or “collar” transaction, interest rate future, interest rate option or hedging transaction.

“Heliport Contract” means the Operations Agreement, dated October 17, 1997, between the City of New York Economic Development Corporation and American Port Services, Inc., as amended.

“Immaterial FBOs” means the FBO at Atlanta Hartsfield International Airport and any FBO whose Proportional EBITDA Contribution, as of the date of determination, is less than 0.5%.

“Incremental Term Loans” means Term Loans disbursed under an Incremental Term Loan Facility.

“Indebtedness” of any Person means (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, (d) 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), (e) all Capital Leases of such Person, (f) all obligations, contingent or otherwise, of such Person under acceptances issued or created for the account of such Person, (g) 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, (h) all obligations of such Person, other than trade payables incurred in the ordinary course of business, upon which interest charges are customarily paid, (i) the undrawn face amount of, and unpaid reimbursement obligations in respect of, all letters of credit issued for the account of such Person, (j) all Guarantee Obligations of such Person in respect of obligations of other Persons of the types referred to in clauses (a) through (i) above; and (k) all Indebtedness of the type referred to in clauses (a) through (j) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent such Indebtedness is expressly non-recourse to such Person.

A-14

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 12.3(b) of this Agreement.

“Information” has the meaning specified in Section 12.5 of this Agreement.

“Insurance Consultant” means Moore-McNeil, LLC, or any other firm reasonably acceptable to the Borrower as the Administrative Agent shall designate.

“Intellectual Property Security Agreement” means the Grant of Security Interest in Service Marks made as of the Closing by Executive Air Support, Inc. to the Collateral Agent.

“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), of all interest, fees, charges and related expenses payable during such period to any Person in connection with Indebtedness or the deferred purchase price of assets that is treated as interest in accordance with GAAP, including 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 (a) with respect to any LIBOR Loan, the last day of each Interest Period applicable to such Loan; provided that with respect to LIBOR 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 (b) with respect to any Base Rate Loan, the last day of each March, June, September and December.

“Interest Period” means, with respect to each LIBOR Loan, (a) initially as specified in Sections 2.5(b) or (d), as applicable, 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 2.5 of this Agreement; provided that:

(i)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;

A-15

(ii)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

(iii)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.

“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 (j) 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 DEPFA, in its capacity as issuing bank pursuant to this Agreement, 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.

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“Leases” has the meaning specified in Section 5.8(a) of 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 2.14 of this Agreement.

“Letter of Credit Expiration Date” means the day that is one (1) Business Day prior to the Maturity Date.

“Letter of Credit Facility” means the facility made available for the benefit of the Borrower or any Subsidiary of the Borrower under Section 2.14 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 aggregate Revolving Loan Commitments of all Revolving Loan Lenders. 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 not 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 Calculation Period ending on such date; provided that, with respect to FBOs that are proposed to be acquired with proceeds of an Incremental Term Loan Facility, such ratio shall be based on the aggregate amount of the requested Incremental Term Loans and EBITDA for the FBOs proposed to be acquired.

“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

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(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

(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 Loan” means, at any time, a Revolving Loan that is a LIBOR Loan.

“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 Documents” means this Agreement, any Notes, the Subsidiary Guaranty and any joinder agreements with respect thereto, the Security Documents and any joinder agreements with respect thereto, each Letter of Credit, each Hedging Agreement entered into between the Borrower and a Hedging Bank for a Hedging Transaction in accordance with Section 6.12 of this Agreement, each Hedging Bank Joinder 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 Execution Date.

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“Loan Parties” means, collectively, the Borrower, the Investor and the Guarantors (severally, a “Loan Party”).

“Loans” mean, collectively, the Term Loans, the Capex Loans and the Revolving Loans, and “Loan” means any of them.

“Lock-up Event” means the failure to achieve the Applicable Minimum EBITDA as of any Calculation Date.

“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.

“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.

“Maintenance Services Businesses” has the meaning specified in Section 6.20 of this Agreement.

“Maintenance Services Businesses Disposition Period” has the meaning specified in Section 6.20 of this Agreement.

“Mandated Lead Arrangers” means DEPFA, in its capacity as the mandated lead arranger pursuant to the Commitment and Mandate Letter, and any other financial institutions which the Borrower and DEPFA decide should be considered a mandated lead arranger.

“Mandatory Debt Service” means, for any Calculation Period, the sum of the following amounts payable during such period: (a) all interest on the Loans, (b) 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 Closing 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 Closing 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 Closing 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;

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(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.

“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 and the other Financing Parties (acting through the Administrative Agent or the Collateral Agent) 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 Collateral Agent’s or any other Secured Party’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-2, including each of the FBO Leases and the Heliport Contract, but excluding any agreements or contracts relating solely to (x) Immaterial FBOs or (y) the Airport Management Business.

“Material Documents” has the meaning specified in Section 7.11 of this Agreement.

“Material Leases” means all oral or written leases, including the FBO Leases, subleases, licenses, concession agreements or other use or occupancy agreements pursuant to which the Borrower and its Subsidiaries lease to or from any other party any real property, including all renewals, extensions, modifications or supplements to any of the foregoing or substitutions for any of the foregoing, but excluding any of the foregoing that relate solely to Immaterial FBOs.

“Material Loss” means any Event of Loss the Restoration of which is reasonably estimated by the Borrower to cost more than $500,000.

“Material Project Account” has the meaning specified in Section 9.2 of this Agreement.

“Maturity Date” means the date that is seven (7) years after the Closing Date; provided that if such date is a day other than a Business Day, the Maturity Date shall be the immediately preceding Business Day.

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“Maximum Incremental Facility Leverage Ratio,” with respect to any calendar year, means the projected Leverage Ratio set forth below opposite such calendar year:

Year	Maximum Incremental Facility Leverage Ratio
2008		6.0x
2009		5.6x
2010		5.2x
2011		4.9x
2012		4.5x
2013		4.0x
2014		3.2x
2015		2.5x
2016		1.9x

“Maximum Leverage Ratio,” with respect to any calendar year, means the Leverage Ratio set forth below opposite such calendar year:

Year	Maximum Leverage Ratio
2007:		8.0x
2008:		7.75x
2009:		7.25x
2010:		7.0x
2011:		6.5x
2012:		6.0x
2013:		5.5x
2014:		5.0x

“Maximum Rate” has the meaning specified in Section 12.6 of this Agreement.

“Maximum Release Percentage” means 5%.

“Mercury” has the meaning specified in Recital A of this Agreement.

“Mercury Preferred Shares Acquisition” means the acquisition by the Borrower of the preferred Equity Securities of Mercury pursuant to the Ricci Option Agreement.

“MIC” means Macquarie Infrastructure Company Inc., a Delaware corporation.

“MIC Cost Reimbursement Payments” means any payments from the Borrower to the Equity Investor or to MIC for the repayment in whole or in part of costs allocated to the Borrower and its Subsidiaries by MIC.

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“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.

“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, but excluding (x) any sale permitted by paragraphs (a), (b), (c) or (d) of Section 7.3 of this Agreement and (y) the sale of any part of the Maintenance Services Businesses during the Maintenance Services Businesses Disposition Period or the sale of the Airport Management Business, 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 non-recurring fees and expenses relating to the integration of businesses resulting from the acquisition of FBO businesses by the Borrower or its Subsidiaries, 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.

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“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 6.20, 7.4 or 7.5 of this Agreement; (iv) the issuance of Equity Securities by the Borrower to the Investor; or (v) any issuance or sale of Equity Securities in connection with the disposition of Maintenance Services Businesses during the Maintenance Services Businesses Disposition Period.

“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 airports listed on Schedule A-4 hereto as the same may be modified following the Execution Date to correctly reflect the 10 FBOs with the highest Proportional EBITDA Contribution as of the date of such modification.

“Non-Recourse Parties” has the meaning specified in Section 12.9 of this Agreement.

“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 D 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 2.3(c) of this Agreement, substantially in the form of Exhibit C-2 to this Agreement.

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“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 (a) all principal, interest, and fees, (b) all Hedging Obligations and Hedging Termination Obligations due to the Hedging Banks under the Hedging Agreements, (c) 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 (d) all amounts required to be paid under any indemnification, cost reimbursement or similar provision.

“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 in accordance with GAAP) 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 7.1(d) of this Agreement or funded by equity contributions made by the Investor, (b) all non-recurring fees and expenses, funded with funds transferred from the Distribution Account, financed by Indebtedness permitted in accordance with Section 7.1(d) of this Agreement or funded by equity contributions made by the Investor or incurred prior to Borrower’s ownership, relating to the integration of businesses resulting from the acquisition of FBO businesses by the Borrower or its Subsidiaries, 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 and Hedging Obligations paid (whether or not constituting Mandatory Debt Service), (e) Investments, (f) Distributions, (g) MIC Cost Reimbursement Payments, (h) 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 (i) 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 on a consolidated basis for the twelve-month period preceding the date of determination shall be included in such calculation without regard to whether any of the Borrower or its Subsidiaries, as the case may be, was a Loan Party or Subsidiary 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 in accordance with GAAP) during such period; provided that Operating Revenues shall not include (a) Net Condemnation Proceeds, (b) Net Debt Proceeds (including proceeds of the Loans), (c) Net Equity Proceeds (without regard to the proviso to the definition thereof), and (d)  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 on a consolidated basis for the twelve-month period preceding the date of determination shall be included in such calculation without regard to whether any of the Borrower or its Subsidiaries, as the case may be, was a Loan Party or Subsidiary 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.

“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 in accordance with this Agreement or the commencement of any Bankruptcy Proceeding by or against the Borrower, (i) all 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.

“Participant” has the meaning specified in Section 12.4(c) of this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permitted Contest Provisions” has the meaning specified in Section 6.6 of this Agreement.

“Permitted Hedging Banks” means, with respect to the Existing MBL Hedges, Macquarie Bank Limited, and otherwise DEPFA or one of its Affiliates or, at the request of DEPFA, one or more of the Lenders or their Affiliates and their respective successors and assigns, as counterparty under any Hedging Agreements entered into pursuant to Section 4.1(d) and Article XI of this Agreement.

“Permitted Indebtedness” has the meaning given to that term in Section 7.1 of this Agreement.

“Permitted Investments” means (a) marketable direct obligations of the United States of America; (b) marketable obligations directly and fully guaranteed as to interest and principal by the United States of America; (c) demand deposits with the Collateral Agent, and time deposits, certificates of deposit and banker’s acceptances issued by (i) 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 (ii) 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; (d) commercial paper or tax-exempt obligations given the highest rating by S&P and Moody’s; (e) obligations of the Collateral Agent meeting the requirements of clause (c) above or any other bank meeting the requirements of clause (c) above, in respect of the repurchase of obligations of the type as described in clauses (a) and (b) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clauses (a) and (b) 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; (f) 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 (i) 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 (ii) the Collateral Agent charges and collects fees and expenses for services rendered pursuant to the Collateral Agency Agreement; and (g) eurodollar certificates of deposit issued by the Collateral Agent meeting the requirements of clause (c) above or any other bank meeting the requirements of clause (c) 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 (c) 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.

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“Permitted Liens” has the meaning given to that term in Section 6.7.2 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 F 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).

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“Person” means any individual, corporation, cooperative, partnership, joint venture, association, joint-stock company, limited liability company, other entity, trust, unincorporated organization or Governmental Authority or other entity of whatever nature.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the IRC or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreements” means, collectively, (a) the share pledge agreement to be executed as of the Closing Date by the Investor in favor of the Collateral Agent substantially in the form of Exhibit I-7 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders, granting a first-priority security interest in all Equity Securities of the Borrower, (b)  each pledge agreement to be executed by the Borrower or any Subsidiary of the Borrower as of the Closing Date in favor of the Collateral Agent granting a security interest in the Equity Securities of all Subsidiaries of the Borrower other than those where the applicable FBO Lease prohibits the granting of such a security interest without the consent of the applicable Airport Authority, in each case substantially in the form of Exhibit I-6, I-7 or I-8 and otherwise in form and substance reasonably acceptable to the Required Lenders, (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 6.11 or Section 6.19 of this Agreement.

“Prime Rate” means the rate of interest per annum published from time to time in the Wall Street Journal as the “prime rate.”

“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, (a) 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, (b) 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 (c) 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).

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“Project Accounts” has the meaning set forth in Section 5.26.

“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 an FBO as of any date of determination, a percentage equal to the higher of (i) the projected EBITDA of such FBO set forth in the Base Case Projections for the fiscal year following such date divided by the aggregate projected EBITDA of all FBOs set forth in the Base Case Projections for such fiscal year; and (ii) the EBITDA of such FBO for the fiscal year immediately preceding such date, divided by the aggregate EBITDA of all FBOs for such fiscal year.

“Pro Rata Share” means, with respect to each Term Loan Lender, Capex Loan Lender or Revolving Loan Lender, as applicable, at any time, a fraction (expressed as a percentage), the numerator of which is the amount of the Available Term Loan Commitment, Available Capex Loan Commitment or Available Revolving Loan Commitment of such Lender at such time, and the denominator of which is the amount of the aggregate Available Term Loan Commitments of all Term Loan Lenders, the aggregate Available Capex Loan Commitments of all Capex Loan Lenders, or the aggregate Available Revolving Loan Commitments of all Revolving Loan Lenders, as applicable, at such time. The initial Pro Rata Shares of each Lender are set forth opposite the name of such Lender on Schedule 2.1 to this Agreement or in the Assignment and Assumption pursuant to which such Lender becomes a party to this Agreement, as applicable.

“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 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 Closing 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.

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“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.

“Register” has the meaning specified in Section 12.4(b) 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.

“Relevant Sale” has the meaning specified in Section 2.9(c)(i) of this Agreement.

“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, (a) 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 (b) when used with respect to the Collateral Agent, any officer within the corporate trust department of the Collateral Agent, including any vice president, assistant vice president, treasurer, assistant treasurer, trust officer or any other officer of the Collateral Agent who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Collateral Agency Agreement. Any document or certificate hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or other applicable Person.

“Restoration” means, in the case of any Event of Loss, the restoration, repair, replacement or rebuilding of the affected Property subject to the Event of Loss, as nearly as practicable to its value, condition and character immediately prior to such Event of Loss, with such alterations and additions as may be made by the applicable Loan Party, pursuant to and subject to any restoration plan approved by the Administrative Agent in the case of any Material Loss.

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“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, 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 12.1 of this Agreement (unless the Revolving Loan Lenders approve any such amendment, waiver or consent in writing); provided that (a) 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 Lenders have given notice of the exercise of their rights under Section 8.2(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 (b) any other event or circumstance shall not constitute a Revolver Event of Default unless the Revolving Loan Lenders have 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 Lenders 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 Lenders shall constitute such notice, the term of any such provision to the contrary notwithstanding.

“Revolving Loan” has the meaning specified in Section 2.3(a) of this Agreement.

“Revolving Loan Borrowing” means a borrowing consisting of Revolving Loans made by the Revolving Loan Lenders pursuant to this Agreement.

“Revolving Loan Borrowing Request” means a request by the Borrower for a Revolving Loan Borrowing in accordance with Section 2.3 of this Agreement.

“Revolving Loan Commitment” means, with respect to each Revolving Loan Lender, the commitment to make Revolving Loans to the Borrower pursuant to Section 2.3 of this Agreement (and thereafter to make additional Revolving Loans to reimburse Drawings under Letters of Credit pursuant to Section  2.14 of this Agreement), in an aggregate principal amount at any one time outstanding (which amount shall be inclusive of such Revolving Loan Lender’s Pro Rata Share of the Letter of Credit Sublimit) not to exceed the amount set forth opposite such Revolving Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “Revolving Loan Commitment” or in the Assignment and Assumption pursuant to which such Revolving Loan Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including pursuant to Section 2.8.

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“Revolving Loan Commitment Period” means, with respect to the Revolving Loan Commitment, the period from and including the Execution 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 Lenders” means (a) on the Execution Date, the holders of Revolving Loan Commitments as set forth on Schedule 2.1 attached to this Agreement, and (b) thereafter, the Lenders from time to time holding Revolving Loan Commitments after giving effect to any assignments permitted by Section 12.4 of this Agreement.

“Ricci Option Agreement” means the Stock Option Agreement dated as of August 9, 2007 by and between Mr. Kenneth C. Ricci and MIC, as amended.

“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, to be entered into as of the Closing Date between the Borrower and the Collateral Agent for the benefit of the Secured Parties substantially in the form of Exhibit I-2 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders, as well as each security agreement delivered in accordance with Section 6.11 of this Agreement.

“Security Documents” means the Collateral Agency Agreement, the Security Agreement, the Subsidiary Security Agreement, together with any joinders thereto, the Pledge Agreements, the Subsidiary Guaranty and the Contribution Agreement, together with any joinders thereto, the Intellectual Property Security Agreements, 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, 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 Securities 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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“SJJC” has the meaning specified in Recital A to this Agreement.

“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 Distribution” means the one-time equity distribution by the Borrower to the Investor on the Closing Date from the proceeds of the Term Loans.

“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 the Subsidiary Guaranty to be executed as of the Closing Date by each Subsidiary of the Borrower other than ACM Aviation, LLC in favor of the Secured Parties substantially in the form of Exhibit I-3 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders.

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“Subsidiary Security Agreement” means the Subsidiary Security Agreement to be entered into as of the Closing Date by and among each Subsidiary of the Borrower other than ACM Aviation, LLC and the Collateral Agent on behalf of the Secured Parties substantially in the form of Exhibit I-5 hereto and otherwise in form and substance reasonably acceptable to the Required Lenders.

“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.

“Term Loan” has the meaning specified in Section 2.1(a) of this Agreement.

“Term Loan Borrowing” means a borrowing 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 commitment of such Term Loan Lender to make Term Loans to the Borrower pursuant to Section 2.1 of this Agreement, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.1 attached to this Agreement under the heading “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, including pursuant to Section 2.8.

“Term Loan Commitment Period” means, with respect to the Term Loan Commitments, the period from and including the Execution Date to the earliest to occur of (a) December 31, 2007, (b) the date of the second Borrowing of Term Loans pursuant to Section 2.1 and (c) the date of termination of the aggregate Term Loan Commitments.

“Term Loan Lender” means (a) on the Execution 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 12.4 of this Agreement.

“Total Funded Debt” means, as of any date of determination, with respect to the Borrower and its Subsidiaries on a consolidated basis, the outstanding principal owed by the Borrower under 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.

A-33

“Uniform Commercial Code” or “UCC” means the New York Uniform Commercial Code, as in effect from time to time.

Rules of Interpretation

1.Definitions of terms shall apply equally to the singular and plural forms of the terms defined.

2.The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

3.The word “will” shall be construed to have the same meaning and effect as the word “shall”.

4.A reference to a Legal Requirement includes any amendment or modification to such Legal Requirement, and all regulations, rulings and other Legal Requirement promulgated under such Legal Requirement.

5.A reference to a Person shall be construed to include its successors and assigns.

6.Except as otherwise expressly specified, all accounting terms have the meanings assigned to them by GAAP, as in effect from time to time.

7.A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.

8.Any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents).

9.The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

10.References to “days” means calendar days, unless the term “Business Days” shall be used. A reference 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.

A-34

Execution Version

AMENDMENT NUMBER ONE

TO LOAN AGREEMENT

This AMENDMENT NUMBER ONE TO LOAN AGREEMENT (this “Agreement”), dated as of October 15, 2007, among ATLANTIC AVIATION FBO INC., a Delaware corporation (the ”Borrower”); the several banks and other financial institutions signatories hereto; and DEPFA BANK plc, as Administrative Agent (in such capacity, the “Administrative Agent”).

RECITALS

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

B.The Borrower and the Lenders have agreed to amend the definition of “Applicable Margin” as set forth herein.

NOW THEREFORE, the parties hereto hereby agree as follows:

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

Section 2. Amendment to Loan Agreement.

The definition of “Applicable Margin” in Appendix A to the Loan Agreement is hereby deleted and replaced in its entirety with the following:

“Applicable Margin” means, for each day with respect to (a) a LIBOR Loan, (i) 1.60% per annum for the period from and including the Closing Date to but excluding the fifth (5^th) anniversary of the Closing Date, and (ii) 1.725% per annum thereafter, and (b) a Base Rate Loan, (i) 0.60% per annum for the period from and including the Closing Date to but excluding the fifth (5^th) anniversary of the Closing Date, and (ii) 0.725% per annum thereafter.”

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

Section 4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 5. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6. Headings. The headings in this Agreement have been included herein for convenience of reference only, are not part of this Agreement, and shall not be taken into consideration in interpreting this Agreement.

Section 7. Entire Agreement. This Agreement comprises the complete and integrated agreement of the parties hereto on the subject matter hereof and supersedes all prior agreements, written or oral, on such subject matter.

Section 8. Counterparts. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be maintained by the Borrower and the Administrative Agent.

[Signature pages follow.]

2

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

ATLANTIC AVIATION FBO INC., as Borrower
By:	/s/ Peter Stokes
	Name:
	Title:

AMENDMENT NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Administrative Agent
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

AMENDMENT NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Term Loan Lender
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

AMENDMENT NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Capex Loan Lender
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

AMENDMENT NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Revolving Loan Lender and Issuing Bank
By:	/s/ Maria Kang
	Name:Maria Kang
	Title:Director

By:	/s/ Ruth McMorrow
	Name:Ruth McMorrow
	Title:Managing Director

AMENDMENT NO. 1 TO ATLANTIC AVIATION LOAN AGREEMENT

AMENDMENT NUMBER TWO

TO LOAN AGREEMENT

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

RECITALS

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

B.The parties hereto wish to make certain non-substantive corrections to the originally-executed Loan Agreement as set forth herein.

NOW THEREFORE, the parties hereto hereby agree as follows:

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

Section 2. Amendments to Loan Agreement.

The Loan Agreement is hereby amended as follows:

(a) Amendment to Table of Contents. The reference to “Appendix B - Form of Incremental Term Loan Facility Annex” is hereby deleted from the Table of Contents.

(b) Amendment to Section 7.1(a). Section 7.1(a) is amended by deleting the words “, including under any Incremental Term Loan Facility” at the end thereof.

(c) Amendments to Appendix A.

(i) The definition of “Immaterial FBOs” is hereby deleted and replaced in its entirety with the following:

“Immaterial FBOs” means (a) the FBO at Atlanta Hartsfield International Airport until the effective date of any long-term FBO Lease the Borrower or one of its Subsidiaries may enter into with respect to such FBO, and (b) any FBO whose Proportional EBITDA Contribution, as of the date of determination, is less than 0.5%.

(ii) The definition of “Incremental Term Loans” is hereby deleted in its entirety.

(iii) The definition of “Leverage Ratio” is hereby amended by deleting the words “provided that, with respect to FBOs that are proposed to be acquired with proceeds of an Incremental Term Loan Facility, such ratio shall be based on the aggregate amount of the requested Incremental Term Loans and EBITDA for the FBOs proposed to be acquired” at the end thereof.

(iv) The definition of “Maximum Incremental Facility Leverage Ratio” is hereby deleted in its entirety.

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

Section 4. Effectiveness. This Agreement shall become effective on the date on which the Administrative Agent shall have received duly executed counterparts of this Agreement (which may be by telecopy) from each of the Borrower and the Required Lenders and an acknowledgement thereof duly executed by the Administrative Agent.

Section 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7. Headings. The headings in this Agreement have been included herein for convenience of reference only, are not part of this Agreement, and shall not be taken into consideration in interpreting this Agreement.

Section 8. Entire Agreement. This Agreement comprises the complete and integrated agreement of the parties hereto on the subject matter hereof and supersedes all prior agreements, written or oral, on such subject matter.

Section 9. Counterparts. This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be maintained by the Borrower and the Administrative Agent.

[Signature pages follow.]

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

ATLANTIC AVIATION FBO INC., as Borrower
By:	/s/ Peter Stokes
Name:	Peter Stokes
Title:	President

AMENDMENT NO. 2 TO ATLANTIC AVIATION LOAN AGREEMENT

Acknowledged by: DEPFA BANK plc, as Administrative Agent
By:	/s/ Maria Kang
Name:	Maria Kang
Title:	Director
By:	/s/ Ruth McMorrow
Name:	Ruth McMorrow
Title:	Managing Director

AMENDMENT NO. 2 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Term Loan Lender
By:	/s/ Maria Kang
Name:	Maria Kang
Title:	Director
By:	/s/ Ruth McMorrow
Name:	Ruth McMorrow
Title:	Managing Director

AMENDMENT NO. 2 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Capex Loan Lender
By:	/s/ Maria Kang
Name:	Maria Kang
Title:	Director
By:	/s/ Ruth McMorrow
Name:	Ruth McMorrow
Title:	Managing Director

AMENDMENT NO. 2 TO ATLANTIC AVIATION LOAN AGREEMENT

DEPFA BANK plc, as Revolving Loan Lender and Issuing Bank
By:	/s/ Maria Kang
Name:	Maria Kang
Title:	Director
By:	/s/ Ruth McMorrow
Name:	Ruth McMorrow
Title:	Managing Director

AMENDMENT NO. 2 TO ATLANTIC AVIATION LOAN AGREEMENT

EX-10.3

AMENDMENT NO. 1 TO THE PETROLEUM FEEDSTOCK AGREEMENT

THIS AMENDMENT NO. 1 is made as of October 24, 2007 (“Amendment”) to the Petroleum Feedstock Agreement, dated as of October 31, 1997 (“Agreement”), by and between Tesoro Hawaii Corporation fka BHP Petroleum Americas Refining Inc. (“Tesoro”) and The Gas Company, LLC fka Citizens Utilities Company dba The Gas Company (“TGC”).

RECITALS

Whereas, BHP Petroleum Americas Refining Inc. and Citizens Utilities Company nka Citizens Communications Company (“Citizens”), entered into the Agreement; and

Whereas, on or about June 1, 1998, Tesoro Petroleum Corporation purchased the stock of BHP Petroleum Americas Refining Inc., and thereafter changed the name of BHP Petroleum Americas Refining Inc. to Tesoro Hawaii Corporation; and

Whereas, on or about August 8, 2003, Citizens sold substantially all of its assets, including but not limited to it's rights and obligations under the Agreement, used in the The Gas Company division of Citizens, to TGC; and

Whereas, on July 27, 2007, Tesoro provided written notice to TGC of the cancellation of the automatic extension of the Agreement for another ten-year term after October 31, 2007; and

Whereas, Tesoro and TGC now desire to amend the Agreement in order to extend the initial term through January 31, 2008, and, unless notified otherwise, to automatically continue thereafter for two additional three month periods through July 31, 2008, in order to have adequate time and opportunity to negotiate new and mutually acceptable contract terms for the supply of feedstock for TGC's synthetic natural gas plant;

THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the parties agree to amend the Agreement as set forth below:

AMENDMENT

1. Section 1. Term is hereby amended to read as follows:

“The term of this Agreement shall commence on October 31, 1997 (the “Closing Date”) and shall terminate on January 31, 2008 (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall renew automatically for two successive three (3) month periods (“Renewal Period”), with the first Renewal Period ending on April 30, 2008, and with the second Renewal Period ending on July 31, 2008, unless either party gives written notice to the other party of its intent to terminate this Agreement at least thirty (30) days prior to the expiration of any Renewal Period. The parties shall be subject to all of the terms and conditions during each Renewal Period that are set forth in the Agreement.”

1

Except as expressly amended in this Amendment No. 1, the provisions of the Agreement shall remain in full force and effect, and exactly as written.

This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

TESORO HAWAII CORPORATION	THE GAS COMPANY, LLC
By	By
Its: Daniel J. Porter    Senior Vice President, Supply   and Optimization	Name: Thomas A. Wellman Title: Interim President & CEO

2

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a)

I, Peter Stokes, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Macquarie Infrastructure Company 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: November 7, 2007

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

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 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: November 7, 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 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: November 7, 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 LLC (the “Company”) on Form 10-Q for the quarterly period ended September 30, 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 Company.

/s/ Peter Stokes

Peter Stokes

Chief Executive Officer

November 7, 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 LLC (the “Company”) on Form 10-Q for the quarterly period ended September 30, 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 Company.

/s/ Francis T. Joyce

Francis T. Joyce

Chief Financial Officer

November 7, 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-99.1

Exhibit 99.1

CONSOLIDATED FINANCIAL STATEMENTS OF SJJC AVIATION SERVICES, LLC AND SUBSIDIARIES

Contents

Consolidated Financial Statements
Consolidated statements of income	1
Consolidated balance sheet	2-3
Consolidated statements of cash flows	4
Notes to consolidated financial statements	5-12

SJJC Aviation Services, LLC

and Subsidiaries

Consolidated Statements of Income

	Six-Month Period Ended
	June 30, 2007			June 30, 2006
	(Unaudited)			(Unaudited)
Revenue (Note 9):
Fuel sales	$	17,259,550		$	18,662,749
Aircraft charter		7,398,127			7,559,533
Aircraft maintenance and cleaning		7,233,908			2,236,250
Aircraft management		746,600			681,200
Airline service		1,280,464			1,336,766
Hangar rental and ramp fees		4,165,146			3,611,019
Office rental		770,657			783,846
Other		448,237			307,820
		39,302,689			35,179,183
Cost of goods sold (Notes 2 and 10)		24,158,762			20,808,661
Gross profit		15,143,927			14,370,522
Operating expenses:
Salaries and employee benefits		5,460,367			5,356,611
Administrative expenses		1,795,112			1,602,704
Depreciation and amortization		1,038,513			914,705
Rent and property tax expense		1,214,804			1,157,555
Occupancy expenses		622,518			741,614
Truck and equipment expenses		334,599			296,016
		10,465,913			10,069,205
Operating income		4,678,014			4,301,317
Interest expense		(234,067	)		(225,018	)
Interest income		54,639			42,920
Income before income taxes		4,498,586			4,119,219
State taxes as reported		(41,333	)		(7,172	)
Net income as reported	$	4,457,253		$	4,112,047
Income before income taxes as reported	$	4,498,586		$	4,119,219
Proforma income taxes		(1,799,000	)		(1,648,000	)
Proforma net income after taxes	$	2,699,586		$	2,471,219

See Notes to Consolidated Financial Statements.

1

SJJC Aviation Services, LLC

and Subsidiaries

Consolidated Balance Sheet

June 30, 2007

Assets (Note 2)	(Unaudited)
Current Assets:
Cash	$	1,508,251
Accounts receivable, less allowance for doubtful
accounts 2007 $21,844; 2006 $20,000 (Note 9)		11,853,415
Inventories		445,879
Prepaid expenses and deposits		907,489
Total current assets		14,715,034
Property and Equipment:
Buildings, tenant improvements and fuel facility		24,542,925
Vehicles		5,070,226
Equipment		2,387,536
Construction in progress		753,977
		32,754,664
Less accumulated depreciation		14,592,279
		18,162,385
Notes Receivable		630,582
Other Assets:
Goodwill		5,930,973
Intangible asset, FAA charter certificate		916,667
Intangible asset, airport ground lease		4,290,000
Interest rate swap (Note 3)		24,100
		11,161,740
Total assets	$	44,669,741

See Notes to Consolidated Financial Statements.

2

SJJC Aviation Services, LLC

and Subsidiaries

Consolidated Balance Sheet - (continued)

June 30, 2007

Liabilities and Members' Equity	(Unaudited)
Current Liabilities:
Notes payable (Note 2)	$	865,138
Current maturities of long-term debt (Note 2)		599,008
Accounts payable (Note 10)		3,325,599
Accrued expenses		2,234,503
Income taxes payable		12,160
Deferred rents and deposits		4,829,157
Total current liabilities		11,865,565
Long-Term Debt, net of current maturities (Note 2)		7,612,732
Commitment and Contingent Liabilities (Notes 2, 4 and 5)
Members' Equity:
Members' capital		25,167,344
Accumulated other comprehensive income		24,100
		25,191,444
Total liabilities and members' equity	$	44,669,741

See Notes to Consolidated Financial Statements.

3

SJJC Aviation Services, LLC

and Subsidiaries

Consolidated Statements of Cash Flows

	Six-Month Period Ended
	June 30, 2007			June 30, 2006
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net income	$	4,457,253		$	4,112,047
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		948,514			898,038
Amortization		89,999			16,667
(Gain) loss on disposal of equipment		(61,716	)		6,885
Long-term debt forgiven		(46,508	)		(15,168	)
Long-term executive compensation		25,002			1,838
Changes in assets and liabilities:
(Increase) in accounts receivable		(1,392,736	)		(886,276	)
(Increase) decrease in inventories		(237,739	)		(73,187	)
(Increase) decrease in prepaid expenses and other assets		612,026			101,120
Increase (decrease) in accounts payable and accrued expenses		(775,112	)		112,061
Increase (decrease) in income taxes payable,
deferred rents and deposits		(674,432	)		112,894
Net cash provided by operating activities		2,944,551			4,386,919
Cash Flows from Investing Activities:
Purchase of property and equipment		(1,751,558	)		(299,199	)
Proceeds from disposal of equipment		212,148			225,678
(Advances) collection on note receivable		6,398			(293	)
Net cash (used in) investing activities		(1,533,012	)		(73,814	)
Cash Flows from Financing Activities:
Net borrowings on note payable		865,138			—
Borrowings on long-term debt		1,400,000			250,000
Principal payments on long-term debt		(200,165	)		(2,175,200	)
Distributions paid		(3,200,000	)		(1,500,000	)
Net cash (used in) financing activities		(1,135,027	)		(3,425,200	)
Increase in cash		276,512			887,905
Cash:
Beginning		1,231,739			1,148,428
Ending	$	1,508,251		$	2,036,333
Supplemental Disclosures of Cash Flow Information, cash payments for:
Interest	$	194,262		$	211,400
Income taxes		43,452			5,650
Supplemental Disclosure of Noncash Investing and
Financing Activities, change in fair value of interest rate swap		8,877			—

See Notes to Consolidated Financial Statements.

4

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

SJJC Aviation Services, LLC (the “Company”) operates two fixed base facilities catering to general aviation and corporate aircraft customers located at the San Jose International Airport, San Jose, California (Airport). The Company has the following five wholly-owned operating subsidiaries:

·   SJJC FBO Services, LLC provides flight support services, including: fueling, ramp and hangar rentals and other services.

·   Jet Center Property Services, LLC provides office space rentals and is responsible for one of the ground leases.

·   SJJC Airline Services, LLC provides fueling services to commercial airlines.

·   ACM Aviation, LLC provides flight support services, including: fueling, ramp and hanger rentals, aircraft management and other services.

·   ACM Property Services, LLC is responsible for ACM Aviation, LLC’s ground lease.

Significant accounting policies:

Basis of presentation: The condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: SJJC FBO Services, LLC, Jet Center Property Services, LLC, SJJC Airline Services, LLC, ACM Aviation, LLC and ACM Property Services, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates: The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates: The recoverability of long-term assets, valuation of goodwill and the estimated fair value of assets acquired in business acquisitions involve significant estimates made by management. These estimates are reviewed by management routinely and it is reasonably possible that circumstances that exist as of June 30, 2007 may change in the near-term future and that effect could be material to the consolidated financial statements.

5

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Accounting Policies (Continued)

Revenue recognition: Revenue from fuel sales, charter services, aircraft management maintenance and airline services is recognized at the point of sale or time of service. Hangar rent, ramp fees and office rental revenue is recognized over the term of the related agreements. Federal fuel taxes are paid to the fuel suppliers as part of cost of goods sold. California fuel taxes are collected from the customer by the Company and remitted to the state and are not included in revenue or cost of goods sold.

Accounts receivable: Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. An account receivable is considered past due if any portion of the receivable balance is outstanding for more than 60 days. A variable rate of interest is charged on past due receivable balances based on customer payment history. Administrative expenses on the accompanying consolidated statements of income for the six-month periods ended June 30, 2007 and 2006 include bad debt expense of approximately $2,000 and $2,500, respectively.

Inventories: Inventories are stated at the lower of cost or market with cost determined on the first-in, first-out method (FIFO).

Property and equipment: Property and equipment is carried at cost. Depreciation is computed on the straight-line method over the following estimated useful lives:

	Years
Buildings, tenant improvements and fuel facility	3 - 39
Vehicles	5 - 10
Equipment	3 - 10

Goodwill: The Company has adopted the provisions of FASB Statement No. 142. As a result, goodwill is not being amortized, but is tested for impairment at least annually. Management has determined there was no impairment as of June 30, 2007.

Intangible assets: The intangible assets on the accompanying consolidated balance sheets primarily relate to the rights to the ground lease held by ACM Property Services, LLC and a FAA charter certificate held by ACM Aviation, LLC, both acquired in the January 1, 2005 business combination. The charter certificate is being amortized over 30 years and the accumulated amortization totaled $83,333 as of June 30, 2007. The ground lease is being amortized over the 30-year initial term which commenced in October 2006 when access to the property was obtained. The accumulated amortization totaled $110,000 as of June 30, 2007. Amortization expense included in the consolidated statements of income was $89,999 and $16,667 for the six-month periods ended June 30, 2007 and 2006, respectively.

6

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.  Nature of Business and Significant Accounting Policies (Continued)

The following is a schedule by year of estimated amortization expenses:

Year ending December 31:
2007	$	180,000
2008		180,000
2009		180,000
2010		180,000
2011		180,000
Thereafter		4,396,666
	$	5,296,666

Advertising costs: Advertising costs, which are immaterial, are expensed as incurred.

Deferred rents and deposits: Deferred rents and deposits consist of prepaid rents and security deposits from tenants.

Interest rate swap agreement: The Company has a derivative in the form of an interest rate swap agreement as described in Note 3, which is carried at fair value. The Company has elected hedge accounting, therefore, the change in the fair value of the swap is included in accumulated other comprehensive income in the members’ equity section of the consolidated balance sheets.

Fair value of financial instruments: Financial instruments are described as cash or contractual obligations or rights to pay or to receive cash. The fair value for certain financial instruments approximates the carrying value because of the short-term maturity of these instruments which include cash, accounts receivable, accounts payable and accrued expenses. The Company’s interest rate swap liability is carried at fair value on the consolidated balance sheets. The long-term bank notes payable approximates fair value due to the interest rate being variable. The fair value of the note payable, major fuel supplier, is not determinable as the note is potentially forgivable. The fair value of the note payable, related party approximates carrying value as of June 30, 2007.

Comprehensive income: Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income is the total of net income and other comprehensive income (loss) which for the Company is comprised entirely of fair value adjustments for the interest rate swap.

Proforma net income: Proforma income taxes are calculated to reflect the effect of income taxes not otherwise payable by SJJC Aviation Services, LLC and subsidiaries which are S-corporations. The proforma income taxes are based on an effective rate of 40%.

Earnings per share: Earnings per share information for the Company is not presented since it is an LLC without membership units and this information is not meaningful to the acquiring company.

7

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 2.  Note Payable, Long-Term Debt and Pledged Assets

The Company has a bank line of credit with maximum borrowings in the amount of $2,250,000 as of June 30, 2007 with interest at the prime rate plus .5% (8.75% as of June 30, 2007) or an optional alternative floating rate based on LIBOR, collateralized by inventories and accounts receivable of the Company. A portion of this line of credit is intended for financing a stand by letter of credit issued in the amount of $1,384,862 in favor of the City of San Jose to secure obligations under the ground lease. As of June 30, 2007 there were borrowings of $865,138 on the line of credit.

The Company has the following long-term debt as of June 30, 2007:

Note payable, bank (A)	$	4,139,167
Note payable, major fuel supplier (B)		775,148
Note payable, related party (C)		1,400,000
Long-term executive incentive award plan liability (D)		523,840
Note payable, bank (E)		1,373,585
		8,211,740
Less current maturities		599,008
	$	7,612,732

(A) In accordance with a bank business loan agreement, the Company has drawn $4,139,167 on a note payable as of June 30, 2007. The note payable, which matures in October 2014, bears interest at the prime rate plus .5% (8.75% as of June 30, 2007) or at an optional alternative floating rate of LIBOR plus 2% and is due in monthly installments of $28,958. The note payable is collateralized by the Company’s leasehold interest in its operating facilities (see Note 5). The business loan agreement has various covenants, including maintaining certain levels of tangible net worth and a certain debt-to-worth ratio, and restrictions on new borrowings.

(B) Note payable, major fuel supplier, due in annual principal payments of $93,018 through October 2015, collateralized by a subordinated security interest in buildings and improvements on leased land at the airport. The required payments due, including interest at 2% over prime, under this agreement will be forgiven annually as long as the Company is a customer of the major fuel supplier and purchases a specified number of gallons of fuel per year. In May 2006, the fuel supplier advanced an additional $250,000 to the Company which was rolled into the existing note payable. The amount of principal and interest forgiven for the six-month periods ended June 30, 2007 and 2006 was approximately $89,000 and $51,000, respectively. These amounts are included as a reduction of fuel cost of goods sold on the consolidated statements of income.

(C) Note payable, unsecured, related party, due in equal annual installments over five to six years without interest. The current maturities of long-term debt include $280,000 related to this note.

8

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 2.  Note Payable, Long-Term Debt and Pledged Assets (Continued)

(D) Initial term of plan expired December 31, 2005 with amounts payable on or after April 1, 2008. When the sale of the Company occurred in August 2008, the sales price of the Company was used as the value of the Company in order to compute the payout amount under this plan. Based on the final cash sales price of the Company and the debt assumed by the buyer, the final payout of incentive compensation was approximately $4,000,000. The incremental payout associated with the sale of the Company became a liability at the closing of the sale, but was not be a liability assumed by the buying party.

(E) In accordance with a bank business loan agreement, the Company has drawn $1,400,000 on a note payable as of June 30, 2007. The note payable, which matures in February 2016, bears interest at the prime rate plus .5% (8.75% as of June 30, 2007) or at an optional alternative floating rate of LIBOR plus 2% and is due in monthly installments of approximately $17,000. The note payable is collateralized by the Company’s leasehold interest in its operating facilities (see Note 5). The business loan agreement has various covenants, including maintaining certain levels of tangible net worth and a certain debt-to-worth ratio, and restrictions on new borrowings.

Annual maturities of the long-term debt for the next five years and thereafter are as follows:

Year ending December 31:
2007	$	720,518
2008		1,219,356
2009		720,518
2010		720,518
2011		720,518
Thereafter		2,931,983
	$	7,033,411

Note 3.  Interest Rate Swap Agreement

The Company has entered into an interest rate swap agreement to reduce the impact of changes in interest rates on its variable rate long-term debt. The interest rate swap has been classified as a cash flow hedge. This agreement effectively changed the interest rate on a certain obligation from a variable rate based on LIBOR to a fixed rate of 5.64% as of June 30, 2007. The fair value of the swap, as of June 30, 2007 is an asset of $24,100. The notional amount of the swap, as of June 30, 2007, was approximately $1,531,000. The agreement matures in August 2008.

9

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 4.  Commitments and Contingencies

A 2003 airport ground lease agreement with the City of San Jose, California, with an initial term of 30 years, requires the Company to construct hangar facilities on the land within two years of obtaining access to the property. Access was obtained in October 2006. The required minimum capital investment by the Company in the facilities is approximately $12,000,000, of which approximately $2,619,000 has been expended as of June 30, 2007. In June 2007, the Company entered into a construction contract with a general contractor which is partially owned by three shareholders of the Company. The total estimated cost of completion of the project is approximately $16,700,000 with expected completion in 2008. The project will be financed with a bank loan.

On August 16, 2007, the Company sold substantially all the assets of the Company at an amount in excess of carrying value.

Note 5.  Lease Commitments

The Company leases land from the City of San Jose for its operations under lease agreements that expire in 2036 and 2038. The leases require the Company to pay all property taxes, insurance and maintenance plus monthly land rental payments. The leases contain provisions for annual rental adjustments based on the annual Consumer Price Index adjustments and revaluation of the leased land every five years.

Minimum rental commitments under the above noncancelable operating lease are approximately as follows:

Year ending December 31:
2007	$	1,831,000
2008		1,859,000
2009		1,731,000
2010		1,731,000
2011		1,731,000
Thereafter		45,261,000
	$	54,144,000

The Company also leases other equipment on short-term leases.

Total rental expense for the six-month periods ended June 30, 2007 and 2006 was $997,692 and $947,141, respectively.

10

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 6.  Income Tax Matters

As a Limited Liability Company (LLC), the Company is not obligated and, therefore, does not pay federal income tax relating to the income, deductions, losses and credits (“income items”) of the Company. Instead, the Company’s members report their allocable share of the Company’s income items on their respective tax returns and pay the appropriate federal and state taxes.

As a result of the federal income tax treatment surrounding the LLC structure, the consolidated financial statements do not include any provision for federal income taxes due on the income of the Company. It has been the Company’s policy to make distributions to its members to assist them in paying personal income taxes on the income of the Company.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109 (FIN 48). This Statement clarifies the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company’s financial statements. FIN 48 prescribes a recognition threshold of more likely than not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The initial adoption of FIN 48 had no impact on our financial statements, and as a result, there was no cumulative effect related to adopting FIN 48.

Note 7.  Retirement Plans

The Company maintains a 401(k) safe harbor plan. This plan provides for elective employee contributions up to 100% of the employee’s compensation and matching employer contributions in an amount equal to 100% of the employee’s contribution up to 4% of the compensation for all employees eligible to receive a match. This plan was available for all employees of SJJC FBO Services, LLC, Jet Center Property Services, LLC, SJJC Airline Services, LLC and SJJC Aviation Services, LLC.

ACM Aviation, LLC and ACM Property Services, LLC had adopted plans which provided for elective employee contributions up to 100% of the employee’s compensation and matching employer contributions equal to 100% of the first 3% of the employee’s compensation and an additional 50% on deferrals of the employee’s next 2% of compensation. Effective January 1, 2006, the Company consolidated all employees under the ACM Aviation, LLC and ACM Property Services, LLC plan.

The Company’s contributions to the plans were approximately $77,000 and $72,000 for the six-month periods ended June 30, 2007 and 2006, respectively.

Note 8.  Related Party Transactions

The Company leases building space to an aircraft sales company that is owned and controlled by a stockholder of the Company. Rental income from this company was approximately $37,000 and $33,000 for the six-month periods ended June 30, 2007 and 2006, respectively. Total fuel and other sales to this company were approximately $7,000 and $18,000 for the six-month periods ended June 30, 2007 and 2006, respectively.

The Company leases hangar space and provides aircraft management and fueling services to a stockholder of the Company. The revenue derived from these services totaled approximately $828,000 and $448,000 for the six-month periods ended June 30, 2007 and 2006, respectively.

11

SJJC Aviation Services, LLC

and Subsidiaries

Notes to Consolidated Financial Statements

Note 9.  Major Customer

The Company received revenue of approximately $3,232,000 and $2,372,000 from one customer for the six-month periods ended June 30, 2007 and 2006, respectively. Accounts receivable due from this customer was approximately $11,000 as of June 30, 2007.

Note 10.  Major Fuel Supplier

The Company purchased approximately 80% of the Company’s fuel from one supplier during each of the six-month periods ended June 30, 2007 and 2006. Accounts payable due to this supplier were approximately $1,567,000 as of June 30, 2007. The Company also had a note payable to this supplier with a balance of $775,148 as of June 30, 2007.

Note 11.  Concentration of Credit Risk

The Company has deposits in a financial institution which exceed federally insured limits as of June 30, 2007. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

12

EX-99.2

Exhibit 99.2

UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Macquarie Infrastructure Company LLC

Condensed Combined Pro Forma Balance Sheet

As of June 30, 2007

($ in thousands, except share amounts)

							Acquisitions
	MIC			Option			SJJC		Pro forma Adjustments			Pro forma Combined
	$			$			$		$			$
ASSETS
Current assets:
Cash and cash equivalents		73,000			(25,500	)		1,508		(19,925	)  A		29,083
Restricted cash		1,290						—		—			1,290
Accounts receivable, less allowance for doubtful debts		66,291						11,853		—			78,144
Dividends receivable		7,000						—		—			7,000
Other receivables		126						—		—			126
Inventories		12,539						446		—			12,985
Prepaid expenses		4,564						908		50	B		5,522
Deferred income taxes		2,411						—		—			2,411
Other		12,747			25,500			—		(25,500	)  A		12,747
Total current assets		179,968			—			14,715		(45,375	)		149,308
Property, equipment, land and leasehold improvements, net		550,165						18,162		14,094	C		582,421
Restricted cash		25,551						—		1,509	D		27,060
Equipment lease receivables		40,101						—		—			40,101
Investment in unconsolidated business		227,958						—		—			227,958
Goodwill		513,867						5,931		38,239	E		558,037
Intangible assets, net		553,441						5,207		99,593	F		658,241
Deposits and deferred costs on acquisitions		2,717						—		—			2,717
Deferred financing costs, net of accumulated amortization		18,908						—		723	G		19,631
Fair value of derivative instruments		11,681						24		—			11,705
Other		2,933						631		—			3,564
Total assets		2,127,290			—			44,670		108,783			2,280,743
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Due to manager		49,871						—		—			49,871
Accounts payable		34,235						3,326		—			37,561
Accrued expenses		27,030						2,235		—			29,265
Current portion of notes payable and capital leases		11,954						—		—			11,954
Current portion of long-term debt		6,757						599		59,401	H		66,757
Distributions payable		-						—		—			—
Fair value of derivative instruments		1,278						—		—			1,278
Other		8,484						5,706		—			14,190
Total current liabilities		139,609			—			11,866		59,401			210,876
Capital leases and notes payable, net of current portion		2,320						—		—			2,320
Long-term debt, net of current portion		991,326						7,613		74,573	H		1,073,512
Deferred income taxes		149,226						—		—			149,226
Fair value of derivative instruments		—						—		—			—
Other		27,959						—		—			27,959
Total liabilities		1,310,440			—			19,479		133,974			1,463,893
Minority interests		7677			—			—		—			7,677
Stockholders' equity:
LLC Interests, no par value; 500,000,000 authorized; 37,562,165 shares issued and outstanding at June 30, 2007		820,700						—		—			820,700
Accumulated other comprehensive (loss) income		6,044						24		(24	)  I		6,044
Accumulated loss		(17,571	)										(17,571	)
Members' equity		—						25,167		(25,167	)  J
Total stockholders' equity		809,173			—			25,191		(25,191	)		809,173
Total liabilities and stockholders' equity		2,127,290			—			44,670		108,783			2,280,743

1

		As at June 30,
		2007
		($ in thousands)
A	Cash
	Subsequent to June 30, 2007, MIC purchased an option to acquire SJJC at a price $25.5 million less than the estimated fair value of SJJC. This transaction is shown to reflect the total estimated fair value of SJJC at the acquisition date.	$	(25,500	)
	Cash used to fund purchase price		(19,925	)
B	Prepaid expenses
	Reflects annual agency fees for SJJC long-term debt funded at closing	$	50
C	Property, equipment, land and leasehold improvements, net
	Reflects excess of fair value over net book value	$	14,094
D	Restricted cash
	Reflects restricted cash balance established for SJJC long-term debt	$	1,509
E	Goodwill
	Reflects the purchase price paid for SJJC in excess of the fair value of net assets acquired	$	38,239
F	Intangible assets, net
	Reflects the fair value of SJJC's airport operating rights, customer contracts and non-compete agreements	$	99,593
G	Deferred financing costs, net of accumulated amortization
	Reflects deferred financing charges incurred as part of the SJJC long-term debt	$	723
H	Long term debt
	Reflects the net increase in the Company’s short-term revolving credit facility as a result of the SJJC purchase	$	(59,401	)
	Reflects the net increase in SJJC's borrowings as a result of the SJJC purchase	$	(74,573	)
F	Accumulated other comprehensive (loss) income
	Reflects the elimination of SJJC’s historical other comprehensive income	$	24
G	Accumulated earnings
	Reflects the elimination of SJJC’s historical accumulated earnings	$	25,167

2

Macquarie Infrastructure Company LLC

Condensed Combined Pro Forma Statement of Operations

For the six months ended June 30, 2007

($ in thousands, except number of shares and per share data)

				Acquisitions
	MIC			SJJC			Pro forma Adjustments						Pro forma Combined
	$			$			$						$
Revenue
Revenue from product sales		110,648			8,081			—					118,729
Service revenue		57,086			11,638			—					68,724
Financing and equipment lease income		1,248			—			—					1,248
Total revenue		168,982			19,719			—					188,701
Costs and expenses													—
Cost of product sales		70,484			4,585			—					75,069
Cost of services		23,342			7,775			—					31,117
Selling, general and administrative		38,978			4,551			—					43,529
Fees to manager		5,561			—			—					5,561
Depreciation		3,891			445			—					4,336
Amortization of intangibles		6,928			45			1,895		(1	)		8,868
Total operating expenses		149,184			17,401			1,895					168,480
Operating income		19,798			2,318			(1,895	)				20,221
Other income (expense)
Dividend income		—			—			—					—
Interest income		1,459			23			—					1,482
Interest expense		(17,566	)		(115	)		(4,939	)	(2	)		(22,620	)
Equity in earnings and amortization
charges of investees		3,465			—			—					3,465
Losses on derivative instruments		(477	)		—			—					(477	)
Other income (expense), net		(916	)		—			—					(916	)
Income (loss) before income taxes
and minority interests		5,763			2,226			(6,834	)				1,155
Income tax benefit (expense)		2,045			(3	)		1,696		(3	)		3,738
Minority interests		69			—			—					69
Net income (loss)		7,877			2,223			(5,138	)				4,962
Basic and diluted income per share	$	0.21										$	0.13
Weighted average number of shares outstanding:
Basic		37,562,165											37,562,165
Diluted		37,579,034											37,579,034
Reconciliation of net income (loss) to EBITDA
Net income (loss)		7,877			2,223			(5,138	)				4,962
Interest expense, net		16,107			92			4,939		(2	)		21,138
Income tax (benefit) expense		(2,045	)		3			(1,696	)	(3	)		(3,738	)
Depreciation expense (4)		6,357			445			—		—			6,802
Amortization of intangibles (4)		6,928			45			1,895		(1	)		8,868
EBITDA		35,224			2,808			—					38,032

3

		Six Months Ended June 30,
		2007
		($ in thousands)
(1)	Amortization
	Additional amortization expense reflecting the Company’s share in the increase in value of certain SJJC intangible assets, depreciated over a period of 2 to 40 years.	$	(1,895	)
(2)	Interest expense
	Increase in interest expense assuming the amount drawn under MIC's revolving credit facility relating to the SJJC purchase was outstanding for the six months ended June 30, 2007.	$	(1,943	)
	Adjustment to interest expense assuming the amount drawn under SJJC's term loan was outstanding for the six months ended June 30, 2007	$	(2,911	)
	Amortization of deferred financing costs of $723,000 relating to SJJC's term loan.	$	(85	)
		$	(4,939	)
(3)	Income tax benefit
	Adjustment to record estimated tax benefit relating to the pro forma adjustments.	$	1,696
(4)	Depreciation includes $2.9 million and $2.1 million for our district energy and airport parking businesses, respectively, which are included in cost of services. Depreciation and amortization of intangibles does not include our share of IMTT depreciation
	GRAND TOTAL OF ALL ADJUSTMENTS	$	(5,138	)

4

EX-99.3

Macquarie Infrastructure Company LLC

125 W 55th Street

New York, NY 10019

USA

Media Release

MACQUARIE INFRASTRUCTURE COMPANY REPORTS   THIRD QUARTER 2007 FINANCIAL RESULTS

·   Generates 57% Increase in Cash Available for Distribution

·   Increases Quarterly Dividend to $0.62 Per Share

·   Refinances Nearly $1.2 Billion of Operating Company Debt

·   Refinancing Costs Reduce Net Income

New York, NY - November 7, 2007 - Macquarie Infrastructure Company (NYSE: MIC), a leader in the ownership and operation of U.S. infrastructure businesses, reported consolidated revenue for the third quarter of $221.5 million. Revenue increased 36% over the third quarter in 2006.

The Company reported gross profit for the period of $94.2 million, an increase of 49% over the third quarter in 2006. Analysis of gross profit removes the volatility created by fluctuations in cost of revenue such as fuel and energy. Gross profit reflects the Company’s ability to maintain and, where possible, improve its margins.

MIC reported a 57% year over year increase in estimated cash available for distribution (“CAD”). CAD is a measure used by the Company to assess its ability to sustain and increase quarterly dividends. CAD increased to $79.4 million from $50.7 million through nine months compared to the same period in 2006. It is the Company’s policy to distribute substantially all CAD to investors in the form of a quarterly dividend, subject to maintaining prudent reserves in its businesses. Year to date, CAD has exceeded cash distributions by $2.9 million.

On the strength of the estimated cash available for distribution, the Company’s board of directors has approved a dividend of $0.62 per share for the third quarter of 2007. The dividend will be payable on December 10, 2007 to shareholders of record on December 5, 2007.

“MIC’s businesses performed well during the third quarter against a backdrop of considerable uncertainty in the markets.” said Peter Stokes, Chief Executive Officer of Macquarie Infrastructure Company. “As an asset class, infrastructure tends to produce stable and growing cash flows throughout market cycles.”

“We remain confident that this will continue to be the case with our businesses”, Stokes added. “With the refinancing of the airport services and district energy debt this quarter, we have locked in our debt costs and extended the average maturity of the debt in our operating companies out to 6.2 years.”

In September the Company successfully refinanced the debt of its airport services and district energy businesses. The refinancing resulted in a reduction in average interest rate margin versus prior facilities and fixed the interest rate on $900.0 million of term debt at the airport services business at 6.78% and the interest rate on $150.0 million of term debt at the district energy business at 5.97%.

For the quarter and nine months ended September 30, the Company reported consolidated revenue of $221.5 million and $567.7 million, respectively. For the quarter and nine months ended September 30, net loss was $17.9 million and $35.2 million, respectively. Net loss for both periods versus 2006 was, in part, a result of $17.7 million of expenses relating to the debt refinancing. The Company funded the refinancing-related expenses using a portion of the proceeds of the new facilities. Net loss year-to-date also reflects the impact of the approximately $44.0 million of performance fees paid to MIC’s Manager, Macquarie Infrastructure Management (USA) in the first half of 2007. The fees are a non-cash expense since the Company’s Manager elected to receive payment in shares of MIC.

OPERATING BUSINESSES PERFORMANCE HIGHLIGHTS

MIC reports EBITDA and contribution margin, both non-GAAP financial measures, as it considers them to be important indicators of overall performance. The attached tables provide a reconciliation of EBITDA to net income and contribution margin to revenue. The Company believes that EBITDA, net of non-cash items, also provides insight into the performance of certain of its operating companies and their ability to generate dividends. The reporting of contribution margin by the gas production and distribution business provides additional insight into the performance of that business net of changes in feedstock prices that typically are passed through to customers.

·   Gross profit in the Company’s airport services business was $73.9 million for the quarter, an increase of 56% over the third quarter in 2006. Organic gross profit (excluding sites acquired in the prior 12 months) increased 13%. The business reported increases in both the volume of fuel sold and average margin on fuel sales. Margin improvement was driven by an increased proportion of transient customers who typically pay a higher margin on fuel relative to base tenants.

o   EBITDA increased to $30.2 million or by 207% over the third quarter in 2006. Reported EBITDA included a $1.9 million non-cash loss on certain interest rate hedges compared to an $11.3 million non-cash loss in the prior comparable period. Excluding the non-cash losses on derivatives in both quarters, EBITDA from all locations would have increased by 52%. EBITDA at existing locations would have increased by 12% excluding the non-cash derivative losses.

o   In August, 2007 the business completed its previously announced acquisitions of Mercury Air Centers, a network of 24 FBOs, and the two FBOs at San Jose Mineta International Airport that comprise the San Jose Jet Center. The total cost of the acquired sites was approximately $620.8 million.

o   In September, the business entered into an agreement for a new debt facility of $970.0 million, including capital expenditure and working capital facilities totaling $70.0 million. The facilities bear interest at a rate of LIBOR plus a margin of 1.60%. The Lead Arranger of the debt exercised its option to flex the margin to 1.60% from the 1.50% reported in a press release dated September 27. The LIBOR (floating rate) portion of the interest on the $900.0 million of term debt has been swapped for fixed at a weighted average rate of 5.18% for five years resulting in a total interest cost of 6.78% per year. Proceeds of the facility were used to repay existing term loan balances and bridge loan facilities entered into in connection with the acquisitions of Mercury and San Jose.

o   Through nine months, the airport services business generated gross profit of $186.5 million and EBITDA of $82.8 million. Excluding non-cash losses on derivatives, year to date EBITDA would have increased by 68% over the comparable period in 2006. EBITDA at existing locations increased by $8.7 million or 17% through nine months and would have increased by 23% excluding non-cash losses on derivatives.

·   In May, 2006, MIC acquired a 50% interest in the company that owns the fourth largest bulk liquid storage terminal business in the country. Terminal revenue in the business increased to $57.8 million in the third quarter of 2007 or by 22% over the third quarter in 2006. Excluding the results of IMTT-Quebec operations that were not consolidated in 2006, terminal revenue increased by 17%. The growth was primarily the result of a $4.2 million increase in storage revenue and a $1.0 million increase in throughput revenue. MIC does not consolidate the financial results of the bulk liquid storage terminal business with those of its controlled businesses.

o   The bulk liquid storage terminal business paid a dividend of $7.0 million to MIC for the September quarter. The dividend payment was accrued at quarter-end and cash was received in October. MIC expects to receive a cash dividend of $7.0 million from the business each quarter through 2008.

o   Cash flow from operations in the bulk liquid storage business increased to $69.0 million for the first nine months of 2007 or by 48% over the first nine months of 2006. Beginning with the first quarter in 2009 MIC will receive a dividend equal to 50% of what is effectively the business’ estimated cash available for distribution. The estimation of cash available for distribution begins with cash flow from operating activities adjusted for primarily maintenance and environmental remediation capital expenditures and interest.

o   EBITDA for the third quarter of 2007 was $11.6 million, a decrease of 34% compared to the third quarter in 2006. EBITDA would have increased by 22% excluding non-cash losses on derivatives.

o   The business has committed to a total of $293.1 million worth of expansion projects. To date the business has completed construction of 13 of 30 new tanks to be built as a part of the expansion (not including those at the Geismar Logistics Center). Management expects that the projects collectively will produce an annualized incremental $42.1 million of gross profit and EBITDA when completed.

2

o   The bulk liquid storage business generated gross profit of $87.5 million through nine months of 2007. EBITDA was $52.8 million or approximately 13% lower than the first nine months of 2006. The decline was in part the result of a “make-whole” payment (net present value of future interest and principal payments foregone by the lender) and deferred financing costs totaling $12.5 million incurred in connection with the successful refinance of the long-term debt of the business in the second quarter. Excluding the non-cash losses on derivatives, EBITDA would have increased by 2.5%.

·   The Company’s gasproduction and distribution business generated a total contribution margin of $14.6 million for the quarter or 37% more than in the third quarter of 2006. The increase is primarily the result of $4.1 million of customer credits that reduced utility revenue in the third quarter of 2006. Utility therm (gas volume) sales for the quarter were 2% lower and non-utility sales were 3% lower versus 2006.

o   Utility revenue and contribution margin increased by 16% and 80%, respectively, over the third quarter in 2006. The increases were primarily the result of the non-recurrence of customer credits that reduced revenue in 2006. The business recovered the credits, as well as fuel adjustment charges, from escrows established for that purpose at the time of MIC’s acquisition of the business thus eliminating any impact on distributable cash.

o   Non-utility revenue and contribution margin grew by 10% and 8%, respectively, over the third quarter in 2006. The increases were primarily the result of retail price increases offset by higher costs for LPG and the transportation of the product between islands.

o   The business generated EBITDA of $4.8 million on the increased contribution margin, partially offset by higher operating expenses generally. Excluding non-cash losses on derivatives booked in the third quarters of both 2006 and 2007, EBITDA would have increased by 104% over the comparable period in 2006. This reflects the reduction in revenue in 2006 stemming from the customer credits.

o   The gas production and distribution business generated a contribution margin and EBITDA of $45.1 million and $17.7 million, respectively, through nine months of 2007. Excluding the effect of customer credits, 2006 transaction costs and unbilled revenue calculations, all of which we do not expect to recur, and the non-cash losses on derivatives, EBITDA would have increased by 9% over the comparable period in 2006.

·   MIC’s district energy business reportedgross profit of $6.1 million for the quarter or a 27% increase over the third quarter in 2006. The pass-through of electricity cost increases, inflation-based price increases and warmer average summer temperatures in Chicago versus 2006 all contributed to the improved results. EBITDA for the quarter was ($10.6) million compared to $5.2 million in the third quarter of 2006. The decrease was driven by a “make-whole” payment (net present value of future interest and principal payments foregone by the lender) and deferred financing costs totaling $17.7 million incurred in connection with the successful refinancing of the long-term debt of the business in the quarter.

o   Capacity revenue increased with the conversion of four interruptible customers to continuous service during June through September, 2006 and the connection of a new customer in each of the fourth quarter in 2006 and the second quarter in 2007.

o   Consumption revenue increased 18% over the third quarter in 2006 with the pass through of increased electricity costs and warmer average temperatures that resulted in increased ton-hours of cooling sold.

o   In September, district energy successfully completed a refinance of private placement notes that had been in place since the Macquarie Group’s acquisition of the business in 2004. The new seven-year facility includes a term loan of $150.0 million plus capital expenditure and working capital facilities totaling $38.5 million. The facility bears interest at a rate of LIBOR plus a margin of 0.90%. The LIBOR (floating rate) portion of the term loan interest has been swapped for fixed at a weighted average rate of 5.07% for seven years resulting in a total interest cost of 5.97% per year, a 0.78% reduction relative to the interest on the notes that were repaid.

o   The district energy business generated gross profit and EBITDA of $13.3 million and ($2.2) million, respectively, during the first nine months of the year. The year to date EBITDA result reflects the ”make-whole” payment and deferred financing costs of $17.7 million noted above.

3

·   Gross profit at the Company’s airport parking business declined 10% to $4.7 million in the third quarter of 2007 compared to 2006. Increased average revenue per car was offset by higher expenses and a slightly lower customer volume.

o   Average revenue per car increased 2.6% in the quarter and average overnight occupancy increased 1.4%. Average revenue per car grew for the fourth consecutive quarter.

o   Direct expenses increased with the implementation of initiatives designed to improve the customer experience, for example, increased shuttle bus frequency. Selling, general and administrative expenses were higher primarily as a result of the implementation of an improved regional management structure.

o   EBITDA declined to $4.0 million for the third quarter of 2007 from $4.4 million in the prior comparable period. Excluding non-cash losses on derivatives in the third quarters of both 2006 and 2007, EBITDA would have declined by 21%.

o   The airport parking business generated gross profit and EBITDA of $14.7 million and $12.4 million, respectively, for the first nine months of the year. Non-cash gains and losses on derivatives were not material through nine months.

ESTIMATED CASH AVAILABLE FOR DISTRIBUTION

The Company believes that it can provide better insight into its ability to support its distributions by making certain adjustments to its “as reported” results. For example, its results under Generally Accepted Accounting Principles (“GAAP”) alone do not reflect all of the items that management considers in estimating distributable cash. The table below summarizes MIC’s estimated cash available for distribution (“CAD”), beginning with cash from operations and adjusted for certain dividend income and cash expenditures. Estimated cash available for distribution totaled $79.4 million through the third quarter, a 57% increase over the $50.7 million reported through the third quarter of 2006.

($ Millions)	Total
Cash from operations		$79.6
Cash from operations adjustments		8.7
Cash from investing and financing activities		8.2
Working capital		(17.1	)
Estimated cash available for Distribution		$79.4

MIC’s consolidated cash from operations increased to $79.6 million in the first nine months of 2007 from $31.1 million in the first nine months of 2006. The increase in cash from operations was attributable to sound ongoing operations and successful acquisitions concluded during 2006 and the first half of 2007. Cash from operations is the starting point for calculating estimated cash available for distribution.

·   Estimated CAD year to date is increased by a net $8.7 million of adjustments including primarily income tax refunds received by the airport services and gas production and distribution businesses and escrow recoveries at the gas production and distribution business.

·   Estimated CAD year to date is increased by a net $8.2 million in cash from investing and financing activities that includes primarily the $20.3 million portion of the dividend from the Company’s bulk liquid storage business that does not flow through earnings or cash from operations, offset by a net approximately $10.9 million of capital expenditures paid in cash or accrued.

·   Estimated CAD is reduced by $17.1 million of cash generated by working capital movements as we do not consider normal changes in working capital when calculating CAD.

MIC estimates cash available for distribution in the first nine months of 2007 exceeded quarterly cash distributions to investors by $2.9 million.

4

BUSINESS UPDATE AND OUTLOOK

Airport services business - The Company expects that its airport services business will complete the integration of Mercury Air Centers and the San Jose Jet Center FBOs acquired in August, 2007 over a period of 12 to 18 months. The additional sites are expected to generate a minimum incremental $47.5 million of EBITDA on an annualized basis.

MIC expects continued strong performance from its airport services business. Strong demand for general aviation aircraft and the number of hours those aircraft are being flown should continue to drive growth in the volume of fuel sold. Increased service levels and the value of the nation’s largest network of FBOs should support further improvement in margins on fuel sales.

Bulk liquid storage terminal business - The bulk liquid storage business is expected to continue to perform well as inflation escalators generate revenue growth from existing contracts, expiring contracts are renewed at higher rates and storage tanks currently under construction become operational.

Approximately 81% of the contracts relating to the construction of the Geismar chemicals logistics center have been signed. Construction of the Geismar facility remains on pace for completion in the second quarter of 2008. MIC expects that the $293.1 million of capital projects underway, including the Geismar facility, will generate an incremental increase in gross profit and EBITDA of $42.1 million per year when completed.

MIC’s investment in the bulk liquid storage terminal business will continue to generate a quarterly dividend of $7.0 million through the end of 2008. Beginning with the first quarter in 2009 MIC will receive a dividend equal to 50% of the business’ estimated cash available for distribution. Strong fundamental drivers of growth, combined with the incremental increase in gross profit expected from growth capital expenditures, are expected to support dividends in excess of the current level following conversion from the fixed dividend.

Gas production and distribution business - The fundamental driver of continued growth in the gas production and distribution business is population growth in Hawaii. MIC believes that the business will continue to be a stable source of distributable cash consistent with the yield assumed when the business was acquired.

District energy business - The Company expects continued stable performance from its district energy business, assuming a historically normal level of demand for cooling during the summer. Expansion of the existing cooling system, in conjunction with operational strategies and efficiencies, will increase saleable capacity. Management of the business also believes that it will continue to sign contracts with current and new customers for the additional capacity as it becomes available.

Airport parking business - Yield management strategies continue to generate improvement in average revenue per car. In addition, management has significantly upgraded the operations team of the business and believes that service improvements and anticipated growth in volume and revenue will offset the higher expenses over the medium term.

CONFERENCE CALL AND WEBCAST

When: Management has scheduled a conference call for 11:00 a.m. Eastern Standard Time on November 7, 2007 to review MIC’s results.

How: To listen to the conference call, please dial +1(888) 600-4864 (domestic) or +1(913) 312-0733 (international), at least 10 minutes prior to the scheduled start time. Interested parties can also listen to the live call via webcast at www.macquarie.com/mic/. Please allow extra time prior to the call to visit the site and download the necessary software to listen to the Internet broadcast.

Slides: The Company has prepared slides in support of its conference call presentation. The slides will be available for downloading from the MIC website the morning of November 7, 2007. A link to the slides will be located in the “Latest News” section of the MIC homepage.

Replay: For interested individuals unable to listen to the live conference call, a replay will be available through November 21, 2007, at +1(888) 203-1112 (domestic) or +1(719) 457-0820 (international), Passcode: 3416395. An online archive of the webcast will be available on the MIC website for one year.

5

ABOUT MACQUARIE INFRASTRUCTURE COMPANY

Macquarie Infrastructure Company owns, operates and invests in a diversified group of infrastructure businesses, which provide basic, everyday services, to customers in the United States. Its businesses consist of an airport services business, a 50% indirect interest in a bulk liquid storage terminal business, a gas production and distribution business, a district energy business, and an airport parking business. The Company is managed by a wholly-owned subsidiary of Macquarie Bank Limited. For additional information, please visit the Macquarie Infrastructure Company website at www.macquarie.com/mic.

FORWARD LOOKING STATEMENTS

This earnings release contains forward-looking statements. We may, in some cases, use words such as "project”, "believe”, "anticipate”, "plan”, "expect”, "estimate”, "intend”, "should”, "would”, "could”, "potentially”, or "may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this presentation are subject to a number of risks and uncertainties, some of which are beyond our control including, among other things: our ability to successfully integrate and manage acquired businesses, manage growth, make and finance future acquisitions, service, comply with the terms of and refinance our debt, and implement our strategy, decisions made by persons who control our investments including the distribution of dividends, our regulatory environment, changes in air travel, automobile usage, fuel and gas prices, foreign exchange fluctuations, environmental risks and changes in U.S. federal tax law.

Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware could also cause our actual results to differ. In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this release may not occur. These forward-looking statements are made as of the date of this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

“Macquarie Group” refers to the Macquarie Group of companies, which comprises Macquarie Group Limited, Macquarie Bank Limited and their worldwide subsidiaries and affiliates.

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

FOR FURTHER INFORMATION, PLEASE CONTACT:

Investor enquiries   Jay A. Davis Investor Relations Macquarie Infrastructure Company (212) 231-1825 Media enquiries   Alex Doughty Corporate Communications Macquarie Infrastructure Company (212) 231-1710

6

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED BALANCE SHEETS

As of September 30, 2007 and December 31, 2006

($ in thousands, except share amounts)

	September 30, 2007			December 31, 2006
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	72,756		$	37,388
Restricted cash		1,616			1,216
Accounts receivable, less allowance for doubtful accounts
of $1,937 and $1,435, respectively		90,726			56,785
Dividends receivable		7,000			7,000
Other receivables		11			87,973
Inventories		16,255			12,793
Prepaid expenses		9,965			6,887
Deferred income taxes		2,841			2,411
Income tax receivable		-			2,913
Fair value of derivative instruments		2,281			632
Other		11,877			14,968
Total current assets		215,328			230,966
Property, equipment, land and leasehold improvements, net		661,036			522,759
Restricted cash		26,528			23,666
Equipment lease receivables		39,482			41,305
Investment in unconsolidated business		219,300			239,632
Goodwill		769,721			485,986
Intangible assets, net		862,522			526,759
Deposits and deferred costs on acquisitions		-			579
Deferred financing costs, net of accumulated amortization		21,908			20,875
Fair value of derivative instruments		1,036			2,252
Other		5,272			2,754
Total assets	$	2,822,133		$	2,097,533
Liabilities and stockholders’ equity
Current liabilities:
Due to manager - related party	$	48,490		$	4,284
Accounts payable		57,499			29,819
Accrued expenses		28,668			19,780
Current portion of notes payable and capital leases		3,979			4,683
Current portion of long-term debt		60,160			3,754
Fair value of derivative instruments		1,060			3,286
Deferred income		5,619			1,403
Income taxes payable		4,272			-
Other		9,621			5,130
Total current liabilities		219,368			72,139
Capital leases and notes payable, net of current portion		3,544			3,135
Long-term debt, net of current portion -
		1,305,079			959,906
Deferred income taxes		221,880			163,923
Fair value of derivative instruments		12,887			453
Other		29,221			25,371
Total liabilities		1,791,979			1,224,927
Minority interests		35,934			8,181
Stockholders’ equity:
LLC interests, no par value; 500,000,000 authorized; 43,766,877 interests issued and outstanding at September 30, 2007 and Trust Stock, no par value; 500,000,000 authorized; 37,562,165
shares issued and outstanding at December 31, 2006		1,036,978			864,233
Accumulated other comprehensive (loss) income		(7,195	)		192
Accumulated loss		(35,563	)		-
Total stockholders’ equity		994,220			864,425
Total liabilities and stockholders’ equity	$	2,822,133		$	2,097,533

7

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

For the Quarters and Nine Months Ended September 30, 2007 and 2006

 (Unaudited)

 ($ in thousands, except share and per share data)

		Quarter Ended						Nine Months Ended
		September 30,			September 30,			September 30,			September 30,
		2007			2006			2007			2006
Revenues
Revenue from product sales	$	145,605		$	105,557		$	371,062		$	204,691
Service revenue		74,700			56,430			192,947			147,060
Financing and equipment lease income		1,221			1,273			3,704			3,856
Total revenue		221,526			163,260			567,713			355,607
Costs and expenses
Cost of product sales		96,220			73,326			241,825			135,370
Cost of services		31,075			26,541			80,740			70,205
Selling, general and administrative		50,632			35,107			128,174			82,806
Fees to manager - related party		5,437			3,955			59,962			14,151
Depreciation		5,035			4,138			13,088			7,969
Amortization of intangibles		9,219			6,385			23,151			13,411
Total operating expenses		197,618			149,452			546,940			323,912
Operating income		23,908			13,808			20,773			31,695
Other income (expense)
Dividend income		-			3,393			-			8,395
Interest income		2,062			849			4,986			3,731
Interest expense		(21,779	)		(25,801	)		(57,050	)		(57,068	)
Loss on extinguishment of debt		(17,708	)		-			(17,708	)		-
Equity in (losses) earnings and amortization
charges of investees		(1,659	)		1,734			661			7,302
(Loss) gain on derivative instruments		(2,227	)		(17,066	)		(1,566	)		3,096
Gain on sale of marketable securities		-			7,005			-			7,005
Other income (expense), net		296			(348	)		(348	)		(421	)
Net (loss) income before income taxes and
minority interests		(17,107	)		(16,426	)		(50,252	)		3,735
(Provision) benefit for income taxes		(971	)		6,270			14,907			3,259
Net (loss) income before minority interests		(18,078	)		(10,156	)		(35,345	)		6,994
Minority interests		(86	)		(138	)		(183	)		14
Net (loss) income	$	(17,992	)	$	(10,018	)	$	(35,162	)	$	6,980
Basic (loss) earnings per share:	$	(0.41	)	$	(0.37	)	$	(0.89	)	$	0.26
Weighted average number of shares
outstanding: basic		43,357,300			27,212,165			39,515,104			27,108,962
Diluted (loss) earnings per share:	$	(0.41	)	$	(0.37	)	$	(0.89	)	$	0.26
Weighted average number of shares
outstanding: diluted		43,357,300			27,212,165			39,515,104			27,125,833
Cash distributions declared per share	$	0.605		$	0.525		$	1.765		$	1.525

8

MACQUARIE INFRASTRUCTURE COMPANY LLC

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2007 and 2006

(Unaudited)

($ in thousands)

	Nine Months Ended
		September30, 2007			September 30, 2006
Operating activities
Net (loss) income	$	(35,162	)	$	6,980
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		20,695			14,851
Amortization of intangible assets		23,151			13,411
Equity in earnings and amortization charges of investee		(661	)		(7,302	)
Equity distributions from investee		661			5,500
Gain on sale of marketable securities		-			(7,005	)
Amortization of finance charges		4,505			3,849
Non-cash derivative (gain) loss, net of non-cash interest expense		(276	)		1,342
Performance fees to be settled in stock		43,962			4,134
Equipment lease receivable, net		1,838			1,422
Deferred rent		1,864			1,811
Deferred taxes		(19,771	)		(5,091	)
Other non-cash expenses, net		1,141			1,425
Non-operating transactions relating to foreign investments		2,847			-
Loss on extinguishment of debt		17,708			-
Accrued interest expense on subordinated debt - related party		-			797
Changes in other assets and liabilities:
Restricted cash		(399	)		4,705
Accounts receivable		(9,556	)		(5,824	)
Dividend receivable		-			2,365
Inventories		(348	)		1,348
Prepaid expenses and other current assets		1,623			(1,983	)
Accounts payable and accrued expenses		18,194			(9,758	)
Income taxes payable		5,177			1,083
Due to manager - related party		1,201			1,054
Other		1,249			1,986
Net cash provided by operating activities		79,643			31,100
Investing activities
Acquisitions of businesses and investments, net of cash acquired		(658,939	)		(849,306	)
Costs of dispositions		(322	)		-
Proceeds from sale of investment in unconsolidated business		84,977			-
Proceeds from sale of marketable securities		-			76,996
Settlements of non-hedging derivative instruments		(2,013	)		-
Purchases of property and equipment		(33,097	)		(11,427	)
Return on investment in unconsolidated business		20,339			6,226
Proceeds received on subordinated loan - related party		-			850
Net cash used in investing activities		(589,055	)		(776,661	)
Financing activities
Proceeds from issuance of shares		252,739			-
Proceeds from long-term debt		456,625			535,000
Proceeds from line-credit facility		64,603			455,766
Offering costs paid		(11,150	)		-
Distributions paid to shareholders		(70,051	)		(41,345	)
Distributions paid to minority shareholders		(464	)		(291	)
Payment of long-term debt		(120,115	)		(260,742	)
Debt financing costs		(8,057	)		(14,014	)
Make-whole payment under re-financing		(14,695	)		-
Restricted cash		(2,863	)		(5,130	)
Payment of notes and capital lease obligations		(1,792	)		(1,438	)
Net cash provided by financing activities		544,780			667,806
Effect of exchange rate changes on cash		-			556
Net change in cash and cash equivalents		35,368			(77,199	)
Cash and cash equivalents, beginning of period		37,388			115,163
Cash and cash equivalents, end of period	$	72,756		$	37,964

9

Supplemental disclosures of cash flow information:
Non-cash investing and financing activities:
Accrued acquisition and equity offering costs	$	683	$	368
Accrued purchases of property and equipment	$	2,695	$	224
Acquisition of property through capital leases	$	30	$	2,180
Issuance of stock to manager for payment of performance fees	$	957	$	4,134
Issuance of stock to independent directors	$	450	$	450
Taxes paid	$	2,525	$	1,075
Interest paid	$	66,244	$	46,987

10

	Quarter Ended September 30,					Nine Months Ended September 30,
		2007		2006			2007		2006
		$		$			$		$
Net (loss) income (1)		(17,992	)	(10,018	)		(35,162	)	6,980
Interest expense, net		19,717		24,952			52,064		53,337
Income taxes		971		(6,270	)		(14,907	)	(3,259	)
Depreciation (2)		5,035		4,138			13,088		7,969
Depreciation - cost of services (2)		2,630		2,424			7,606		6,883
Amortization (3)		9,219		6,385			23,151		13,411
EBITDA		19,580		21,611			45,840		85,321

(1) Net loss for the nine months ended September 30, 2007 includes performance fees earned by our manager, MIMUSA, of $43.0 million in the second quarter and $957,000 in the first quarter of 2007. Net income for the nine months ended September 30, 2006 includes performance fees of $4.1 million in the first quarter of 2006. MIMUSA elected to reinvest these performance fees in shares. Net loss in 2007 also includes a make-whole payment of $14.7 million related to our district energy debt refinancing in September 2007.

(2) Depreciation - cost of services includes depreciation expense for our district energy business and airport parking business, which are reported in cost of services in our consolidated condensed statements of operations. Depreciation and Depreciation - cost of services do not include step-up depreciation expense of $1.7 million, $1.7 million, $5.2 million and $2.9 million in connection with our investment in IMTT for the quarters ended September 30, 2007 and 2006 and the nine month periods ended on the same dates, respectively, which is reported in equity in (losses) earnings and amortization charges of investees in our statements of operations.

(3) Does not include step-up amortization expense related to intangible assets in connection with our investment in the toll road business of $998,000 and $2.9 million for the quarter and nine months ended September 30, 2006, respectively. Also does not include step-up amortization expense related to intangible assets in connection with our investment in IMTT of $283,000, $283,000, $850,000 and $472,000 for the quarters ended September 30, 2007 and 2006 and the nine month periods ended on the same dates, respectively. These are both reported in equity in (losses) earnings and amortization charges of investees in our statements of operations.

11

Note: All $ are in millions. Totals may not foot due to rounding.

AIRPORT SERVICES BUSINESS	Quarter Ended September 30,
	Existing Locations											Total
	2007			2006			Change			Acquisitions		2007			2006			Change
	$			$			%			$		$			$			%
Revenue
Fuel		73.25			69.35			5.6			31.26		104.51			69.35			50.7
Non-Fuel		26.97			23.24			16.1			12.10		39.07			23.24			68.1
Total Revenue		100.22			92.59			8.2			43.37		143.59			92.59			55.1
Gross Profit
Fuel		28.72			26.16			9.8			11.24		39.95			26.16			52.8
Non-Fuel		24.66			21.13			16.7			9.37		34.03			21.13			61.1
Total Gross Profit		53.38			47.28			12.9			20.61		73.99			47.28			56.5
SG&A		29.80			26.78			(11.3	)		12.04		41.84			26.78			(56.3	)
Unrealized Gain on Derivatives		(1.95	)		(11.26	)		82.7			0.00		(1.95	)		(11.26	)		82.7
Reconciliation of net income (loss) to EBITDA
Net Income (loss)		3.30			(3.90	)					0.91		4.21			(3.90	)
Interest Expense, Net		8.18			7.83						3.46		11.64			7.83
Provision (benefit) for income taxes		2.17			(2.14	)					0.60		2.76			(2.14	)
Depreciation and amortization		7.94			8.05						3.62		11.56			8.05
EBITDA		21.59			9.84			119.4			8.58		30.17			9.84			NM

	Nine Months Ended September 30,
	Existing Locations												Total
	2007			2006			Change			Acquisitions			2007			2006			Change
	$			$			%			$			$			$			%
Revenue
Fuel		159.72			157.64			1.3			88.33			248.05			157.64			57.3
Non-Fuel		70.28			59.07			19.0			28.79			99.07			59.07			67.7
Total Revenue		230.00			216.72			6.1			117.13			347.12			216.72			60.2
Gross Profit
Fuel		65.41			60.66			7.8			33.16			98.57			60.66			62.5
Non-Fuel		63.98			53.07			20.6			23.96			87.94			53.07			65.7
Total Gross Profit		129.39			113.73			13.8			57.12			186.51			113.73			64.0
SG&A		68.33			63.73			(7.2	)		33.24			101.57			63.73			(59.4	)
Unrealized (Loss) Gain on Derivatives		(2.03	)		(0.36	)		NM			(0.00	)		(2.03	)		(0.36	)		NM
Reconciliation of net income to EBITDA
Net Income		14.58			7.05						1.52			16.10			7.05
Interest Expense, Net		18.01			21.60						10.16			28.17			21.60
Provision for income taxes		9.58			4.60						1.00			10.58			4.60
Depreciation and amortization		16.75			16.92						11.23			27.97			16.92
EBITDA		58.92			50.16			17.5			23.91			82.82			50.16			65.1

12

BULK LIQUID STORAGE BUSINESS
	Quarter Ended September 30,									Nine Months Ended September 30,
	2007			2006			Change			2007			2006			Change
	$			$			%			$			$			%
Revenue
Terminal		57.81			47.31			22.2			167.36			139.57			19.9
Heating		2.75			2.21			24.8			14.11			12.75			10.7
Other		7.35			6.64			10.7			26.55			22.71			16.9
Total Revenue		67.92			56.16			20.9			208.01			175.03			18.8
Gross Profit
Terminal		28.76			21.96			31.0			83.25			66.60			25.0
Environmental Response		1.34			1.83			(27.0	)		3.96			5.88			(32.6	)
Nursery		(0.20	)		(0.38	)		48.0			0.25			(0.59	)		141.8
Total Gross Profit		29.90			23.41			27.7			87.46			71.89			21.7
SG&A		6.34			5.30			(19.5	)		18.00			16.17			(11.4	)
Unrealized Gain on Derivatives		(12.47	)		2.14			NM			(8.04	)		1.37			NM
Reconciliation of net income to EBITDA
Net Income		(0.95	)		3.94						8.65			15.09
Interest Expense, Net		3.24			3.03						10.61			12.35
Provision for income taxes		0.38			3.03						7.11			10.58
Depreciation and Amortization		8.91			7.60						26.47			22.76
EBITDA		11.58			17.59			(34.2	)		52.84			60.78			(13.1	)

GAS PRODUCTION AND DISTRIBUTION
BUSINESS
	Quarter Ended September 30,									Nine Months Ended September 30,
	2007			2006			Change			2007			2006			Change
	$			$			%			$			$			%
Revenue
Utility		23.87			20.61			15.8			68.98			69.56			(0.8	)
Non-utility		17.22			15.59			10.4			54.03			50.62			6.7
Total Revenue		41.09			36.20			13.5			123.01			120.18			2.4
Cost of Revenue
Utility		16.26			16.39			0.8			45.86			47.37			3.2
Non-utility		10.27			9.19			(11.8	)		32.08			30.35			(5.7	)
Total Cost of Revenue		26.53			25.57			3.8			77.94			77.72			0.3
Contribution Margin
Utility		7.61			4.22			80.2			23.12			22.19			4.2
Non-utility		6.95			6.41			8.4			21.95			20.26			8.3
Total Contribution Margin		14.56			10.63			37.0			45.08			42.46			6.2
Transmission and Distribution		3.78			3.38			(11.9	)		10.73			10.43			(2.9	)
SG&A		4.36			3.79			(15.1	)		12.47			12.20			(2.2	)
Unrealized Gain (Loss) on Derivatives		(0.20	)		(5.87	)		96.6			(0.40	)		(3.95	)		90.0
Reconciliation of income before taxes to EBITDA
Income before taxes		0.91			(7.50	)					5.87			(0.03	)
Interest Expense, Net		2.28			2.44						6.81			6.40
Depreciation and amortization		1.65			1.66						5.05			4.44
EBITDA		4.84			(3.40	)		NM			17.73			10.82			63.9

13

DISTRICT ENERGY
	Quarter Ended September 30,								Nine Months Ended September 30,
	2007			2006		Change			2007			2006		Change
	$			$		%			$			$		%
Revenue
Capacity		4.79			4.42		8.3			14.08			12.85		9.5
Consumption		10.76			9.11		18.1			19.42			15.85		22.6
Lease and Other		1.89			2.01		(5.8	)		5.79			6.23		(7.0	)
Total Revenue		17.44			15.54		12.2			39.29			34.93		12.5
Direct Expenses
Electricity		7.07			6.38		(10.9	)		12.86			10.66		(20.6	)
Other		4.27			4.35		1.9			13.14			12.88		(2.0	)
Total Direct Expenses		11.34			10.73		(5.7	)		26.00			23.54		(10.4	)
Gross Profit		6.10			4.82		26.7			13.29			11.38		16.8
SG&A		0.63			0.99		36.3			2.22			2.77		19.7
Reconciliation of net income (loss) to EBITDA
Net Income (loss)		(15.77	)		0.82					(15.40	)		0.70
Interest Expense, Net		2.24			2.11					6.50			6.28
Provision (benefit) for income taxes		1.15			0.47					1.37			0.23
Depreciation and amortization		1.79			1.77					5.34			5.30
EBITDA		(10.58	)		5.17		(304.9	)		(2.19	)		12.51		(117.5	)

AIRPORT PARKING
	Quarter Ended September 30,									Nine Months Ended September 30,
	2007			2006			Change			2007			2006			Change
	$			$			%			$			$			%
Total Revenue		19.41			18.92			2.6			58.29			56.92			2.4
Direct Expenses		14.70			13.70			(7.3	)		43.61			40.66			(7.3	)
Gross Profit		4.71			5.22			(9.7	)		14.68			16.26			(9.7	)
SG&A		2.03			1.31			(54.6	)		6.42			4.58			(40.1	)
Unrealized Gain on Derivatives		(0.04	)		(0.80	)		94.6			0.07			0.21			68.3
Reconciliation of net (loss) income to EBITDA
Net (loss) Income		(1.04	)		(1.22	)					(2.87	)		(1.09	)
Interest Expense, Net		4.03			4.86						12.02			13.09
Provision for income taxes		(0.83	)		(0.74	)					(2.28	)		(0.79	)
Depreciation and amortization		1.89			1.47						5.49			3.96
EBITDA		4.05			4.37			(7.2	)		12.35			15.17			(18.6	)

14