SECOND AMENDED AND RESTATED
JOINT FILING AGREEMENT
By and Among
ACQUISITOR HOLDINGS (BERMUDA) LTD.
X X XXXXXX CAPITAL MANAGEMENT GROUP LIMITED
X X XXXXXX CAPITAL MANAGEMENT LIMITED
AMERICAN OPPORTUNITY TRUST PLC
XXXXXXXXXXX X. X. XXXXX
and
THE TRIDENT NORTH ATLANTIC FUND
As of April 9, 2003
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SECOND AMENDED AND RESTATED
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 3 to the Statement on
Schedule 13D dated April 9, 2003 ("Amendment No. 3") with respect to the shares
of common stock, $0.01 par value, of Mercury Air Group, Inc. is hereby filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.
The undersigned other than Acquisitor Holdings (Bermuda) Limited
(collectively, the "Remaining Filing Parties") hereby agree that any further
amendments to Amendment No. 3 executed by each or any of the Remaining Filing
Parties shall be filed on behalf of each of the Remaining Filing Parties
pursuant to and in accordance with the provisions of Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
Date: April 9, 2003
ACQUISITOR HOLDINGS (BERMUDA) LTD. X X XXXXXX CAPITAL MANAGEMENT GROUP
LIMITED
By: /s/ Xxxxxx Xxxxxx By: /s/ X. X. Xxxxxxx
--------------------------- ---------------------------
Name: Xxxxxx Xxxxxx Name: X. X. Xxxxxxx
Title: Deputy Chairman Title: Director
X X XXXXXX CAPITAL MANAGEMENT AMERICAN OPPORTUNITY TRUST PLC
LIMITED
By: X X Xxxxxx Capital Management
Limited,
By: /s/ X. X. Xxxxxxx Its investment advisor
---------------------------
Name: X. X. Xxxxxxx
Title: Director By: /s/ X. X. Xxxxxxx
---------------------------
Name: X. X. Xxxxxxx
Title: Director
/s/ Xxxxxxxxxxx Xxxxx THE TRIDENT NORTH ATLANTIC FUND
-----------------------------
XXXXXXXXXXX XXXXX
By: /s/ Xxxxxxxxxxx Xxxxx
---------------------------
Name: Xxxxxxxxxxx Xxxxx
Title: Director
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