MEMBERSHIP INTEREST PURCHASE AGREEMENT (STEWART)Membership Interest Purchase Agreement • March 1st, 2007 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (together with the exhibits and schedules hereto, this “Agreement”) is entered into as of December 21, 2006 (the “Effective Date”), by and between DAVID G. PRICE, a resident of the State of California (“Seller”), and MACQUARIE FBO HOLDINGS LLC, a Delaware limited liability company (“Buyer”). Unless otherwise defined in the Agreement, capitalized terms used in this Agreement are defined in Exhibit “A.”
BUSINESS PURCHASE AGREEMENT (SANTA MONICA)Business Purchase Agreement • March 1st, 2007 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • California
THIS BUSINESS PURCHASE AGREEMENT (together with the exhibits and schedules hereto, this “Agreement”) is entered into as of December 21, 2006 (the “Effective Date”), by and between DAVID G. PRICE, a resident of the State of California, individually and as trustee for the David G. Price 2006 Family Trust dated January 13, 2006 (“Seller 1”), DALLAS P. PRICE-VAN BREDA, a resident of the State of California, individually and as trustee for the Dallas Price-Van Breda 2006 Family Trust dated May 3, 2006 (“Seller 2” and together with Seller 1, the “Prices”), SUPERMARINE AVIATION, LIMITED, a California corporation (“Seller 3” and together with Seller 1 and Seller 2, the “Sellers”), and MACQUARIE FBO HOLDINGS LLC, a Delaware limited liability company (“Buyer”). Unless otherwise defined in the Agreement, capitalized terms used in this Agreement are defined in Exhibit “A.”
Re: Supermarine FBO AcquisitionMacquarie Infrastructure CO LLC • March 1st, 2007 • Wholesale-petroleum & petroleum products (no bulk stations)
Reference is made to that certain Amended and Restated Loan Agreement, dated as of June 28, 2006 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among North America Capital Holding Company, a Delaware company, as Borrower (now known as Atlantic Aviation FBO Inc. and hereinafter referred to as the “Borrower”), the lenders party thereto, and Mizuho Corporate Bank, Ltd. (“Mizuho”), as Administrative Agent (with The Governor and Company of the Bank of Ireland (“BOI”) acting as Documentation Agent, Bayerische Landesbank, New York Branch (“BLB”) acting as Syndication Agent, BOI, BLB and Mizuho, acting as Lead Arrangers (collectively, in such capacity, the “Lead Arrangers”), and Macquarie Bank Limited, acting as Co-Lead Arranger, under such existing credit facilities (the “Existing Credit Facilities”).
LETTER AGREEMENTLetter Agreement • March 1st, 2007 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
By this Letter Agreement entered into as of January 23, 2007, for good and valuable consideration the adequacy of which is hereby acknowledged, and intending to be legally bound, the Shareholders and IMTT Holdings Inc. (collectively with its subsidiaries, the “Company”) agree to the following:
Dated 21 December 2006 MACQUARIE YORKSHIRE LLC - and - - and - M1-A1 INVESTMENTS LIMITED - and - BALFOUR BEATTY PLC - and - MACQUARIE INFRASTRUCTURE COMPANY LLC SALE AND PURCHASE AGREEMENT relating to the sale and purchase of all the shares in...Sale and Purchase Agreement • March 1st, 2007 • Macquarie Infrastructure CO LLC • Wholesale-petroleum & petroleum products (no bulk stations)
