Exhibit 4.9
SECOND AMENDMENT
TO THE
SECURITY AND PLEDGE AGREEMENT, WITH ADDENDA
Second Amendment, dated as of December 12, 1997 (the "Second
Amendment") to the Security and Pledge Agreement (the "Security Agreement"),
dated as of February 4, 1997, among Atlantic Express Transportation Group Inc.,
a New York corporation (together with its successors and assigns, "AETG"),
Atlantic Express Transportation Corp., a New York corporation and a subsidiary
of AETG (together with its successors and assigns, the "Company"), the
subsidiaries of the Company that are party thereto and The Bank of New York, as
the trustee under the Indenture for the benefit of the holders of the Notes
(together with its successors and assigns, the "Secured Party"), as amended by
the First Amendment to the Security and Pledge Agreement, dated as of August 14,
1997, among AETG, the Company, the subsidiaries of the Company that are party
thereto and the Secured Party. Capitalized terms not defined herein shall have
the respective meaning set forth for such terms in the Security Agreement.
WHEREAS, the parties to Security Agreement desire to amend the
Security Agreement as set forth below.
NOW, THEREFORE, in consideration of the agreements set forth herein
and for other and good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Schedules I, II and III shall hereby be amended to include the
information set forth on such corresponding Schedules I, II and III attached
hereto.
2. Except as herein amended, all terms, provisions and conditions of the
Security Agreement, all Annexes and Schedules thereto and all documents executed
in connection therewith shall continue in full force and effect and shall remain
enforceable and binding in accordance with their terms.
3. This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original and all of which constitute,
collectively, one agreement.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS).
5. In the event of a conflict between the terms and conditions of the
Security Agreement and the terms and conditions of this Amendment, then the
terms and conditions of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date first above written.
ATLANTIC EXPRESS TRANSPORTATION ATLANTIC EXPRESS
GROUP INC. TRANSPORTATION CORP.
By: /s/ XXXXXXX XXXXX By: /s/ XXXXXXX XXXXX
------------------------- -------------------------
Name: Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: President, Chief Executive Officer Title: President, Chief Executive Officer
GUARANTORS
BROOKFIELD TRANSIT INC. ATLANTIC PARATRANS, INC.
AMBOY BUS CO., INC. 000 XXXXXXX XXXX.
XXXXXX XXXXXX BUS, INC. ATLANTIC EXPRESS COACHWAYS, INC.
XXXXXXX CAPITAL CORP. ATLANTIC EXPRESS OF PENNSYLVANIA, INC.
METROPOLITAN ESCORT SERVICE, INC. ATLANTIC PARATRANS OF KENTUCKY, INC.
MERIT TRANSPORTATION CORP. ATLANTIC-CONN. TRANSIT, INC.
TEMPORARY TRANSIT SERVICE, INC. XXXXXXX BUS SERVICE, INC.
ATLANTIC-XXXXXX, INC. G.V.D. LEASING CO., INC.
COURTESY BUS CO., INC. BLOCK 7932, INC.
X. XXXX, INC. ATLANTIC EXPRESS OF MISSOURI INC.
XXXXXXX EQUITY CORP. ATLANTIC EXPRESS OF L.A. INC.
METRO AFFILIATES, INC. JERSEY BUSINESS LAND CO., INC.
MIDWAY LEASING INC. JERSEY BUS SALES, INC.
CENTRAL NEW YORK COACH 201 WEST XXXXXXX REALTY, INC.
SALES & SERVICE, INC.
ATLANTIC-CHITTENANGO REAL
PROPERTY CORP.
By: /s/ XXXXXXX XXXXX
-------------------------
Name: Xxxxxxx Xxxxx
Title: President, Chief Executive Officer
THE BANK OF NEW YORK, as
Trustee and Secured Party
By: /s/ XXX XXXXX
-----------------------
Name: Xxx Xxxxx
Title: Vice President
Schedule I
Pledged Securities Owned By Atlantic Express Transportation Corp.
-----------------------------------------------------------------
Stock Percentage of
Stock Class of Certificate Number Outstanding
Issuer Stock Number Par Value of Shares Shares
----------- ---------- ------------ ----------- ---------- -------------
Atlantic-Chittenango common 1 None 100 100%
Real Property Corp.
Jersey Business Land Co., common 1 None 100 100%
Inc.
201 West Xxxxxxx Realty, common 1 None 100 100%
Inc.
Schedule II
Filing Offices
----------------
Debtor Name Jurisdictions Where UCC-1s Filed
---------------- -----------------------------------
Atlantic-Chittenango Secretary of State, New York
Real Property Corp. Richmond County, New York
Madison County, New York
Jersey Business Land Co., Inc. Secretary of State, New York
Richmond County, New York
Secretary of State, New Jersey
Burlington County, New York
201 West Xxxxxxx Realty, Inc. Secretary of State, California
Secretary of State, New York
Richmond County, New York
Schedule III
Location of Collateral
-------------------------
Atlantic-Chittenango Real Property Corp.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx Xxx Xxxx
Jersey Business Land Co., Inc.
0000 Xxxxx 000
Xxxxxxxxxx New Jersey
201 West Xxxxxxx Realty, Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, ATLANTIC-CHITTENANGO REAL PROPERTY CORP., a New York
corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997, among AETG, the Company and the
Restricted Subsidiaries (each as defined therein), in favor of The Bank of
New York (the "Secured Party"), as amended by the First Amendment to the
Security and Pledge Agreement, dated as of August 14, 1997, among the AETG,
the Company and the Restricted Subsidiaries (each as defined therein), in
favor of the Secured Party (the "Security Agreement"), pursuant to the
Indenture, dated as of February 4, 1997, among the Company, the Restricted
Subsidiaries (each as defined therein) and the Secured Party, as amended by
the First Supplemental Indenture dated as of August 14, 1997, among the
Company, Restricted Subsidiaries (each as defined therein and the Secured
Party) (the "Indenture"), and
(ii) effective on the date hereof becomes a party to the Security
Agreement, as a Restricted Subsidiary, with the same effect as if the
undersigned were an original signatory to the Security Agreement (with the
representations and warranties contained therein) being deemed to be made by
the undersigned Restricted Subsidiary as of the date hereof.
Terms defined in the Security Agreement and the Indenture shall have such
defined meanings when used herein.
By its acceptance hereof, each undersigned Restricted Subsidiary
hereby ratifies and confirms its respective obligations under the Guaranty,
as supplemented hereby.
ATLANTIC-CHITTENANGO REAL PROPERTY CORP.
By: /s/ XXXXXXX XXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: President, Chief Executive Officer
Date: December 12, 1997
ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, JERSEY BUSINESS LAND CO., INC., a New Jersey
corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997, among AETG, the Company and the
Restricted Subsidiaries (each as defined therein), in favor of The Bank of
New York (the "Secured Party"), as amended by the First Amendment to the
Security and Pledge Agreement, dated as of August 14, 1997, among the AETG,
the Company and the Restricted Subsidiaries (each as defined therein), in
favor of the Secured Party (the "Security Agreement"), pursuant to the
Indenture, dated as of February 4, 1997, among the Company, the Restricted
Subsidiaries (each as defined therein) and the Secured Party, as amended by
the First Supplemental Indenture dated as of August 14, 1997, among the
Company, the Restricted Subsidiaries (each as defined therein) and the
Secured Party (the "Indenture"), and
(ii) effective on the date hereof becomes a party to the Security
Agreement, as a Restricted Subsidiary, with the same effect as if the
undersigned were an original signatory to the Security Agreement (with the
representations and warranties contained therein) being deemed to be made by
the undersigned Restricted Subsidiary as of the date hereof.
Terms defined in the Security Agreement and the Indenture shall have such
defined meanings when used herein.
By its acceptance hereof, each undersigned Restricted Subsidiary
hereby ratifies and confirms its respective obligations under the Guaranty,
as supplemented hereby.
JERSEY BUSINESS LAND CO., INC.
By: /s/ XXXXXXX XXXXX
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: President, Chief Executive Officer
Date: December 12, 1997
ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, 201 WEST XXXXXXX REALTY, INC., a California
corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997, among AETG, the Company and the
Restricted Subsidiaries (each as defined therein), in favor of The Bank of
New York (the "Secured Party"), as amended by the First Amendment to the
Security and Pledge Agreement, dated as of August 14, 1997, among the AETG,
the Company and the Restricted Subsidiaries (each as defined therein), in
favor of the Secured Party (the "Security Agreement"), pursuant to the
Indenture, dated as of February 4, 1997, among the Company, the Restricted
Subsidiaries (each as defined therein) and the Secured Party, as amended by
the First Supplemental Indenture dated as of August 14, 1997, among the
Company, the Restricted Subsidiaries (each as defined therein) and the
Secured Party (the "Indenture"), and
(ii) effective on the date hereof becomes a party to the Security
Agreement, as a Restricted Subsidiary, with the same effect as if the
undersigned were an original signatory to the Security Agreement (with the
representations and warranties contained therein) being deemed to be made by
the undersigned Restricted Subsidiary as of the date hereof.
Terms defined in the Security Agreement and the Indenture shall have such
defined meanings when used herein.
By its acceptance hereof, each undersigned Restricted Subsidiary
hereby ratifies and confirms its respective obligations under the Guaranty,
as supplemented hereby.
201 WEST XXXXXXX REALTY, INC.
By: /s/ XXXXXXX XXXXX
------------------------------
Name: Xxxxxxx Xxxxx
Title: President, Chief Executive Officer
Date: December 12, 1997
