Exhibit 10.18
ATLANTIC EXPRESS TRANSPORTATION CORP.
$150,000,000 10 3/4% Senior Secured Notes due 2004
ASSUMPTION AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
December 12, 1997
XXXXXXXXX & COMPANY, INC.
00000 Xxxxx Xxxxxx Xxxxxxxxx
00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
ATLANTIC EXPRESS TRANSPORTATION CORP., a New York corporation (the
"Company"), issued and sold to Jefferies & Company, Inc. (the "Original
Purchaser"), upon the terms set forth in a Purchase Agreement, dated February 4,
1997 (the "Original Purchase Agreement") $110,000,000 aggregate principal amount
of the Company's 10 3/4% Senior Secured Notes due 2004, Series A, including the
guarantees endorsed thereon (the "Original Notes"), and upon the terms set forth
in a Purchase Agreement, dated August 7, 1997 (the "Additional Purchase
Agreement"), $40,000,000 aggregate principal amount of the Company's 10 3/4%
Senior Secured Notes due 2004, Series A, including the guarantees endorsed
thereon (the "Additional Notes").
The Company has recently incorporated the following three wholly owned
subsidiaries: Atlantic-Chittenango Real Property Corp., a New York corporation,
Jersey Business Land Co., Inc., a New Jersey corporation, and 201 West Xxxxxxx
Realty, Inc., a California corporation (the "Additional Subsidiaries"). Each of
the Additional Subsidiaries hereby agrees with you as follows:
1. Registration Rights Agreement. Each of the Additional
Subsidiaries:
(a) hereby agrees to all of the provisions of the Registration
Rights Agreement, dated February 4, 1997 (the "Registration Rights
Agreement") among the
Company, each of the Guarantors named therein and the Original Purchaser (as
amended, supplemented or otherwise modified prior to the date hereof); and
(b) effective on the date hereof becomes a party to the Registration
Rights Agreement, as a Guarantor, with the same effect as if such Additional
Subsidiary were an original signatory to the Registration Rights Agreement (with
the representation and warranties contained therein being deemed to be made by
such signatory as of the date hereof).
2. Purchase Agreement. Each of the Additional Subsidiaries agrees
that, as provided in the Additional Purchase Agreement, holders of the
Additional Notes (including subsequent transferees) will have the same
registration rights as the registration rights accorded to the holders of the
Original Notes, as such rights were set forth in the Registration Rights
Agreement.
3. Obligations of Additional Subsidiaries. The obligations of the
Additional Subsidiaries under the Registration Rights Agreement are identical to
the obligations of the Guarantors thereunder, whether the latter obligations
arose prior to, contemporaneously with, or after the date hereof.
4. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York (without giving
effect to any principles of conflicts of law).
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
GUARANTORS
ATLANTIC-CHITTENANGO REAL JERSEY BUSINESS LAND CO., INC.
PROPERTY CORP.
By: /s/Xxxxxxx Xxxxx By: /s/Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title:President, Chief Executive Title:President, Chief Executive
Officer Officer
201 WEST XXXXXXX REALTY, INC.
By: /s/Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:President, Chief Executive Officer
