Exhibit 10.19
FIRST AMENDMENT
TO THE
SECURITY AND PLEDGE AGREEMENT, WITH ADDENDA
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First Amendment, dated as of August 14, 1997 (the "Amendment"), to the
Security and Pledge Agreement, dated as of February 4, 1997 (the "Security and
Pledge Agreement"), among Atlantic Express Transportation Group Inc. (together
with its successors and assigns, "AETG") a New York corporation, 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 to the Security and Pledge Agreement (collectively,
together with their permitted successors and assigns, the "Restricted
Subsidiaries"), 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"). Capitalized terms not defined herein shall have
the respective meaning set forth for such terms in the Security and Pledge
Agreement.
WHEREAS, the parties to Security and Pledge Agreement desire to amend
the Security and Pledge 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. The term "Notes" as defined in the Security and Pledge Agreement
is hereby amended and restated in its entirety as follows:
"'Notes' shall mean the 10 3/4% Senior Secured Notes due 2004 of
the Company, in the aggregate principal amount of up to
$150,000,000."
2. The term "Indenture" as defined in the Security and Pledge
Agreement is hereby amended and restated in its entirety as follows:
"'Indenture' shall mean the Indenture, dated February 4, 1997, as
amended from time to time, among the Company, the Restricted
Subsidiaries and the Secured Party."
3. Article II of the Security and Pledge Agreement is hereby
amended to add the following language following Section 2.3
"2.4 NOTES EQUALLY AND RATABLY SECURED
Each Note will be equally and ratably secured with each other
Note hereunder, regardless of the date of issuance of such Note."
4. Schedules I, II, III and 3.9 shall hereby be amended to include
the information set forth on such corresponding Schedules attached hereto.
5. Except as herein amended, all terms, provisions and conditions of
the Security and Pledge 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.
6. This Amendment may be executed in any number of identical
counterparts, each of which shall for all purposes be deemed an original and all
of which constitute, collectively, one agreement.
7. 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).
8. In the event of a conflict between the terms and conditions of
the Security and Pledge Agreement and the terms and conditions of this
Amendment, then the terms and conditions of this Amendment shall prevail.
2
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. TRANSPORATION CORP.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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AMBOY BUS CO., INC. COURTESY BUS CO., INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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STATEN ISLAND BUS, INC. X. XXXX, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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XXXXXXX CAPITAL CORP. XXXXXXX EQUITY CORP.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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METROPOLITAN ESCORT SERVICE, INC. METRO AFFILIATES, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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MERIT TRANSPORTATION CORP. MIDWAY LEASING INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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TEMPORARY TRANSIT SERVICE, INC. BROOKFIELD TRANSIT INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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ATLANTIC-XXXXXX, INC. ATLANTIC PARATRANS, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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180 JAMAICA CORP. BLOCK 7932, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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ATLANTIC EXPRESS COACHWAYS, INC. ATLANTIC-CONN. TRANSIT, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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ATLANTIC EXPRESS OF PENNSYLVANIA, ATLANTIC EXPRESS OF MISSOURI
INC. INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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ATLANTIC PARATRANS OF KENTUCKY XXXXXXX BUS SERVICE, INC..
INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: PRESIDENT
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G.V.D. LEASING CO., INC. JERSEY BUS SALES, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: PRESIDENT Title: VICE PRESIDENT
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CENTRAL NEW YORK COACH & SERVICES, ATLANTIC EXPRESS OF L.A. INC.
INC
By: /S/ XXXXXXX XXXXX By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX Name: XXXXXXX XXXXX
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Title: VICE PRESIDENT Title: PRESIDENT
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THE BANK OF NEW YORK, as
Trustee and Secured Party
By: /S/ XXX XXXXX
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Name: XXX XXXXX
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Title: VICE PRESIDENT
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ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, CENTRAL NEW YORK COACH SALES & SERVICE, INC., a New
York corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Security Agreement"), made by AETG, the
Company and the Restricted Subsidiaries (each as defined therein), in favor of
The Bank of New York (the "Secured Party") pursuant to the Indenture, dated as
of February 4, 1997 among the Company, the Restricted Subsidiaries 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.
CENTRAL NEW YORK COACH SALES & SERVICE, INC.
By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX
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Title: VICE PRESIDENT
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Date: August 14, 1997
ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, JERSEY BUS SALES, INC., a New Jersey corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Security Agreement"), made by AETG, the
Company and the Restricted Subsidiaries (each as defined therein), in favor of
The Bank of New York (the "Secured Party") pursuant to the Indenture, dated as
of February 4, 1997 among the Company, the Restricted Subsidiaries 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 BUS SALES, INC.
By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX
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Title: VICE PRESIDENT
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Date: August 14, 1997
ADDENDUM TO SECURITY AND PLEDGE AGREEMENT
The undersigned, ATLANTIC EXPRESS OF L.A. INC., a California
corporation:
(i) agrees to all of the provisions of the Security and Pledge
Agreement, dated as of February 4, 1997 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Security Agreement"), made by AETG, the
Company and the Restricted Subsidiaries (each as defined therein), in favor of
The Bank of New York (the "Secured Party") pursuant to the Indenture, dated as
of February 4, 1997 among the Company, the Restricted Subsidiaries 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 EXPRESS OF L.A. INC.
By: /S/ XXXXXXX XXXXX
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Name: XXXXXXX XXXXX
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Title: PRESIDENT
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Date: August 14, 1997
