Exhibit 10.40
SIXTH AMENDMENT
TO THE
SECURITY AND PLEDGE AGREEMENT, WITH ADDENDA
Sixth Amendment, dated as of February 26, 2002 (the "Sixth 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 (as defined below) for the benefit of the holders of the Notes (as
defined below) (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, the Second Amendment to the Security and Pledge Agreement,
dated as of December 12, 1997, the Third Amendment to the Security and Pledge
Agreement, dated as of April 28, 1999, the Fourth Amendment to the Security and
Pledge Agreement, dated as of December 22, 2000, and the Sixth Amendment to the
Security and Pledge Agreement, dated as of August 15, 2001, each 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
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Name: Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: President Title: President
GUARANTORS
AIRPORT SERVICES, INC. COURTESY BUS CO., INC.
AMBOY BUS CO., INC. XXXXX BUS SERVICE, INC.
ATLANTIC-CHITTENANGO REAL GROOM TRANSPORTATION, INC.
PROPERTY CORP. G.V.D. LEASING CO., INC.
ATLANTIC-CONN TRANSIT, INC. XXXXX XXXXXXX LIMO SERVICE, INC.
ATLANTIC EXPRESS COACHWAYS, INC. JERSEY BUS SALES, INC.
ATLANTIC EXPRESS NEW ENGLAND, INC. JERSEY BUSINESS LAND CO., INC.
ATLANTIC EXPRESS OF CALIFORNIA, INC. X. XXXX, INC.
ATLANTIC EXPRESS OF ILLINOIS, INC. XXXXXXXX TRANSPORTATION, INC.
ATLANTIC EXPRESS OF L.A., INC. METRO AFFILIATES, INC.
ATLANTIC EXPRESS OF MISSOURI, INC. METROPOLITAN ESCORT SERVICE, INC.
ATLANTIC EXPRESS OF NEW JERSEY, INC. MERIT TRANSPORTATION CORP.
ATLANTIC EXPRESS OF MIDWAY LEASING INC.
PENNSYLVANIA, INC. MOUNTAIN TRANSIT, INC.
ATLANTIC EXPRESS OF SOUTH XXXXXXX BUS SERVICE, INC.
CAROLINA, INC. XXXXXXX CAPITAL CORP.
ATLANTIC-XXXXXX, INC. XXXXXXX EQUITY CORP.
ATLANTIC MEDFORD, INC. X. XXXXX BUS SERVICE, INC.
ATLANTIC PARATRANS, INC. XXXXXX X. XXXXXXXX & SON, INC.
ATLANTIC PARATRANS OF ARIZONA, INC. STATEN ISLAND BUS, INC.
ATLANTIC PARATRANS OF COLORADO, INC. TEMPORARY TRANSIT SERVICE, INC.
ATLANTIC PARATRANS OF KENTUCKY, INC. T-NT BUS SERVICE, INC.
ATLANTIC PARATRANS OF NYC, INC. TRANSCOMM, INC.
ATLANTIC PARATRANS OF WINSALE, INC.
PENNSYLVANIA, INC. WRIGHTHOLM BUS LINE, INC.
ATLANTIC TRANSIT, CORP. 180 JAMAICA CORP.
BLOCK 7932, INC. 201 WEST XXXXXXX REALTY, INC.
BROOKFIELD TRANSIT INC.
CENTRAL NEW YORK COACH SALES &
SERVICE, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: President
THE BANK OF NEW YORK, as
Trustee and Secured Party
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
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Name: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
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Title: Vice President
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