SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among ATLANTIC EXPRESS TRANSPORTATION CORP. and the other parties named on the signature pages hereto as Borrowers and Jersey Bus Sales, Inc. Central New York Reorganization Corp. as...Loan and Security Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
This Second Amended and Restated Loan and Security Agreement dated April 22, 2004 is entered into by and among Atlantic Express Transportation Corp. a New York corporation (“AETC”), Amboy Bus Co., Inc., a New York corporation (“Amboy”), Atlantic Express Coachways, Inc., a New Jersey corporation (“Coachways”), Atlantic Express of L.A., Inc. a California corporation (“AELA”), Atlantic Express of Missouri Inc,. a Missouri corporation (“AE Missouri”), Atlantic Express of New Jersey, Inc., a New Jersey corporation (“AENJ”), Atlantic Express of Pennsylvania, Inc., a Delaware corporation (“AEP”), Atlantic-Hudson, Inc. a New York corporation (“AH”), Atlantic Paratrans, Inc. a New York corporation (“AP”), Atlantic Paratrans of NYC, Inc. a New York corporation (“APNY”), Atlantic Queens Bus Corp. a New York corporation (“AQ”), Block 7932, Inc. a New York corporation (“Block”), Brookfield Transit Inc., a New York corporation (“Brookfield”), Courtesy Bus Co., Inc., a New York corporation (“Courtesy
ATLANTIC EXPRESS TRANSPORTATION CORP. Warrants to Purchase Common Shares WARRANT AGREEMENT Dated as of April 22, 2004 THE BANK OF NEW YORK Warrant AgentWarrant Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
Warrant, the Owner hereby certifies (i) the Definitive Warrant is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Warrants and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Warrant Agreement and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Warrant is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
ATLANTIC EXPRESS TRANSPORTATION CORP. $105,000,000 12% Senior Secured Notes due 2008 $10,000,000 Senior Secured Floating Rate Notes due 2008 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
Atlantic Express Transportation Corp., a New York corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated April 16, 2004, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), 115,000 units (the “Units”), consisting of 105,000 senior secured units, each senior secured unit consisting of: (i) $1,000 principal amount at maturity of 12% senior secured notes due 2008 of the Company (the “Senior Secured Notes”) and (ii) one warrant (a “Warrant”) to purchase one share of common stock of the Company, no par value per share (the “Common Stock”), and 10,000 senior secured floating rate units, each senior secured floating rate unit consisting of: (i) $1,000 principal amount at maturity of senior secured floating rate notes due 2008 of the Company (the “Senior Secured Floating Rate Notes”) (each Senior Secured Note and Senior
EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2004 BY AND AMONG ATLANTIC EXPRESS TRANSPORTATION CORP. ATLANTIC EXPRESS TRANSPORTATION GROUP, INC. AND JEFFERIES & COMPANY, INC.Equity Registration Rights Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
This Agreement is made pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of April 16, 2004, by and among the Company, the Guarantors named therein and the Initial Purchaser. To induce the Initial Purchaser to purchase the Units, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 3 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of November 25, 2003 (the “Agreement”) among Atlantic Express Transportation Group Inc., a New York corporation (“Group”), Atlantic Express Transportation Corp., a New York corporation (the “Company”), and Domenic Gatto (the “Executive”).
BOARD OF EDUCATION OF THE CITY OF NEW YORK EXTENSION AND ELEVENTH AMENDMENT OF CONTRACT FOR SPECIAL EDUCATION PUPIL TRANSPORTATION SERVICESContract for Special Education Pupil Transportation Services • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans
Extension and Eleventh Amendment Agreement made and entered into on the date expressed at the end hereof by and between the BOARD OF EDUCATION OF THE CITY SCHOOL DISTRICT OF THE CITY OF NEW YORK (hereinafter expressed as “Board of Education,” “Board” or “BOE”), with principal headquarters located at 110 Livingston Street, Brooklyn, NY 11201, and the Contractor whose name, address and authorized signature appear at the end hereof (hereinafter expressed as “Contractor”).
ContractAdvisory Services Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
Advisory Services Agreement dated as of December 24, 2003 (this “Agreement”), among (i) Atlantic Express Transportation Group Inc. and Atlantic Express Transportation Corp., each a New York corporation (together, the “Company”), and (ii) GSCP, Inc. (“GSCP”) ( “Advisor”).
Atlantic Express Transportation Group Inc. Atlantic Express Transportation Corp.Employment Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans
Reference is made to your fourth amended and restated employment agreement dated as of November 25, 2003 (the “Agreement”) and more specifically to Section 2.4 of the Agreement concerning your Exit Bonus.
INDENTURE, Dated as of April 22, 2004, AMONG ATLANTIC EXPRESS TRANSPORTATION CORP., as Issuer, THE BANK OF NEW YORK, as Trustee and Collateral Agent, AND THE GUARANTORS NAMED HEREIN, as Guarantors, $105,000,000 12% Senior Secured Notes due 2008...Indenture • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
INDENTURE, dated as of April 22, 2004, among Atlantic Express Transportation Corp., a New York corporation (the “Company”), the Guarantors (as herein defined) and The Bank of New York, a New York banking corporation, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
EMPLOYMENT AGREEMENT dated as of September 2, 2003 (the “Agreement”) among Atlantic Express Transportation Group Inc., a New York corporation (“Group”), Atlantic Express Transportation Corp., a New York corporation (the “Company”), and Neil J. Abitabilo (the “Executive”).
BOARD OF EDUCATION OF THE CITY OF NEW YORK EXTENSION AND NINTH AMENDMENT OF CONTRACT FOR TRANSPORTATION OF GENERAL EDUCATION PUPILS TO PUBLIC AND NONPUBLIC SCHOOLS IN THE CITY OF NEW YORKContract for Transportation of General Education Pupils • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans
Extension and Ninth Amendment Agreement made and entered into on the date expressed at the end hereof by and between the BOARD OF EDUCATION OF THE CITY SCHOOL DISTRICT OF THE CITY OF NEW YORK (hereinafter expressed as “Board of Education,” “Board” or “BOE”), with principal headquarters located at 110 Livingston Street, Brooklyn, NY 11201, and the Contractor whose name, address and authorized signature appear at the end of this document (hereinafter expressed as “Contractor”).
ContractStockholders Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
Stockholders Agreement dated as of December 24, 2003 (this “Agreement”), among (i) Atlantic Express Transportation Group Inc., a New York corporation (the “Company”) and (ii) all Persons receiving shares of the Common Stock (as hereinafter defined) of the Company pursuant to the Plan (as hereinafter defined), including without limitation the parties identified on the signature pages hereof and any parties identified on the signature pages of any joinder agreements executed and delivered pursuant to Section 8.2 of this Agreement (each an “Investor”, and together, the “Investors”).
Retention AgreementRetention Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
MEMORANDUM OF UNDERSTANDING BETWEEN THE NEW YORK CITY DEPARTMENT OF EDUCATION AS SUCCESSOR IN INTEREST TO THE BOARD OF EDUCATION OF THE CITY OF NEW YORK, AND SCHOOL BUS TRANSPORTATION CONTRACTORS RECITALSMemorandum of Understanding • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans
TAX SHARING AGREEMENTTax Sharing Agreement • June 23rd, 2004 • Atlantic Paratrans of Arizona, Inc. • Local & suburban transit & interurban hwy passenger trans • New York
TAX SHARING AGREEMENT (the “Agreement”), dated as of December 22, 2000, between Atlantic Express Transportation Group Inc., a New York Corporation (“AETG”) and Atlantic Express Transportation Corp., a New York Corporation (“AETC”).
