SECURITY AGREEMENTSecurity Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
This SECURITY AGREEMENT, dated as of March 3, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), is made by ATLANTIC EXPRESS TRANSPORTATION CORP., a New York corporation (the “Issuer”), and each Subsidiary (such capitalized term and other terms used in this Agreement to have the meanings set forth in Section 1) of the Issuer from time to time party to this Agreement (the “Subsidiary Guarantors” and, together with the Issuer, the “Debtors”), in favor of AIRLIE OPPORTUNITY CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, in its capacity as collateral agent (together with any successors thereto in such capacity, the “Collateral Agent”) for the benefit of the Noteholders (the Collateral Agent, and the Noteholders are hereinafter referred to as the “Secured Parties”).
EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 3, 2005 BY AND AMONG ATLANTIC EXPRESS TRANSPORTATION CORP. ATLANTIC EXPRESS TRANSPORTATION GROUP, INC. AND AIRLIE OPPORTUNITY CAPITAL MANAGEMENT, L.P.Equity Registration Rights Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
This Equity Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2005, by and among Atlantic Express Transportation Corp., a New York corporation (the “Company”), Atlantic Express Transportation Group, Inc., a Delaware corporation (“Parent”), and Airlie Opportunity Capital Management, L.P., a Delaware limited partnership (the “Investor”).
WAIVER AGREEMENTWaiver Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
WAIVER AGREEMENT (“Agreement”) dated as of January 5, 2005 by and between 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”), G.V.D. Leasing Co., Inc. a New Yo
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (“Intercreditor Agreement”) dated as of March 3, 2005 is by and among WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as successor to Congress Financial Corporation, a Delaware corporation, as Revolving Loan Agent (as defined below) for the Revolving Loan Lenders (as defined below), THE BANK OF NEW YORK, a New York banking corporation, as collateral agent for the Trustee (as defined below) and the Noteholders (as defined below) (in such capacity, together with its successors and assigns, if any, in such capacity, the “Noteholder Collateral Agent”) and, Airlie Opportunity Capital Management, L.P. as collateral agent for the Third Priority Noteholders (as defined below) (in such capacity, together with its successors and assigns, if any, in such capacity, the “Third Priority Collateral Agent”). Revolving Loan Agent, Noteholder Collateral Agent and Third Priority Agent are sometimes individually referred to herein as a
NOTE AND WARRANT PURCHASE AGREEMENT among ATLANTIC EXPRESS TRANSPORTATION CORP., the entities identified herein asNote and Warrant Purchase Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
Amendment No. 5, dated as of March 3, 2005, by and among Wachovia Bank, National Association, successor to Congress Financial Corporation, in its capacity as agent (in such capacity, “Agent”) acting for and on behalf of Lenders (as hereinafter defined), 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 c
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
Amendment No. 4, dated as of January 5, 2005, by and among Congress Financial Corporation, in its capacity as agent (in such capacity, “Agent”) acting for and on behalf of Lenders (as hereinafter defined), 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
Atlantic Express Transportation Group Inc. Atlantic Express Transportation Corp. 7 North Street Staten Island, NY 10302Atlantic Express Transportation Corp • March 7th, 2005 • Local & suburban transit & interurban hwy passenger trans
Reference is made to your fourth amended and restated employment agreement dated as of November 25, 2003, as amended by the letter dated April 20, 2004 (as amended, the “Agreement”) and more specifically to Section 2.6 of the Agreement concerning your Performance Bonus.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 7th, 2005 • Atlantic Express Transportation Corp • Local & suburban transit & interurban hwy passenger trans • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 3, 2005, among Atlantic Express Transportation Corp., a New York corporation (the “Company”), the Guarantors named herein, as guarantors, and The Bank of New York, as Trustee and Collateral Agent (the “Trustee”).
Atlantic Express Transportation Group Inc. Atlantic Express Transportation Corp. 7 North Street Staten Island, NY 10302Atlantic Express Transportation Corp • March 7th, 2005 • Local & suburban transit & interurban hwy passenger trans
Reference is made to your Fourth Amended and Restated Employment Agreement dated as of November 25, 2003, as amended by the letter dated April 20, 2004 and by the letter dated January 13, 2005 (as amended, the “Agreement”).
