Exhibit 4.2

NOTE AND WARRANT PURCHASE AGREEMENT

among

ATLANTIC EXPRESS TRANSPORTATION CORP.,

the entities identified herein as

GUARANTORS, and

AIRLIE OPPORTUNITY CAPITAL MANAGEMENT, L.P.

March 3, 2005

Table of Contents

THIS NOTE AND WARRANT PURCHASE AGREEMENT is made as of the 3rd day of March, 2005 by and among (i) Atlantic Express Transportation Corp., a New York corporation (collectively with its successors and assigns, the “Company”), (ii) the Guarantors (as herein defined), and (iii) Airlie Opportunity Capital Management, L.P., a Delaware limited partnership (“Airlie”).

RECITALS

Pursuant to that certain Second Amended and Restated Loan and Security Agreement dated April 22, 2004 as amended through the date hereof (the “Credit Agreement”) among the Company and certain of its subsidiaries, as Borrowers (the “Borrowers”); certain other subsidiaries of the Company, as Guarantors; the Persons identified therein as “Lenders” (the “Lenders”); and Congress Financial Corporation (“Congress”), as Agent; the Borrowers are indebted to the Lenders in an aggregate principal amount of up to $30,000,000 (the “Credit Facility”).

The Company also has outstanding on the date hereof $115,000,000 in aggregate principal amount of notes consisting of $105,000,000 in aggregate principal amount of 12% Series A Senior Secured Notes due 2008 and $10,000,000 in aggregate principal amount of 12% Series A Senior Secured Floating Rate Notes due 2008 (collectively, the “Existing Notes”), issued under that certain Indenture dated as of April 22, 2004 among the Company, the Company’s subsidiaries identified therein as “Guarantors” (the “Guarantors”) and The Bank of New York, as Trustee and Collateral Agent, providing, inter alia, for the issuance of the Existing Notes (as amended and supplemented through the date hereof and to be amended and supplemented through the Closing Date, the “Indenture”). The Existing Notes are guaranteed (the “Existing Guarantees”) by the Guarantors. In connection with their acquisition of the Existing Notes, pursuant to that certain Warrant Agreement dated as of April 22, 2004 between the Company and The Bank of New York, as Warrant Agent (the “Existing Warrant Agreement”), the Company issued to the holders of the Existing Notes warrants to purchase up to an aggregate of 115,000 shares of the Company’s common stock, par value $.01 per share, subject to certain anti-dilution provisions set forth therein (the “Existing Warrants”).

Pursuant to the Credit Agreement, the amounts due to the Lenders under the Credit Facility are secured by first priority liens on certain assets and properties of the Company and its subsidiaries identified in the Credit Agreement as “Collateral” on which holders of the Existing Notes hold a second priority lien, and by second priority liens on certain other items of Collateral which are subject to first priority liens in favor of the holders of the Existing Notes. Pursuant to the Indenture and the documents identified therein as “Security Documents” (the “Existing Security Documents”), the amounts due under the Existing Notes and the Existing Guarantees are secured by first priority liens on certain items of Collateral on which the Lenders hold a second priority lien, and by second priority liens on certain other items of Collateral which are subject to first priority liens in favor of the Lenders. Provisions governing the respective priorities of the liens on the Collateral in favor of the Lenders and the holders of the Existing Notes, among other things, are set forth in that certain Intercreditor Agreement dated as of April 22, 2004 (the “Intercreditor Agreement”) between Congress, as Agent under the Credit Agreement, and The Bank of New York, as Collateral Agent under the Indenture and the Existing Security Documents.

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Subject to the terms and conditions set forth herein, the Company has committed to issue and sell to Airlie, as the initial Holder hereunder, one or more senior secured notes together with warrants to purchase shares of the Company’s common stock for an aggregate purchase price of Fifteen Million Dollars ($15,000,000.00). The obligations of the Company under such notes will be guaranteed by the Guarantors and secured by third priority liens on the Collateral, as herein provided, subject to the first and second priority liens thereon in favor of the Lenders and holders of the Existing Notes.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

PROVISIONS

In consideration of the premises and the covenants herein, the Company, the Guarantors and Airlie, as the initial Holder, agree as set forth below.

ARTICLE 1

The Warrant

Section 1.1                                       Stock Purchase Warrant .  At Closing, the Company will issue and sell, and Airlie, as the initial Holder, will purchase, a Stock Purchase Warrant in the form of Exhibit 1.1 hereto (collectively with all modifications, extensions, renewals and replacements thereof and therefor, the “Warrant”), initially to acquire 40,725 shares of the Company’s authorized but unissued common stock (“Warrant Shares”), constituting five percent (5.0%) of the total outstanding capital stock of the Company on a fully diluted basis on the Closing Date, with such number of Warrant Shares being subject to certain anti-dilution and other adjustments and provisions set forth or incorporated by reference in the Warrant.

Section 1.2                                       Registration .  Without limiting in any way the generality of the foregoing, each Holder shall be entitled to have its Warrant Shares registered with the Securities and Exchange Commission under the Equity Registration Rights Agreement dated the date hereof in the form attached as Exhibit 1.2 hereto among the Company, its parent, Atlantic Express Transportation Group Inc. and Holder (the “Registration Rights Agreement”).

Section 1.3                                       Replacement Warrant .  If a mutilated Warrant is surrendered to the Company by a Holder and the Company receives evidence to its satisfaction of the destruction, loss or theft of the Warrant, the Company shall issue a replacement Warrant to such Holder.  If required by the Company, an indemnity bond must be supplied by such Holder that is sufficient in the judgment of the Company to protect the Company from any loss that it may suffer if the Warrant is replaced.  The Company may charge for its expenses in replacing the Warrant.

ARTICLE 2

The Notes

Section 2.1                                       Issuance of Notes .  At the Closing, the Company will issue and sell to Airlie ,as the initial Holder, and Airlie will purchase from the Company a third priority senior

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secured promissory note (collectively, with all modifications, extensions, renewals and replacements thereof and therefor, the “Note”), in the form attached hereto as Exhibit 2.1 . The Note and the PIK Notes (defined below) are sometimes referred to collectively herein as the “Notes”.  The terms and provisions contained in the forms of the Notes annexed hereto as Exhibit 2.1 and Exhibit 2.5 shall constitute, and are hereby expressly made, a part of this Agreement, and the Company and the Guarantors, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.

Section 2.2                                       Guarantees .  At Closing, and as a condition to Airlie’s obligation as the initial Holder to purchase the Notes and the Warrant, the Guarantors shall execute and deliver this Agreement including the undertakings set forth in Article 8 hereof (the “Guarantees”).

Section 2.3                                       Collateral .  The Company’s and the Guarantors’ obligations hereunder and under the Notes and the Guarantors’ obligations under the Guarantees shall be secured by a third priority lien in favor of the Holders on each of the items of Collateral in which the Lenders and the holders of the Existing Notes were granted a first or second priority lien pursuant to the Credit Agreement or the Existing Security Documents, respectively, other than the Noteholder Motor Vehicle Collateral. Such third priority liens shall be granted at the Closing pursuant to a Security Agreement to be executed and delivered by the Company, the Guarantors and Airlie, as the initial Holder, in the form of Exhibit 2.3 hereto, and shall be subordinate only to prior liens granted by the Company and the Guarantors to (a) the Lenders to secure their respective obligations under the Credit Agreement; and (b) to the Collateral Agent on behalf of the holders of the Existing Notes to secure their respective obligations under the Indenture and the Existing Security Documents and Permitted Liens.

Section 2.4                                       Pari Passu .  For purposes of any covenant, amendment or waiver, or for any other issue for which the vote or consent of the holders of the Existing Notes is required or sought under the Indenture, the Note and the PIK Notes will be treated as “Notes” under the Indenture as if they were Existing Notes, and each Holder will have a proportionate right to vote on such issues, other than with respect to registration rights applicable to the Existing Notes.

Section 2.5                                       Interest .  Interest on the unpaid principal amount of the Note shall accrue at a rate of ten percent (10.0%) per annum (“Base Interest”), and additional interest (“PIK Interest”) on the unpaid principal amount of the Note shall accrue at a rate of one percent (1.0%) per annum (“PIK Interest”), in each case from the date of issuance of the Note until the entire principal amount thereof shall have been paid in full, such Base Interest and PIK Interest to be calculated and payable as and when provided in the Note. PIK Interest and Additional PIK Interest (as defined in the Note) shall be payable by the Company by issuing additional promissory notes (“PIK Notes”) to the Holders on each Interest Payment Date in the principal amount of the PIK Interest or Additional PIK Interest then due and payable, as provided in the Note. The PIK Notes will be issued in the form attached as Exhibit 2.5 .

Section 2.6                                       Holder Lists .  The Company shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Holders.  The Company shall furnish to any Holder at such times as such Holder may request in

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writing a list as of such date and in such form as such Holder may reasonably request of the names and addresses of each Holder.

Section 2.7                                       Transfer and Exchange .  Subject to compliance with the provisions of this Section 2.7 and of Section 2.10 below, any Holder may transfer all or any portion of the Notes held by it any time, and upon issuance of new Notes to the transferee thereof as herein provided, such transferee shall be entitled to all of the rights and have all of the obligations of a Holder hereunder.  When Notes are presented to the Company with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Company shall register in its records the transfer or make the exchange and issue a new Note or Notes equal in aggregate principal amount to the aggregate principal amount of the Notes so transferred or exchanged, as requested; provided , however , that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing.  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.9 , 4.8 or 4.9, in which event the Company shall responsible for the payment of such taxes).

Section 2.8                                       Replacement Notes .  If a mutilated Note or PIK Note is surrendered to the Company or if the Holder thereof claims in writing that such Note or PIK Note has been lost, destroyed or wrongfully taken, then, the Company shall issue a replacement Note or PIK Note, as the case may be, of like tenor and principal amount. Except with respect to mutilated Notes, if required by the Company, such Holder must provide an affidavit of lost certificate and an indemnity bond or other indemnity, sufficient in the judgment of the Company, to protect the Company from any loss which it may suffer if any such Note is replaced. The Company may charge such Holder for its reasonable out-of-pocket expenses in replacing a Note, including reasonable fees and expenses of its counsel. Every replacement Note shall constitute an additional obligation of the Company, entitled to the benefits of this Agreement.

Section 2.9                                       Redemption .  The Company may, at its option, redeem all, but not less than all, of the outstanding Notes, at any time before maturity. If the Company elects to redeem the Notes hereunder, it shall, at least thirty (30) but not more than sixty (60) days before the Redemption Date, mail or cause to be mailed to each Holder a notice of redemption by first class mail, postage prepaid, stating the Redemption Date; the Redemption Price and the amount of accrued interest, if any, to be paid thereon; and the place where the Notes must be surrendered to the Company to collect the Redemption Price plus accrued interest, if any. Once notice of redemption of the Notes is mailed in accordance with this Section 2.9 , the Notes shall become irrevocably due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any, to the Redemption Date. Upon surrender to the Company for redemption hereunder, the Notes shall be paid at the Redemption Price plus accrued interest thereon to the Redemption Date, but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to the Holders at the close of business on the relevant Interest Payment Dates referred to in the Notes. Not later than 10:00 a.m. local time in the place of payment on the Redemption Date, the Company shall pay to the Holders the Redemption Price

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plus accrued interest, if any, for all of the Notes duly surrendered in immediately available funds. Unless the Company defaults in the payment of such Redemption Price plus accrued interest, if any, as and when provided hereunder, interest on the Notes shall cease to accrue on and after the applicable Redemption Date, whether or not the Notes are presented for payment.

Section 2.10                                 Transfer Restrictions

(a)                                   Each Holder, by acceptance of any Note, acknowledges that such Note is being acquired solely for such Holder’s own account and not as a nominee for any other party, and for investment, and that such Holder will not offer, sell or otherwise dispose of such Note except under circumstances that will not result in a violation of the Securities Act or any state securities laws. Each Holder of a Note, by acceptance thereof, hereby acknowledges that it must bear the economic risk of this investment indefinitely unless such Note is registered pursuant to the Securities Act, or an exemption from registration is available. Each Holder represents and warrants that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act; that it has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities; and that it has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

(b)                                  The Notes shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.  SUCH SECURITIES AND ANY INTEREST HEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

(c)                                   By its acceptance of any Note bearing the foregoing legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Agreement and such legend and agrees that it shall transfer such Note only as provided in this Agreement.

ARTICLE 3

Representations and Warranties

To induce the Holders to enter into the transactions contemplated herein and purchase the Notes and the Warrant, the Company and each of the Guarantors represents and warrants to the Holders as set out below. All representations and warranties in this Article shall refer to facts as they exist on the date hereof and on the Closing Date and shall survive the Closing to the extent provided in Section 3.4 .

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Section 3.1                                       Due Organization; Authority; Binding Obligations .   The Company and each of the Guarantors is a corporation duly organized and in existence under the laws of the state of its incorporation. The Company has full power and authority to enter into this Agreement and the other Transaction Documents to be entered into by it hereunder, to issue and sell the Warrant and the Notes and to carry out the provisions hereof and thereof. Each of the Guarantors has full power and authority to enter into this Agreement, the Guaranty and the other Transaction Documents to which it is a party, to incur its obligations hereunder and thereunder, and to carry out the provisions hereof and thereof. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which it is a party, and consummation of the Contemplated Transactions (a) have been duly authorized, (b) are not in contravention of law or the terms of the Company’s or any Guarantor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which the Company or any Guarantor is a party or by which the Company or any Guarantor or its property are bound and (c) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of the Company or any Guarantor other than in favor of the Holders or as permitted hereunder.  This Agreement, the Notes and the other Transaction Documents to which the Company or any Guarantor is a party constitute legal, valid and binding obligations of the Company and such Guarantor enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought.

Section 3.2                                       Liens .  The security interests and liens granted to the Holders under this Agreement and the Security Documents will, upon completion of the Mortgage Perfection and upon the filing with the Office of the Secretary of State of the jurisdiction of incorporation of each of the Company and the Guarantors of Form UCC-1 financing statements with respect to each such debtor, naming the Collateral Agent as secured party with respect to the Collateral held by such debtor, constitute valid and perfected third priority liens and security interests in and upon the Collateral subject only to the liens securing the Credit Facility or the Existing Notes, and Permitted Liens.

Section 3.3                                       Accuracy and Completeness of Information .  All information furnished by or on behalf of the Company or any Guarantor in writing to any Holder in connection with this Agreement or any of the other Transaction Documents or any of the Contemplated Transactions, including all information on the Information Certificate, is true and correct in all material respects on the date as of which such information is dated or certified and does not omit any material fact necessary in order to make such information not misleading.  All reports and other information required by law to have been filed by or on behalf of the Company with the Commission have been so filed, and all reports and other information filed with the Commission by or on behalf of the Company (whether or not such filing is required by law) are complete and accurate in all material respects.

Section 3.4                                       Survival of Warranties; Cumulative .  All representations and warranties contained in this Agreement or any of the other Transaction Documents shall survive

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the execution and delivery of this Agreement and shall expire on the first anniversary of the Closing Date, except that the representations and warranties contained in Section 3.1 shall expire at the end of the applicable statutory limitations period. All representations and warranties contained in this Agreement or any of the other Transaction Documents shall be conclusively presumed to have been relied on by the Holders regardless of any investigation made or information possessed by any of them.  The representations and warranties set forth herein shall be cumulative and in addition to any other representations or warranties which the Company or any Guarantor shall now or hereafter give, or cause to be given, to the Holders.

ARTICLE 4

Closing Deliveries

Section 4.1                                       Deliveries by the Company .  At the Closing, the Company shall deliver to Airlie, as the initial Holder, the following, in form and substance satisfactory to Airlie:

(a)                                   This Agreement, the Note, the Security Agreement, the Warrant and the Registration Rights Agreement, in each case duly executed by the Company and the Guarantors party thereto;

(b)                                  A fully executed amendment or supplement to the Indenture, in form and substance reasonably satisfactory to Airlie, reflecting such amendments and additions as may be necessary or advisable to reflect the Contemplated Transactions;

(c)                                   Evidence satisfactory in form and substance to Airlie that the Lenders shall have consented to the Contemplated Transactions to the extent required under the Credit Agreement, and that all consents required under the Indenture from the holders of the Existing Notes and from any other Persons have been obtained and are in effect;

(d)                                  The following documents, duly certified, or the following certificates, as applicable:

(i)                                      Resolutions of the Board of Directors of the Company and each Guarantor authorizing (1) the execution, delivery, and performance of the Transaction Documents to which it is a party, (2) the consummation of the transactions contemplated by the Transaction Documents to which it is a party, and (3) all other actions to be taken by it in connection with the Transaction Documents;

(ii)                                   Certificates, signed by the Secretary or an Assistant Secretary of the Company and of each Guarantor, dated as of the Closing Date, as to (1) the incumbency, and containing the specimen signatures of the Persons authorized to execute on its behalf the Transaction Documents, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (2) the authenticity of its Certificate of Incorporation and Bylaws; and

(iii)                                Certificates signed by an officer of the Company and of each Guarantor as to the truth and accuracy of its representations and warranties made in the Transaction Documents.

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(e)                                   A certificate of status or good standing of the Company and of each the Guarantors (other than Inactive Subsidiaries) from its state of incorporation in each case, dated within 30 days of the Closing Date.

(f)                                     The Information Certificates (as defined in the Credit Agreement) delivered by the Company and the Guarantors to the Lender pursuant to the Credit Agreement, with all information required therein to be updated through the Closing Date.

(g)                                  An opinion of counsel to the Company in form and substance reasonably acceptable to Airlie.

Section 4.2                                       Deliveries by Airlie .  At the Closing, Airlie, as the initial Holder,  shall deliver to the Company this Agreement, the Security Agreement, and the Registration Rights Agreement duly executed by Airlie, as the initial Holder, together with confirmation of the wire transfer of Fifteen Million Dollars ($15,000,000.00) to the Company’s account in accordance with wire transfer instructions previously delivered by the Company to Airlie in writing .

Section 4.3                                       Expenses .  At the Closing, the Company shall pay all of the reasonable fees, costs, and expenses of Airlie in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents, including the reasonable fees and expenses of Airlie’s counsel.

ARTICLE 5

Covenants

Unless the Holders of a majority in principal amount of the outstanding Notes otherwise give their prior written consent:

Section 5.1                                       Performance under Transaction Documents .  The Company and each Guarantor will perform all acts required under the Transaction Documents as and when required thereunder.

Section 5.2                                       Maintenance of Offices .  The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for transfer, redemption or exchange; (b) Notes may be presented or surrendered for payment; and (c) notices and demands to or upon the Company in respect of the Notes and this Agreement may be served. The Company shall keep a register of the Notes and of their transfer and exchange.

Section 5.3                                       Covenants in the Indenture .  The covenants made by the Company or any of the Guarantors in Sections 4.03, 4.04, 4.05, 4.07, 4.10, 4.11, 4.12, 4.13, 4.19, 4.20, 4.24, 4.25, 4.26 and 4.27 of the Indenture (as amended from time to time thereunder subject to the provisions of Section 2.4 hereof), are hereby incorporated by reference herein and shall be deemed to have been made by the Company and each of the Guarantors to the Holders on and as of the date hereof; provided, however, that references in such Sections to “Holders” shall mean the Holders hereunder, and references therein to other capitalized terms that are specifically

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defined herein shall have the meanings given to such terms in this Agreement, and in the event of any other conflict or inconsistency between the provisions of the Indenture so incorporated herein and the provisions hereof, the provisions of this Agreement shall control.

Section 5.4                                       Compliance Certificate; Notice of Default .  (a) The Company and each Guarantor shall deliver to each Holder, within ninety (90) days after the end of the Company’s fiscal year, an Officers’ Certificate stating that a review of its activities during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge such entity during such preceding fiscal year has kept, observed, performed and fulfilled each and every condition and covenant under this Agreement and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers’ Certificate shall also notify the Holders should the Company elect to change the manner in which it fixes its fiscal year end.

(b)                                  The annual financial statements delivered pursuant to Section 5.5 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions hereof insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)                                   If any Default or Event of Default has occurred and is continuing, the Company shall deliver to each Holder, at its address set forth in Section 9.1 or in the Company’s register of the Notes, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action and the status thereof within five (5) Business Days of any such officer becoming aware of such occurrence (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default).

(d)                                  Not later than the date of making any Restricted Payment pursuant to Section 4.10 of the Indenture, the Company shall deliver to each Holder a copy of the Officers’ Certificate required under Section 4.06 thereof to be delivered to the Trustee.

Section 5.5                                       Reports to Holders .  For so long as any of the Notes shall be outstanding, the Company shall furnish to each Holder copies of (a) all reports and financial information required to be delivered by it to the Trustee under Section 4.08 of the Indenture (as in effect on the date hereof and irrespective of any subsequent amendment, supplement, defeasance or discharge thereof), or otherwise delivered by it to the Trustee or the Warrant Agent or to the holders of the Existing Notes or the Existing Warrants in connection with the Indenture or the Existing Warrant Agreement; and (b) copies of all other notices, certificates, supplemental

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indentures or agreements, amendments, fairness opinions, legal opinions and other documents delivered by it to the Trustee, the Collateral Agent, the Warrant Agent or the holders of the Existing Notes or of the Existing Warrants in connection therewith; in each case promptly upon such delivery, provided however, that such copies need not include documents relating solely to items of collateral securing the Existing Notes which are not included in the Collateral securing the Notes hereunder unless such documents concern the disposition of any such items of collateral that are less than eight (8) years old.

Section 5.6                                       Waiver of Stay, Extension or Usury Laws .  The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company and each of the Guarantors from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Agreement; and (to the extent that it may lawfully do so) the Company and each of the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Holders, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.7                                       Additional Subsidiary Guarantees .  If the Company or any of its Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is not a Guarantor, then such transferee or acquired or other Subsidiary shall:

(a)                                   execute and deliver to each Holder a supplemental guarantee in form reasonably satisfactory to the Holders of a majority in principal amount of the outstanding Notes pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Agreement on the terms set forth herein;

(b)                                  if required by the second paragraph of Section 5.11, (a) execute and deliver to each Holder such amendments to the Security Documents as the Holders of a majority in principal amount of the outstanding Notes deem necessary or advisable in order to grant to the Holders a perfected first priority security interest in the Capital Stock of such Subsidiary, subject to the Liens permitted pursuant to the second paragraph Section 5.11, which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to the Holders the certificates representing such Capital Stock, together with undated stock powers or instruments of transfer, as applicable, endorsed in blank;

(c)                                   cause such Subsidiary to take such other actions necessary or advisable to grant to the Holders a perfected third priority security interest in the Collateral of such Subsidiary, subject to Permitted Prior Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Holders of a majority in principal amount of the outstanding Notes;

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(d)                                  take such further action and execute and deliver such other documents specified in this Agreement or otherwise reasonably requested by any Holder to effectuate the foregoing; and

(e)                                   deliver to each Holder an Opinion of Counsel that such supplemental guarantee and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute the legal, valid, binding and enforceable obligations of such Subsidiary as provided for in this Agreement.

Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Agreement.

Section 5.8                                       Limitation on Change of Control .  (a) Upon the occurrence of a Change of Control, the Company shall make an offer to purchase all outstanding Notes pursuant to the requirements described in clause (b) below (the “ Change of Control Offer ”) at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest (including PIK Interest) and Additional PIK Interest (which, for such purpose shall be payable in cash), if any, to the date of purchase.

(b)                                  Within thirty (30) days following the date upon which the Change of Control occurred (the “ Change of Control Date ”), the Company shall send, by registered first class mail, postage prepaid, an offer to each Holder, which offer shall govern the terms of the Change of Control Offer. The notice to each Holder shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Change of Control Offer. Such offer shall state:

(i)                                      that the Change of Control Offer is being made pursuant to this Section 5.8 and that all Notes tendered and not withdrawn shall be accepted for payment;

(ii)                                   the purchase price (including the amount of accrued interest) and the purchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such offer is mailed, other than as may be required by law) (the “ Change of Control Payment Date ”);

(iii)                                that any Note not tendered shall continue to accrue interest;

(iv)                               that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date;

(v)                                  that such Holder, if it elects to have a Note purchased pursuant to a Change of Control Offer, shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company at the address specified in the offer prior to the close of business on the third Business Day prior to the Change of Control Payment Date;

(vi)                               that such Holder shall be entitled to withdraw its election if the Company receives, not later than five (5) Business Days prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the

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principal amount of the Notes such Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Notes purchased;

(vii)                            that if such Holder’s Notes are purchased only in part, such Holder shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that each Note purchased and each new Note issued shall be in an original principal amount of $1,000, or integral multiples thereof; and

(viii)                         the circumstances and relevant facts regarding such Change of Control.

On or before the Change of Control Payment Date, the Company shall (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) promptly pay the purchase price plus accrued interest, if any, of all Notes or portions thereof so tendered to each Holder, and (iii) promptly issue and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Notes not so accepted shall be promptly mailed by the Company to the Holders thereof.

Notwithstanding anything to the contrary contained herein, the Board of Directors of the Company may not waive the Company’s obligation to offer to purchase the Notes pursuant to this Section 5.8.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions under this Section 5.8 , the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 5.8 by virtue thereof.

The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements of this Section 5.8 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

It is the intention of the parties that the provisions of this Section 5.8 provide the Holders and the Company with the same rights and obligations with respect to a Change of Control Offer and resulting sale of Notes as the holders of the Existing Notes and the Company have with respect to a Change of Control Offer and resulting sale of the Existing Notes under Section 4.15 of the Indenture, except to the extent such provisions differ on the date hereof. Accordingly, if any of such provisions of Section 4.15 of the Indenture are amended or supplemented by vote of the holders of the Existing Notes (subject to the provisions of Section 2.4 hereof), then the corresponding provisions of this Section 5.8 (if any) shall be deemed to have been similarly amended or supplemented to the extent necessary to maintain such parity.

Section 5.9                                       Limitation on Asset Sales .  The provisions of Section 4.16 of the Indenture (as amended from time to time thereunder, subject to the provisions of Section 2.4 hereof)

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are hereby incorporated by reference herein and shall be deemed to have been made by the Company and each of the Guarantors to the Holders on and as of the date hereof, such that if an Asset Sale shall occur and a Net Proceeds Offer under Section 4.16 of the Indenture shall be made, such Net Proceeds Offer shall be extended as well to the Holders and shall include the Notes as if the Notes were Existing Notes and each Holder shall have all of the rights and benefits conferred upon the holders of Existing Notes under that Section 4.16.

Section 5.10                                 Impairment of Security Interest .  Neither the Company nor any of its Restricted Subsidiaries will take or omit to take any action which would materially adversely affect or impair the Liens in favor of the Holders with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person, or permit