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Exhibit 10.1 AMENDMENT NO. 2 TO THIRD
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Amendment No. 2 to Third Amended and Restated Loan and Security
Agreement, dated as of August 28, 2008 (this
“Amendment”), by and among Wachovia Bank, National
Association, successor by merger to Congress Financial Corporation,
in its capacity as agent (in such capacity, “Agent”),
acting for and on behalf of Lenders (as hereinafter defined), the
financial institutions from time to time parties to the Loan
Agreement (as hereinafter defined) as lenders
(“Lenders”), Atlantic Express Transportation Corp., a
New York corporation (“Parent”), Amboy Bus Co., Inc., a
New York corporation (“Amboy”), Atlantic Escorts Inc.,
a New York corporation (“Atlantic Escorts”), Atlantic
Express Coachways, Inc., a New Jersey corporation
(“Coachways”), Atlantic Express New England, Inc., a
Massachusetts corporation (“AE-NE”), Atlantic Express
of California, Inc., a California corporation
(“AE-CA”), Atlantic Express of Illinois, Inc., an
Illinois corporation (“AE-I”), 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 Express of Upstate New York, Inc., formerly known as TNT
Bus Service, Inc., a New York corporation (“AE
Upstate”), Atlantic Transit Corp., a New York corporation
(“ATC”), 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”),
Fiore Bus Service, Inc., a Massachusetts corporation
(“Fiore”), Groom Transportation, Inc., a Massachusetts
corporation (“Groom”), G.V.D. Leasing Co., Inc., a New
York corporation (“GVD”), James McCarthy Limo Service,
Inc., a Massachusetts corporation (“Limo”), Jersey
Business Land Co., Inc., a New Jersey corporation
(“JBL”), K. Corr, Inc., a New York corporation
(“Corr”), Merit Transportation Corp., a New York
corporation (“Merit”), Metro Affiliates, Inc., a New
York corporation (“Metro”), Metropolitan Escort
Service, Inc., a New York corporation (“Metropolitan
Escort”), Midway Leasing Inc., a New York corporation
(“Midway”), 180 Jamaica Corp., a New York corporation
(“Jamaica”), R. Fiore Bus Service, Inc., a
Massachusetts corporation (“FBS”), Raybern Bus Service,
Inc., a New York corporation (“RBS”), Raybern Capital
Corp., a New York corporation (“RBC”), Raybern Equity
Corp., a New York corporation (“REC”), Robert L.
McCarthy & Son, Inc., a Massachusetts corporation
(“McCarthy”), Staten Island Bus, Inc., a New York
corporation (“SI-Bus”), Temporary Transit Service,
Inc., a New York corporation (“TTS”), Transcomm, Inc.,
a Massachusetts corporation (“Transcomm”), Winsale,
Inc., a New Jersey corporation (“Winsale” and together
with Parent, Amboy, Atlantic Escorts, Coachways, AE-NE, AE-CA,
AE-I, AELA, AE Missouri, AENJ, AEP, AE Upstate, ATC, AH, AP, APNY,
AQ, Block, Brookfield, Courtesy, Fiore, Groom, GVD, Limo, JBL,
Corr, Merit, Metro, Metropolitan Escort, Midway, Jamaica, FBS, RBS,
RBC, REC, McCarthy, SI-Bus, TTS and Transcomm, each individually a
“Borrower” and collectively, “Borrowers”)
and the parties hereto from time to time as guarantors (each
individually a “Guarantor” and collectively,
“Guarantors”, as defined in the Loan Agreement).
W I T N
E S S E
T H :
WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Agent and Lenders may make
loans and advances and provide other financial accommodations to
Borrowers as set forth in the Third Amended and Restated Loan and
Security Agreement, dated as of May 15, 2007, as amended by
Amendment No. 1 to Third Amended and Restated Loan and Security
Agreement, dated as of January 1, 2008, by and among Agent,
Borrowers, Guarantors and Lenders (as amended, modified,
supplemented, extended, renewed, restated or replaced the
“Loan Agreement”, and together with all agreements,
documents and instruments at any time executed and/or delivered in
connection therewith or related thereto, as from time to time
amended, modified, supplemented, extended, renewed, restated or
replaced, collectively, the “Financing Agreements”).
All capitalized terms used herein shall have the meanings assigned
thereto in the Loan Agreement and the other Financing Agreements,
unless otherwise defined herein;
WHEREAS, Borrowers and Guarantors have requested that Agent and
Lenders make certain amendments to the Loan Agreement, and Agent
and Lenders are willing to agree to such request, and make certain
other amendments to the Loan Agreement, subject to the terms and
conditions set forth herein; and
WHEREAS, by this Amendment, Agent, Lenders, Borrowers and
Guarantors wish and intend to evidence such amendments.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants contained herein, the parties hereto agree
as follows:
1. Definitions . For purposes of this Amendment, unless
otherwise defined herein, all terms used herein shall have the
respective meanings assigned to such terms in the Loan Agreement
and the other Fi
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