Exhibit 4.2
EXECUTION COPY
GUARANTEE
(Borrowers)
February 4, 1997
Congress Financial Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: The parties identified as "Borrowers" in the Loan Agreement (as
defined hereinbelow) (collectively the "Borrowers")
Gentlemen:
Congress Financial Corporation ("Lender") and Borrowers have entered into
certain financing arrangements pursuant to which Lender may make loans and
advances and provide other financial accommodations to Borrowers as set forth in
the Loan and Security Agreement, dated February 4, 1997, by and between
Borrowers, Atlantic Express Transportation Corp. and Lender (as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, the "Loan Agreement"), and other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto, including, but not limited to, this
Guarantee (all of the foregoing, together with the Loan Agreement, as the same
now exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, being collectively referred to herein as the
"Financing Agreements").
Each and all of the undersigned (individually and collectively,
"Guarantors") also constitute each and all of Borrowers under the Loan
Agreement. In order to induce Lender to make loans and advances and provide
other financial accommodations to one or more Borrowers under the Loan
Agreement, each such Borrower has agreed to be a Guarantor hereunder and
unconditionally guarantee, pursuant to the terms set forth herein, all of the
liabilities and obligations of each of the other Borrowers.
Due to the close business and financial relationships between each of the
Borrowers and each and all of the Guarantors, in consideration of the benefits
which will accrue to Guarantors and as an inducement for and in consideration of
Lender making loans and advances and providing other financial accommodations to
any one or more of Borrowers pursuant to the Loan Agreement and the other
Financing Agreements, each of Guarantors hereby jointly and severally agrees in
favor of Lender as follows:
1. Guarantee.
(a) Each of Guarantors absolutely and unconditionally, jointly and
severally, guarantees and agrees to be liable for the full and indefeasible
payment and performance when due of the following (all of which are collectively
referred to herein as the "Guaranteed Obligations"): (i) all obligations,
liabilities and indebtedness of any kind, nature and description of any one or
more of Borrowers to Lender and/or its affiliates, including principal,
interest, charges, fees, costs and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, whether arising under the
Loan Agreement, the other Financing Agreements or otherwise, whether now
existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Loan Agreement or after the commencement of
any case with respect to any Borrower under the United States Bankruptcy Code or
any similar statute (including, without limitation, the payment of interest and
other amounts, which would accrue and become due but for the commencement of
such case and including loans, interest, fees, charges and expenses related
thereto and all other obligations of any Borrower or its successors to Lender
arising after the commencement of such case), whether direct or indirect,
absolute or contingent, joint or several, primary or secondary, liquidated or
unliquidated, secured or unsecured, and however acquired by Lender and (ii) all
expenses (including, without limitation, attorneys' fees and legal expenses)
incurred by Lender in connection with the preparation, execution, delivery,
recording, administration, collection, liquidation, enforcement and defense of
any one or more of Borrowers' obligations, liabilities and indebtedness as
aforesaid to Lender, the rights of Lender in any collateral or under this
Guarantee and all other Financing Agreements or in any way involving claims by
or against Lender directly or indirectly arising out of or related to the
relationships between any one or more of Borrower, any of Guarantors or any
other Obligor (as hereinafter defined) and Lender, whether such expenses are
incurred before, during or after the initial or any renewal term of the Loan
Agreement and the other Financing Agreements or after the commencement of any
case with respect to any Borrower or any of Guarantors under the United States
Bankruptcy Code or any similar statute.
(b) This Guarantee is a guaranty of payment and not of collection.
Each of Guarantors agrees that Lender need not attempt to collect any Guaranteed
Obligations from any Borrower, any one of Guarantors or any other Obligor or to
realize upon any collateral, but may require any one of Guarantors to make
immediate payment of all of the Guaranteed Obligations to Lender when due,
whether by maturity, acceleration or otherwise, or at any time thereafter.
Lender may apply any amounts received in respect of the Guaranteed Obligations
to any of the Guaranteed Obligations, in whole or in part (including attorneys'
fees and legal expenses incurred by Lender with respect thereto or otherwise
chargeable to a Borrower or Guarantors) and in such order as Lender may elect.
(c) Payment by Guarantors shall be made to Lender at the office of
Lender from time to time on demand as Guaranteed Obligations become due.
Guarantors shall make all payments to Lender on the Guaranteed Obligations free
and clear of, and without deduction or withholding for or on account of, any
setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions,
withholding, restrictions or conditions of any kind. One or more successive or
concurrent actions may be brought hereon against any of
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Guarantors either in the same action in which any one or more of Borrowers or
any of the other Guarantors or any other Obligor is sued or in separate actions.
In the event any claim or action, or action on any judgment, based on this
Guarantee is brought against any of Guarantors, each of Guarantors agrees not to
deduct, set-off, or seek any counterclaim for or recoup any amounts which are or
may be owed by Lender to any of Guarantors.
(d) Each Guarantor's obligations under this Guarantee constitute
Obligations of such Guarantor under the Loan Agreement that are secured by all
of the Collateral.
2. Waivers and Consents.
(a) Notice of acceptance of this Guarantee, the making of loans and
advances and providing other financial accommodations to any one or more of
Borrowers and presentment, demand, protest, notice of protest, notice of
nonpayment or default and all other notices to which any of Borrowers or any of
Guarantors are entitled are hereby waived by each of Guarantors. Each of
Guarantors also waives notice of and hereby consents to, (i) any amendment,
modification, supplement, extension, renewal, or restatement of the Loan
Agreement and any of the other Financing Agreements, including, without
limitation, extensions of time of payment of or increase or decrease in the
amount of any of the Guaranteed Obligations or any collateral, and the guarantee
made herein shall apply to the Loan Agreement and the other Financing Agreements
and the Guaranteed Obligations as so amended, modified, supplemented, renewed,
restated or extended, increased or decreased, (ii) the taking, exchange,
surrender and releasing of collateral or guarantees now or at any time held by
or available to Lender for the obligations of any one or more of Borrowers or
any other party at any time liable on or in respect of the Guaranteed
Obligations or who is the owner of any property which is security for the
Guaranteed Obligations (individually, an "Obligor" and collectively, the
"Obligors"), including, without limitation, the surrender or release by Lender
of any one of Guarantors hereunder, (iii) the exercise of, or refraining from
the exercise of any rights against any of Borrowers, any of Guarantors or any
other Obligor or any collateral, (iv) the settlement, compromise or release of,
or the waiver of any default with respect to, any of the Guaranteed Obligations
and (v) any financing by Lender of any one or more of Borrowers under Section
364 of the United States Bankruptcy Code or consent to the use of cash
collateral by Lender under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code.
Each of Guarantors agrees that the amount of the Guaranteed Obligations shall
not be diminished and the liability of Guarantors hereunder shall not be
otherwise impaired or affected by any of the foregoing.
(b) No invalidity, irregularity or unenforceability of all or any
part of the Guaranteed Obligations shall affect, impair or be a defense to this
Guarantee, nor shall any other circumstance which might otherwise constitute a
defense available to or legal or equitable discharge of any one or more of
Borrowers in respect of any of the Guaranteed Obligations, or any one of
Guarantors in respect of this Guarantee, affect, impair or be a defense to this
Guarantee. Without limitation of the foregoing, the liability of Guarantors
hereunder shall not be discharged or impaired in any respect by reason of any
failure by Lender to perfect or continue perfection of any lien or security
interest in any collateral or
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any delay by Lender in perfecting any such lien or security interest. As to
interest, fees and expenses, whether arising before or after the commencement of
any case with respect to any Borrower under the United States Bankruptcy Code or
any similar statute, Guarantors shall be liable therefor, even if such
Borrower's liability for such amounts does not, or ceases to, exist by operation
of law.
(c) Each of Guarantors hereby irrevocably and unconditionally
postpones and subordinates, to the prior payment in full of the Guaranteed
Obligations, all statutory, contractual, common law, equitable and all other
claims against each Borrower, any collateral for the Guaranteed Obligations or
other assets of each Borrower or any other Obligor, for subrogation,
reimbursement, exoneration, contribution, indemnification, setoff or other
recourse in respect to sums paid or payable to Lender by each of Guarantors
hereunder and each of Guarantors hereby further irrevocably and unconditionally
postpones and subordinates, to the prior payment in full of the Guaranteed
Obligations, any and all other benefits which Guarantors might otherwise
directly or indirectly receive or be entitled to receive by reason of any
amounts paid by or collected or due from Guarantors, any Borrower or any other
Obligor upon the Guaranteed Obligations or realized from their property.
3. Subordination. Payment of all amounts now or hereafter owed to
Guarantors by any Borrower or any other Obligor is hereby subordinated in right
of payment to the indefeasible payment in full to Lender of the Guaranteed
Obligations and all such amounts and any security and guarantees therefor are
hereby assigned to Lender as security for the Guaranteed Obligations; provided,
however, that when no Event of Default (as such term is defined in the Loan
Agreement) shall have occurred and be continuing, Borrowers and other Obligors
may make payments to Guarantors of such amounts in accordance with their terms
and past practice.
4. Acceleration. Notwithstanding anything to the contrary contained herein
or any of the terms of any of the other Financing Agreements, the liability of
Guarantors for the entire Guaranteed Obligations shall mature and become
immediately due and payable, even if the liability of any one or more of
Borrowers or any other Obligor therefor does not, upon the occurrence of any
act, condition or event which constitutes an Event of Default as such term is
defined in the Loan Agreement.
5. Account Stated. The books and records of Lender showing the account
between Lender and any one or more of Borrowers shall be admissible in evidence
in any action or proceeding against or involving Guarantors as prima facie proof
of the items therein set forth, and the monthly statements of Lender rendered to
any Borrower, to the extent to which no written objection is made within thirty
(30) days from the date of sending thereof to any Borrower, shall, absent
manifest errors or omissions, be deemed conclusively correct and constitute an
account stated between Lender and such Borrower and be binding on Guarantors.
6. Termination. This Guarantee is continuing, unlimited, absolute and
unconditional. All Guaranteed Obligations shall be conclusively presumed to have
been created in reliance
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on this Guarantee. Each of Guarantors shall continue to be liable hereunder
until one of Lender's officers actually receives a written termination notice
from a Guarantor sent to Lender at is address set forth above by certified mail,
return receipt requested and thereafter as set forth below. Such notice received
by Lender from any one of Guarantors shall not constitute a revocation or
termination of this Guarantee as to any of the other Guarantors. Revocation or
termination hereof by any of Guarantors shall not affect, in any manner, the
rights of Lender or any obligations or duties of any of Guarantors (including
the Guarantor which may have sent such notice) under this Guarantee with respect
to (a) Guaranteed Obligations which have been created, contracted, assumed or
incurred prior to the receipt by Lender of such written notice of revocation or
termination as provided herein, including, without limitation, (i) all
amendments, extensions, renewals and modifications of such Guaranteed
Obligations (whether or not evidenced by new or additional agreements, documents
or instruments executed on or after such notice of revocation or termination),
(ii) all interest, fees and similar charges accruing or due on and after
revocation or termination, and (iii) all attorneys' fees and legal expenses,
costs and other expenses paid or incurred on or after such notice of revocation
or termination in attempting to collect or enforce any of the Guaranteed
Obligations against any Borrower, Guarantors or any other Obligor (whether or
not suit be brought), or (b) Guaranteed Obligations which have been created,
contracted, assumed or incurred after the receipt by Lender of such written
notice of revocation or termination as provided herein pursuant to any contract
entered into by Lender prior to receipt of such notice. The sole effect of such
revocation or termination by any of Guarantors shall be to exclude from this
Guarantee the liability of such Guarantor for those Guaranteed Obligations
arising after the date of receipt by Lender of such written notice which are
unrelated to Guaranteed Obligations arising or transactions entered into prior
to such date. Without limiting the foregoing, this Guarantee may not be
terminated and shall continue so long as the Loan Agreement shall be in effect
(whether during its original term or any renewal, substitution or extension
thereof).
7. Reinstatement. If after receipt of any payment of, or proceeds of
collateral applied to the payment of, any of the Guaranteed Obligations, Lender
is required to surrender or return such payment or proceeds to any Person for
any reason, then the Guaranteed Obligations intended to be satisfied by such
payment or proceeds shall be reinstated and continue and this Guarantee shall
continue in full force and effect as if such payment or proceeds had not been
received by Lender. Each of Guarantors shall be liable to pay to Lender, and
does indemnify and hold Lender harmless for the amount of any payments or
proceeds surrendered or returned. This Section 7 shall remain effective
notwithstanding any contrary action which may be taken by Lender in reliance
upon such payment or proceeds. This Section 7 shall survive the termination or
revocation of this Guarantee.
8. Amendments and Waivers. Neither this Guarantee nor any provision hereof
shall be amended, modified, waived or discharged orally or by course of conduct,
but only by a written agreement signed by an authorized officer of Lender.
Lender shall not, by any act, delay, omission or otherwise be deemed to have
expressly or impliedly waived any of its rights, powers and/or remedies unless
such waiver shall in writing and signed by an authorized officer of Lender. Any
such waiver shall be enforceable only to the extent
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specifically set forth therein. A waiver by Lender of any right, power and/or
remedy on any one occasion shall not be construed as a bar to or waiver of any
such right, power and/or remedy which Lender would otherwise have on any future
occasion, whether similar in kind or otherwise.
9. Corporate Existence, Power and Authority. Each of Guarantors is a
corporation duly organized and in good standing under the laws of its state or
other jurisdiction of incorporation and is duly qualified as a foreign
corporation and in good standing in all states or other jurisdictions where the
nature and extent of the business transacted by it or the ownership of assets
makes such qualification necessary, except for those jurisdictions in which the
failure to so qualify would not have a material adverse effect on the financial
condition, results of operation or businesses of any of Guarantors or the rights
of Lender hereunder or under any of the other Financing Agreements. The
execution, delivery and performance of this Guarantee is within the corporate
powers of each of Guarantors, have been duly authorized and is not in
contravention of law or the terms of the certificates of incorporation, by-laws,
or other organizational documentation of each of Guarantors, or any indenture,
agreement or undertaking to which any of Guarantors is a party or by which any
of Guarantors or its property are bound. This Guarantee constitutes the legal,
valid and binding obligation of each of Guarantors enforceable in accordance
with its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors rights generally, and by general principles of equity
(whether considered at law or in equity). Any one of Guarantors signing this
Guarantee shall be bound hereby whether or not any of the other Guarantors or
any other person signs this Guarantee at any time.
10. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.
(a) The validity, interpretation and enforcement of this Guarantee
and any dispute arising out of the relationship between any of Guarantors and
Lender, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York (without giving effect to principles of
conflicts of law).
(b) Each of Guarantors hereby irrevocably consents and submits to
the non-exclusive jurisdiction of the Supreme Court of the State of New York for
New York County and the United States District Court for the Southern District
of New York and waives any objection based on venue or forum non conveniens with
respect to any action instituted therein arising under this Guarantee or any of
the other Financing Agreements or in any way connected with or related or
incidental to the dealings of any of Guarantors and Lender in respect of this
Guarantee or any of the other Financing Agreements or the transactions related
hereto or thereto, in each case whether now existing or hereafter arising and
whether in contract, tort, equity or otherwise, and agrees that any dispute
arising out of the relationship between any of Guarantors or any of Borrowers
and Lender or the conduct of any such persons in connection with this Guarantee,
the other Financing Agreements or otherwise shall be heard only in the courts
described above (except that Lender shall have the right to bring any action or
proceeding against any of Guarantors or its property in the courts of any other
jurisdiction which Lender deems necessary or appropriate in order to realize on
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collateral at any time granted by any of Borrowers or any of Guarantors to
Lender or to otherwise enforce its rights against any of Guarantors or its
property).
(c) Each of Guarantors hereby waives personal service of any and all
process upon it and consents that all such service of process may be made by
certified mail (return receipt requested) directed to its address set forth on
the signature pages hereof and service so made shall be deemed to be completed
five (5) days after the same shall have been so deposited in the U.S. mails, or,
at Lender's option, by service upon any of Guarantors in any other manner
provided under the rules of any such courts. A copy of any service upon any of
Guarantors shall be sent to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Esq., but the delivery of such copy shall not be a condition to the
effectiveness of service upon any Guarantor. Within thirty (30) days after such
service, any of Guarantors so served shall appear in answer to such process,
failing which such Guarantors shall be deemed in default and judgment may be
entered by Lender against Guarantors for the amount of the claim and other
relief requested.
(d) EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTEE OR
ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF GUARANTORS AND LENDER IN RESPECT
OF THIS GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF GUARANTORS
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF GUARANTORS
OR LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTORS AND LENDER TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.
(e) Lender shall not have any liability to Guarantors (whether in
tort, contract, equity or otherwise) for losses suffered by Guarantors in
connection with, arising out of, or in any way related to the transactions or
relationships contemplated by this Guarantee, or any act, omission or event
occurring in connection herewith, unless it is determined by a final and
non-appealable judgment or court order binding on Lender that the losses were
the result of acts or omissions constituting gross negligence or willful
misconduct. In any such litigation, Lender shall be entitled to the benefit of
the rebuttable presumption that it acted in good faith and with the exercise of
ordinary care in the performance by it of the terms of the Loan Agreement and
the other Financing Agreements.
11. Notices. All notices, requests and demands hereunder shall be in
writing and (a) made to Lender at its address set forth above and to each of
Guarantors and to Atlantic Express Transportation Corp. (the "Parent") at its
chief executive office set forth below, or
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to such other address as a party may designate by written notice to the other in
accordance with this provision, and (b) deemed to have been given or made: if
delivered in person, immediately upon delivery; if by telex, telegram or
facsimile transmission, immediately upon sending and upon confirmation of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending; and if by
certified mail, return receipt requested, five (5) days after mailing. A copy of
any notice given to a Guarantor shall be sent to ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
12. Partial Invalidity. If any provision of this Guarantee is held to be
invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Guarantee as a whole, but this Guarantee shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
13. Entire Agreement. This Guarantee represents the entire agreement and
understanding of this parties concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.
14. Successors and Assigns. This Guarantee shall be binding upon
Guarantors and their respective successors and assigns and shall inure to the
benefit of Lender and its successors, endorsees, transferees and assigns. The
liquidation, dissolution or termination of any of Guarantors shall not terminate
this Guarantee as to such entity or as to any of the other Guarantors.
15. Construction. All references to the term "Guarantors" wherever used
herein shall mean each and all of Guarantors and their respective successors and
assigns, individually and collectively, jointly and severally (including,
without limitation, any receiver, trustee or custodian for any of Guarantors or
any of their respective assets or any of Guarantors in its capacity as debtor or
debtor-in-possession under the United States Bankruptcy Code). All references to
the term "Lender" wherever used herein shall mean Lender and its successors and
assigns and all references to the term "Borrower" or "Borrowers" wherever used
herein shall mean such Borrower or Borrowers, as the case may be, and their
respective successors and assigns (including, without limitation, any receiver,
trustee or custodian for a Borrower or any of its assets or a Borrower in its
capacity as debtor or debtor-in-possession under the United States Bankruptcy
Code). All references to the term "Person" or "person" wherever used herein
shall mean any individual, sole proprietorship, partnership, corporation
(including, without limitation, any corporation which elects subchapter S status
under the Internal Revenue Code of 1986, as amended), business trust,
unincorporated association, joint stock corporation, trust, joint venture or
other entity or any government or any agency or instrumentality of political
subdivision thereof. All references to the plural shall also mean the singular
and to the singular shall also mean the plural.
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16. Guarantors' Representative. Each of the Guarantors hereby appoints the
Parent as its agent and representative for the purposes of all communications
and authorizations between such Guarantor and Lender in connection with this
Guarantee or any of the other Financing Agreements, including, without
limitation, giving notices to Lender and receiving notices from Lender and
giving any direction or instruction to Lender contemplated by this Guarantee.
Each of the Guarantors hereby authorizes and directs Lender to act in accordance
with any and every authorization, request, notice, instruction, or direction
received on such Guarantor's behalf from the Parent without requiring Lender to
confirm such Guarantor's authorization therefor, and each Guarantor hereby
releases Lender from and indemnifies Lender and holds Lender harmless against
any liability, claim, loss, damages, cost, or expense arising from or relating
in any way to Lender's acting upon such authorization, request, notice,
instruction, or direction. Notwithstanding the foregoing, Lender may require a
Guarantor to confirm such request, notice, instruction, or direction, or to
execute personally any agreement or instrument between such Guarantor and
Lender, whenever Lender in its sole discretion deems it necessary or desirable
to do so.
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IN WITNESS WHEREOF, each of Guarantors has executed and delivered this
Guarantee as of the day and year first above written.
AMBOY BUS CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC-CONN. TRANSIT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC-▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC PARATRANS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC PARATRANS OF
KENTUCKY INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC EXPRESS COACHWAYS,
INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC EXPRESS OF MISSOURI
INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATLANTIC EXPRESS OF
PENNSYLVANIA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
BROOKFIELD TRANSIT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
COURTESY BUS CO., INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
MERIT TRANSPORTATION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
METROPOLITAN ESCORT SERVICE,
INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ BUS SERVICE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ CAPITAL CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ EQUITY CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
STATEN ISLAND BUS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
- The undersigned irrevocably agrees
to the terms set forth in Sections 11
and 16 above -
ATLANTIC EXPRESS
TRANSPORTATION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President, Chief Executive Officer
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Chief Executive ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Amboy Bus Co., Inc., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic-Conn. Transit, Inc., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic-▇▇▇▇▇▇, Inc., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Paratrans, Inc., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Paratrans of Kentucky Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Express Coachways, Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Express of Missouri Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Express of Pennsylvania, Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Brookfield Transit, Inc., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Courtesy Bus Co., Inc., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of ▇. ▇▇▇▇, Inc., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Merit Transportation Corp., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Metropolitan Escort Service, Inc., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of ▇▇▇▇▇▇▇ Bus Service, Inc., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of ▇▇▇▇▇▇▇ Capital Corp., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of ▇▇▇▇▇▇▇ Equity Corp., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Staten Island Bus, Inc., the corporation described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the Board of Directors of said corporation.
_______________________________
Notary Public
STATE OF )
) ss.:
COUNTY OF )
On this ____ day of February __, 1997, before me personally came
_____________________, to me known, who stated that he is the
____________________ of Atlantic Express Transportation Corp., the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by order of the Board of Directors of said corporation.
_______________________________
Notary Public