EXHIBIT 10.1



                                                              January 25, 2000


Congress Financial Corporation
1133 Avenue of the Americas
New York, NY 10036

                  Re: Third Amendment to Loan and Security Agreement

Ladies and Gentlemen:

         We refer to the Loan and Security Agreement, dated February 4, 1997 (as
amended to date, the "Loan Agreement"), by and between CONGRESS FINANCIAL
CORPORATION ("Lender"), AMBOY BUS CO., INC., a New York corporation,
ATLANTIC-CONN. TRANSIT, INC., a Connecticut corporation, ATLANTIC-HUDSON, INC.,
a New York corporation, ATLANTIC PARATRANS, INC., a New York corporation,
ATLANTIC PARATRANS OF KENTUCKY INC., a Kentucky corporation, ATLANTIC EXPRESS
COACHWAYS, INC., a New Jersey corporation, ATLANTIC EXPRESS OF MISSOURI INC., a
Missouri corporation, ATLANTIC EXPRESS OF PENNSYLVANIA, INC., a Delaware
corporation, BROOKFIELD TRANSIT INC., a New York corporation, COURTESY BUS CO.,
INC., a New York corporation, K. CORR, INC., a New York corporation, MERIT
TRANSPORTATION CORP., a New York corporation, METROPOLITAN ESCORT SERVICE, INC.,
a New York corporation, RAYBERN BUS SERVICE, INC., a New York corporation,
RAYBERN CAPITAL CORP., a New York corporation, RAYBERN EQUITY CORP., a New York
corporation, and STATEN ISLAND BUS, INC., a New York corporation, ATLANTIC
EXPRESS OF L.A. INC., a California corporation, CENTRAL NEW YORK COACH SALES &
SERVICE INC., a New York corporation, JERSEY BUS SALES, INC., a New Jersey
corporation, ATLANTIC PARATRANS OF COLORADO, INC., a Colorado corporation,
ATLANTIC PARATRANS OF PENNSYLVANIA, INC., a Pennsylvania corporation, and
ATLANTIC EXPRESS OF NEW JERSEY, INC., a New Jersey corporation (collectively
referred to as "Borrowers"), ATLANTIC EXPRESS TRANSPORTATION CORP., a New York
corporation ("Parent"), BLOCK 7932, INC., a New York corporation, G.V.D. LEASING
CO., INC., a New York corporation, 180 JAMAICA CORP., a New York corporation,
METRO AFFILIATES, INC., a New York corporation, MIDWAY LEASING, INC., a New York
corporation, and TEMPORARY TRANSIT SERVICE, INC., a New York corporation,
ATLANTIC-CHITTENANGO REAL PROPERTY CORP., a New York corporation, 201 WEST
SOTELLO REALTY, INC., a California Corporation, JERSEY BUSINESS LAND CO. INC., a
New Jersey corporation, and ATLANTIC MEDFORD, INC., a New York corporation
(collectively, with Parent, "Guarantors").

         We have requested that you amend the Loan Agreement by extending the
term of the Loan Agreement and decreasing the interest rates thereunder. The
purpose of this letter (the "Third Amendment") is to set forth our agreements in
connection with such amendment. We hereby agree as follows:


<PAGE>

      1. Defined Terms. Unless otherwise indicated, all capitalized terms used
herein but not defined herein shall have the respective meanings assigned
thereto in the Loan Agreement, as amended hereby.

      2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as
follows:

            (a) The definition of Interest Rate in Section 1 is amended by

                  (i) deleting "three-quarters of one (3/4%)" on the first line
            thereof regarding the Interest Rate on Prime Rate Loans and
            replacing it with "one-half of one (1/2%)";

                  (ii) deleting "two and three-quarter (2-3/4%)" on the second
            and third lines thereof regarding the Interest Rate on Eurodollar
            Rate Loans and replacing it with "two and one-half of one (2-1/2%)";

                  (iii) deleting "two and three-quarters of one (2-3/4%)" on the
            seventh line thereof regarding the Interest Rate on Prime Rate Loans
            and replacing it with "two and one-half of one (2-1/2%)"; and

                  (iv) deleting "four and three-quarter (4-3/4%)" on the ninth
            line thereof regarding the Interest Rate on Eurodollar Rate Loans
            and replacing it with "four and one-half of one (4-1/2%)";

            (b) Section 1 is amended by inserting the following definitions in
      the appropriate alphabetical order:

                  "Accounts Purchase Agreement" means the Accounts Purchase and
            Sale Agreement, dated as of July 8, 1999, among Lender, certain
            subsidiaries of Parent and Parent, as it now exists or may hereafter
            be amended, modified, supplemented, extended, renewed, restated or
            replaced.

                  "Inventory Financing Agreement" means the Inventory Financing
            Agreement (Security Agreement), dated August 11, 1999, by and
            between Lender, Atlantic Bus Distributors, Inc., and AETG, as it now
            exists or may hereafter be amended, modified, supplemented,
            extended, renewed, restated or replaced.

            (c) Section 12.1(a) of the Loan Agreement is amended by deleting
      "three (3)" on the third line thereof and replacing it with "five (5)".

            (d) Section 12.1(c) of the Loan Agreement is deleted in its entirety
      and replaced with the following:

                  (c) If for any reason this Agreement is terminated prior to
            the Expiration Date, in view of the impracticality and extreme
            difficulty of ascertaining actual damages and by mutual agreement of
            the parties as to a reasonable calculation of Lender's lost profits
            as a result thereof,


                                       2
<PAGE>

            Borrowers shall jointly and severally pay to Lender, upon the
            effective date of such termination, an early termination fee in the
            aggregate amount set forth below if such termination is effective in
            the period indicated:

                   Amount                     Period
                   ------                     ------
              (i)  2% of Maximum Credit       January 25, 2000, to and including
                                              February 3, 2001

              (ii) 1% of Maximum Credit       February 4, 2001, to and including
                                                February 3, 2002;

            provided, however, that if (A) Borrowers terminate this Agreement on
            or after February 4, 2000 in connection with (x) an initial Public
            Equity Offering (as defined herein or in the Inventory Financing
            Agreement), (y) the refinancing of all of the outstanding Senior
            Notes, or (z) a Change in Control (as defined herein or in the
            Inventory Financing Agreement), and, if, in connection with a
            termination on the basis of clauses (x) or (y), the Borrower repays
            the Obligations solely with net cash proceeds of such initial Public
            Equity Offering or refinancing, and (B) prior to or concurrently
            with the termination of this Agreement, the Inventory Financing
            Agreement and the Accounts Purchase Agreement have been or are, as
            the case may be, terminated and all Obligations (as defined in and
            owing under the Inventory Financing Agreement) and payments owing by
            the Servicer and/or any Seller (as each such term is defined in the
            Accounts Purchase Agreement) under the Accounts Purchase Agreement
            have been or are, as the case may be, repaid or provided for with
            net cash proceeds of such initial Public Equity Offering or
            refinancing, then no such early termination fee shall be payable.
            Such early termination fee, if any, shall be presumed to be the
            amount of damages sustained by Lender as a result of such early
            termination and each Borrower agrees that it is reasonable under the
            circumstances currently existing. The early termination fee provided
            for in this Section 12.1 shall be deemed included in the
            Obligations.

      3. Conditions Precedent. Each of the following is a condition precedent to
the amendments set forth in Section 2 hereof becoming effective and Lender shall
be satisfied that such conditions precedent have been satisfied before such
amendments become effective:

            (a) Lender shall have received an original copy of (i) this Third
      Amendment, (ii) the First Amendment to the Accounts Purchase Agreement,
      dated as of the date hereof, and (iii) the First Amendment to the
      Inventory Financing Agreement, dated as of the date hereof, each duly
      authorized, executed and delivered by us, and acknowledged, agreed and
      consented to by the Obligors;

            (b) each of the representations and warranties made by us as set
      forth in the Financing Agreements is true and correct in all respects as
      of the date hereof; and


                                       3
<PAGE>

            (c) immediately prior, and immediately after giving effect, to the
      amendments set forth in Sections 2 hereof there shall exist no Event of
      Default or event or condition which, with the giving of notice, passage of
      time, or both, would constitute an Event of Default.

      4. Representations and Warranties. We hereby represent, warrant and agree,
for your benefit, on and as of the date hereof, both before and after giving
effect to the amendments set forth in Section 2 hereof, that:

            (a) each of us is a corporation duly organized and in existence and
      good standing under the laws of its respective State of incorporation, and
      is duly qualified or registered as a foreign corporation and in good
      standing in all other jurisdictions where the nature and extent of the
      business transacted by us or its ownership of property makes such
      qualification or registration necessary;

            (b) the execution, delivery and performance of this Third Amendment
      and the other Financing Agreements and all borrowings contemplated
      thereby, both before and after giving effect to all amendments and
      agreements contained herein, are within our power, have been duly
      authorized by all necessary corporate or other action and are not in
      contravention of the terms of any of our articles of incorporation,
      by-laws or other organizational documentation or any law, regulation,
      decree, order, judgment, indenture, agreement or undertaking to which we
      are a party or by which we or any of our property are bound;

            (c) this Third Amendment and the other Financing Agreements, both
      before and after giving effect to all amendments and agreements contained
      herein, constitute our legal, valid and binding obligations, enforceable
      against us in accordance with their respective terms;

            (d) each of our representations and warranties set forth in the
      Financing Agreements is true and correct in all respects, and we hereby
      remake and reaffirm each such representation and warranty with the same
      force and effect as if each such representation and warranty was being
      made originally on and as of the date hereof;

            (e) we have no defense, set-off or counterclaim to or with respect
      to the full payment and performance of any of our obligations under the
      Financing Agreements or any Obligations; and

            (f) there exists no Event of Default or event or condition which,
      with the passage of time, giving of notice or both, would constitute an
      Event of Default.

      5. Ratification. Except for the amendments expressly provided herein, the
Loan Agreement and the other Financing Agreements are not amended, modified or
changed hereby and each such document shall remain in full force and effect in
accordance with its existing provisions. We hereby ratify and affirm, in all
respects, both before and after giving effect to the amendments and agreements
contained herein, all of the terms and provisions of the Financing Agreements
and all of our obligations thereunder. All loans, extensions of credit and any
other Obligations made or incurred pursuant to or in connection with the Loan
Agreement or any of the Financing Agreements, as amended hereby, shall have the
full benefit of and be secured by the Collateral.


                                       4
<PAGE>

      6. Further Assurances. We will take or cause to be taken such actions, and
shall execute and deliver such additional documents as may be necessary or
desirable to effectuate the provisions of this Third Amendment.

      7. References to Agreements to include Amendments. All notices,
communications, agreements, certificates, documents or other instruments
executed and delivered after the execution and delivery of this Third Amendment
may refer to the Loan Agreement, without making specific reference to this Third
Amendment, but nevertheless all such references shall include the amendments and
agreements contained in this Third Amendment unless the context clearly requires
otherwise.

      8. Counterparts. This Third Amendment may be executed in several
counterparts and by each party on a separate counterpart, each of which, when so
executed and delivered, shall be an original, but all of which together shall
constitute but one and the same instrument.

      9. Amendment, Etc. None of the terms of this Third Amendment may be
modified, amended or waived in any manner other than by a writing executed by
the party against whom such modification, amendment or waiver is charged.

      10. Entire Understanding. This Third Amendment represents our and your
entire agreement and understanding concerning the subject matter hereof and
supersedes all other prior or contemporaneous agreements, understandings,
negotiations, discussions, representations, term sheets, commitments, offers and
contracts, whether oral or written.

      11. Governing Law. This Third Amendment shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles regarding conflict of laws that would require application of another
state's laws.


                                       5
<PAGE>



                                        Very Truly Yours,


                                        BORROWERS
                                        ---------

                                        AMBOY BUS CO., INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------

                                        Title:  Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC-CONN. TRANSIT, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------

                                        Title:  Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC-HUDSON, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       6
<PAGE>



                                        ATLANTIC PARATRANS, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC PARATRANS OF
                                          KENTUCKY INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC EXPRESS COACHWAYS, INC.


                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC EXPRESS OF MISSOURI, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       7
<PAGE>



                                        ATLANTIC EXPRESS OF
                                          PENNSYLVANIA, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        BROOKFIELD TRANSIT INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        COURTESY BUS CO., INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        K. CORR, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       8
<PAGE>



                                        MERIT TRANSPORTATION CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        METROPOLITAN ESCORT SERVICE, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        RAYBERN BUS SERVICE, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        RAYBERN CAPITAL CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       9
<PAGE>



                                        RAYBERN EQUITY CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        STATEN ISLAND BUS, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        CENTRAL NEW YORK COACH SALES & SERVICE,
                                        INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        JERSEY BUS SALES, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       10
<PAGE>



                                        ATLANTIC EXPRESS OF L.A. INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC PARATRANS OF COLORADO, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC PARATRANS OF PENNSYLVANIA, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC EXPRESS OF NEW JERSEY, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       11
<PAGE>



                                        PARENT
                                        ------

                                        ATLANTIC EXPRESS TRANSPORTATION CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        GUARANTORS
                                        ----------

                                        ATLANTIC EXPRESS TRANSPORTATION CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        BLOCK 7932, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       12
<PAGE>



                                        G.V.D. LEASING CO., INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        180 JAMAICA CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        METRO AFFILIATES, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        MIDWAY LEASING INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       13
<PAGE>


                                        TEMPORARY TRANSIT SERVICE, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        ATLANTIC-CHITTENANGO REAL PROPERTY CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        JERSEY BUSINESS LAND CO. INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                        201 WEST SOTELLO REALTY, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


                                       14
<PAGE>



                                        ATLANTIC MEDFORD, INC.


                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary

                                        Chief Executive Office:

                                        7 North Street
                                        Staten Island, New York 10302


Agreed to and Accepted:

CONGRESS FINANCIAL CORPORATION

By:      /s/ HERB KORN
   -------------------------------------

Title:   Assistant Vice President
      ----------------------------------

Address:

1133 Avenue of the Americas
New York, New York  10036


                                       15
<PAGE>


      Each of the undersigned, in its capacity as a guarantor under a Guaranty,
dated February 4, 1997(the "Guaranty"), made in favor of Lender with respect to
the obligations of the Borrowers (as defined in the foregoing Amendment), hereby
(i) confirms that it has reviewed the foregoing Third Amendment and is familiar
with its contents, and (ii) represents, warrants and agrees that after giving
effect to the Third Amendment and the transactions contemplated thereby, (a) the
Guaranty continues to be in full force and effect, is enforceable in accordance
with its respective terms, and is not subject to any defense, setoff or
counterclaim, (b) the Guaranteed Obligations (as defined in the Guaranty)
include, without limitation, all indebtedness, liabilities, obligations, and
agreements of any kind, now existing or hereafter arising, which arise under, in
connection with or as a result of the Third Amendment or any transaction
thereunder, and (c) and each of the Guaranteed Obligations is secured by any
property in which it has granted or may hereafter grant Lender a security
interest or lien as security for the Guaranteed Obligations.

                                        ATLANTIC EXPRESS
                                         TRANSPORTATION CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        BLOCK 7932, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        G.V.D. LEASING CO., INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        180 JAMAICA CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        METRO AFFILIATES, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                       16
<PAGE>



                                        MIDWAY LEASING INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        TEMPORARY TRANSIT SERVICE, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        ATLANTIC-CHITTENANGO REAL
                                         PROPERTY CORP.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        JERSEY BUSINESS LAND CO. INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        201 WEST SOTELLO REALTY, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                        ATLANTIC MEDFORD, INC.

                                        By: /s/ NATHAN SCHLENKER
                                           ------------------------------------
                                        Title: Secretary


                                       17