Exhibit 10.43

                         CONGRESS FINANCIAL CORPORATION
                           1133 Avenue of the Americas
                            New York, New York 10036

                                                             As of March 1, 2002

Atlantic Express Transportation Corp.
7 North Street
Staten Island, New York 10302

            Re:   Fourth Amendment to Loan Agreement

Ladies and Gentlemen:

      We refer to the Loan and Security Agreement dated December 22, 2000
between Congress Financial Corporation ("Lender"), Atlantic Express
Transportation Corp. and each of the parties listed on the signature pages
hereto (each individually, a "Borrower" and any two or more collectively,
"Borrowers"), as the same may be amended from time to time (the "Loan
Agreement"). Unless otherwise defined in this letter, all capitalized terms used
in this letter have the same meanings as set forth in the Loan Agreement.

      Borrowers have requested that Lender make certain amendments to the Loan
Agreement as set forth herein.

      Accordingly, each Borrower hereby agrees with Lender as follows:

      1. Amendments to Loan Agreement. Subject to the terms and conditions
hereof, the Loan Agreement is amended as follows:

            (a) Section 1 of the Loan Agreement is amended by adding the
following defined terms in their appropriate alphabetical order:

      "Applicable Vehicle CapEx Availability Sublimit" shall mean the amount of
      $90,000,000, as reduced on the first day of each month, commencing April
      1, 2002, by $1,000,000 per month.

      "GSCP" shall mean GSCP II (AE) Holdings, LLC.

      "Participation Agreement" shall mean that certain Junior Participation
      Agreement dated as of March 1, 2002 by and between Lender and GSCP.


<PAGE>

      "Special Supplemental Loans" shall mean the loans now or hereafter made by
      Lender to or for the benefit of a Borrower in accordance with the terms
      set forth in Section 2.4 hereof.

            (b) Section 1 of the Loan Agreement is amended by amending and
restating the following defined terms in their entirety to read as follows:

      "Adjusted Net Worth" shall mean as to any Person, at any date, in
      accordance with GAAP (except as otherwise specifically set forth below),
      on a consolidated basis for such Person and its subsidiaries (if any), the
      amount equal to the difference between: (a)(i) the aggregate net book
      value of all assets of such Person and its subsidiaries, calculating the
      book value of inventory for this purpose on a first-in-first-out basis,
      after deducting from such book values all appropriate reserves in
      accordance with GAAP (including all reserves for doubtful receivables,
      obsolescence, depreciation and amortization) plus (ii) an amount equal to
      eighty percent (80%) of the outstanding principal balance of (A) the
      Special Supplemental Loans at such date or (B) if designated by an
      election in writing from Parent to Lender in connection with the
      determination of Adjusted Net Worth as at the end of any fiscal quarter or
      fiscal year of Parent, the Special Supplemental Loans on a date which is
      (1) not more 45 days after the end of any fiscal quarter of Parent other
      than the fourth quarter of a fiscal year or (2) not more than 90 days
      after the end of any fiscal year of Parent, (iii) an amount equal to any
      reductions or elimination of previously recorded deferred tax assets and
      (iv) an amount equal to any reductions or elimination of previously
      recorded assets due to impairment of such assets under Statement of
      Financial Accounting Standard No. 141 or No. 142, and (b) the aggregate
      amount of the indebtedness and other liabilities of such Person and its
      subsidiaries (including tax and other proper accruals).

      "EBITDA" shall mean, for any period, net income or loss of the Parent and
      its Subsidiaries for such period, determined on a consolidated basis in
      accordance with GAAP, plus (a) to the extent deducted in computing such
      consolidated net income or loss, without duplication, the sum of (i)
      income tax expense, (ii) Interest Expense, (iii) depreciation and
      amortization expense, and (iv) non-cash extraordinary or nonrecurring
      losses or expenses, minus (b) to the extent added in computing such
      consolidated net income or loss, without duplication, extraordinary or
      non-recurring income or gains, plus (c) an amount equal to the sum of (i)
      eighty percent (80%) of the aggregate principal balance of Special
      Supplemental Loans made during such period (net of any payments of such
      Special Supplemental Loans paid during such period) and (ii) capital
      contributions to the Parent from its stockholders received in the form of
      cash made available to Borrowers to use as working


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<PAGE>

      capital during such period and, with respect to clauses (i) and (ii)
      above, if designated by an election in writing from Parent to Lender,
      eighty percent (80%) of the aggregate principal balance of Special
      Supplemental Loans (net of repayments) and cash capital contributions made
      (A) within 45 days after the end of any period ending on the last day of
      fiscal quarter of Parent (other than the fourth quarter of a fiscal year)
      or (B) within 90 days after the end of any period ending on the last day
      of any fiscal year of Parent, provided, that, any such loan or
      contribution designated to be included in a prior period may not be
      included in any subsequent calculation of EBITDA for the period in which
      it was made or received, and provided further that, the maximum cumulative
      amount that may be included pursuant to clause (c) for all periods shall
      not exceed $25,000,000."

      "Existing Holders" shall mean GSCP, Domenic Gatto and Wafra Acquisition
      Fund.

      "Interest Rate" shall mean, as to Prime Rate Loans, a rate of
      three-quarters of one (3/4%) percent per annum in excess of the Prime Rate
      and, as to Special Supplemental Loans, a rate of eighteen percent (18%)
      per annum and, as to Eurodollar Rate Loans, a rate of two and
      three-quarter (2-3/4%) percent per annum in excess of the Adjusted
      Eurodollar Rate (based on the Eurodollar Rate applicable for the Interest
      Period selected by a Borrower as in effect three (3) Business Days after
      the date of receipt by Lender of the request of such Borrower for such
      Eurodollar Rate Loans in accordance with the terms hereof, whether such
      rate is higher or lower than any rate previously quoted to such Borrower);
      provided, that, the Interest Rate shall mean the rate of two and
      three-quarters (2 3/4%) percent per annum in excess of the Prime Rate as
      to Prime Rate Loans and all other non-contingent Obligations (other than
      Eurodollar Rate Loans and Special Supplemental Loans), the rate of
      eighteen (18%) percent per annum as to Special Supplemental Loans, and the
      rate of four and three-quarters (4 3/4%) percent per annum in excess of
      the Adjusted Eurodollar Rate as to Eurodollar Rate Loans, at Lender's
      option, without notice, (a) for the period on and after the date of
      termination or non-renewal hereof, or the date of the occurrence of any
      Event of Default or event which with notice or passage of time or both
      would constitute an Event of Default, and for so long as such Even of
      Default or other event is continuing and until such time as all
      Obligations are indefeasibly paid in full (notwithstanding entry of any
      judgment against any Borrower) and (b) on the Loans at any time
      outstanding in excess of the amounts available to Borrowers under Section
      2 (whether or not such excess(es) arise or are made with or without
      Lender's knowledge or consent and whether made before or after an Event of
      Default).


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<PAGE>

      "Loans" shall mean the Revolving Loans and the Loans made pursuant to
      Sections 2.3 and 2.4.

      "Maximum Credit" shall mean the amount of $143,000,000; provided, that,
      the maximum credit available pursuant to Section 2.1 hereof shall not
      exceed $125,000,000 and the maximum credit available pursuant to Section
      2.4 hereof shall not exceed $18,000,000.

            (c) The term "Obligations" in Section 1 of the Loan Agreement is
amended by deleting the word "Revolving" on the first line thereof.

            (d) Section 2.1(a)(iii)(A) of the Loan Agreement is amended by
substituting the term "Applicable Vehicle CapEx Availability Sublimit" in place
of "$90,000,000".

            (e) Section 2 of the Loan Agreement is amended by adding the
following as Section 2.4 thereof and renumbering existing Sections 2.4 and 2.5
as Sections 2.5 and 2.6, respectively:

            2.4 Special Supplemental Loans. Subject to, and upon the terms and
      conditions contained herein, Lender agrees, commencing March __, 2002, to
      make non-revolving loans (the "Special Supplemental Loans") to each
      Borrower from time to time; provided that the Participant under the
      Participation Agreement shall have agreed to purchase additional
      Participations in an amount sufficient to fund the Special Supplemental
      Loan. Any Special Supplemental Loan requested by a Borrower or Borrowers'
      Representative shall not exceed the amount by which the Participant's
      Interest (as defined in the Participation Agreement) then exceeds the then
      outstanding principal balance of the Special Supplemental Loans. The
      Special Supplemental Loans (a) are to be repaid, together with interest
      and other amounts, in accordance with this Agreement, and the other
      Financing Agreements, (b) are secured by all the Collateral and (c) may
      not be reborrowed to the extent that all or any part thereof has been
      repaid. The aggregate principal amount of the Special Supplemental Loans
      outstanding to all Borrowers at any time shall not exceed the lesser of
      the Maximum Credit applicable to the Special Supplemental Loans or the
      amount of the then outstanding amount of the Participant's Interest. In
      the event that the outstanding amount of the Special Supplemental Loans at
      any time exceeds the then outstanding amount of the Participant's Interest
      or the Maximum Credit applicable to Special Supplemental Loans, such event
      shall not limit, waive or otherwise affect any rights of Lender in that
      circumstance or on any future occasions and Borrowers shall, upon demand
      by Lender, which may be made at any time or from time to time, immediately
      repay to Lender the


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<PAGE>

      entire amount of any such excess(es) for which payment is demanded.

            (f) Section 4 of the Loan Agreement is amended by adding the
following as Section 4.3 to be inserted following Section 4.2 thereof:

            4.3 Conditions Precedent to Special Supplemental Loans. In addition
      to the conditions precedent contained in Section 4.2 applicable to all
      Loans and Letter of Credit Accommodations, each of the following is an
      additional condition precedent to Lender making any Special Supplemental
      Loan to any Borrower hereunder:

            (a) Lender shall have received the Participation Agreement, duly
      executed and delivered by GSCP in form and substance satisfactory to
      Lender and the Participation Agreement shall be in full force and effect;

            (b) after giving effect to such Special Supplemental Loan, the
      outstanding principal balance of the Special Supplemental Loans will be
      equal to or less than the outstanding Participant's Interest and will not
      exceed the Maximum Credit applicable to Special Supplemental Loans; and

            (c) Lender and the Participant shall have received a certificate
      from an authorized officer of Borrowers' Representative, in form and
      substance satisfactory to Lender, certifying that the conditions set forth
      herein to the making of the Special Supplemental Loans have been complied
      with.

            (g) Section 6.6 of the Loan Agreement is amended by inserting the
following after the last sentence thereof:

      Notwithstanding the foregoing, Borrowers shall use the proceeds of Special
      Supplemental Loans solely (i) to pay insurance premiums (and to fund
      initial premium deposits in connection with obtaining insurance coverage
      and to fund loss funds required by insurance carriers to be established
      prospectively at the time of the renewal of insurance coverage) and
      otherwise for working capital purposes, (ii) to pay interest on the
      Special Supplemental Loans, (iii) for expenditures of Borrowers in the
      ordinary course of Borrowers' business not otherwise permitted in this
      sentence; provided that no single expenditure shall exceed $20,000 for any
      Special Supplemental Loan or $200,000 in the aggregate as to all such
      expenditures, (iv) to pay costs, expenses and fees in connection with (A)
      the placement, preparation, negotiation, execution and delivery of the
      Fourth Amendment to Loan Agreement dated as of March 1, 2002 (the "Fourth
      Amendment") and the Participation Agreement, and (B) the solicitation of
      consents under the Indenture governing the Senior Notes to permit the
      Fourth Amendment and the Participation Agreement, or (v) for such other
      purposes as


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<PAGE>

      the Participant shall consent from time to time; and, without limiting the
      generality of the foregoing limitation, except with the consent of the
      Participant, Special Supplemental Loans shall not be made or used to fund
      or repay any other Loans or Obligations.

            (h) Section 9.12 of the Loan Agreement is amended and restated in
its entirety to read as follows:

      9.12 Transactions with Affiliates. Neither Parent nor any Borrower shall,
      or permit its Subsidiaries to, enter into any transaction for the
      purchase, sale or exchange of property or the rendering of any service to
      or by any affiliate, except (a) in the ordinary course of and pursuant to
      the reasonable requirements of Parent's or such Borrower's or Subsidiary's
      business and upon fair and reasonable terms no less favorable to Parent or
      such Borrower or Subsidiary than it would obtain in a comparable arm's
      length transaction with an unaffiliated person; (b) existing and future
      employment agreements entered into by Parent or any Subsidiary of Parent
      in the ordinary course of business with the approval of a majority of the
      disinterested members of Parent's Board of Directors; (c) transactions
      between or among Parent, Borrowers, and Guarantors; (d) reasonable and
      customary fees and compensation paid to and indemnity provided on behalf
      of, officers, directors, employees or consultants of the Parent or any
      Subsidiary of Parent as determined in good faith by a majority of the
      disinterested directors of Parent's Board of Directors or, if none,
      unanimously by such Board of Directors; (e) the "Park & Ride Lease"
      between Showplace Bowling Center Inc., as lessor, and Atlantic Express
      Coachway Inc., as lessee, and the lease between Dom Rich Associates, Inc.,
      as lessor, and Staten Island Bus Inc., as lessee, in each case as in
      effect of the date hereof; (f) annual premiums paid to Atlantic North in
      the ordinary course of business for insurance, provided, that such
      premiums do not exceed the annual aggregate deductibles on Parent's
      insurance policies then in effect; and (g) the transactions contemplated
      by the Participation Agreement or in connection with any Special
      Supplemental Loans (whether made directly pursuant to the Participation
      Agreement or otherwise made directly to Borrowers).

            (i) Section 9.13 of the Loan Agreement is amended and restated in
its entirety to read as follows:

      9.13 Adjusted Net Worth. At the end of each fiscal quarter, beginning with
      the quarter ending March 31, 2002, Parent shall maintain Adjusted Net
      Worth of not less than $42,000,000.

            (j) Section 10.1(i) of the Loan Agreement is amended and restated in
its entirety to read as follows:


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<PAGE>

                  (i) Any Event of Default, or event which with notice or the
            passage of time or both, would become an Event of Default, under and
            as defined in the Indenture (provided that, a default under Section
            6.1(1) of the Indenture shall not constitute an Event of Default
            hereunder unless and until such default continues for more than the
            applicable cure period with respect thereto), or any agreement
            securing or guaranteeing payment of the Senior Notes, or (ii)
            default by any Borrower, any Subsidiary of a Borrower or any Obligor
            under any agreement, document or instrument relating to any other
            indebtedness for borrowed money owing to any person other than
            Lender, or any capitalized lease obligations, contingent
            indebtedness in connection with any guarantee, letter of credit,
            indemnity or similar type of instrument in favor of any person other
            than Lender, in any case in an amount in excess of $500,000, which
            default continues for more than the applicable cure period, if any,
            with respect thereto, or any default by any Borrower, any such
            Subsidiary or any Obligor under any material contract, lease,
            license or other obligation to any person other than Lender, which
            default continues for more than the applicable cure period, if any,
            with respect thereto;

      2. Conditions Precedent. The agreements set forth herein shall become
effective only if and when the following conditions precedent have been
satisfied as determined by Lender:

            (a) each of Borrowers shall have executed and delivered to Lender
this letter;

            (b) Lender shall have received, in form and substance satisfactory
to Lender, the opinion of Latham & Watkins as to the satisfaction of all
conditions precedent to the effectiveness of the Eighth Supplemental Indenture
(the "Supplemental Indenture") dated as of March 1, 2002, including without
limitation, the consent of the requisite percentage of the holders of the Senior
Notes to such amendments and such other matters as Lender may request;

            (c) Lender shall have received evidence satisfactory to it that the
requisite number of holders of the Senior Notes have consented, in a manner
acceptable to Lender, to the terms and conditions of the Supplemental Indenture
and the transactions contemplated thereby, and such supplemental indenture and
other amendments shall have been executed and delivered and be in full force and
effect and all conditions precedent to the effectiveness thereof shall have been
satisfied;

            (d) Lender shall have received an amendment to the Intercreditor
Agreement amending the term "Priority Amount" therein to include the Special
Supplemental Loans made hereunder, and otherwise in form and substance
satisfactory to Lender, duly executed by the collateral agent for the holders of
the Senior Notes, and in full force and effect;

            (e) each of Borrowers shall have delivered to Lender copies of
requisite corporate action and proceedings in connection with this letter, in
form and substance satisfactory to Lender and, where requested by Lender or
Lender's counsel, certified by appropriate corporate officers or governmental
authorities;


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<PAGE>

            (f) each of the representations and warranties of Borrowers set
forth in the Loan Agreement and each of the other Financing Agreements is true
and correct in all material respects as of such date; and

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

      3. Real Property. Within a reasonable period of time following the date
hereof, as determined by Lender, Borrowers shall deliver or cause to be
delivered to Lender, in form and substance satisfactory to Lender, (i)
appraisals of all of the Real Property located in the State of New York
appraised by appraisers satisfactory to Lender, and (ii) in connection with each
of the Mortgages, a valid and effective title insurance policy issued by a
company and agent acceptable to Lender (A) insuring the priority, amount and
sufficiency of the Mortgages, (B) insuring against matters that would be
disclosed by surveys and (C) containing any legally available endorsements,
assurances or affirmative coverage requested by Lender for protection of its
interests. Borrowers acknowledge and agree that the failure to provide the
foregoing will constitute an Event of Default and Lender may exercise its
remedies set forth in this Loan Agreement and/or establish Availability Reserves
in amounts and upon terms and conditions to be determined by Lender in its sole
discretion. Borrowers further agree, upon Lender's request, to execute and
deliver (or cause to be executed and delivered) such amendments to the Mortgages
relating to Real Property located in the State of New York and to take or cause
to be taken such other action as may be necessary or desirable to increase the
amount secured by such Mortgages up to an amount that is equal to eighty-five
(85%) percent of the appraised value of such Real Property.

      4. No Other Modification. Except as expressly set forth herein, the
Financing Agreements are not amended or otherwise affected in any way by this
letter and continue in full force and effect.

      5. No Waiver of Compliance. By entering into this letter, Lender has not
and shall not be deemed to have (a) waived any Event of Default now existing or
which may occur at any time hereafter or (b) limited any of Lender's rights and
remedies with respect to any Event of Default or (c) except as otherwise
expressly set forth herein, limited Lender's right to require Borrowers to
comply strictly with each term and condition of the Financing Agreements.

      6. This Letter a Financing Agreement. This letter constitutes one of the
Financing Agreements and is subject to all of the provisions of the Loan
Agreement applicable to the Financing Agreements.

      7. Fees and Expenses. In consideration of Lender's agreements contained
herein and in order to induce Lender to enter into this letter, Borrowers shall
herewith pay Lender a fee of $300,000, which Lender is authorized to charge to
Borrowers' loan account with Lender. Borrowers confirm that, under the Loan
Agreement, it shall pay Lender's attorneys' fees and expenses incurred in
connection with this letter and the transactions contemplated hereby.


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<PAGE>

      8. Ratification.

            (a) Except as expressly set forth herein, the Loan Agreement and the
other Financing Agreements are not modified hereby and each shall remain in full
force and effect in accordance with the respective provisions thereof on the
date hereof, and the Loan Agreement and the other Financing Agreements are each
in all respects ratified and affirmed. Lender's agreements herein shall not be
construed to require Lender to make or permit any other supplemental loans or
make any other amendments not expressly contemplated by the Loan Agreement on
any other occasion, regardless of the similarity of circumstances.

            (b) Guarantors hereby (i) acknowledge notice of the terms and
conditions of this letter, (ii) confirm and agree that the Guaranteed
Obligations under and as defined in the Guarantee, includes all Borrowers'
Obligations for or in respect of the principal of, accrued interest in, and
other charges now or hereafter payable in connection with the Loans, including,
without limitation, those made or continuing after giving effect to the
amendments in this letter, and (iii) confirm that, after giving effect to this
letter and to the making of the amendments to the Loan Agreement provided
herein, the Guaranty is each of their valid and binding obligation, enforceable
against each of them in accordance with its terms, without defenses, offsets, or
counterclaims, and continues in full force and effect.

      9. Representations and Warranties. Without limiting any other provision of
this letter, and as an inducement to Lender to enter into this letter, each
Borrower hereby: (a) represents, warrants and agrees that the Loan Agreement and
the other Financing Agreements are its valid and binding obligations enforceable
against it in accordance with their terms, without the right to interpose any
claims, deductions, offsets or counterclaims of any nature (other than
compulsory counterclaims); and (b) represents and warrants that:

            (i)   each of the representations and warranties of Borrowers set
                  forth in the Loan Agreement and the other Financing Agreements
                  is true and correct in all material respects, as of the date
                  hereof; and

            (ii)  after giving effect to this letter, no Event of Default, or
                  event or condition which with notice or the passage of time or
                  both would become an Event of Default, has occurred and is
                  continuing.

      10. Governing Law. This letter shall be construed in accordance with and
be governed by the laws (without giving effect to the conflicts of laws
principles that would require the application of the laws of a different
jurisdiction) of the State of New York.

      11. Counterparts. This letter may be executed in one or more counterparts,
and by Lender and each other party hereto in separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


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<PAGE>

      Please indicate Borrowers' agreement to the terms of this letter by
countersigning it in the space provided below and returning it to Lender.

                                       Very truly yours,

                                       CONGRESS FINANCIAL CORPORATION

                                       By:    /s/ Herb C. Korn
                                              ---------------------------------
                                       Name:  Herb C. Korn
                                       Title: Vice President

Accepted and Agreed:

BORROWERS

ATLANTIC EXPRESS
  TRANSPORTATION CORP.
AMBOY BUS CO., INC.
ATLANTIC-CHITTENANGO REAL
  PROPERTY CORP.
ATLANTIC-CONN. TRANSIT, INC.
ATLANTIC EXPRESS COACHWAYS,
  INC.
ATLANTIC-HUDSON, INC.
ATLANTIC MEDFORD INC.
ATLANTIC PARATRANS, INC.
ATLANTIC PARATRANS OF
  KENTUCKY, INC.
BLOCK 7932, INC.
ATLANTIC EXPRESS OF MISSOURI
  INC.
ATLANTIC EXPRESS OF
  PENNSYLVANIA, INC.
BROOKFIELD TRANSIT, INC.
COURTESY BUS CO., INC.
GVD LEASING, INC.
180 JAMAICA CORP.
K. CORR, INC.
JERSEY BUSINESS LAND CO., INC.
MERIT TRANSPORTATION, CORP.
METRO AFFILIATES, INC.
METROPOLITAN ESCORT SERVICE,
  INC.
MIDWAY LEASING, INC.
RAYBERN BUS SERVICE, INC.
RAYBERN CAPITAL CORP.
RAYBERN EQUITY CORP.
STATEN ISLAND BUS, INC.


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<PAGE>

ATLANTIC EXPRESS OF L.A., INC.
CENTRAL NEW YORK COACH SALES
  AND SERVICE, INC.
JERSEY BUS SALES, INC.
WRIGHTHOLM BUS LINE INC.
ATLANTIC PARATRANS OF
  COLORADO, INC.
ATLANTIC PARATRANS OF
  PENNSYLVANIA, INC.
ATLANTIC EXPRESS OF
  NEW JERSEY, INC.
ATLANTIC PARATRANS OF
  ARIZONA, INC.
TEMPORARY TRANSIT SERVICE,
  INC.
201 WEST SOTELLO REALTY, INC.
ATLANTIC TRANSIT, CORP.
AIRPORT SERVICES, INC.
ATLANTIC EXPRESS NEW ENGLAND,
  INC.
ATLANTIC EXPRESS OF
  CALIFORNIA, INC.
ATLANTIC EXPRESS OF
  ILLINOIS, INC.
ATLANTIC EXPRESS OF
  SOUTH CAROLINA, INC.
FIORE BUS SERVICE, INC.
GROOM TRANSPORTATION, INC.
JAMES MCCARTY LIMO SERVICE,
  INC.
MCINTIRE TRANSPORTATION, INC.
MOUNTAIN TRANSIT, INC.
R. FIORE BUS SERVICE, INC.
ROBERT L. MCCARTHY & SON, INC.
T-NT BUS SERVICE, INC.
TRANSCOMM, INC.
WINSALE, INC.
ATLANTIC PARATRANS OF NYC, INC.

By:    /s/ Alan Rubinfeld
       -------------------------------
Title: Chief Financial Officer of each of the
       Companies Listed above

Chief Executive Office
7 North Street
Staten Island, New York 10302


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