<PAGE>

                                                             Exbihit 10.2.1


                                    AMENDMENT

                  THIS AMENDMENT is entered into as of May 18, 1998, by and
among CONGRESS FINANCIAL CORPORATION, a California 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 (each individually, an "Existing Borrower" and
any two or more collectively, "Existing 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 (each individually, including Parent, an "Existing
Guarantor" and any two or more collectively, "Existing Guarantors"), ATLANTIC
EXPRESS OF L.A. INC., a California corporation ("AELA"), CENTRAL NEW YORK COACH
SALES & SERVICE INC., a New York corporation ("Central"), JERSEY BUS SALES,
INC., a New Jersey corporation ("Jersey", and together with Central, AELA and
Existing Borrowers, hereinafter collectively referred to as "Borrowers")
ATLANTIC-CHITTENANGO REAL PROPERTY CORP., a New York corporation
("Chittenango"), 201 WEST SOTELLO REALTY, INC., a California Corporation
("201"), JERSEY BUSINESS LAND CO. INC., a New Jersey corporation ("Jersey Land"
and, together with Chittenago and Existing Guarantors, hereinafter collectively
referred to as "Guarantors").

                                R E C I T A L S:

                  WHEREAS, (i) Existing Borrowers, Parent, and Lender entered
into that certain Loan and Security Agreement, dated February 4, 1997, (the
"Loan Agreement"), pursuant to which Lender has made and may continue to make
loans and other financial accommodations to Borrowers, and (ii) each Existing
Borrower entered into a Guarantee dated February 4, 1997 (the "Borrower
Guarantee"), to guarantee to Lender the payment and performance of each other
Borrower's obligations to Lender;

                  WHEREAS, Existing Guarantors entered into (i) a Guarantee
dated February 4, 1997 (the "Guarantee"), to guarantee to Lender the payment and
performance of Borrowers' obligations to Lender, and (ii) a General Security
Agreement dated February 4, 1997 (the "Guarantor Security Agreement"), to secure
their obligations under the Guarantee;


                                       1
<PAGE>


                  WHEREAS, Central, Jersey, Chittenango, AELA, 201 and Jersey
Land are wholly owned subsidiaries of Parent acquired by Parent since the date
of the Loan Agreement with the consent of Lender;

                  WHEREAS, under the Loan Agreement, Parent is permitted to
acquire a new subsidiary only if such subsidiary becomes a "Borrower" or a
"Guarantor" under the Loan Agreement and grants to Lender a first priority
security interest in certain of its property;

                  WHEREAS, Borrowers and Existing Guarantor have requested
Lender, and Lender is willing to agree, on the terms and conditions hereof, to
amend the Loan Agreement and the other Financing Agreements to include Central,
Jersey and AELA as "Borrowers" thereunder and to provide for additional
borrowing availability based upon certain eligible assets of Central, Jersey and
AELA; and

                  WHEREAS, Chittenango, Jersey Land and 201 have agreed to
become Guarantors under the Guarantee.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto do hereby agree as follows:

                  1. Incorporation of Definitions. All capitalized terms used in
this Amendment and not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement or the Intercreditor Agreement (as such term is
defined in the Loan Agreement).

                  2. Amendments to Loan Agreement. Effective upon the
satisfaction of the conditions set forth in Section 5 of this Amendment:

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

                           "Central" shall mean Central New York Coach Sales &
                           Service Inc., a New York corporation.

                           "Eligible Inventory" shall mean Inventory consisting
                           of new and used buses held by Central or Jersey for
                           sale or lease in the ordinary course of the business
                           of Central or Jersey and which are acceptable to
                           Lender based on the criteria set forth below. In
                           general, Eligible Inventory shall not include (a)
                           components and spare parts held for sale as
                           replacement parts or held for use in vehicle
                           maintenance or repair; (b) supplies used or consumed
                           in Borrowers' business; (c) Inventory at premises
                           other than those owned and controlled by Borrowers,
                           except if Lender shall have received an agreement in
                           writing from the person in possession of such


                                       2
<PAGE>

                           Inventory and/or the owner or operator of such
                           premises in form and substance satisfactory to Lender
                           acknowledging Lender's first priority security
                           interest in the Inventory, waiving security interests
                           and claims by such person against the Inventory and
                           permitting Lender access to, and the right to remain
                           on, the premises so as to exercise Lender's rights
                           and remedies and otherwise deal with the Collateral;
                           (d) Inventory subject to a security interest or lien
                           in favor of any person other than Lender except those
                           permitted in this Agreement; (e) bill and hold goods;
                           (f) unserviceable, obsolete or slow moving Inventory;
                           (g) Inventory which is not subject to the first
                           priority, valid and perfected security interest of
                           Lender; (h) returned, damaged and/or defective
                           Inventory including, without limitation, buses which
                           are not in good operating condition or which do not
                           meet all necessary safety standards for the use for
                           which they are intended; (i) Inventory as to which a
                           certificate of title (other than a dealer's or
                           comparable certificate or title) has been issued,
                           unless (i) Lender's security interest in such
                           Inventory has been reflected in accordance with
                           applicable law on such certificate of title or (ii)
                           Lender's security interest is not required to be
                           reflected thereon under applicable law in order to be
                           perfected; (j) Inventory on lease or rental to any
                           Person; (k) Inventory purchased or sold on
                           consignment; and (l) Inventory acquired or held for
                           sale, lease, or other disposition to, or for use in
                           the operations of, any other Borrower, any Guarantor,
                           or any Affiliate of any thereof. General criteria for
                           Eligible Inventory may be established and revised
                           from time to time by Lender in good faith. Any
                           Inventory which is not Eligible Inventory shall
                           nevertheless be part of the Collateral.

                           "Jersey" shall mean Jersey Bus Sales, Inc., a New
                           Jersey corporation.

                           "Value" shall mean, as determined by Lender in good
                           faith, with respect to Inventory, the lesser of (a)
                           the actual cost determined on a specific
                           identification basis in accordance with GAAP or, in
                           the case of used buses, computed in accordance with
                           such other method as is acceptable to Lender in its
                           sole discretion, and (b) the net realizable value of
                           such Inventory determined in accordance with GAAP.

                  (b) Section 1.20 of the Loan Agreement is amended by: (i)
amending subsection (c) of such Section to refer to "Section 7.2(b)" instead of
"Section 7.2(c)"; (ii) redesignating subsection (p) of such Section as
subsection (q); and (iii) deleting "and" at the end of subsection (o) and adding
the following additional subsection following subsection (o) of such Section:

                                    "(p) such Accounts do not represent payments
                           due in respect of the lease or rental of goods; and"

                  (c) Section 1.40 of the Loan Agreement is amended in its
entirety to read as follows:


                                       3
<PAGE>

                           "Inventory" of a Borrower shall mean (i) for all
                           Borrowers other than Central and Jersey, all of such
                           Borrower's now owned and hereafter existing or
                           acquired inventory consisting of fuel and oil and
                           other supplies used or useful in such Borrower's
                           business and spare parts for vehicles, wherever
                           located, and (ii) for Central and Jersey, all of such
                           Borrower's now owned or hereafter existing or
                           acquired raw materials, work in process, finished
                           goods, and all other inventory of whatsoever kind or
                           nature, wherever located.

                  (d) Section 2.1(a) of the Loan Agreement is amended in its
entirety to read as follows:

                           2.1  Revolving Loans.

                              (a) Subject to, and upon the terms and conditions
                           contained herein, Lender agrees to make Revolving
                           Loans to each Borrower from time to time in amounts
                           requested by such Borrower or the Borrowers'
                           Representative up to an amount, which, when taken
                           together with all other Revolving Loans which are
                           outstanding to Borrowers, does not exceed the sum of:

                              (i) eighty-five (85%) percent of the aggregate Net
                           Amount of Eligible Accounts of all Borrowers, plus

                             (ii) the lesser of: (A) the sum of (1) eighty (80%)
                           percent of the aggregate Value of Eligible Inventory
                           of Central and Jersey consisting of new buses plus
                           (2) the lesser of: (x) $1,000,000 and (y) fifty (50%)
                           percent of the aggregate Value of Eligible Inventory
                           of Central and Jersey consisting of used buses; or
                           (B) $10,000,000, less

                            (iii) any Availability Reserves.

                  (e) Section 2.1(b) of the Loan Agreement is amended in its
entirety to read as follows:

                           (b) Lender may, in its discretion, from time to time,
                           upon not less than five (5) Business Days prior
                           telephonic notice to Borrowers' Representative (which
                           may, in Lender's sole discretion, be confirmed by
                           Lender in writing at any time thereafter without
                           limiting the effectiveness of the original telephonic
                           notice), (i) reduce the lending formula with respect
                           to Eligible Accounts to the extent that Lender
                           determines in good faith that: (A) the dilution with
                           respect to the Accounts for any period (based on the
                           ratio of (1) the aggregate amount of reductions in
                           Accounts other than as a result of payments in cash
                           to (2) the aggregate amount of total revenues) has
                           increased in any material respect or may be
                           reasonably 



                                       4
<PAGE>

                           anticipated to increase in any material respect above
                           historical levels, or (B) the general
                           creditworthiness of account debtors has declined or
                           (ii) reduce any of the lending formulas with respect
                           to Eligible Inventory to the extent that Lender
                           determines that: (A) the number of days of the
                           turnover of the Inventory for any period has changed
                           in any material respect or (B) the liquidation value
                           of the Eligible Inventory, or any category thereof,
                           has decreased, or (C) the nature and quality of the
                           Inventory has deteriorated. In determining whether to
                           reduce any of the lending formulas, Lender may
                           consider events, conditions, contingencies or risks
                           which are also considered in determining Eligible
                           Accounts, Eligible Inventory or in establishing
                           Availability Reserves.

                  (f) Section 2.1 of the Loan Agreement is amended by adding the
following subsection (d) at the end thereof:

                           (d) For purposes only of applying the sublimit on
                           Revolving Loans based on Eligible Inventory pursuant
                           to Section 2.1(a)(ii)(B), Lender may treat the then
                           undrawn amounts of outstanding Letter of Credit
                           Accommodations for the purpose of purchasing Eligible
                           Inventory as Revolving Loans to the extent Lender is
                           in effect basing the issuance of the Letter of Credit
                           Accommodations on the Value of the Eligible Inventory
                           being purchased with such Letter of Credit
                           Accommodations. In determining the actual amounts of
                           such Letter of Credit Accommodations to be so treated
                           for purposes of the sublimit, the outstanding
                           Revolving Loans and Availability Reserves shall be
                           attributed first to any components of the lending
                           formulas in Section 2.1(a) that are not subject to
                           such sublimit, before being attributed to the
                           components of the lending formulas subject to such
                           sublimit.

                  (g) Section 2.2(c) of the Loan Agreement is amended in its
entirety to read as follows:

                           (c) No Letter of Credit Accommodations shall be
                           available unless on the date of the proposed issuance
                           of any Letter of Credit Accommodations, the Revolving
                           Loans available to the Borrowers (subject to the
                           Maximum Credit and any Availability Reserves) are
                           equal to or greater than: (i) if the proposed Letter
                           of Credit Accommodation is for the purpose of
                           purchasing Eligible Inventory, the sum of (A) the
                           percentage equal to one hundred (100%) percent minus
                           the then applicable percentage set forth in Section
                           2.1(a)(ii)(A) above the Value of such Eligible
                           Inventory, plus (B) freight, taxes, duty and other
                           amounts which Lender estimates must be paid in
                           connection with such Inventory upon arrival and for
                           delivery to one of Borrowers' locations for Eligible
                           Inventory within the United States of America and
                           (ii) if the proposed Letter of Credit Accommodation
                           is for any other purpose, an amount equal to one
                           hundred (100%) percent of the 



                                       5
<PAGE>

                           face amount of such proposed Letter of Credit
                           Accommodations and all other commitments and
                           obligations made or incurred by Lender with respect
                           thereto. Effective on the issuance of each Letter of
                           Credit Accommodation, an Availability Reserve shall
                           be established in the applicable amount set forth in
                           Section 2.2(c)(i) or Section 2.2(c)(ii).

                  (h) Section 7.1 of the Loan Agreement is amended in its
entirety to read as follows:

                           7.1 Collateral Reporting. Each Borrower shall provide
                           Lender with the following documents in a form
                           satisfactory to Lender: (a) on a weekly basis or
                           other regular basis as required by Lender, a
                           borrowing base report, which shall be in form,
                           substance and detail satisfactory to Lender, (b) on a
                           monthly basis or more frequently as Lender may
                           request, (i) perpetual inventory reports, (ii)
                           inventory reports by category and (iii) agings of
                           accounts payable and accounts receivable, (c) upon
                           Lender's request, (i) copies of customer statements
                           and credit memos, remittance advices and reports, and
                           copies of deposit slips and bank statements, (ii)
                           copies of shipping and delivery documents, and (iii)
                           copies of purchase orders, invoices and delivery
                           documents for Inventory acquired by Central or
                           Jersey; and (d) such other reports as to the
                           Collateral as Lender shall request from time to time.
                           At any time that Excess Availability is less than
                           $5,000,000, Lender shall have the right to require
                           the foregoing documents and reports to be provided to
                           it on a more frequent basis determined by Lender. If
                           any of a Borrower's records or reports of the
                           Collateral are prepared or maintained by an
                           accounting service, contractor, shipper or other
                           agent, such Borrower hereby irrevocably authorizes
                           such service, contractor, shipper or agent to deliver
                           such records, reports, and related documents to
                           Lender and to follow Lender's instructions with
                           respect to further services at any time that an Event
                           of Default exists or has occurred and is continuing.

                  (i) Section 7 of the Loan Agreement is amended by adding the
following as Section 7.3 and renumbering existing Sections 7.3, 7.4 and 7.5 as
Sections 7.4, 7.5 and 7.6, respectively:

                           7.3 Inventory Covenants. With respect to the
                           Inventory: (a) Central and Jersey shall at all times
                           maintain inventory records reasonably satisfactory to
                           Lender, keeping correct and accurate records
                           itemizing and describing the kind, type, quality and
                           quantity of Inventory, such Borrowers' cost therefor
                           and daily withdrawals therefrom and additions
                           thereto; (b) Central and Jersey shall conduct a
                           physical count of the Inventory at least once each
                           year, but at any time or times as Lender may request
                           on or after an Event of Default, and promptly
                           following such physical inventory shall supply Lender
                           with a report in the form and with such specificity
                           as may 



                                       6
<PAGE>

                           be reasonably satisfactory to Lender concerning such
                           physical count; (c) Central and Jersey shall not
                           remove any Inventory from the locations set forth or
                           permitted herein, without the prior written consent
                           of Lender, except for sales of Inventory in the
                           ordinary course of such Borrowers' business and
                           except to move Inventory directly from one location
                           set forth or permitted herein to another such
                           location; (d) upon Lender's request, each of Central
                           and Jersey shall, at its expense, no more than once
                           in any calendar year, but at any time or times as
                           Lender may request on or after an Event of Default,
                           deliver or cause to be delivered to Lender written
                           reports or appraisals as to its Inventory in form,
                           scope and methodology acceptable to Lender and by an
                           appraiser acceptable to Lender, addressed to Lender
                           or upon which Lender is expressly permitted to rely;
                           (e) Central and Jersey shall give Lender not less
                           than two (2) days prior written notice of any sale,
                           lease, or other disposition of Inventory to, or use
                           of any Inventory in the operations of, any other
                           Borrower, any Guarantor, or any Affiliate of any
                           thereof, and shall give Lender written notice of the
                           acquisition or identification of any Inventory for or
                           to the foregoing purposes, not less than two (2) days
                           after such acquisition or identification; (f) Central
                           and Jersey shall produce, use, store and maintain the
                           Inventory with all reasonable care and caution and in
                           accordance with applicable standards of any insurance
                           and in conformity with applicable laws (including the
                           requirements of the Federal Fair Labor Standards Act
                           of 1938, as amended, and all rules, regulations and
                           orders related thereto); (g) Central and Jersey
                           assume all responsibility and liability arising from
                           or relating to the production, use, sale or other
                           disposition of their Inventory; (h) Central and
                           Jersey shall not sell Inventory to any customer on
                           approval, or any other basis which entitles the
                           customer to return or may obligate such Borrower to
                           repurchase such Inventory; (i) Central and Jersey
                           shall keep the Inventory in good and marketable
                           condition; and (j) Central and Jersey shall not,
                           without prior written notice to Lender, acquire or
                           accept any Inventory on consignment or approval.

                  3. (a) Each of Central, Jersey and AELA hereby join in and
become a party to the Loan Agreement as a Borrower and, as a Borrower, hereby
join in and become a party to each other Financing Agreement to which the
Borrowers are parties (including, without limitation, the Borrower Guarantee),
and each of Central and Jersey hereby assume and agree to be bound by and to
perform and discharge each of the Obligations and each other duty, covenant,
agreement, liability, and obligation of the Borrowers under the Loan Agreement
and the Financing Agreements, in each case with the same effect as if Central
and Jersey had been named as Borrowers in and had executed and delivered the
Loan Agreement and such other Financing Agreements. All references in any of the
Financing Agreements to the terms "Borrowers", "Debtors", "us", "we", "our" or
any other term referring to the same shall be deemed and each such reference is
hereby amended to mean and include Central and Jersey.



                                       7
<PAGE>

                           (b) Each of Chittenango, Jersey and 201 Land hereby
join in and become a party to the Guarantee as a Guarantor and, as a Guarantor,
hereby join in and become a party to each other Financing Agreement to which the
Guarantors are parties (including, without limitation, the Guarantor Security
Agreement), and each of Chittenango and Jersey Land hereby assume and agree to
be bound by and to perform and discharge each of the Obligations and each other
duty, covenant, agreement, liability, and obligation of the Guarantors under the
Guarantee and the Financing Agreements, in each case with the same effect as if
Chittenango and Jersey Land has been named as Guarantors in and had executed and
delivered the Guarantee and such other Financing Agreements. All references in
any of the Financing Agreements to the terms "Guarantors", "Debtors", "us",
"we", "our" or any other term referring to the same shall be deemed and each
such reference is hereby amended to mean and include Chittenango and Jersey
Land.

                  4. Acknowledgment. Each of the Borrowers (including, without
limitation, Central and Jersey) and each of the Guarantors (including, without
limitation, Chittenango and Jersey Land) hereby acknowledge, confirm and agree
that Existing Borrowers are indebted to Lender for Obligations as of the close
of business on February 9, 1998, in respect of the loans and other credit
accommodations made pursuant to the Financing Agreements in the aggregate
principal amount of approximately $3,852,200.98 together with interest accrued
and accruing thereon, and together with costs, expenses, fees (including
attorneys' fees and legal expenses) and other charges now or hereafter owed by
Existing Borrowers to Lender, all of which are unconditionally owing by Existing
Borrowers to Lender, without offset, defense or counterclaim of any kind, nature
and description whatsoever.

                  5. Conditions Precedent. The amendments to the Loan Agreement
set forth in Section 2 shall not be effective unless and until each of the
following conditions precedent is satisfied as determined by Lender:

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

                                    (b) each of the Guarantors shall have
                           executed and delivered the acknowledgement attached
                           hereto to Lender;

                                    (c) the Collateral Agent shall have executed
                           and delivered to Lender an amendment to the
                           Intercreditor Agreement, in form and substance
                           satisfactory to Lender;

                                    (d) Lender shall have received evidence,
                           including, without limitation, lien and title
                           searches in form and substance satisfactory to
                           Lender, that after giving effect to the amendments
                           affected hereby, and the consummation of the other
                           transactions contemplated hereby, Lender has a valid
                           and perfected first priority security interest in and
                           lien on the Collateral and any other property which
                           is intended to be security for the Obligations;



                                       8
<PAGE>

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

                                    (f) Lender shall have received from each of
                           Central, Jersey, AELA, Chittenango, 201 and Jersey
                           Land evidence of insurance and loss payee
                           endorsements required under the Financing Agreements,
                           in form and substance acceptable to Lender, and
                           certificates of insurance policies and/or
                           endorsements naming Lender as loss payee;

                                    (g) Lender shall have received, in form and
                           substance satisfactory to Lender, all such consents,
                           acknowledgments, amendments and other agreements from
                           third parties which Lender may deem necessary or
                           desirable in order to permit, protect and perfect,
                           and/or to assure the continuing full force and
                           effectiveness of, after giving effect to amendment
                           and agreements contained in this Amendment, (i)
                           Lender's security interests in and liens on the
                           Collateral or any other property which is intended to
                           be security for the Obligations, and (ii) any
                           consents or agreements with which Lender has been
                           provided, or which have been made in Lender's favor
                           or for Lender's benefit, at any time in connection
                           with the financing provided by Lender pursuant to the
                           Financing Agreements;

                                    (h) Lender shall have received an opinion or
                           opinions of counsel, in form and substance and from
                           counsel satisfactory to Lender, covering such matters
                           relating to this Amendment, the transactions
                           contemplated hereby, and the other Financing
                           Agreements and such other matters as Lender shall
                           request;

                                    (i) each of the representations and
                           warranties of Borrowers and Guarantors 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

                                   (j) 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.

                  6. Expenses. Each of Borrowers and Guarantors confirms that,
under the Loan Agreement, it shall pay Lender's attorneys' fees and reasonable
expenses incurred in connection with this Amendment and the transactions
contemplated hereby.



                                       9
<PAGE>

                  7. Ratification. Each of Borrowers and Guarantors hereby
ratify, assume, adopt and agree to be bound by the Financing Agreements and
agree to pay all of the Obligations arising thereunder in accordance with the
terms of the Financing Agreements. 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 any amendment
to the Loan Agreement or any other Financing Agreements, on any other occasion,
regardless of the similarity of circumstances. The amendments contained herein
shall not be construed to limit or waive any of Lender's rights and remedies
under the Financing Agreements with respect to any Event of Default occurring
hereafter or any currently existing Event of Default not expressly waived
herein.

                  8. Representations and Warranties. Without limiting any other
provision of this Amendment, and as an inducement to Lender to enter into this
Amendment, (a) each of Borrower and Guarantor hereby: (i) represents, warrants
and agrees that the Loan Agreement, this Amendment and the other Financing
Agreements to which it is a party, after giving effect to all amendments and
agreements contained herein, constitute its valid and binding obligations,
enforceable against it in accordance with their respective terms, without
defenses, offsets or counterclaims; and (ii) represents and warrants that (A)
each of the representations and warranties of such Borrower or Guarantor 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 (B) after giving
effect to this Amendment, there exists 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, and (b) each of Jersey, Central, Chittenango,
and Jersey Land represents, warrants and agrees that: (i) it is a corporation
duly organized and in existence and good standing under the laws of the state of
its 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 it or its ownership of property makes such
qualification or registration necessary; and (ii) the execution, delivery and
performance of this Amendment and the other Financing Agreements to which it is
a party, and all borrowings or guarantees contemplated hereby and thereby, after
giving effect to all amendments and agreements contained herein, are within its
power, have been duly authorized by all necessary corporate or other action and
are not in contravention of the terms of any of its articles of incorporation,
by-laws or other organizational documentation or any law, regulation, decree,
order, judgement, indenture, agreement or undertaking to which it is a party or
by which it or any of its property is bound.

                  9. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York, without
giving effect to any conflicts of laws provisions of such State.

                  10. Headings. The headings indicated herein are inserted for
convenience only and shall not be considered a part of this Amendment, nor in
any way limit the construction or interpretation of this Amendment.


                                       10
<PAGE>

                  11. Amendments and Waivers. Neither this Amendment 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 be in writing and signed by an authorized
officer of Lender. Any such waiver shall be enforceable only to the extent
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.

                  12. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                     [THIS SPACE INTENTIONALLY LEFT BLANK.]



                                       11
<PAGE>




                           IN WITNESS WHEREOF, this Amendment has been executed
and delivered by each of the parties hereto by a duly authorized officer of each
such party on the date first set forth above.

LENDER                                         BORROWERS
------                                         ---------
CONGRESS FINANCIAL CORPORATION                 AMBOY BUS CO., INC.

By:   Lawrence S. Forte                        By:/s/ Domenic Gatto
      --------------------------                  ---------------------------  
                                                      Title: President

Title: First Vice President
       --------------------------                  
Address:                                       Chief Executive Office:
--------                                       ---------------------------  

1133 Avenue of the Americas                    7 North Street
New York, New York  10036                      Staten Island, New York 10302

                                               ATLANTIC-CONN. TRANSIT, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               ATLANTIC-HUDSON, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                       12
<PAGE>


                                               ATLANTIC PARATRANS, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               ATLANTIC PARATRANS OF KENTUCKY
                                                 INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               ATLANTIC COACHWAYS, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                              ATLANTIC EXPRESS OF MISSOURI, INC.

                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President


                                       13
<PAGE>

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

                                               ATLANTIC EXPRESS OF
                                                 PENNSYLVANIA, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               Chief Executive Office:

                                               7 North Street
                                               Staten Island, New York 10302

                                               BROOKFIELD TRANSIT INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               COURTESY BUS CO., INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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


                                       14
<PAGE>

                                               K. CORR, INC.

                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               MERIT TRANSPORTATION CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               METROPOLITAN ESCORT SERVICE,
                                                 INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               RAYBERN BUS SERVICE, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President


                                       15
<PAGE>

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

                                               RAYBERN CAPITAL CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               RAYBERN EQUITY CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               STATEN ISLAND BUS, INC.
                                               Chief Executive Office:
                                               -------------------------

                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               7 North Street
                                               Staten Island, New York 10302

                                               CENTRAL NEW YORK COACH SALES &
                                                 SERVICE, INC.


                                       16
<PAGE>

                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               Chief Executive Office:
                                               -------------------------
                                               JERSEY BUS SALES, INC.
                                               Chief Executive Office:
                                               -------------------------
                                               ______________________________
                                               ______________________________

                                               ATLANTIC EXPRESS OF L.A. INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               Chief Executive Office:
                                               -------------------------
                                               ______________________________
                                               ______________________________

                                               PARENT

                                               ATLANTIC EXPRESS TRANSPORTATION
                                                 CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

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

                                               GUARANTORS
                                               ----------
                                               ATLANTIC EXPRESS
                                                 TRANSPORTATION CORP.


                                       17
<PAGE>

                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               BLOCK 7932, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

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


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               180 JAMAICA CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302


                                       18
<PAGE>


                                               METRO AFFILIATES, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               MIDWAY LEASING INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               TEMPORARY TRANSIT SERVICE,
                                                 INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               ATLANTIC-CHITTENANGO REAL
                                                   PROPERTY CORP.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President


                                       19
<PAGE>


                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               JERSEY BUSINESS LAND CO. INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               7 North Street
                                               Staten Island, New York 10302

                                               201 WEST SOTELLO REALTY, INC.


                                               By:/s/ Domenic Gatto
                                                  -------------------------
                                                      Title:    President

                                               CHIEF EXECUTIVE OFFICE:
                                               -------------------------
                                               ______________________________
                                               ______________________________


                                       20
<PAGE>



         Each of the undersigned, in its capacity as the guarantor under a
Guarantee dated February 4, 1997 made in favor of Lender (the "Guarantee") with
respect to the obligations of one or all of the Existing Borrowers (as such term
is defined in the foregoing Amendment) hereby (i) confirms that it has reviewed
the foregoing Amendment and is familiar with its contents, and (ii) represents,
warrants and agrees that after giving effect to the Amendment and the
transactions contemplated thereby, (a) the Guarantee continues to be in full
force and effect, is their valid and binding obligation enforceable in
accordance with its terms, and is not subject to any defense, setoff or
counterclaim, and (b) the terms "Obligor" and "Borrower" as defined in the
Guarantee include each of Central and Jersey (as defined in the foregoing
Amendment), and (c) the Guaranteed Obligations (as defined in the Guarantee)
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 Amendment or any transaction thereunder,
including, without limitation, any and all indebtedness, liabilities and
obligations of Central and Jersey to Lender. Each of such 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 Guarantee.

Dated:  May 18, 1998


GUARANTORS
----------
ATLANTIC EXPRESS
  TRANSPORTATION CORP.

By:/s/ Domenic Gatto
   -----------------
Title: President


CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302


BLOCK 7932, INC.


By:/s/ Domenic Gatto
   -----------------
Title: President


                                       21
<PAGE>


CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302

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

By:/s/ Domenic Gatto
   -----------------
Title: President



CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302



180 JAMAICA CORP.

By:/s/ Domenic Gatto
   -----------------
Title: President



CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302



METRO AFFILIATES, INC.

By:/s/ Domenic Gatto
   -----------------
Title: President



                                       22
<PAGE>

CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302



MIDWAY LEASING INC.

By:/s/ Domenic Gatto
   -----------------
Title: President



CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302



TEMPORARY TRANSIT SERVICE,
  INC.

By:/s/ Domenic Gatto
   -----------------
Title: President



CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302



ATLANTIC-CHITTENANGO REAL
    PROPERTY CORP.

By:/s/ Domenic Gatto
   -----------------
Title: President


                                       23
<PAGE>


CHIEF EXECUTIVE OFFICE:
-----------------------
7 North Street
Staten Island, New York 10302


JERSEY BUSINESS LAND CO. INC.

By:/s/ Domenic Gatto
   -----------------
Title: President


CHIEF EXECUTIVE OFFICE:
-----------------------
______________________________
______________________________


201 WEST SOTELLO REALTY, INC.

By:/s/ Domenic Gatto
   -------------------
Title: President

CHIEF EXECUTIVE OFFICE:
-----------------------
______________________________
______________________________

                                       24