DELIVERED BY BORROWERS AND IS IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF
AND THE AGREEMENTS AND OBLIGATIONS OF BORROWERS CONTAINED HEREIN CONSTITUTE
LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWERS ENFORCEABLE AGAINST SUCH
BORROWERS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
13.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT; RATIFICATION AND
CONFIRMATION OF THE FINANCING AGREEMENTS.
THIS AMENDMENT NO. 5 CONTAINS THE
ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS TERM SHEETS, PROPOSALS, DISCUSSIONS,
NEGOTIATIONS, CORRESPONDENCE, COMMITMENTS AND COMMUNICATIONS BETWEEN OR AMONG
THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF.
THIS AMENDMENT NO. 5 MAY NOT
BE MODIFIED OR ANY PROVISION WAIVED, EXCEPT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM SUCH MODIFICATION OR WAIVER IS SOUGHT TO BE ENFORCED.
EXCEPT FOR
THOSE PROVISIONS SPECIFICALLY MODIFIED OR WAIVED PURSUANT HERETO, THE LOAN
AGREEMENT AND OTHER FINANCING AGREEMENTS ARE HEREBY RATIFIED, RESTATED AND
CONFIRMED BY THE PARTIES HERETO AS OF THE EFFECTIVE DATE HEREOF.
TO THE EXTENT
OF CONFLICT BETWEEN THE TERMS OF THIS AMENDMENT NO. 5 AND THE LOAN AGREEMENT AND
OTHER FINANCING AGREEMENTS, THE TERMS OF THIS AMENDMENT NO. 5 SHALL CONTROL.
14.
GOVERNING LAW.
THIS AMENDMENT NO. 5 AND THE
RIGHTS AND OBLIGATIONS HEREUNDER OF EACH OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
15.
BINDING EFFECT.
THIS AMENDMENT NO. 5 SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF EACH OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
16.
COUNTERPARTS.
THIS AMENDMENT NO. 5 MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, BUT ALL OF SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
IN MAKING PROOF OF THIS
AMENDMENT NO. 5 IT SHALL NOT BE NECESSARY TO PRODUCE OR ACCOUNT FOR MORE THAN
ONE COUNTERPART THEREOF SIGNED BY EACH OF THE PARTIES HERETO.
17.
HEADINGS.
THE HEADINGS LISTED HEREIN ARE
FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE MATTERS TO BE CONSTRUED IN
INTERPRETING THIS AMENDMENT NO. 5.
6
IN WITNESS WHEREOF, Agent, Lenders, Borrowers and Guarantors have caused these
presents to be duly executed as of the day and year first above written.
BORROWERS
Atlantic Express Transportation Corp.
Amboy Bus Co., Inc.
Atlantic Express Coachways, Inc.
Atlantic Express of L.A. Inc.
Atlantic Express of Missouri Inc.
Atlantic Express of New Jersey, Inc.
Atlantic Express of Pennsylvania, Inc.
Atlantic-Hudson, Inc.
Atlantic Paratrans, Inc.
Atlantic Paratrans of NYC, Inc.
Atlantic Queens Bus Corp.
Block 7932, Inc.
Brookfield Transit Inc.
Courtesy Bus Co., Inc.
Jersey Business Land Co., Inc.
G.V.D. Leasing Co., Inc.
180 Jamaica Corp.
Merit Transportation Corp.
Metro Affiliates, Inc.
Metropolitan Escort Service, Inc.
Midway Leasing Inc.
Staten Island Bus, Inc.
Temporary Transit Service, Inc.
201 West Sotello Realty, Inc.
Wrightholm Bus Line, Inc.
Atlantic Transit Corp.
Airport Services, Inc.
Atlantic Express New England, Inc.
Atlantic Express of California, Inc.
Atlantic Express of Illinois, Inc.
Atlantic Paratrans of Arizona,