North Street Staten Island Uses in Amendments and Waivers Clause

Amendments and Waivers from Equity Registration Rights Agreement

This Equity Registration Rights Agreement (this Agreement) is made and entered into as of March 3, 2005, by and among Atlantic Express Transportation Corp., a New York corporation (the Company), Atlantic Express Transportation Group, Inc., a Delaware corporation (Parent), and Airlie Opportunity Capital Management, L.P., a Delaware limited partnership (the Investor).

Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company, the Parent and the written consent of the Holders of a majority of the Registrable Securities affected by such amendment, modification, supplement, waiver or consent.

Amendments and Waivers from Equity Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement (the Purchase Agreement), dated as of April 16, 2004, by and among the Company, the Guarantors named therein and the Initial Purchaser. To induce the Initial Purchaser to purchase the Units, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 3 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company, the Parent and the written consent of the Holders of a majority of the Registrable Securities affected by such amendment, modification, supplement, waiver or consent.