ABX HOLDINGS, INC. and NATIONAL CITY BANK, as Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of December 31, 2007Preferred Stock Rights Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • Delaware
This Preferred Stock Rights Agreement is dated as of December 31, 2007, between ABX Holdings, Inc., a Delaware corporation, and National City Bank.
GUARANTEE AND COLLATERAL AGREEMENT made by ABX HOLDINGS, INC. ABX AIR, INC., CHI ACQUISITION CORP. and their respective Subsidiaries in favor of SUNTRUST BANK, as Administrative Agent Dated as of December 31, 2007Guarantee and Collateral Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
THIS GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of December 31, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of SUNTRUST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the lending and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ABX HOLDINGS, INC., a Delaware corporation (“Holdings”), ABX AIR, INC., a Delaware corporation (“ABX”) and CHI ACQUISITION CORP., a Florida corporation (“CHI”, together with ABX, the “Borrowers”), the Lenders and the Administrative Agent.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”), dated as of December 31, 2007, is among ABX Air, Inc., a Delaware corporation (the “Company”), ABX Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), and ABX Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).
GUARANTYSubordination Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
WHEREAS, pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and among ABX Air, ABX Holdings, Inc., a Delaware corporation (the “Company”), and the several buyers from time to time party thereto (the “Purchasers”), the Company has agreed to issue senior subordinated convertible notes in the aggregate principal amount of $20,500,000 (the “Senior Subordinated Convertible Notes”) upon the terms and subject to the conditions set forth therein;
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • Florida
This Employment Agreement (“Agreement”), including the attached Exhibit A, is entered into between Cargo Holdings International, Inc., a Florida corporation (“Employer”), and Peter Fox, an individual currently residing in the State of Florida (“Employee”), on November 1, 2007.
SECURITIES PURCHASE AGREEMENTSubordination Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 31, 2007, by and among ABX Holdings, Inc., a Delaware corporation, with headquarters located at 145 Hunter Drive, Wilmington, Ohio 45117 (“ABX Holdings”), ABX Air, Inc., a Delaware corporation and a wholly owned subsidiary of ABX Holdings with headquarters located at 145 Hunter Drive, Wilmington, Ohio 45117 (“ABX Air” and together with ABX Holdings, the “Companies”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTSubordination Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2008, by and among ABX Holdings, Inc., a Delaware corporation, with headquarters located at 145 Hunter Drive, Wilmington, Ohio 45117 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
CREDIT AGREEMENT DATED AS OF DECEMBER 31, 2007 AMONG ABX HOLDINGS, INC., ABX AIR, INC. AND CHI ACQUISITION CORP., THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, AS ADMINISTRATIVE AGENT, REGIONS BANK, AS SYNDICATION AGENT AND FIFTH THIRD...Credit Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
THIS CREDIT AGREEMENT, dated as of December 31, 2007, among ABX AIR, INC., a Delaware corporation (“ABX”), CHI ACQUISITION CORP., a Florida corporation (“CHI”; together with ABX, each a “Borrower” and collectively the “Borrowers”), ABX HOLDINGS, INC., a Delaware corporation (“Holdings”), the lending and other financial institutions listed from time to time on Annex 1.1A hereto (each a “Lender” and, collectively, the “Lenders”) and SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1 are used herein as so defined.
ESCROW AGREEMENTEscrow Agreement • January 7th, 2008 • ABX Holdings, Inc. • Air courier services • New York
This Escrow Agreement, dated December 31, 2007 (this “Escrow Agreement”), is among ABX Holdings, Inc., a Delaware corporation (“ABX Holdings”), ABX Air, Inc., a Delaware corporation and a wholly owned subsidiary of ABX Holdings (“ABX Air” and together with ABX Holdings, the “Companies”), each of the significant shareholders listed on the Schedule of Significant Shareholders attached hereto (individually, a “Significant Shareholder” or a “Buyer” and collectively, the “Significant Shareholders” or the “Buyers”; ABX Holdings, ABX Air and the Significant Shareholders, collectively, the “Parties” and, individually, a “Party”), and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
