0001193125-08-022994 Sample Contracts

February 6, 2008
Confidentiality and Standstill Agreement • February 7th, 2008 • Red Mountain Capital Partners LLC • Air courier services • Ohio

As you know, Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”), Red Mountain Capital Partners II, L.P., a Delaware limited partnership, Red Mountain Capital Partners III, L.P., a Delaware limited partnership, RMCP GP LLC, a Delaware limited liability company, Red Mountain Capital Management, Inc., a Delaware corporation, and Willem Mesdag, a natural person and citizen of the United States of America (collectively, but excluding Red Mountain, the “Affiliates”), filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on November 20, 2006, concerning the beneficial ownership of Red Mountain and the Affiliates of shares of common stock, $0.01 par value per share, of ABX Holdings, Inc., a Delaware corporation (“ABX Holdings”). An Amendment to the Schedule 13D was filed on September 24, 2007, referencing and incorporating a letter to the board of directors of ABX Holdings (the “Board of Directors”). In response to Red Mountain’s req

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