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| ABXA > SEC Filings for ABXA > Form 8-K on 21-Mar-2008 | All Recent SEC Filings |
21-Mar-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On December 31, 2007, ABX Holdings, Inc. ("ABX Holdings"), ABX Air, Inc. ("ABX Air") and certain former shareholders of Cargo Holdings International, Inc. (the "Significant Shareholders") entered into a Securities Purchase Agreement, pursuant to which the Significant Shareholders may loan ABX Holdings and ABX Air $61 million (the "Significant Shareholder Loans"). Also on December 31, 2007, ABX Holdings, ABX Air, the Significant Shareholders and Wells Fargo Bank, National Association (the "Escrow Agent") entered into an Escrow Agreement pursuant to which the Significant Shareholders deposited the $61 million into an escrow account (the "Escrowed Funds"). The Escrowed Funds may only be used to pay off a portion of the Note, dated August 15, 2003, in the original principal amount of $92,948,714, originally issued by ABX Air to Airborne, Inc. (now DHL) (the "DHL Note"). The Escrow Agreement provided that the Escrowed Funds would be available to ABX Holdings and ABX Air until April 29, 2008, which period may be extended until July 29, 2008 under certain circumstances (the "Funding Deadline"), if DHL demands prepayment of the DHL Note prior to the Funding Deadline. On January 14, 2008, ABX Air received a demand for prepayment of the Note from DHL. ABX Air has not made a draw upon the Escrowed Funds because it does not believe, and disputes, that DHL has the right to demand prepayment.
On March 17, 2008, ABX Holdings, ABX Air and the Significant Shareholders entered into a First Amendment to Escrow Agreement (the "Escrow Amendment"), in which they extended the Funding Deadline until January 31, 2009.
On January 18, 2008, ABX Holdings, ABX Air and CHI Acquisition Corp. entered into a First Amendment to Credit Agreement (the "Credit Amendment") to the Credit Agreement dated December 31, 2007, among ABX Air, ABX Holdings and Acquisition, with SunTrust Bank as Administrative Agent, Regions Bank as Syndication Agent and the other lenders from time to time a party thereto (the "Credit Agreement"). The Credit Amendment provided that a demand by DHL to pay the DHL Note would not constitute an event of default under the Credit Agreement if (1) the Escrow Agreement is in full force and effect at the time of such demand, (2) within 15 business days (or such later date as may be reasonably agreed to by SunTrust Bank, the Administrative Agent under the Credit Agreement) of receipt of DHL's demand, $61 million is distributed to ABX Holdings, ABX Air or DHL pursuant to the Escrow Agreement and (3) 100% of such distribution is used to pay the DHL Note. Subsequent to the effective date of the Credit Amendment, SunTrust Bank, as Administrative Agent, agreed to extend until March 17, 2008, the date by which a distribution of the Escrowed Funds must be made to ABX Holdings, ABX Air or DHL following a payment demand by DHL to avoid an event of default under the Credit Agreement (the "Required Distribution Date"). ABX Holdings received confirmation from SunTrust Bank, as Administrative Agent, that, effective March 17, 2008, in conjunction with the Escrow Amendment, SunTrust Bank, as Administrative Agent, has agreed to extend the Required Distribution Date on an interim basis until April 9, 2008, while it requests a formal amendment from the bank group further extending the Required Distribution Date until January 15, 2009.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
The following exhibits are furnished as part of this Form 8-K:
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