BETWEEN THE J.H. HEAFNER COMPANY, INC. ANDStock Purchase Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
THE J.H. HEAFNER COMPANY, INC. IssuerPhoenix Racing Inc • August 18th, 1998 • New York
INTRODUCTIONEscrow Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
SECURITY AGREEMENT (SUBSIDIARY)Security Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
INTRODUCTIONEscrow Agreement • August 18th, 1998 • Phoenix Racing Inc • Delaware
INTRODUCTIONEmployment Agreement • August 18th, 1998 • Phoenix Racing Inc • California
ARTICLE II REPRESENTATIONS AND WARRANTIESStock Purchase Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
1 EXHIBIT 10.1 $100,000,000 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of May 20, 1998Loan and Security Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
ARTICLE II REPRESENTATIONS AND WARRANTIESAgreement and Plan of Merger • August 18th, 1998 • Phoenix Racing Inc • Delaware
2- 3 a physician within 15 days, then by a physician selected by physicians designated by each of the Employer and the Employee. The Employee's failure to submit to any physical examination by such physician after such physician has given reasonable...Employment Agreement • October 5th, 1998 • Phoenix Racing Inc • Wholesale-motor vehicle supplies & new parts • North Carolina
1 EXHIBIT 9.1 VOTING TRUST AGREEMENT, dated as of October 15, 1996, by and among Ann Heafner Gaither, William H. Gaither, Albert C. Gaither, Susan Gaither Jones, Lawson H. Gaither, Albert Comer Gaither and Thomas R. Jones (each a "Stockholder" and...Voting Trust Agreement • August 18th, 1998 • Phoenix Racing Inc • North Carolina
ARTICLE IStockholders' Agreement • August 18th, 1998 • Phoenix Racing Inc • North Carolina
1 EXHIBIT 99.3 EXCHANGE AGENT AGREEMENT The Chase Manhattan Bank 450 West 33rd Street, 15th Floor New York, New York 10001 Attention: [Corporate Trust Department] Ladies and Gentlemen: The J.H. Heafner Company, Inc., a North Carolina corporation (the...Exchange Agent Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
1 Exhibit 10.5 SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
1 Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT between THE J.H. HEAFNER COMPANY, INC.Registration Rights Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
JMG/abw 3 STATE OF NORTH CAROLINA) ) LEASE AGREEMENT CITY OF LINCOLN )Phoenix Racing Inc • August 18th, 1998
BETWEENSecurities Purchase Agreement • August 18th, 1998 • Phoenix Racing Inc • New York
INTRODUCTIONEmployment Agreement • August 18th, 1998 • Phoenix Racing Inc • California
Sincerely, /s/ J. Michael Gaither -------------------------------- J. Michael Gaither Sr. Vice President & General Counsel 3 STATE OF NORTH CAROLINA ) ) LEASE COUNTY OF FORSYTH )Phoenix Racing Inc • October 5th, 1998 • Wholesale-motor vehicle supplies & new parts
GUARANTY (Subsidiary)Phoenix Racing Inc • August 18th, 1998 • New York
Amended and Restated Loan and Security Agreement dated as of May 20, 1998Phoenix Racing Inc • August 18th, 1998
2 3 SECTION 2.4. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, 7,000 shares of Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, and 4,500...Securities Purchase and Stockholders' Agreement • August 18th, 1998 • Phoenix Racing Inc • North Carolina
1 2 items as published by the Bureau of Labor Statistics, U.S. Department of Labor, for January, 1983, and the numerator of which is the said Consumer Price Index for the month of January of the next succeeding annual lease period. The Lessor shall...Phoenix Racing Inc • October 5th, 1998 • Wholesale-motor vehicle supplies & new parts
1 Exhibit 10.20 THE J.H. HEAFNER COMPANY STOCK OPTION AGREEMENT Number of shares subject to option: _________ This Agreement (the "Agreement") made this ______ day of _____, 1997, between The J. H. Heafner Company, a North Carolina corporation (the...Company Stock Option Agreement • August 18th, 1998 • Phoenix Racing Inc • North Carolina
1 Exhibit 10.17 CONTINUING GENERAL GUARANTY In consideration of SOUTHTRUST MORTGAGE COMPANY (hereinafter called "Bank"), extending credit or procuring credit to be extended to WILLIAM H. GAITHER (hereinafter called the "Debtor"), the undersigned, does...Phoenix Racing Inc • October 5th, 1998 • Wholesale-motor vehicle supplies & new parts
INTRODUCTIONClass B Registration Rights Agreement • August 18th, 1998 • Phoenix Racing Inc • Delaware
1998 MICHELIN NORTH AMERICA, INC. DISTRIBUTOR AGREEMENT1998 Mna Distributor Agreement • October 5th, 1998 • Phoenix Racing Inc • Wholesale-motor vehicle supplies & new parts
Sincerely, /s/ J. Michael Gaither -------------------------------- J. Michael Gaither Sr. Vice President & General Counsel 2 STATE OF NORTH CAROLINA ) ) LEASE COUNTY OF FORSYTH )Phoenix Racing Inc • August 18th, 1998
1- 2 ARTICLE IPhoenix Racing Inc • August 18th, 1998 • North Carolina
CLASS B STOCKHOLDER AGREEMENT (the "Agreement"), dated as of May 20, 1998, between The J. H. Heafner Company, Inc., a North Carolina corporation (the "Company"), and the former stockholders (the "ITCO Stockholders") of ITCO Logistics Corporation, a...Class B Stockholder Agreement • August 18th, 1998 • Phoenix Racing Inc • Delaware
1 EXHIBIT 21.1Phoenix Racing Inc • August 18th, 1998
