AGREEMENT ---------Voting Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 2 WARRANT AGREEMENT This WARRANT AGREEMENT dated as of April 24, 1998, between EQUALNET HOLDING CORP., a Texas corporation (the "Company"), and JAMES R. CRANE, a natural person residing in Texas ("Crane" and, together with any transferee of...Warrant Agreement • May 6th, 1998 • Crane James R • Telephone communications (no radiotelephone) • Texas
March 27, 2007 James R. Crane c/o EGL, Inc. 15340 Vickery Drive Houston, Texas 77032 Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of March 18, 2007 (as it may be amended from time to time, the "Agreement"; capitalized...Agreement and Plan of Merger • March 28th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
EXHIBIT 7.27 ------------ LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 25th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
March 18, 2007 Talon Holdings Corp. c/o Centerbridge Partners, L.P. 31 West 52nd Street New York, New York 10019 Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of the date hereof (as it may be amended from time to time, the...Merger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
This letter agreement confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter to purchase, a portion of the equity of Parent as of the Effective Time (the "Subject Equity Securities") for an aggregate purchase price equal to the dollar commitment set forth next to the undersigned's name on Schedule B (the "Commitment") solely for the purpose of funding, and to the extent necessary to fund, Merger Consideration and the Option and Stock-Based Consideration pursuant to and in accordance with the Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The undersigned's obligation to fund the Commitment is subject to the receipt by the Company of the proceeds of the financing under the Debt Commitment Letters contemplated by Section 4.4 of the Agreement and the satisfaction
The Woodbridge Company Limited 65 Queen Street West Suite 2400 Toronto, Ontario Canada, M5H 2M8Letter Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
This letter agreement confirms the commitment of the undersigned, subject to the conditions set forth herein, to purchase, or cause an assignee permitted by the fourth paragraph of this letter to purchase, a portion of the equity of Parent as of the Effective Time (the "Subject Equity Securities") for an aggregate purchase price equal to the dollar commitment set forth next to the undersigned's name on Schedule B (the "Commitment") solely for the purpose of funding, and to the extent necessary to fund, Merger Consideration and the Option and Stock-Based Consideration pursuant to and in accordance with the Agreement and related expenses, provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent more than the Commitment. The undersigned's obligation to fund the Commitment is subject to the receipt by the Company of the proceeds of the financing under the Debt Commitment Letters contemplated by Section 4.4 of the Agreement and the satisfaction
JOINT FILING AGREEMENTJoint Filing Agreement • January 22nd, 2007 • Crane James R • Arrangement of transportation of freight & cargo
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
EXHIBIT 7.07 ------------ James R. Crane c/o EGL, Inc. 15350 Vickery Drive Houston, TX 77032Merger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
The Woodbridge Company Limited 65 Queen Street West Suite 2400 Toronto, Ontario Canada, M5H2M8Commitment Letter • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
Talon Holdings Corp. c/o Centerbridge Capital Partners, L.P. 31 West 52nd Street, 16th Floor New York, New York 10019 U.S.A. Attention: Mark Gallogly
LIMITED LIABILITY COMPANY AGREEMENT OF TALON HOLDINGS LLCLimited Liability Company Agreement • May 18th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
AMENDMENT NO. 1Limited Liability Company Agreement • May 15th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 7.12 ------------ LIMITED GUARANTEE Limited Guarantee, dated as of March 18, 2007 (this "Limited Guarantee"), by The Woodbridge Company Limited (the "Guarantor"), in favor of EGL, Inc. (the "Guaranteed Party"). 1. LIMITED GUARANTEE. To induce...Limited Guarantee • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • New York
JAMES R. CRANEPartnership Agreement • April 5th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
This agreement is in consideration of your agreement to invest 50% of your merger proceeds in Parent and your continued employment by EGL at all times through the payment of the Termination Fee, if any. Your right to any such payment will apply regardless of whether you have the opportunity to (and regardless of whether you elect to) continue employment with any successful bidder for EGL.
amongMerger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 7.17 JOINDER TO JOINT FILING AGREEMENT --------------------------------- The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of January 22, 2007, executed in connection with the filing of...Joinder to Joint Filing Agreement • March 28th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of January 22, 2007, executed in connection with the filing of the Schedule 13D related to ownership of securities in EGL, Inc. and filed with the Securities and Exchange Commission on January 22, 2007, as amended (the "Schedule 13D") and (ii) hereby designates and appoints each of James R. Crane and Margaret Barradas as his attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any amendments to such Schedule 13D.
2 3 registration statement shall so inform the Company by written notice, given within ten days of the giving of such notice by the Company. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the...Registration Rights Agreement • May 6th, 1998 • Crane James R • Telephone communications (no radiotelephone) • Texas
May 11, 2007 Sterling Group Partners II, L.P. Sterling Group Partners II (Parallel), L.P. 8 Greenway Plaza, Ste. 702 Houston, Texas 77046 Gentlemen: Reference is made to that certain letter agreement, dated as of March 27, 2007 (the "Sterling...Sterling Commitment Letter • May 15th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
EXHIBIT 7.10 ------------ LIMITED GUARANTEE Limited Guarantee, dated as of March 18, 2007 (this "Limited Guarantee"), by James R. Crane (the "Guarantor"), in favor of EGL, Inc. (the "Guaranteed Party"). 1. LIMITED GUARANTEE. To induce the Guaranteed...Limited Guarantee • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • New York
February 27, 2007Bid Letter • March 1st, 2007 • Crane James R • Arrangement of transportation of freight & cargo
May, 17 2007 Sterling Group Partners II, L.P. Sterling Group Partners II (Parallel), L.P. 8 Greenway Plaza, Ste. 702 Houston, Texas 77046 Gentlemen: Reference is made to that certain letter agreement, dated as of March 27, 2007 (the "Sterling...Merger Agreement • May 18th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
1 EXHIBIT 1 STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • May 6th, 1998 • Crane James R • Telephone communications (no radiotelephone) • Texas
