EXHIBIT 7.30
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Xxxxx X. Xxxxx
c/o EGL, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
May 11, 2007
Sterling Group Partners II, L.P.
Sterling Group Partners II (Parallel), L.P.
0 Xxxxxxxx Xxxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
Gentlemen:
Reference is made to that certain letter agreement, dated as of March 27,
2007 (the "Sterling Commitment Letter"), executed by Sterling Group Partners II,
L.P. and Sterling Group Partners II (Parallel), L.P. (collectively, "Sterling"),
Xxxxx X. Xxxxx, and the other parties thereto (the "Sterling Commitment Letter")
and to that certain Agreement and Plan of Merger, dated as of March 18, 2007 (as
it may be amended from time to time, the "Merger Agreement") among Talon
Holdings LLC (f/k/a Talon Holdings Corp.), a Delaware limited liability company
("Parent"), Talon Acquisition Co., a Texas corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), and EGL, Inc., a Texas corporation (the
"Company"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Sterling Commitment Letter and the Merger Agreement,
as applicable.
Sterling hereby agrees that it will execute the consent with respect to
the Sterling Commitment Letter attached hereto as Exhibit A (the "Consent
Letter") in connection with the execution and delivery by Parent and Merger Sub
of the First Amendment to Merger Agreement described therein. In consideration
of Sterling's agreement to execute the Consent Letter and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, and acknowledging that the execution and delivery of this letter
agreement by the undersigned is a condition to the delivery of the Consent
Letter by Sterling and that Sterling is relying on this letter agreement in
executing and delivering the Consent Letter, the undersigned Xxxxx X. Xxxxx:
(i) will cause to be paid to Sterling the sum of $1 million (the "Sterling
Payment") in the event Parent receives the Termination Fee as a result of the
termination of the Merger Agreement due to a Topping Proposal or in the event a
transaction is consummated pursuant to a Topping Proposal in circumstances in
which a Termination Fee is claimed by Parent pursuant to the Merger Agreement,
but no Termination Fee has been paid to Parent. The term "Topping Proposal"
shall mean a Superior Proposal as defined in the Merger Agreement or an
Alternative Proposal (as defined in the Merger Agreement) that is determined to
be more favorable from a financial point of view to the holders of Company
Common Stock than the Merger; provided that for purposes of this definition of
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"Topping Proposal", the references to "15%" in the definition of "Alternative
Proposal" shall be deemed to be references to "80%" The Sterling Payment shall
be made to Sterling concurrently with the payment of the Termination Fee to
Parent or the consummation of such transaction, whichever first occurs; and
(ii) will assure that Sterling will not be responsible to pay any damages,
costs, fees or expenses incurred by any other party to the Merger Agreement or
the Sterling Commitment Letter.
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If you are in agreement with the foregoing, please execute and
return the enclosed copy of this letter.
Very truly yours,
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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Accepted and Agreed to
as of the date written above
STERLING GROUP PARTNERS II, L.P.
By: Sterling Group Partners II
GP,L.P., General Partner
By: Sterling Group Investments,
L.L.C., General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Manager
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STERLING GROUP PARTNERS II
(PARALLEL), L.P.
By: Sterling Group Partners II
GP,L.P., General Partner
By: Sterling Group Investments,
L.L.C., General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Manager
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