Exhibit 7.04
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XXXXX X. XXXXX THE WOODBRIDGE COMPANY LIMITED
00 XXXXX XXXXXX XXXX
XXXXX 0000
XXXXXXX XXXXXX X0X 0X0
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CENTERBRIDGE PARTNERS, L.P.
00 XXXX 00XX XXXXXX, 00XX XXXXX
XXX XXXX, XX 00000
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February 27, 2007
Ladies and Gentlemen:
Reference is made to the bid letter (the "Bid Letter") dated February
27, 2007 attached hereto as Annex A from Centerbridge Partners, L.P. (with its
affiliated funds, "Centerbridge"), The Woodbridge Company Limited (with its
affiliates, "Woodbridge" and together with Centerbridge, the "Sponsor Groups")
and Xxxxx X. Xxxxx ("Crane" and together with the Sponsor Groups, the "Acquiring
Group") offering to acquire, through a newly formed corporation to be formed by
the Acquiring Group ("Parent"), all of the outstanding stock of EGL, Inc. (the
"Company") pursuant to a merger (the "Merger"). The bid price ("Bid Price")
shall be $36 per share.
Each of the undersigned hereby agrees, that in the event that that the
terms of the Bid Letter are accepted by the Special Committee of the Company and
a definitive agreement, with the consent of the Acquiring Group, is entered into
with respect to the Merger (the "Merger Agreement"), each of the undersigned
will capitalize Parent and enter into a stockholders agreement with respect to
the securities of Parent on the terms of the term sheet attached hereto as Annex
B. From the date hereof until such date as the Merger Agreement is executed and
delivered, Crane agrees that he will not actively solicit any other potential
equity sources to enter into a transaction to acquire all or substantially all
of the equity securities of the Company, other than through the proposal made in
the Bid Letter by the Acquiring Group (an "Alternative Transaction"); provided,
however, that this sentence shall not apply in event that (i) a definitive
merger agreement with the Company has not been entered into as a result of the
Sponsor Group being unwilling to enter into such agreement on terms required by
the Company in a case where Crane is willing to enter into such an agreement on
the terms proposed by the Company, or (ii) either Woodbridge or Centerbridge
have otherwise elected not to actively pursue an acquisition of the Company at a
price equal to or, if requested by the Company to induce it to agree to a
transaction with Parent, greater than the Bid Price as part of the Acquiring
Group (or have failed to promptly confirm that they continue to actively pursue
an acquisition of the Company at a price equal to or, if requested by the
Company to induce it to agree to a transaction with Parent, greater than the Bid
Price as part of the Acquiring Group); provided, that in the event that either
Woodbridge or Centerbridge has so elected or failed to promptly confirm, this
clause (ii) will not be applicable if the other such party assumes the equity
commitment of such party. Crane agrees to give the other members of the
Acquiring Group notice of any solicitation made to Crane. Nothing shall prohibit
Crane from participating as an officer, director or equity participant in an
Alternative Transaction if Crane did not actively initiate or solicit such
proposal.
Notwithstanding anything that may be expressed or implied in this
letter agreement, and notwithstanding the fact that members of the Sponsor Group
may be partnerships or limited liability companies, each of the undersigned
covenants, agrees and acknowledges that no recourse under this letter agreement
or any documents or instruments delivered in connection with this letter
agreement shall be had against any current or future director, officer,
employee, general or limited partner or member or manager of the Sponsor Group
or of any partner, member, manager or affiliate thereof, as such, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by
virtue of any statute, regulation or other applicable law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on otherwise be incurred by any current or future director, officer,
employee, general or limited partner or member or manager of any investor or of
any partner, member, manager or affiliate thereof, as such, for any obligation
of the undersigned under this letter agreement or any documents or instruments
delivered in connection with this letter agreement for any claim based on, in
respect of or by reason of such obligations or their creation.
Crane is entering into this letter agreement solely in his individual
capacity, and nothing herein shall limit or affect any actions taken by him in
his capacity as a director or officer of the Company.
[Signature pages follow]
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/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
(Signature page continued on following page)
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THE WOODBRIDGE COMPANY LIMITED
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Counsel
(Signature page continued on following page)
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CENTERBRIDGE PARTNERS, L.P.
By: /s/Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
(Signature page continued on following page)
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