EXHIBIT 7.29
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AMENDMENT NO. 1
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
TALON HOLDINGS LLC
This Amendment No. 1 (this "Amendment") to Limited Liability Company
Agreement of Talon Holdings LLC is made and entered into as of May 11, 2007, and
to be effective only in accordance with Section 8 hereof, by and among
Centerbridge Capital Partners, L.P., Centerbridge Partners Strategic, L.P.,
Centerbridge Capital Partners SBS, L.P. (collectively, "Centerbridge"), The
Woodbridge Company Limited ("Woodbridge") and Talon Management Holdings LLC
("Talon Management Holdings" and collectively with Centerbridge and Woodbridge,
each a "Member" and collectively the "Members").
RECITALS
WHEREAS, the Members are parties to that certain Limited Liability Company
Agreement of Talon Holdings LLC, dated as of March 23, 2007 (the "Agreement");
WHEREAS, Section 4.8 of the Agreement provides that the Agreement may be
amended pursuant to a written agreement executed by all of the parties thereto;
WHEREAS, the Members, constituting all of the parties to the Agreement,
desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used, but not defined, in this
Amendment shall have the meanings given to such terms in the Agreement.
2. Amendment of Section 1.8. Section 1.8 of the Agreement is hereby
deleted and replaced in its entirety as follows:
"1.8 Members. The names and mailing addresses of the Members, and
their respective capital contributions, are as follows:
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Name Address Capital
Contribution
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Centerbridge Capital c/o Centerbridge $286.40
Partners, L.P. Partners, L.P., 00 Xxxx
00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000
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Centerbridge Capital c/o Centerbridge $10.10
Partners Strategic, L.P. Partners, L.P., 00 Xxxx
00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000
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Centerbridge Capital c/o Centerbridge $6.30
Partners SBS, L.P. Partners, L.P., 00 Xxxx
00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000
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The Woodbridge Company 00 Xxxxx Xxxxxx Xxxx $127.6
Limited Xxxxx 0000
Xxxxxxx, Xxxxxx X0X 0X0
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Talon Management Holdings c/o Xxxxx X. Xxxxx $351.00
LLC EGL, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
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3. Amendment of Section 2.3. Section 2.3 of the Agreement is hereby
deleted and replaced in its entirety as follows:
"2.3 Distributions; Profits and Losses.
(a) General. Except as set forth in Section 2.3(b), all
distributions by the Company to the Members shall be shared by the Members
pro-rata in proportion to their capital contributions as set forth above.
(b) Distributions of Termination Fee or Reimbursement of Expenses.
Notwithstanding Section 2.3(a) or anything in the Interim Investors Agreement to
the contrary, in the event that the Company receives, pursuant to the Merger
Agreement, any payment of the Termination Fee or any reimbursement of Expenses
(as defined in the Merger Agreement), the Company shall distribute any such
amount to the Members as follows:
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First, (i) 5,000,000 to Management Holdings, (ii) 17,587,500 to
Centerbridge and (iii) 7,412,500 to Woodbridge;
Second, to the extent that Talon Management Holdings or Xxxxx X.
Xxxxx makes a payment of $1,000,000 in the aggregate to Sterling Group Partners
II, L.P. and Sterling Group Partners II (Parallel), L.P. that is payable by
Talon Management Holdings or Xxxxx X. Xxxxx upon receipt of the Termination Fee
by the Company, to Talon Management Holdings up to $1,000,000; and
Thereafter, 42.2% to Centerbridge, 17.8% to Woodbridge, and 40% to
Talon Management Holdings.
(c) Profits and Losses. Profits and losses of the Company shall be
allocated for all purposes (including, without limitation, tax purposes
(provided that for tax purposes, any such allocation shall comply with the
requirements of Section 704(c) Internal Revenue Code of 1986, as amended)) among
the Members as agreed in good faith by the Members in a manner consistent with
the economic provisions of this Agreement."
4. Amendment of Section 2.5. The first sentence of Section 2.5 of the
Agreement is hereby deleted and replaced in its entirety as follows:
"All amounts contemplated by Section 2.3(b) that are received by the
Company will be distributed to the Members promptly upon receipt thereof by the
Company."
5. Amendment of Section 4.1. The first sentence of Section 4.1 of the
Agreement is hereby deleted and replaced in its entirety as follows:
"Subject to Section 2.3, it is the agreement and intent of the
Members that the Interim Investors Agreement shall continue to be fully
applicable to the Members, mutatis mutandis so as to reflect the nature of the
Company as a limited liability company, and that each of the terms of the
Interim Investors Agreement shall remain in full force and effect."
6. No Other Modification. Except as set forth in this Amendment, the terms
and conditions of the Agreement shall remain in full force and effect.
7. Governing Law. This Amendment shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
8. Effectiveness. This Amendment shall become effective only upon the
first to occur of (i) the execution and delivery by the Company, Merger Sub and
EGL of an amendment to the Merger Agreement providing for a Merger Consideration
of at least $45.00 per share or (ii) the termination of the Merger Agreement by
EGL pursuant to Section 7.1(c)(ii) thereof in order for the Company to enter
into a transaction with another party that provides for a purchase price for
shares of EGL greater than $45 per share.
9. Counterparts. This Amendment may be executed in multiple counterparts
or originals, and by the different parties hereto in separate counterparts or
multiple originals, each of which when executed shall be deemed to be an
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original and all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.
TALON MANAGEMENT HOLDINGS LLC
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing Member
(Signature page continued on following page)
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THE WOODBRIDGE COMPANY LIMITED
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Senior Counsel
(Signature page continued on following page)
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CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Principal
CENTERBRIDGE CAPITAL PARTNERS
STRATEGIC, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Principal
CENTERBRIDGE CAPITAL PARTNERS
SBS, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Principal
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