EXHIBIT 7.05
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Centerbridge Capital Partners, L.P.
Centerbridge Capital Partners Strategic, L.P.
Centerbridge Capital Partners SBS, L.P.
c/o Centerbridge Partners, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 18, 2007
Talon Holdings Corp.
c/o Centerbridge Partners, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 "Agreement") among
Talon Holdings Corp., a Delaware corporation ("Parent"), Talon Acquisition Co.,
a Texas corporation and wholly owned subsidiary of Parent, and EGL, Inc., a
Texas corporation (the "Company"). Capitalized terms used and not otherwise
defined herein have the meanings ascribed to them in the Agreement. The parties
listed on Schedule A are collectively referred to herein as the "Investors".
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 or waiver by Parent (in the manner agreed by the Investors) of the
conditions precedent to Parent's and Merger Sub's obligation to effect the
Closing and the terms of this letter, and will occur contemporaneous with the
Closing and the simultaneous issuance to the undersigned of the Subject Equity
Securities. The amount to be funded under this Agreement will be reduced in the
manner agreed by the Investors in the event Parent does not require all of the
equity with respect to which the Investors have made commitments.
Notwithstanding anything that may be expressed or implied in this
letter agreement, Parent, by its acceptance of the benefits hereof, covenants,
agrees and acknowledges that, no person other than the undersigned shall have
any obligation hereunder and that, notwithstanding that the undersigned is a
partnership, no recourse hereunder or under any documents or instruments
delivered in connection herewith shall be had against any former, current or
future officer, agent or employee of the undersigned, against any former,
current or future general or limited partner of the undersigned or any former,
current or future director, officer, employee, general or limited partner,
member, Affiliate or assignee of any of the foregoing, 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 or otherwise be incurred by any former, current or future officer,
agent or employee of the undersigned or any former, current or future general or
limited partner of the undersigned or any former, current or future director,
officer, employee, general or limited partner, member, Affiliate or assignee of
any of the foregoing, as such, for any obligations of the undersigned under this
letter agreement or any documents or instruments delivered in connection
herewith or for any claim based on, in respect of or by reason of such
obligations or their creation.
Part of our obligations under this letter may be assumed by any funds
under common control with us and such assumption shall relieve us of any
liability hereunder to the extent such other fund has commitments in an amount
sufficient to fulfill the obligations it assumes; provided, that in connection
with such assignment and assumption, the assignee executes a commitment letter
addressed to Parent in respect of such commitment in the form of this letter
agreement.
Our obligations under this letter will terminate automatically and
immediately and be of no further force or effect without further action by the
parties hereto upon the earliest to occur of (a) termination of the Agreement,
(b) if all of the Investors agree to terminate this letter and the corresponding
letters delivered by each of the Investors, and (c) the Company or any of its
Affiliates asserts in any litigation or other proceeding any claim under any
limited guarantee of even date herewith of any Investor (each, a "Limited
Guarantee") or otherwise against any Investor or any Affiliate thereof in
connection with the Agreement or any of the transactions contemplated hereby or
thereby (other than any claim relating to a breach or seeking to prevent a
breach of a Confidentiality Agreement between the Company and us or any of our
Affiliates).
This letter shall be binding solely on, and inure solely to the benefit
of, the undersigned and Parent and their respective successors and permitted
assigns, and nothing set forth in this letter shall be construed to confer upon
or give to any person other than the undersigned and Parent and their respective
successors and permitted assigns any benefits, rights or remedies of any nature
whatsoever under or by reason of, or any rights to enforce or cause Parent to
enforce, any provisions of this letter.
Concurrently with the execution and delivery of this letter, the
undersigned is executing and delivering to the Company a Limited Guarantee
related to Parent's obligations under the Agreement. The Company's remedies
against the undersigned under the Limited Guarantee shall, and are intended to
be, the sole and exclusive direct or indirect remedies available to the Company
and its Affiliates against the undersigned in respect of any liabilities or
obligations arising under, or in connection with, the Agreement and the
transactions contemplated thereby, including in the event Parent breaches its
obligations under the Agreement, whether or not Parent's breach is caused by the
undersigned's breach of its obligations under this letter.
This letter may be executed in counterparts. This letter and any
related dispute shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York. Each of the parties hereto
(i) consents to submit itself to the personal jurisdiction of any state or
federal court located in the Borough of Manhattan of The City of New York in the
event any dispute arises out of this letter or any of the transactions
contemplated by this letter, (ii) agrees that it will not attempt to deny or
defeat such personal jurisdiction or venue by motion or other request for leave
from any such court and (iii) agrees that it will not bring any action relating
to this letter or any of the transactions contemplated by this letter in any
court other than such courts sitting in the Borough of Manhattan of The City of
New York.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
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Very truly yours,
CENTERBRIDGE CAPITAL PARTNERS, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Managing Director
CENTERBRIDGE CAPITAL PARTNERS
STRATEGIC, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Managing Director
CENTERBRIDGE CAPITAL PARTNERS
SBS, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Managing Director
Accepted and Agreed to
as of the date written above
TALON HOLDINGS CORP.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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SCHEDULE A
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Investors
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Centerbridge Capital Partners, L.P.
Centerbridge Capital Partners Strategic, L.P.
Centerbridge Capital Partners SBS, L.P.
The Woodbridge Company Limited
Xxxxx X. Xxxxx
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SCHEDULE B
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Commitments
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Investor Commitment
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Centerbridge Capital Partners, L.P. $194,163,090.90
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Centerbridge Capital Partners Strategic, L.P $6,828,688.60
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Centerbridge Capital Partners SBS, L.P. $4,308,220.50
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Total: $205,300,00.00
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