EXHIBIT 7.07
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Xxxxx X. Xxxxx
c/o EGL, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx 00, 0000
Xxxxx 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 $52,027,606 in cash (the "Committed Cash")
and 7,065,063 shares of common stock, par value $0.001 per share, of the Company
(to be valued at the $38.00 per share Merger Consideration) (the "Committed
Shares" and together with the Committed Cash, the "Commitment") solely for the
purpose of funding, and to the extent necessary to fund, the 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. Notwithstanding anything to the
contrary contained in this letter, to the extent Committed Cash represents the
after-tax proceeds of any amounts payable to the undersigned pursuant to Section
5.5(a) of the Agreement, the undersigned may elect to fund the Committed Cash no
later than upon receipt by the undersigned of such amounts; provided that Parent
shall not be required to issue to the undersigned Subject Equity Securities in
respect of any portion of the Committed Cash that has not been received by
Parent, until receipt thereof by Parent. 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.
Part of the obligations under this letter may be assigned in accordance
with the terms of that certain letter agreement, dated of even date herewith, by
and among the undersigned, affiliates of Centerbridge Partners, L.P. and The
Woodbridge Company Limited.
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The 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.
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.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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Very truly yours,
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Accepted and Agreed to
as of the date written above
TALON HOLDINGS CORP.
By: /s/Xxxxx X. Xxxxx
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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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