AGREEMENT ---------Voting Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
March 18, 2007 Talon Holdings Corp. c/o Centerbridge Partners, L.P. 31 West 52nd Street New York, New York 10019 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...Merger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
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
The Woodbridge Company Limited 65 Queen Street West Suite 2400 Toronto, Ontario Canada, M5H 2M8Letter Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
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
EXHIBIT 7.07 ------------ James R. Crane c/o EGL, Inc. 15350 Vickery Drive Houston, TX 77032Merger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
The Woodbridge Company Limited 65 Queen Street West Suite 2400 Toronto, Ontario Canada, M5H2M8Commitment Letter • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo
Talon Holdings Corp. c/o Centerbridge Capital Partners, L.P. 31 West 52nd Street, 16th Floor New York, New York 10019 U.S.A. Attention: Mark Gallogly
EXHIBIT 7.12 ------------ LIMITED GUARANTEE Limited Guarantee, dated as of March 18, 2007 (this "Limited Guarantee"), by The Woodbridge Company Limited (the "Guarantor"), in favor of EGL, Inc. (the "Guaranteed Party"). 1. LIMITED GUARANTEE. To induce...Limited Guarantee • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • New York
amongMerger Agreement • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 7.10 ------------ LIMITED GUARANTEE Limited Guarantee, dated as of March 18, 2007 (this "Limited Guarantee"), by James R. Crane (the "Guarantor"), in favor of EGL, Inc. (the "Guaranteed Party"). 1. LIMITED GUARANTEE. To induce the Guaranteed...Limited Guarantee • March 20th, 2007 • Crane James R • Arrangement of transportation of freight & cargo • New York
