EXHIBIT 7.33
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Xxxxx X. Xxxxx
c/o EGL, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
May, 17 2007
Sterling Group Partners II, L.P.
Sterling Group Partners II (Parallel), L.P.
0 Xxxxxxxx Xxxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
Gentlemen:
Reference is made to that certain letter agreement, dated as of March 27,
2007 (the "Sterling Commitment Letter"), executed by Sterling Group Partners II,
L.P. and Sterling Group Partners II (Parallel), L.P. (collectively, "Sterling"),
Xxxxx X. Xxxxx, and the other parties thereto (the "Sterling Commitment Letter")
and to that certain Agreement and Plan of Merger, dated as of March 18, 2007 (as
it may be amended from time to time, the "Merger Agreement") among Talon
Holdings LLC (f/k/a Talon Holdings Corp.), a Delaware limited liability company
("Parent"), Talon Acquisition Co., a Texas corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), and EGL, Inc., a Texas corporation (the
"Company"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Sterling Commitment Letter and the Merger Agreement,
as applicable.
Sterling hereby agrees that it will execute the consent with respect to
the Sterling Commitment Letter attached hereto as Exhibit A (the "Consent
Letter") in connection with the execution and delivery by Parent and Merger Sub
of the First Amendment to Merger Agreement described therein. In consideration
of Sterling's agreement to execute the Consent Letter and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, and acknowledging that the execution and delivery of this letter
agreement by the undersigned is a condition to the delivery of the Consent
Letter by Sterling and that Sterling is relying on this letter agreement in
executing and delivering the Consent Letter, the undersigned Xxxxx X. Xxxxx:
(i) (a) will cause to be paid to Sterling the sum of $2 million (the
"Initial Sterling Payment") in the event that (1) Parent receives the
Termination Fee as a result of the termination of the Merger Agreement due to a
Topping Proposal, (2) a transaction is consummated pursuant to a Topping
Proposal under circumstances in which a Termination Fee is claimed by Parent
pursuant to the Merger Agreement, but no Termination Fee has been paid to
Parent, or (3) a transaction is consummated within one year following the date
hereof pursuant to an Investor Party Proposal and (b) will cause to be paid to
Sterling the Additional Sterling Payment in the event that Parent receives a
Termination Fee in excess of $30 million and Crane or his affiliated company
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receives all or any portion of such excess. The term "Topping Proposal" shall
mean a Superior Proposal as defined in the Merger Agreement or an Alternative
Proposal (as defined in the Merger Agreement) that is determined to be more
favorable from a financial point of view to the holders of Company Common Stock
than the Merger; provided that for purposes of this definition of "Topping
Proposal", the references to "15%" in the definition of "Alternative Proposal"
shall be deemed to be references to "80%." The term "Investor Party Proposal"
shall mean any proposal or offer from Parent, any of its Subsidiaries, any
Investor Party, any Person in which any Investor Party or any of its affiliates
has an interest, directly or indirectly, or any group of Persons that includes
an Investor Party or any of its affiliates or any Person in which any Investor
Party or any of its affiliates has an interest, directly or indirectly, (x) for
a merger, consolidation, dissolution, recapitalization or other business
combination involving the Company or any of its Subsidiaries, (y) for the
issuance by the Company of over 80% of its equity securities or (z) to acquire
in any manner, directly or indirectly, over 80% of the equity securities or
consolidated total assets of the Company and its Subsidiaries (1) that is more
favorable from a financial point of view to the holders of Company Common Stock
than the Merger Consideration of $46.25 per share and (2) that is not
specifically agreed to in writing by Sterling. The term "Additional Sterling
Payment" shall mean a dollar amount derived by multiplying the portion of the
Termination Fee that is in excess of $30 million received by Crane or his
affiliated company multiplied by 51/382.74. The Initial Sterling Payment shall
be made to Sterling concurrently with the payment of the Termination Fee to
Parent or the consummation of any such transaction, whichever first occurs. The
Additional Sterling Payment, if any, shall be made to Sterling concurrently with
the payment to Crane or his affiliated company of the portion of the Termination
Fee that is in excess of $30 million; and
(ii) will assure that Sterling will not be responsible to pay any damages,
costs, fees or expenses incurred by any other party to the Merger Agreement or
the Sterling Commitment Letter.
This letter agreement replaces in its entirety that certain letter
agreement dated May 11, 2007, in similar form to this letter agreement, among
the parties hereto.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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If you are in agreement with the foregoing, please execute and
return the enclosed copy of this letter.
Very truly yours,
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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Accepted and Agreed to
as of the date written above
STERLING GROUP PARTNERS II, L.P.
By: Sterling Group Partners II
GP,L.P., General Partner
By: Sterling Group Investments,
L.L.C., General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Partner
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STERLING GROUP PARTNERS II
(PARALLEL), L.P.
By: Sterling Group Partners II
GP,L.P., General Partner
By: Sterling Group Investments,
L.L.C., General Partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Partner
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