EXHIBIT 7.18
Sterling Group Partners II, L.P.
Sterling Group Partners II (Parallel), L.P.
0 Xxxxxxxx Xxxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
March 27, 2007
Xxxxx X. Xxxxx
c/o EGL, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Gentlemen:
Reference is made to the Agreement and Plan of Merger dated as of March
18, 2007 (as it may be amended from time to time, the "Agreement"; capitalized
terms used but not defined herein shall have the meanings assigned to them in
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"), and to that certain
letter agreement, dated as of March 18, 2007, by and between Xxxxx X. Xxxxx
("Xxxxx") and Parent (the "Crane Commitment Letter"), pursuant to which Crane
has committed 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 and 7,056,063 shares of common stock, par value $0.001 per
share, of the Company (valued at the $38.00 per share Merger Consideration) (the
"Crane Commitment").
This letter agreement confirms the commitment of the undersigned, subject
to the conditions set forth herein, to assume an aggregate of $51,000,000 of the
cash portion of the Crane Commitment (the "Syndicated Commitment") and to
contribute such amount to Parent in exchange for Subject Equity Securities if
and when Crane contributes the remaining portion of the Crane Commitment in
accordance with the terms of the Crane Commitment Letter. Notwithstanding the
foregoing, the undersigned may terminate its Syndicated Commitment and shall be
released from any liability under this letter in the event that, without the
consent of the undersigned, (a) the Merger Agreement is amended to effect an
increase in the Merger Consideration, (b) the Subject Equity Securities and the
Stockholders Agreement to be entered into at Closing with respect to the Subject
Equity Securities do not contain the terms and conditions set forth in the term
sheet attached as Annex A to that certain Interim Stockholders Agreement, dated
as of March 18, 2007 (the "Interim Stockholders Agreement"), by and among Crane,
affiliates of Centerbridge Partners, L.P. and The Woodbridge Company Limited, as
supplemented by the addendum attached as Schedule A to this letter agreement
(the "Addendum"), or contain any additional terms and conditions that materially
impact the undersigned in any negative respect, (c) Crane gives any approval
under paragraph 1 of the Interim Stockholders Agreement that would materially
impact the undersigned in any negative respect, (d) the Crane Commitment or the
Crane Commitment Letter is terminated, or is amended, or modified or any
provision thereof waived in a manner that materially impacts the undersigned in
any negative respect, or (e) the Investor Parties (as defined in the Interim
Stockholders Agreement) do not fund their equity commitments under their Equity
Commitment Letters (other than the Syndicated Commitment).
The undersigned may syndicate a portion of the Syndicated Commitment to a
single investment vehicle controlled by the undersigned, the investors of which
will be limited partners of the undersigned; provided, that such syndication
shall not relieve the undersigned from its obligations under this letter.
Notwithstanding anything that may be expressed or implied in this letter
agreement, Crane, by his 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.
The undersigned hereby agrees that the undersigned shall not be entitled
to any portion of the Termination Fee payable to Parent by the Company pursuant
to the Agreement. Crane hereby agrees that in the event that Crane is
responsible for any portion of the Parent Termination Fee payable by Parent to
the Company, either directly or as a result of the Limited Guarantee, dated as
of the March 18, 2007, executed by Crane in favor of the Company, the
undersigned shall have no liability with respect thereto.
The Investor Parties, by their signature below, hereby consent to the
syndication set forth in this letter agreement and to the terms of the Addendum.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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Very truly yours,
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:
-----------------------------------
Name:
Title:
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:
-----------------------------------
Name:
Title:
Accepted and Agreed to
as of the date written above
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
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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/ 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
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THE WOODBRIDGE COMPANY LIMITED
By:
---------------------------------
Name:
Title:
