-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZgDxAMnl0kPY4BWrwjVoh/21F7MQRzraydi3PbKmOdqUuylWjHYSFRCJYcMHfJW tVPZZSa9kLimkD+rF/fHYQ== 0000909518-07-000268.txt : 20070328 0000909518-07-000268.hdr.sgml : 20070328 20070328121902 ACCESSION NUMBER: 0000909518-07-000268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070328 DATE AS OF CHANGE: 20070328 GROUP MEMBERS: BENTO, E. JOSEPH GROUP MEMBERS: BRUNO SIGLER GROUP MEMBERS: FAVATI, VITTORIO GROUP MEMBERS: JAMES R. CRANE GROUP MEMBERS: TALLEY, RONALD E. GROUP MEMBERS: WINTERS, KEITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EGL INC CENTRAL INDEX KEY: 0001001718 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 760094895 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49709 FILM NUMBER: 07723314 BUSINESS ADDRESS: STREET 1: 15340 VICKERY DR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816183100 MAIL ADDRESS: STREET 1: 15350 VICKERY DR STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE USA AIRFREIGHT INC DATE OF NAME CHANGE: 19951002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRANE JAMES R CENTRAL INDEX KEY: 0001007833 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 7138210300 MAIL ADDRESS: STREET 1: JAMES R CRANE STREET 2: 3214 LODESTAR CITY: HOUSTON STATE: TX ZIP: 77032 SC 13D/A 1 mm03-2707_sc13da4.txt AMEND. NO.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 EGL, Inc. ------------------------------------------------------------------------ (NAME OF ISSUER) Common Stock, par value $0.001 per share ------------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 268484 10 2 ------------------------------------------------------------------------ (CUSIP NUMBER) James Westra, Esq. Weil, Gotshal & Manges LLP 100 Federal Street 34th Floor Boston, MA 02110 (617) 772-8300 R. Jay Tabor, Esq. Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, Texas 75201 (214) 746-7700 ------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 27, 2007 ------------------------------------------------------------------------ (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 268484 10 2 13D/A Page 2 of 7 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: BRUNO SIDLER I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF UNITED STATES ORGANIZATION: - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 10,000 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 10,000 REPORTING ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 10,000 REPORTING PERSON: - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.02% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: IN - -------------------------------------------------------------------------------- SCHEDULE 13D/A EXPLANATORY NOTES: This Amendment No. 4 to Schedule 13D (this "Amendment") is being filed by James R. Crane and the other reporting persons (collectively, the "Original Reporting Persons") identified in the Schedule 13D filed on January 22, 2007, as amended by Amendment No. 1 thereto filed on February 8, 2007, Amendment No. 2 thereto filed on February 27, 2007 and Amendment No 3 thereto filed on March 18, 2007 (as amended, the "Schedule 13D") with the Securities and Exchange Commission (the "Commission") relating to the common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc. (the "Issuer"), and by Bruno Sidler ("Mr. Sidler"). The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment. Capitalized terms used but not defined in this Amendment shall have the meanings given in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. The disclosure in Item 2 is hereby amended and restated in its entirety as follows: (a) and (b) This Schedule 13D is being filed jointly on behalf of the following persons: o (1) James R. Crane ("Mr. Crane"), (2) E. Joseph Bento ("Mr. Bento"), (3) Ronald E. Talley ("Mr. Talley"), (4) Gregory Weigel ("Mr. Weigel"), (5) Keith Winters ("Mr. Winters"), and (6) Vittorio Favati ("Mr. Favati") (collectively, the "Original Reporting Persons"); and o Mr. Bruno Sidler ("Mr. Sidler" and, collectively with the Original Reporting Persons, the "Reporting Persons"). Mr. Sidler has executed a Joinder to the Joint Filing Agreement among the Original Reporting Persons, dated as of March 28, 2007 (the "Joinder "). A copy of the Joinder is attached hereto as Exhibit 7.17. The business address of each of the Reporting Persons is 15350 Vickery Drive, Houston, Texas 77032. (c) The present principal occupation of Mr. Sidler is President - Europe, Middle East and Africa region of the Issuer and its certain of its affiliates. The present principal occupation of each of the Original Reporting Persons is as set forth in the Schedule 13D. (d) and (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Sidler is a citizen of Switzerland. Each of the Original Reporting Persons is a United States citizen. 3 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The disclosure in Item 3 is hereby supplemented by adding the following after the last paragraph thereof: On March 27, 2007, Mr. Crane syndicated a $51,000,000 of the cash investment represented by his Rollover Equity Commitment Letter to Sterling Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. (collectively, "Sterling"), pursuant to a letter agreement between Sterling and Mr. Crane (the "Sterling Syndication Letter"). Such assignment does not relieve Mr. Crane of his obligations under the Rollover Equity Commitment Letter. This summary of the Sterling Syndication Letter does not purport to be complete and is qualified in its entirety by reference to the Sterling Syndication Letter, which is attached hereto as Exhibit 7.18. ITEM 4. PURPOSE OF TRANSACTION. The disclosure in Item 4 is hereby supplemented by adding the following after the last paragraph thereof: On March 23, 2007, Mr. Crane, Centerbridge and Woodbridge converted Parent into a limited liability company. In connection with such conversion, Mr. Crane, Centerbridge and Woodbridge entered into a limited liability company agreement of Parent (the "Interim LLC Agreement"), which, among other things, governs the actions of Parent between the signing and closing of the transactions contemplated by the Merger Agreement. This description of the Iterim LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim LLC Agreement, which is attached hereto as Exhibit 7.19 and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) The disclosure in Item 5(a) and (b) is hereby supplemented by adding the following after the last paragraph thereof: Mr. Sidler has direct beneficial ownership of 10,000 restricted shares of EGL Common Stock, which represents approximately 0.02% of the outstanding EGL Common Stock. On February 15, 2007, in connection with his employment by the Company, Mr. Sidler was granted such restricted shares, as well as options to acquire 200,000 shares of EGL Common Stock, which vest in three equal installments beginning on February 15, 2008. As a result of his participation in the Proposal, Mr. Sidler may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act with the other Reporting Persons, Centerbridge and Woodbridge, and may be deemed to own the EGL Common Stock owned by the members of the group as a whole. As of March 23, 2007, the Reporting Persons beneficially owned 7,450,870 shares of EGL Common Stock, which represents approximately 18.17% of the EGL Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of such shares held by any other members of such group. 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The disclosure in Item 6 is hereby supplemented by adding the following after the last paragraph thereof: The information set forth or incorporated by reference in Item 3 and Item 4, as well as the documents incorporated by reference therein, are incorporated by reference in their entirety into this Item 6. Mr. Sidler has entered into a Joinder to the Joint Filing Agreement, a copy of which is attached as Exhibit 7.17 to this Amendment. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibits shall be attached in numerical order at the end of Item 7: Exhibit Joinder to Joint Filing Agreement executed by Mr. Sidler, dated as 7.17 of March 28, 2007 Exhibit Sterling Syndication Letter, dated as of March 27, 2007, executed 7.18 by Sterling Group Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. Exhibit Limited Liability Company Agreement of Talon Holdings LLC, dated 7.19 as of March 23, 2007, by and among Centerbridge Capital Partners, L.P., Centerbridge Capital Partners Strategic, L.P. and Centerbridge Capital Partners SBS, L.P., The Woodbridge Company Limited, and James R. Crane 5 Signatures After reasonable inquiry and to the best knowledge and belief of each of the undersigned, such person certifies that the information set forth in this Schedule 13D/A with respect to such person is true, complete and correct. Dated: March 28, 2007 * ---------------------------------------- JAMES R. CRANE * ---------------------------------------- E. JOSEPH BENTO * ---------------------------------------- RONALD E. TALLEY * ---------------------------------------- GREGORY WEIGEL * ---------------------------------------- KEITH WINTERS * ---------------------------------------- VITTORIO FAVATI /s/Bruno Sidler ---------------------------------------- BRUNO SIDLER 6 * Margaret Barradas, by signing her name hereto, does sign this document on behalf of each of the persons indicated above for whom she is attorney-in-fact pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission. /S/MARGARET BARRADAS ---------------------------------------- MARGARET BARRADAS 7 EX-7 2 mm03-2707_sc13da4e717.txt EX.7.17 EXHIBIT 7.17 JOINDER TO JOINT FILING AGREEMENT --------------------------------- The undersigned acknowledges and agrees (i) to be bound by that certain Joint Filing Agreement, dated as of January 22, 2007, executed in connection with the filing of the Schedule 13D related to ownership of securities in EGL, Inc. and filed with the Securities and Exchange Commission on January 22, 2007, as amended (the "Schedule 13D") and (ii) hereby designates and appoints each of James R. Crane and Margaret Barradas as his attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any amendments to such Schedule 13D. IN WITNESS WHEREOF, the undersigned hereby executes this Joinder to Joint Filing Agreement as of this 28th day of March, 2007 /s/ Bruno Sidler ------------------------------- Bruno Sidler EX-7 3 mm03-2707_sc13da4e718.txt EX.7.18 EXHIBIT 7.18 Sterling Group Partners II, L.P. Sterling Group Partners II (Parallel), L.P. 8 Greenway Plaza, Ste. 702 Houston, Texas 77046 March 27, 2007 James R. Crane c/o EGL, Inc. 15340 Vickery Drive Houston, Texas 77032 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 James R. Crane ("Crane") 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.] 2 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/ James R. Crane - ----------------------------------- James R. Crane 3 CENTERBRIDGE CAPITAL PARTNERS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Steven Price ----------------------------------- Name: Steven Price 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/ Steven Price ----------------------------------- Name: Steven Price 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/ Steven Price ----------------------------------- Name: Steven Price Title: Senior Managing Director 4 THE WOODBRIDGE COMPANY LIMITED By: --------------------------------- Name: Title: EX-7 4 mm03-2707_sc13da4e719.txt EX.7.19 EXHIBIT 7.19 ------------ LIMITED LIABILITY COMPANY AGREEMENT OF TALON HOLDINGS LLC This Limited Liability Company Agreement (this "Agreement") of Talon Holdings LLC, dated and effective as of March 23, 2007, is entered into by and among Centerbridge Capital Partners, L.P., Centerbridge Partners Strategic, L.P., Centerbridge Capital Partners SBS, L.P. (collectively, "Centerbridge"), The Woodbridge Company Limited ("Woodbridge") and James R. Crane ("Crane" and collectively with Centerbridge and Woodbridge, each a "Member" and collectively the " Members"). WHEREAS, Talon Holdings LLC, a Delaware limited liability company (the "Company"), Talon Acquisition Co., a Texas corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and EGL, Inc., a Texas corporation ("EGL") are parties to that certain Agreement and Plan of Merger, dated as of March 18, 2007 (the "Merger Agreement") pursuant to which Merger Sub will be merged with and into EGL, with EGL surviving that merger on the terms and subject to the conditions set forth in the Merger Agreement (the "Transaction"); and WHEREAS, the Members have previously entered into that certain Interim Investors Agreement, dated as of March 18, 2007 (the "Interim Investors Agreement"), setting forth the agreement of the Members with respect to the actions of the Company between the signing and closing of the Merger Agreement and certain other matters. NOW, THEREFORE, the Members, by execution of this Agreement, hereby form a limited liability company pursuant to and in accordance with the Act, and hereby agree as follows: ARTICLE I ORGANIZATIONAL MATTERS 1.1. Name. The name of the limited liability company formed hereby is Talon Holdings LLC. 1.2. Certificates. James R. Crane is hereby designated as an "authorized person" within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware his powers as an "authorized person" ceased, and each Member thereupon became a designated "authorized person" and shall continue as a designated "authorized person" within the meaning of the Act. Subject to Article III, a Member, as an authorized person within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware. Subject to Article III, a Member shall execute, deliver and file, or cause the execution, delivery and filing of, any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business. 1.3. Purposes. The purpose and business of the Company is to engage in any and all lawful acts and activity for which limited liability companies may be organized under the Act. 1.4. Powers. Except as otherwise provided in this Agreement, the Act or any other applicable laws and regulations, the Company shall have the power and authority to take any and all actions that are necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described herein. 1.5. Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Members. 1.6. Registered Office. The address of the Company's registered office in Delaware is at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. 1.7. Registered Agent. The name and address of the registered agent in Delaware for service of process are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. 1.8. Members. The names and mailing addresses of the Members, and their respective capital contributions, are as follows: --------------------------------------------------------------------- Name Address Capital Contribution --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $309.26 Partners, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $10.88 Partners Strategic, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- Centerbridge Capital c/o Centerbridge $6.86 Partners SBS, L.P. Partners, L.P., 31 West 52nd Street, 16th Floor, New York, New York 10019 --------------------------------------------------------------------- The Woodbridge Company 65 Queen Street West $163.00 Limited Suite 2400 Toronto, Canada M5H 2M8 --------------------------------------------------------------------- James R. Crane c/o EGL, Inc. $510.00 15350 Vickery Drive Houston, Texas 77032 --------------------------------------------------------------------- 2 1.9. Officers. The Members may, acting in accordance with Article III, from time to time as they deem advisable, select natural persons and designate them as officers of the Company (the "Officers") and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Members, acting in accordance with Article III, decide otherwise, if the title is one commonly used for officers of a business corporation formed under the DGCL, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office, except to the extent otherwise limited by this Agreement. ARTICLE II CAPITALIZATION; DISTRIBUTIONS; PROFITS AND LOSSES 2.1. Capital Contributions. The Members are deemed admitted as Members of the Company upon their execution and delivery of this Agreement. Each Member has contributed the amount set forth in Section 1.8. 2.2. Additional Contributions. Except to the extent provided in the Equity Commitment Letter of each Member, a Member is not required to make any additional capital contribution to the Company, and without unanimous consent of the Members shall not make any additional capital contributions. 2.3. Distributions; Profits and Losses. All distributions, profits and losses of the Company shall be allocated to the Members pro rata in proportion to their capital commitments as set forth above (which is intended to reflect the Economic Contribution of each of the parties as defined in the Interim Investors Agreement); provided, however, that notwithstanding the foregoing, the Company shall reimburse each of the Members for those costs and expenses actually incurred by them for the benefit of the Company in accordance with Section 4 of the Interim Investors Agreement (it being understood and agreed that all of the costs and expenses contemplated by Section 4 of the Interim Investors Agreement were incurred for the benefit of the Company); provided, further, however, that any such costs that are so reimbursed shall be treated as costs off the Company. 2.4. Withholding. All distributions shall be made only after giving effect to any required withholding by the Company. 2.5. Timing of Distributions. It is agreed that any amounts contemplated by Section 4 of the Interim Investors Agreement that are received by the Company will be distributed to the Members promptly upon receipt thereof by the Company. All other distributions shall be made at the times and in the aggregate amounts determined by the all of the Members. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not 3 make a distribution to the Members on account of their interests in the Company if such distribution would violate the Act or other applicable law. ARTICLE III MEMBERS AND ACTIONS (a) General. The Company shall be managed by its Members. The Members shall make all decisions regarding the actions of the Company in accordance with the provisions of the Interim Investors Agreement. ARTICLE IV GENERAL PROVISIONS 4.1. Effect of Interim Investors Agreement. It is the agreement and intent of the Members that the Interim Investors Agreement shall continue be fully applicable to the Members, mutatis mutandis so as to reflect the nature of the Company as a limited liability company, and that each of the terms of the Interim Investors Agreement shall remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Interim Investors Agreement. 4.2. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 4.3. Assignments/Transfers. No Member may transfer or assign its rights hereunder without the consent of all the Members; provided, however, that a Member shall be permitted to syndicate all or a portion of the equity commitment of such Member as set forth in its Equity Commitment Letter (and to assign or transfer the corresponding portion of such Member's interest in the Company) to an affiliate or affiliated fund without the consent of any Member; provided, further, however, that following such syndication, assignment and transfer, all voting and control over the interests held by such Member and/or and its transferees (such Member's "Affiliated Group") shall be allocated to one member of the Affiliated Group of such Member (the "Deciding Member"), and the decision of the Deciding Member as to any action shall be binding on all members of the Affiliated Group. The Members also agree that Crane may assign his interest hereunder to a partnership or limited liability company to be formed by him, the partners or members of which will consist of Crane and certain other members of management of EGL. Nothing contained in this Section 4.3 shall be deemed to limit Crane's right to syndicate all or a portion of the cash portion of his equity commitment as set forth in Section 2(c) of the Interim Investors Agreement. 4 4.4. Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the written consent of all of the Members or the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) The bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. (d) Upon the cancellation of the Certificate of Formation of the Company in accordance with the Act, the Company and this Agreement shall terminate. 4.5. Severability of Provisions. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal. 4.6. Entire Agreement. This Agreement, together with the Interim Investors Agreement, constitutes the entire agreement of the Members with respect to the subject matter hereof. 4.7. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws. 4.8. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed by all of the parties hereto. 4.9. Sole Benefit of the Members. Except as expressly provided in this Agreement, the provisions of this Agreement are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any contributions or payments to the Company. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 5 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above. /s/ James R. Crane --------------------------------------------- James R. Crane (Signature page continued on following page) 6 THE WOODBRIDGE COMPANY LIMITED By: /s/ Sarah Lerchs ------------------------------------ Name: Sarah Lerchs Title: Senior Counsel (Signature page continued on following page) 7 CENTERBRIDGE CAPITAL PARTNERS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge GP Investors, LLC, its general partner By: /s/ Steven Price -------------------------------------- Name: Steven Price 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/ Steven Price -------------------------------------- Name: Steven Price 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/ Steven Price -------------------------------------- Name: Steven Price Title: Senior Managing Director -----END PRIVACY-ENHANCED MESSAGE-----