Crane James R, et al. – ‘SC 13D’ on 1/22/07 re: Egl Inc – EX-99

On:  Monday, 1/22/07, at 4:55pm ET   ·   Accession #:  909518-7-45   ·   File #:  5-49709

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     61K 
 2: EX-99       Ex. 7.01                                               2      7K 
 3: EX-99       Ex. 7.02                                               2     11K 
 4: EX-99       Ex. 7.03                                               3     18K 
 5: EX-99       Ex. 7.04                                               2     13K 
 6: EX-99       Ex. 7.05                                               3     15K 
 7: EX-99       Ex. 7.06                                               2     13K 

EX-99   —   Ex. 7.04

EX-99
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                                                                    EXHIBIT 7.04
                                                                    ------------

BANC OF AMERICA SECURITIES LLC
214 NORTH TRYON STREET
 CHARLOTTE, NC 28255

January 1, 2007                                                                 

EGL, Inc.                                                                       
Attention:  Mr. Jim Crane                                                       
15350 Vickery Drive                                                             
Houston, TX  77032                                                              

General Atlantic, LLC                                                           
3 Pickwick Plaza, Suite 200                                                     
Greenwich, CT 06830                                                             

 HIGHLY CONFIDENT LETTER

Ladies and Gentlemen:                                                           

You have advised Bank of America, N.A. ("BANK OF AMERICA") and Banc of America  
Securities LLC ("BAS") that you and certain members of management of EGL, Inc., 
a public corporation organized under the laws of the State of Texas (the        
"COMPANY") have formed a corporation or limited liability company that intends  
to acquire (the "ACQUISITION") all of the stock of the Company. You have further
advised us that you propose to finance the Acquisition and the costs and        
expenses related to the Acquisition with a revolving credit facility and/or term
loan facilities (the "FACILITIES").                                             

You have also advised Bank of America and BAS that you intend to finance the    
Acquisition, costs and expenses related to the Transaction (as hereinafter      
defined) and the ongoing working capital and other general corporate purposes of
the Company and its subsidiaries after consummation of the Acquisition from the 
following sources (and that no financing other than the financing described     
herein will be required in connection with the Transaction): (a) at least $537  
million of common equity will be contributed in the form of cash and roll-over  
equity (the "EQUITY CONTRIBUTION"), (b) up to $1 billion in senior secured first
lien credit facilities (the "FIRST LIEN FACILITIES") of the Borrower (as defined
in the Summary of Terms), comprised of (i) a term loan B facility aggregating up
to $900 million and (ii) a revolving credit facility of up to $100 million, and 
(d) up to $240 million in a senior secured second lien term loan facility (the  
"SECOND LIEN FACILITY"; together with the First Lien Facilities, the            
"Facilities") of the Borrower. The Acquisition, the Equity Contribution, the    
entering into and funding of the First Lien Facilities and the Second Lien      
Facility and all related transactions are hereinafter collectively referred to  
as the "TRANSACTION."                                                           

We are pleased to inform you that, based upon (and subject to) our understanding
of the Acquisition and current market conditions and subject to the conditions  
set forth below, we are highly confident of our ability as sole lead arranger,  
to arrange and syndicate the fully underwritten Facilities in connection with   
the Acquisition. The structure, interest rate, covenants and terms of, and the  
documentation for the Facilities will be based on market conditions at the time 
of the arrangement and syndication of the Facilities, and on the structure and  

EX-99
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January 1, 2007                                                                 
Page 2                                                                          

documentation of the Acquisition and all the financing thereof. We have attached
an indicative term sheet for the Facilities and a pro forma capitalization for  
your review.                                                                    

Our confidence in our ability to arrange and syndicate the Facilities is subject
to: (i) the principal economic terms and structure of the Acquisition and the   
related financing components being on the terms as described to BAS on the date 
hereof with such other terms and conditions acceptable to BAS and the execution 
of documentation relating thereto satisfactory in form and substance to BAS, and
the Acquisition having been consummated; (ii) BAS and its representatives being 
satisfied with the results of their continuing legal due diligence (it being    
confirmed that BAS is satisfied with the diligence completed to date and expect 
to do only limited additional legal diligence); (iii) the receipt of all        
required governmental, regulatory or third party approvals or consents in       
connection with the Acquisition; (iv) the completion, to the satisfaction of    
BAS, of an offering memorandum or prospectus and your cooperation with respect  
to the syndication of the Facilities; (v) the availability of pro forma         
financial statements and projections satisfactory to BAS of the Company and its 
subsidiaries assuming consummation of the Acquisition; (vi) there not having    
occurred any change or development that either individually or in the aggregate 
could reasonably be expected to have a material adverse effect on the business, 
operations, assets, properties, liabilities (actual and contingent), results of 
operations, condition (financial or otherwise) or prospects of the Company and  
its subsidiaries, in each case taken as a whole.                                

This letter is not intended to be and should not be construed as (or relied upon
as) an offer or commitment by BAS or any of its affiliates with respect to the  
extension of credit or the underwriting, sale, arrangement or placement of the  
Facilities and creates no obligations or liability on our part or your part, or 
on the part of any of our respective affiliates, in connection therewith.       
Obtaining financing for the Acquisition is inherently subject to uncertainties  
and contingencies beyond our control; accordingly there can be no assurance that
the arrangement of the Facilities will in fact be accomplished.                 

Except as otherwise required by law or unless BAS has otherwise consented in    
writing, you are not authorized to show or circulate this letter to any other   
person or entity (other than your advisors and to the Company, its board of     
directors and its advisors with a need to know). Nothing herein, express or     
implied, is intended or shall confer upon any third party any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this    
letter.                                                                         

Very truly yours,                                                               

BANC OF AMERICA SECURITIES LLC                                                  

By:   /s/ Steven Dixon                                                          
--------------------------                                            
Steven Dixon                                                          
Vice President                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		1/22/07							3
		1/1/07		1		2
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