Crane James R, et al. – ‘SC 13D/A’ on 5/24/07 re: Egl Inc – EX-99

On:  Thursday, 5/24/07, at 10:44am ET   ·   Accession #:  909518-7-517   ·   File #:  5-49709

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amend. No. 9                                           5     19K 
 2: EX-99       Ex.7.34                                                4     14K 

EX-99   —   Ex.7.34
Exhibit Table of Contents

EX-99
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                                                                    EXHIBIT 7.34
                                                                    ------------

 TALON MANAGEMENT HOLDINGS LLC
c/o James R. Crane
 EGL, Inc.
 15340 Vickery Drive
Houston, Texas 77032

                                                            May 22, 2007

Centerbridge Capital Partners, L.P.                                             
Centerbridge Capital Partners Strategic, L.P.                                   
Centerbridge Capital Partners SBS, L.P.                                         
c/o Centerbridge Partners, L.P.                                                 
31 West 52nd Street, 16th Floor                                                 
New York, New York 10019                                                        

The Woodbridge Company Limited                                                  
65 Queen Street West, Suite 2400                                                
Toronto, Canada M5H 2M8                                                         

Gentlemen:                                                                      

Reference is hereby made to that cetain Limited Liability Company   
Agreement of Talon Holdings LLC ("Talon Holdings"), dated as of March 23, 2007  
(the "Original LLC Agreement"), by and among Centerbridge Capital Partners,     
L.P., Centerbridge Capital Partners Strategic, L.P., Centerbridge Capital       
Partners SBS, L.P., The Woodbridge Company Limited and Talon Management Holdings
LLC ("Talon Management Holdings"), as amended by that that certain Amendment No.
1. to Limited Liabilty Company Agreement of Talon Holdings LLC, dated as of May 
17, 2007 (the "LLC Agreement Amendment"; the Original LLC Agreement, as amended 
by the LLC Agreement Amendment, the "LLC Agreement"). Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the LLC    
Agreement.                                                                      

  In connection with the LLC Agreement Amendment, the undersigned hereby
acknowledge and agree that any amount to be distributed to Talon Management     
Holdings pursuant to Section 2.3(b) of the LLC Agreement is being paid to Talon 
Management Holdings, to the extent Talon Management Holdings or James R. Crane  
has incurred expenses in connection with the transactions contemplated by the   
Merger Agreement equal to or in excess of such amount, in reimbursement of such 
costs and expenses incurred by Talon Management Holdings or James R. Crane for  
the benefit of Talon Holdings as previously contemplated by Section 2.3 of the  
Origional LLC Agreement and that certain Interim Investors Agreement, dated as  
of March 18, 2007, by and among the undersigned.                                

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]   

EX-99
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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,

                 TALON MANAGEMENT HOLDINGS

                By:   /s/ James R. Crane
                                        ------------------------------------
                  James R. Crane
                   Managing Member

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EX-99
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Accepted and Agreed to as of the date written above:                            

THE WOODBRIDGE COMPANY LIMITED                                                  

By: /s/ Sarah Lerchs                                                            
--------------------------------------                                  
Name:  Sarah Lerchs                                                 
Title: Senior Counsel                                               

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EX-99
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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/ 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                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/24/07							8-K,  DFAN14A
		5/22/07		1					8-K
		5/17/07		1					8-K
		3/23/07		1
		3/18/07		1					8-K
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