EXHIBIT 7.32
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AMENDMENT NO. 1
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
TALON HOLDINGS LLC
This Amendment No. 1 (this "Amendment") to Limited Liability Company
Agreement of Talon Holdings LLC is made and entered into as of May 17, 2007, and
to be effective only in accordance with Section 8 hereof, 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 Talon Management Holdings LLC
("Talon Management Holdings" and collectively with Centerbridge and Woodbridge,
each a "Member" and collectively the "Members").
RECITALS
WHEREAS, the Members are parties to that certain Limited Liability Company
Agreement of Talon Holdings LLC, dated as of March 23, 2007 (the "Agreement");
WHEREAS, Section 4.8 of the Agreement provides that the Agreement may be
amended pursuant to a written agreement executed by all of the parties thereto;
WHEREAS, the Members, constituting all of the parties to the Agreement,
desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used, but not defined, in this
Amendment shall have the meanings given to such terms in the Agreement.
2. Amendment of Section 1.8. Section 1.8 of the Agreement is hereby
deleted and replaced in its entirety as follows:
"1.8 Members. The names and mailing addresses of the Members, and
their respective capital contributions, are as follows:
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Name Address Capital
Contribution
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Centerbridge Capital c/o Centerbridge $298.494
Partners, L.P. Partners, L.P., ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇
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Centerbridge Capital c/o Centerbridge $10.497
Partners Strategic, L.P. Partners, L.P., ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇
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Centerbridge Capital c/o Centerbridge $6.622
Partners SBS, L.P. Partners, L.P., ▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇
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The Woodbridge Company ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ $136.326
Limited ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
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Talon Management Holdings c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇ $382.740
LLC EGL, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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3. Amendment of Section 2.3. Section 2.3 of the Agreement is hereby
deleted and replaced in its entirety as follows:
"2.3 Distributions; Profits and Losses.
(a) General. Except as set forth in Section 2.3(b), all
distributions by the Company to the Members shall be shared by the Members
pro-rata in proportion to their capital contributions as set forth above.
(b) Distributions of Termination Fee or Reimbursement of Expenses.
Notwithstanding Section 2.3(a) or anything in the Interim Investors Agreement to
the contrary, in the event that the Company receives, pursuant to the Merger
Agreement, any payment of the Termination Fee or any reimbursement of Expenses
(as defined in the Merger Agreement), the Company shall distribute any such
amount to the Members as follows:
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First, (i) 2,000,000 to Management Holdings, (ii) 19,698,000 to
Centerbridge and (iii) 8,302,000 to Woodbridge;
Second, to the extent that Talon Management Holdings or ▇▇▇▇▇ ▇.
▇▇▇▇▇ makes a payment of up to $1,000,000 in the aggregate to Sterling Group
Partners II, L.P. and Sterling Group Partners II (Parallel), L.P. that is
payable by Talon Management Holdings or ▇▇▇▇▇ ▇. ▇▇▇▇▇ upon receipt of the
Termination Fee by the Company, to Talon Management Holdings up to $1,000,000;
and
Thereafter, 42.2% to Centerbridge, 17.8% to Woodbridge, and 40% to
Talon Management Holdings.
(c) Profits and Losses. Profits and losses of the Company shall be
allocated for all purposes (including, without limitation, tax purposes
(provided that for tax purposes, any such allocation shall comply with the
requirements of Section 704(c) Internal Revenue Code of 1986, as amended)) among
the Members as agreed in good faith by the Members in a manner consistent with
the economic provisions of this Agreement."
4. Amendment of Section 2.5. The first sentence of Section 2.5 of the
Agreement is hereby deleted and replaced in its entirety as follows:
"All amounts contemplated by Section 2.3(b) that are received by the
Company will be distributed to the Members promptly upon receipt thereof by the
Company."
5. Amendment of Section 4.1. The first sentence of Section 4.1 of the
Agreement is hereby deleted and replaced in its entirety as follows:
"Subject to Section 2.3, it is the agreement and intent of the
Members that the Interim Investors Agreement shall continue to 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."
6. No Other Modification. Except as set forth in this Amendment, the
terms and conditions of the Agreement shall remain in full force and effect.
7. Governing Law. This Amendment 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.
8. Effectiveness. This Amendment shall become effective only upon the
first to occur of (i) the execution and delivery by the Company, Merger Sub and
EGL of an amendment to the Merger Agreement providing for a Merger Consideration
of at least $46.25 per share or (ii) the termination of the Merger Agreement by
EGL pursuant to Section 7.1(c)(ii) thereof in order for the Company to enter
into a transaction with another party that provides for a purchase price for
shares of EGL greater than $46.25 per share. This Amendment replaces in its
entirety that certain Amendment No. 1 to Limited Liability Company Agreement of
Talon Holdings LLC, dated as of May 11, 2007, by and among the parties hereto,
which had yet to come into effect.
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9. Counterparts. This Amendment may be executed in multiple
counterparts or originals, and by the different parties hereto in separate
counterparts or multiple originals, each of which when executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.
TALON MANAGEMENT HOLDINGS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Managing Member
(Signature page continued on following page)
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THE WOODBRIDGE COMPANY LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Counsel
(Signature page continued on following page)
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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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Principal
CENTERBRIDGE CAPITAL PARTNERS
STRATEGIC, L.P.
By: Centerbridge Associates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Principal
CENTERBRIDGE CAPITAL PARTNERS
SBS, L.P.
By: CenterbridgeAssociates, L.P.,
its general partner
By: Centerbridge GP Investors, LLC,
its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Principal
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