LIMITED LIABILITY COMPANY AGREEMENT



                                       OF



                          TALON MANAGEMENT HOLDINGS LLC



            This Limited Liability Company Agreement (this "Agreement") of Talon

Management Holdings LLC (the "Company"), dated and effective as of April 24,

2007, is entered into by and among James R. Crane (the "Managing Member"), E.

Joseph Bento, Gregory Weigel, Keith Winters, Vittorio Favati, Bruno Sidler,

Ronald Talley and Sam Slater (collectively the "Non-Managing Members" and,

collectively with the Managing Member, the "Members").



            WHEREAS, the Company, pursuant to an assignment from the Managing

Member of his interest therein, is a member of Talon Holdings LLC, a Delaware

limited liability company ("Parent"), and a party to the Limited Liability

Company Agreement of Parent, dated as of March 23, 2007, by and among the

Company, Centerbridge Capital Partners, L.P., Cenberbridge Capital Partners

Strategic, L.P., Centerbridge Capital Partners SBS, L.P. and The Woodbridge

Company Limited (the "Parent LLC Agreement"); and



            WHEREAS, Parent is a party to that certain Agreement and Plan of

Merger, dated as of March 18, 2007 (the "Merger Agreement"), by and among

Parent, Talon Acquisition Co., a Texas corporation and wholly-owned subsidiary

of Parent ("Merger Sub") and EGL, Inc., a Texas corporation ("EGL"), providing

for the merger of Merger Sub with and into EGL.



            NOW, THEREFORE, the Members, by execution of this Agreement, hereby

form a limited liability company pursuant to and in accordance with the Delaware

Limited Liability Company Act (as amended from time to time, the "Act"), and

hereby agree as follows:



                                    ARTICLE I



                       ORGANIZATIONAL MATTERS; MANAGEMENT



            1.1.  Name. The name of the limited liability company formed hereby

is Talon Management 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 and will 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 and 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.







{PAGE}









            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 Managing Member.



            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 are as

follows:



      ---------------------------------------------------------------

                  Name                           Address

      ---------------------------------------------------------------

      James R. Crane                     c/o EGL, Inc.

                                         15350 Vickery Drive

                                         Houston, Texas 77032

      ---------------------------------------------------------------

      E. Joseph Bento                    c/o EGL, Inc. 15350 Vickery

                                         Drive Houston, Texas 77032

      ---------------------------------------------------------------

      Gregory Weigel                     c/o EGL, Inc.

                                         15350 Vickery Drive

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC