BRIDGE TERM LOAN CREDIT AGREEMENT

Bridge Loan Agreement

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Title: BRIDGE TERM LOAN CREDIT AGREEMENT
Governing Law: Texas Date: 10/5/2005
Industry: AIRCOU Sector: TRANSP

exv10w2

Exhibit 10.2

BRIDGE TERM LOAN CREDIT AGREEMENT

Dated as of September 30, 2005

among

EGL, INC.,
as the Borrower,

BANC OF AMERICA MEZZANINE CAPITAL, LLC

as Administrative Agent,

and

The Other Lenders Party Hereto

TABLE OF CONTENTS


		Page
ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		22
1.03	Accounting Terms.		22
1.04	Rounding		23
1.05	Times of Day		23

ARTICLE II.	TERM LOAN AND PAYMENTS		23
2.01	Term Loan		23
2.02	The Borrowing, Conversions and Continuations of the Term Loan.		23
2.03	Prepayments.		25
2.04	Repayment of Term Loan		25
2.05	Interest.		25
2.06	Computation of Interest and Fees		26
2.07	Evidence of Debt		26
2.08	Payments Generally; Administrative Agent's Clawback.		27
2.09	Sharing of Payments by Lenders		28

ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY		29
3.01	Taxes.		29
3.02	Illegality		32
3.03	Inability to Determine Rates		32
3.04	Increased Costs; Reserves on Eurodollar Rate Loans.		32
3.05	Compensation for Losses		34
3.06	Mitigation Obligations; Replacement of Lenders.		34
3.07	Survival		35

ARTICLE IV.	CONDITIONS PRECEDENT TO BORROWING		35
4.01	Conditions of Borrowing		35

ARTICLE V.	REPRESENTATIONS AND WARRANTIES		37
5.01	Existence, Qualification and Power; Compliance with Laws		37
5.02	Authorization; No Contravention		38
5.03	Governmental Authorization; Other Consents		38
5.04	Binding Effect		38
5.05	Financial Statements; No Material Adverse Effect;
	No Internal Control Event		38
5.06	Litigation		39
5.07	No Default		39
5.08	Ownership of Property; Liens		39
5.09	Environmental Compliance		39
5.10	Insurance		39
5.11	Taxes		40


5.12	ERISA Compliance.	40
5.13	Subsidiaries; Equity Interests	40
5.14	Margin Regulations; Investment Company Act; Public Utility Holding
	Company Act.	41
5.15	Disclosure	41
5.16	Compliance with Laws	41
5.17	Intellectual Property; Licenses, Etc	41
5.18	Common Enterprise	42
5.19	Solvent	42

ARTICLE VI.	AFFIRMATIVE COVENANTS	42
6.01	Financial Statements	42
6.02	Certificates; Other Information	43
6.03	Notices	45
6.04	Payment of Obligations	45
6.05	Preservation of Existence, Etc	45
6.06	Maintenance of Properties	45
6.07	Maintenance of Insurance	46
6.08	Compliance with Laws	46
6.09	Books and Records	46
6.10	Inspection Rights	46
6.11	Use of Proceeds	46
6.12	Further Assurances	46
6.13	Subsidiaries	47
6.14	Most Favored Nation Status	47

ARTICLE VII.	NEGATIVE COVENANTS	47
7.01	Liens	47
7.02	Investments	49
7.03	Indebtedness	49
7.04	Fundamental Changes	50
7.05	Dispositions	50
7.06	Restricted Payments	51
7.07	Change in Nature of Business	52
7.08	Transactions with Affiliates	52
7.09	Burdensome Agreements	52
7.10	Use of Proceeds	52
7.11	Financial Covenants.	53
7.12	Subordinated Debt	53
7.13	Limitation on Restrictive Agreements	53

ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES