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APOLLO MANAGEMENT VI, L.P., Plaintiff, vs. § § § § § § IN THE DISTRICT COURT EGL, INC., JAMES R. CRANE, MILTON CARROLL, JAMES C. FLAGG, FRANK J. HEVRDEJS, PAUL HOBBY, MICHAEL JHIN, NEIL E. KELLEY and SHERMAN WOLFF, Defendants. § § § § § § § § § § ______ JUDICIAL DISTRICT OF HARRIS COUNTY, TEXAS PLAINTIFF'

S ORIGINAL PETITION Plaintiff Apollo Management VI, L.P. ( Apollo ), by its undersigned attorneys, alleges on information and belief, except for its own acts, as follows: DISCOVERY LEVEL 1. This lawsuit is intended to be conducted as a level

3 case under TEX. R. CIV. P. 190. NATURE OF THE ACTION 2. This action is brought to remedy the serious and blatant breaches of fiduciary duty committed by the directors of defendant EGL, Inc. ( EGL or the Company ). On March 19, 2007, EGL announced that it had entered into an Agreement and Plan of Merger (the Merger Agreement ) with acquisition vehicles owned by James R. Crane ( Crane ) and two private equity firms, Centerbridge Partners, L.P. ( Centerbridge ) and The Woodbridge

2 Company Limited ( Woodbridge and, collectively, Crane'

s Second Group ), providing for the sale of the Company at $38 per share. As alleged herein, the Merger Agreement was the product of a sham process, controlled and manipulated by Crane, with the tacit or express connivance of the remaining defendants, in order to allow Crane to reap significant financial benefit from a coerced, self-dealing transaction. 3. Crane is EGL'

s Chief Executive Officer and Chairman of EGL'

s board of directors, and is therefore a self-interested participant in this transaction, due to his 51% participation in the investment vehicle that will, if the Merger Agreement is consummated, acquire EGL. Crane would be the controlling shareholder, Chief Executive Officer and Chairman of the new company. Throughout the sale process, Crane has abused his position and influence over the board and management of the Company to prevent any third party from making a competitive offer for EGL and to preclude fair consideration by the board of EGL and its Special Committee of third-party bidders for EGL in order to secure his own acquisition of the Company at the lowest possible price. 4. The Merger Agreement is the result of a seriously flawed process and significant breaches of duty by Crane and the other EGL directors who voted to approve the Merger Agreement. Although EGL and Crane knew that Apollo was enthusiastically interested in buying EGL, and indeed had earlier submitted its own $38 per share bid, Crane and the board preferred to deal with Crane'

s Second Group, and therefore kept Apollo in the dark about the bidding process. They did this out of personal self-interest and despite the fact that their conduct would bring the bidding process to a premature conclusion. Accordingly, despite Apollo'

s entering into a customary confidentiality agreement in early February 2007, defendants for more than two months have denied Apollo customary and necessary information concerning the

3 Company that had already been provided to Crane and his two separate groups of equity investors, and two debt financing groups. EGL and its advisors also affirmatively misled Apollo during the bidding process ― including instructing the Special Committee'

s investment bankers to mislead Apollo about the timing and status of EGL'

s sale process (which they stated would continue for another eight days) when they were on the verge of signing a deal with Crane'

s Second Group in order to manipulate the process to forestall Apollo from putting a higher bid on the table and to permit Crane to make the lowest possible bid he needed to make in order to obtain a signed merger agreement. 5. Having delivered EGL to the favored bidder, defendants then attempted to lock up the deal by including an unconscionable break-up fee and other onerous deal protections in the Merger Agreement. For example, any bid higher than Crane'