<PAGE>   1

                       FIRST AMENDMENT TO CREDIT AGREEMENT

         This First Amendment to Credit Agreement (this "FIRST AMENDMENT") is
made and entered into as of the 31st day of May, 2000, by and among EGL, INC., a
Texas corporation ("BORROWER"), formerly known as Eagle USA Airfreight, Inc.,
and BANK OF AMERICA, N.A., as a Bank and Administrative Agent for the Banks.

                                   WITNESSETH

         WHEREAS, pursuant to that certain Credit Agreement (the "CREDIT
AGREEMENT") dated as of January 13, 2000, the Banks agreed to make certain loans
to Borrower upon the terms and conditions therein contained; and

         WHEREAS, the parties hereto desire to modify and amend certain terms
and provisions of the Credit Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Administrative Agent,
and each Bank agree as follows:

     1. Amendments to Credit Agreement. The Credit Agreement is modified as
follows:

         1.1 Section 5.10 of the Credit Agreement is deleted in its entirety.

     2. Master Amendment. All references in the Credit Agreement and the other
Credit Documents to Eagle USA Air Freight, Inc. are amended and replaced with a
reference to EGL, Inc.

     3. Waiver. Borrower has failed to comply with Section 5.10 (Distributions)
of the Credit Agreement for the period ending on the date of this First
Amendment. Administrative Agent, on behalf of each Bank, hereby waives
compliance by Borrower with the foregoing described covenant for the applicable
period. The waiver contained in this First Amendment is specifically limited to
a waiver of the foregoing described covenant for the period set forth in the
preceding sentence. This waiver shall not constitute a waiver of any violation
of any other provision of the Credit Agreement, or any Event of Default
thereunder, whether now existing or occurring after the date of this First
Amendment. Bank hereby specifically reserves all of the rights and remedies it
may have under the Credit Agreement or otherwise as the result of any such
violation or Event of Default. This First Amendment constitutes the only
evidence of Bank's waiver of compliance by Borrower with the above described
covenant.


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     4. Note Status. Nothing herein shall in any manner diminish, impair or
extinguish the Revolving Loan Notes or the Swing Loan Note. Borrower agrees that
the indebtedness evidenced by the Revolving Loan Notes and the Swing Loan Note
is just, due, owing and unpaid, and is subject to no offsets, deductions,
credits, charges or claims of whatsoever kind or character, and further agrees
that all offsets, credits, charges and claims of whatsoever kind or character
are fully settled and satisfied. This First Amendment is a Credit Document under
and for purposes of the Credit Agreement.

     5. Defined Terms. Words and terms used herein which are defined in the
Credit Agreement are used herein as defined therein, except as specifically
modified by the terms of this First Amendment.

     6. Representations and Warranties. The representations and warranties made
by Borrower in Article 4 of the Credit Agreement are true and correct as of the
date of this First Amendment.

     7. NO CONTROL BY BANKS AND ADMINISTRATIVE AGENT. BORROWER AGREES AND
ACKNOWLEDGES THAT ALL OF THE COVENANTS AND AGREEMENTS PROVIDED FOR AND MADE BY
BORROWER IN THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, AND IN THE OTHER LOAN
DOCUMENTS ARE THE RESULT OF EXTENSIVE AND ARMS-LENGTH NEGOTIATIONS AMONG
BORROWER, ADMINISTRATIVE AGENT, AND BANKS. BANKS' RIGHTS AND REMEDIES PROVIDED
FOR IN THE CREDIT AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE INTENDED TO
PROVIDE BANK WITH A RIGHT TO OVERSEE BORROWER'S ACTIVITIES AS THEY RELATE TO THE
LOAN TRANSACTIONS PROVIDED FOR IN THE CREDIT AGREEMENT, WHICH RIGHT IS BASED ON
BANKS' VESTED INTEREST IN BORROWER'S ABILITY TO PAY THE RESPECTIVE NOTES
EXECUTED BY BORROWER AND PERFORM THE OTHER CREDIT OBLIGATIONS. NONE OF THE
COVENANTS OR OTHER PROVISIONS CONTAINED IN THE CREDIT AGREEMENT SHALL, OR SHALL
BE DEEMED TO, GIVE BANKS OR ADMINISTRATIVE AGENT THE RIGHT OR POWER TO EXERCISE
CONTROL OVER, OR OTHERWISE IMPAIR, THE DAY-TO-DAY AFFAIRS, OPERATIONS, AND
MANAGEMENT OF BORROWER.

     8. ARBITRATION.

          (a) ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
     INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THE CREDIT
     AGREEMENT (AS HEREBY AMENDED) OR ANY RELATED AGREEMENTS OR INSTRUMENTS,
     INCLUDING ANY CLAIM BASED ON OR ARISING FROM





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     AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE
     WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE
     STATE LAW). THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF
     COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
     (J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
     INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY
     ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
     PARTY TO THIS FIRST AMENDMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR
     EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO
     WHICH THE CREDIT AGREEMENT (AS HEREBY AMENDED) APPLIES IN ANY COURT HAVING
     JURISDICTION OVER SUCH ACTION.

          (b) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
     THE BORROWER'S DOMICILE AT THE TIME OF THIS FIRST AMENDMENT'S EXECUTION AND
     ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS
     UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE
     AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL
     BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE
     ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
     COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

          (c) RESERVATION OF RIGHTS. NOTHING IN THIS FIRST AMENDMENT SHALL BE
     DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES
     OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR
     (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC.
     91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF A
     BANK (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO)
     SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
     COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES
     SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OR POSSESSION OR THE
     APPOINTMENT OF A RECEIVER. BANKS MAY EXERCISE SUCH SELF HELP RIGHTS,
     FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY
     REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING
     BROUGHT PURSUANT TO THIS






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     AGREEMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION
     OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY
     REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE
     CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR
     CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

     9.  Miscellaneous.

         9.1 Preservation of the Credit Agreement. Except as specifically
amended and modified by the terms of this First Amendment, all of the terms,
provisions, covenants, warranties, and agreements contained in the Credit
Agreement and in the other Loan Documents shall remain in full force and effect
(any irreconcilable conflicts or inconsistencies between the terms of this First
Amendment and the Credit Agreement, or any other Loan Document, shall be
governed and controlled by this First Amendment).

          9.2 Counterparts. This First Amendment may be executed in two or more
counterparts, and it shall not be necessary that any one of the counterparts be
executed by all of the parties hereto. Each fully or partially executed
counterpart shall be deemed an original, but all such counterparts taken
together shall constitute but one and the same instrument.

         9.3 NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER WRITTEN
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NOT UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

         9.4 Joinder by Subsidiaries. Each Subsidiary of Borrower joins in the
execution and delivery of this First Amendment to agree to the modification of
the Guaranty as provided for in Section 2 above and to evidence that each of
their obligations under the Guaranty remains in full force and effect and are
not impaired or adversely affected in any way by the execution and delivery of
this First Amendment by Borrower and that they continue to secure all
indebtedness, and obligations of Borrower to Banks, whether now existing or
hereafter created.


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         IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first above written.

                                      BORROWER:

                                      EGL, INC.


                                      By: /s/ DOUGLAS A. SECKEL
                                         ---------------------------------------
                                         Douglas A. Seckel, Treasurer

                                      ADMINISTRATIVE AGENT:

                                      BANK OF AMERICA, N.A., as Administrative
                                      Agent


                                      By: /s/ WILLIAM B. BORUS
                                         ---------------------------------------
                                         William B. Borus, Senior Vice President


                                      BANKS:

                                      BANK OF AMERICA, N.A.


                                      By: /s/ WILLIAM B. BORUS
                                         ---------------------------------------
                                         William B. Borus, Senior Vice President



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THE UNDERSIGNED JOIN IN THE EXECUTION OF THIS INSTRUMENT FOR THE PURPOSES
DESCRIBED ABOVE:

EGL EAGLE GLOBAL LOGISTICS, LP,
a Delaware limited partnership

By:  EGL Management, LLC, Managing Partner

     By: /s/ JAMES R. CRANE
        --------------------------------------------
        James R. Crane, Chief Executive Officer


EGL MANAGEMENT, LLC, a Delaware corporation


By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, Chief Executive Officer

EGL DELAWARE LIMITED LIABILITY COMPANY,
a Delaware limited liability company


By:  /s/ E. JOSEPH BENTO
    ------------------------------------------------
         E. Joseph Bento, President

EAGLE FREIGHT SERVICES, INC.,
a Texas corporation

By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, President

EAGLE FREIGHT SERVICES, INC.,
a California corporation

By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, President



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EAGLE USA TRANSPORTATION SERVICES,
INC., a Texas corporation


By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, Chief Executive Officer

EAGLE MARITIME SERVICES, INC.,
a Texas corporation

By:  /s/ VITTORIO FAVATI
    ------------------------------------------------
         Vittorio Favati, President

FREIGHT SERVICES MANAGEMENT, INC.,
a Texas corporation

By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, Chief Executive Officer

EAGLE USA IMPORT BROKERS, INC.,
a Texas corporation

By:  /s/ STEPHEN CARATTINI
    ------------------------------------------------
         Stephen Carattini, President

EAGLE URBAN RENEWAL CORPORATION,
a New Jersey Urban Renewal Entity

By: /s/ JAMES R. CRANE
    ------------------------------------------------
        James R. Crane, Chief Executive Officer


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EAGLE INTERNATIONAL HOLDINGS, INC.,
a Delaware corporation

By:  /s/ VITTORIO FAVATI
    ------------------------------------------------
         Vittorio Favati, President

EUSA PARTNERS, INC., a Delaware corporation


By:  /s/ KELLY BIAR
    ------------------------------------------------
         Kelly Biar, President

EUSA HOLDINGS, INC., a Delaware corporation


By:  /s/ KELLY BIAR
    ------------------------------------------------
         Kelly Biar, President

EAGLE PARTNERS, a Texas general partnership


By:      EUSA PARTNERS, INC., General Partner

         By: /s/ KELLY BIAR
            ----------------------------------------
              Kelly Biar, President

                           - and -


By:      EUSA HOLDINGS, INC., General Partner

         By: /s/ KELLY BIAR
            ----------------------------------------
              Kelly Biar, President



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