EGL INC
AMEND. TO MASTER PARTICIPATION AGREEMENT - 4/1/99
<DOCUMENT>
<TYPE>EX-10.19E
<SEQUENCE>4
<FILENAME>h85387ex10-19e.txt
<DESCRIPTION>AMEND. TO MASTER PARTICIPATION AGREEMENT - 4/1/99
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.19E

================================================================================

         FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT, MASTER LEASE
                 AND DEVELOPMENT AGREEMENT, AND LOAN AGREEMENT

                            Dated as of April 3, 1998

                                      among

                  ASSET XVI HOLDINGS COMPANY, L.L.C., as Lessor

                      EAGLE USA AIRFREIGHT, INC., as Lessee

                                       and

                        BANK ONE, TEXAS, N.A., as Lender

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

                                 Lease Financing
                         for Eagle USA Airfreight, Inc.
                          Corporate Real Estate Program


================================================================================
<PAGE>   2
         FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT, MASTER LEASE
                 AND DEVELOPMENT AGREEMENT, AND LOAN AGREEMENT

            THIS FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT. MASTER LEASE
AND DEVELOPMENT AGREEMENT AND LOAN AGREEMENT (this "Amendment"), dated as of
April 3, 1998, is among ASSET XVI HOLDINGS COMPANY, a Massachusetts limited
liability company, as Lessor, EAGLE USA AIRFREIGHT, INC.., a Texas corporation,
as Lessee, and BANK ONE, TEXAS, N.A., a national banking association, as Lender.
Unless the context shall otherwise require, capitalized terms used and not
defined herein shall have the meanings assigned thereto in Appendix I to that
certain Master Participation Agreement, dated as of April 3, 1998, among the
parties hereto before taking into account the amendments effected herein.

                                  WITNESSETH:

            WHEREAS, pursuant to scrivener's errors, the Scheduled Maturity Date
was erroneously set forth in Appendix I to the Participation Agreement, the
Lease and the Loan Agreement, and the date for the commencement of principal
payments on the Loan did not reflect the parties intention; and

            WHEREAS, the parties hereto wish to reflect the correct Scheduled
Maturity Date and the intention of the parties on the dates for the commencement
of principal payments under the Loan Agreement.

            NOW, THEREFORE, in consideration of the mutual agreements contained
in this Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    SECTION 1
                           DEFINITIONS; INTERPRETATION

            Appendix I of the Participation Agreement, the Lease and the Loan
Agreement is hereby amended by deleting the definition of the term listed in
Exhibit A attached hereto and inserting in lieu thereof the definition therefor
contained in said Exhibit A.

                                    SECTION 2
                          SCHEDULED PRINCIPAL PAYMENTS

            The Loan Agreement is hereby amended by deleting the second sentence
of section 2.3 thereof and inserting in lieu thereof the following: "The Lessor
shall make payments on account of each such Parcel Tranche beginning on the
first Loan Payment Date which is 18 months after the related Parcel Closing
Date."

<PAGE>   3

                                    SECTION 3
                                  MISCELLANEOUS

            SECTION 3.1 Ratification of Operative Documents. Except as modified
and amended hereby, each of the Participation Agreement, the Lease, the Loan
Agreement and the other Operative Documents shall each remain unmodified and in
full force and effect. The parties shall cause to be prepared an Amendment to
Mortgage, both of which shall be recorded in the land records of East Granby,
Connecticut to reflect the corrections herein made.

            SECTION 3.2 Counterparts. This Amendment may be executed in any
number of counterparts as may be convenient or necessary, and it shall not be
necessary that the signatures of all parties hereto or thereto be contained on
any one counterpart hereof or thereof. Additionally, the parties hereto agree
that for purposes of facilitating the execution of this Amendment, (a) the
signature pages taken from the separate individually executed counterparts of
this Amendment may be combined to form multiple fully executed counterparts and
(b) a facsimile transmission shall be deemed to be an original signature for all
purposes. All executed counterparts of this Amendment shall be deemed to be
originals, but all such counterparts taken together or collectively, as the case
may be, shall constitute one and the same agreement.

            SECTION 3.3 Effective Date. The effective date of this Amendment
shall be April 3, 1998, such that the provisions hereby amended shall be deemed
to have never been in full force and effect.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -2-
<PAGE>   4
            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the day and year
first above written.

                                   EAGLE USA AIRFREIGHT, INC., as Lessee
Witnesses:

                                   By:
----------------------------          -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
----------------------------             --------------------------------------

                                   ASSET XVI HOLDINGS COMPANY, L.L.C., as
                                   Lessor

                                   By    Asset Holdings Corporation I, a
                                         Delaware corporation, its managing
                                         member

                                         By:
----------------------------                -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
----------------------------                    -------------------------------

                                   BANK ONE, TEXAS, N.A., as Lender

                                   By:
----------------------------          -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
----------------------------             --------------------------------------



                                      -3-
<PAGE>   5
                                    EXHIBIT A
                                       TO
               FIRST AMENDMENT TO MASTER PARTICIPATION AGREEMENT,
            MASTER LEASE AND DEVELOPMENT AGREEMENT AND LOAN AGREEMENT

                               AMENDED DEFINITIONS


            "Scheduled Termination Date" means May 1, 2003.


                                      A-1
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</DOCUMENT>
