UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 24, 2011
 UTi Worldwide Inc.
  British Virgin Islands

000-31869

N/A(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)
 9 Columbus Centre, Pelican Drive
Road Town, TortolaBritish Virgin Islandsc/o UTi, Services, Inc.100 Oceangate, Suite 1500Long Beach, CA

90802 USA(Address of principal executive offices)

(Zip Code)
 562.552.9400
 N/A
 (Former name or former address, if changed since last report.)
  o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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UTi Worldwide Inc.
 Current Report on Form 8-K
June 24, 2011
 Item 1.01. Entry into a Material Agreement.
  Senior Notes




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Letter of Credit and Credit Facilities




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Item 1.02
    
    Termination of a Material Definitive Agreement.
   Item 2.03
    
    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.




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Item 9.01.
    
    Financial Statements and Exhibits
 Exhibits
 Exhibit
    
    Description10.1
    
    
    Note Purchase Agreement, dated as of June 24, 2011, by and among
UTi Worldwide Inc. and certain of its subsidiaries party thereto
and the purchasers party thereto10.2
    
    

Amended
and Restated Letter of Credit and Cash Draw Agreement,
dated as of June 24, 2011, by and among UTi Worldwide Inc. and
certain of its subsidiaries party thereto and Nedbank Limited,
acting through its London Branch10.3
    
    

Amended
and Restated Letter of Credit Agreement, dated as of June 24, 2011,
by and among UTi Worldwide Inc. and certain of its subsidiaries
party thereto and the Royal Bank of Scotland N.V.10.4
    
    
    Credit Agreement, dated as of June 24, 2011, by and among UTi
Worldwide Inc. and certain of its subsidiaries party thereto and
Bank of the West




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SIGNATURE
  UTi Worldwide Inc.Date: June 29, 2011
    By:
    /s/ Lance E. DAmicoLance E. D'AmicoSenior Vice President, Enterprise
Support Services & General Counsel




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Exhibit Index
 Exhibit
    
    Description10.1
    
    
    Note Purchase Agreement, dated as of June 24, 2011, by and among
UTi Worldwide Inc. and certain of its subsidiaries party thereto
and the purchasers party thereto10.2
    
    

Amended
and Restated Letter of Credit and Cash Draw Agreement,
dated as of June 24, 2011, by and among UTi Worldwide Inc. and
certain of its subsidiaries party thereto and Nedbank Limited,
acting through its London Branch10.3
    
    

Amended
and Restated Letter of Credit Agreement, dated as of June 24, 2011,
by and among UTi Worldwide Inc. and certain of its subsidiaries
party thereto and the Royal Bank of Scotland N.V.10.4
    
    
    Credit Agreement, dated as of June 24, 2011, by and among UTi
Worldwide Inc. and certain of its subsidiaries party thereto and
Bank of the West