<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                               UTi WORLDWIDE INC.

            U.S.$200,000,000 6.31% SENIOR UNSECURED GUARANTEED NOTES
                                DUE JULY 13, 2011

                                   ----------

                             NOTE PURCHASE AGREEMENT

                                   ----------

                               Dated July 13, 2006

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                   HEADING                           PAGE
-------                                   -------                           ----
<S>               <C>                                                       <C>
SECTION 1. AUTHORIZATION OF NOTES........................................     1
   Section 1.1.   Authorization of Notes.................................     1
   Section 1.2.   Guarantee Agreement....................................     1

SECTION 2. SALE AND PURCHASE OF NOTES....................................     1

SECTION 3. CLOSING.......................................................     2

SECTION 4. CONDITIONS TO CLOSING.........................................     2
   Section 4.1.   Representations and Warranties.........................     2
   Section 4.2.   Performance; No Default................................     2
   Section 4.3.   Compliance Certificates................................     2
   Section 4.4.   Opinions of Counsel....................................     3
   Section 4.5.   Purchase Permitted By Applicable Law, Etc..............     3
   Section 4.6.   Sale of Other Notes....................................     4
   Section 4.7.   Payment of Special Counsel Fees........................     4
   Section 4.8.   Private Placement Number...............................     4
   Section 4.9.   Changes in Corporate Structure.........................     4
   Section 4.10.  Acceptance of Appointment to Receive Service of
                  Process................................................     4
   Section 4.11.  Funding Instructions...................................     4
   Section 4.12.  Proceedings and Documents..............................     4
   Section 4.13.  Subsidiary Guarantee Agreement.........................     4
   Section 4.14.  Miscellaneous Conditions...............................     4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS................     5
   Section 5.1.   Organization; Power and Authority......................     5
   Section 5.2.   Authorization, Etc.....................................     5
   Section 5.3.   Disclosure.............................................     5
   Section 5.4.   Organization and Ownership of Shares of Subsidiaries;
                  Affiliates.............................................     6
   Section 5.5.   Financial Statements; Material Liabilities.............     7
   Section 5.6.   Compliance with Laws, Other Instruments, Etc...........     7
   Section 5.7.   Governmental Authorizations, Etc.......................     7
   Section 5.8.   Litigation; Observance of Agreements, Statutes and
                  Orders.................................................     8
   Section 5.9.   Taxes..................................................     8
   Section 5.10.  Title to Property; Leases..............................     9
   Section 5.11.  Licenses, Permits, Etc.................................     9
   Section 5.12.  Compliance with ERISA; Non-U.S. Plans..................     9
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>               <C>                                                       <C>
   Section 5.13.  Private Offering by the Company........................    10
   Section 5.14.  Use of Proceeds; Margin Regulations....................    10
   Section 5.15.  Existing Indebtedness; Future Liens....................    11
   Section 5.16.  Foreign Assets Control Regulations, Etc................    12
   Section 5.17.  Status under Certain Statutes..........................    12
   Section 5.18.  Environmental Matters..................................    12
   Section 5.19.  Ranking of Obligations.................................    13
   Section 5.20.  Obligor Group..........................................    13
   Section 5.21.  CASS Reserve...........................................    13
   Section 5.22.  Labor Matters..........................................    13
   Section 5.23.  Insolvency.............................................    13
   Section 5.24.  Taiwan Guarantor.......................................    13
   Section 5.25.  Lake States Trucking...................................    14

SECTION 6. REPRESENTATIONS OF THE PURCHASER..............................    14
   Section 6.1.   Purchase for Investment................................    14
   Section 6.2.   Source of Funds........................................    14
   Section 6.3.   Accredited Investor....................................    15

SECTION 7. INFORMATION AS TO COMPANY.....................................    16
   Section 7.1.   Financial and Business Information.....................    16
   Section 7.2.   Officer's Certificate..................................    19
   Section 7.3.   Visitation.............................................    20
   Section 7.4.   Limitation on Disclosure Obligation....................    20

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES...........................    21
   Section 8.1.   Required Prepayments...................................    21
   Section 8.2.   Optional Prepayments with Make-Whole Amount............    21
   Section 8.3.   Prepayment for Tax Reasons.............................    21
   Section 8.4.   Prepayment of Notes upon Change of Control.............    23
   Section 8.5.   Allocation of Partial Prepayments......................    24
   Section 8.6.   Maturity; Surrender, Etc...............................    24
   Section 8.7.   Purchase of Notes......................................    24
   Section 8.8.   Make-Whole Amount and Modified Make-Whole Amount.......    24
   Section 8.9.   Prepayment in Connection with Sales of Assets..........    26

SECTION 9. AFFIRMATIVE COVENANTS.........................................    26
   Section 9.1.   Compliance with Law....................................    26
   Section 9.2.   Insurance..............................................    27
   Section 9.3.   Maintenance of Properties..............................    27
   Section 9.4.   Payment of Taxes and Claims............................    27
   Section 9.5.   Corporate Existence, Etc...............................    27
   Section 9.6.   Books and Records......................................    28
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>               <C>                                                       <C>
   Section 9.7.   Priority of Obligations................................    28
   Section 9.8.   Minimum Interest Charge Coverage.......................    28
   Section 9.9.   Dividend Capture from South Africa.....................    28
   Section 9.10.  Additional Obligors and Collateral.....................    28
   Section 9.11.  Release of Subsidiary Guarantors.......................    29
   Section 9.12.  Guarantor Cover Ratio..................................    29
   Section 9.13.  Group Structure........................................    30
   Section 9.14.  CASS Agreement.........................................    30

SECTION 10. NEGATIVE COVENANTS...........................................    30
   Section 10.1.  Transactions with Affiliates...........................    30
   Section 10.2.  Consolidated Net Worth.................................    31
   Section 10.3.  Consolidated Total Debt Coverage.......................    31
   Section 10.4.  Priority Debt..........................................    31
   Section 10.5.  Liens..................................................    31
   Section 10.6.  Subsidiary Indebtedness................................    33
   Section 10.7.  Merger, Consolidation, Etc.............................    34
   Section 10.8.  Sale of Assets.........................................    35
   Section 10.9.  Line of Business.......................................    36
   Section 10.10. Terrorism Sanctions Regulations........................    36
   Section 10.11. Subsidiaries in South Africa...........................    36
   Section 10.12. South African Subordination Agreement and Cession in
                  Security Agreement.....................................    36
   Section 10.13. Capital Leases.........................................    36
   Section 10.14. Lake States Trucking...................................    37
   Section 10.15. UTi Spain S.L..........................................    37
   Section 10.16. Discharge of Pledge....................................    37
   Section 10.17. Hong Kong opinion......................................    37

SECTION 11. EVENTS OF DEFAULT............................................    37

SECTION 12. REMEDIES ON DEFAULT, ETC.....................................    40
   Section 12.1.  Acceleration...........................................    40
   Section 12.2.  Other Remedies.........................................    41
   Section 12.3.  Rescission.............................................    41
   Section 12.4.  No Waivers or Election of Remedies, Expenses, Etc......    41

SECTION 13. TAX INDEMNIFICATION..........................................    42

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES................    45
   Section 14.1.  Registration of Notes..................................    45
   Section 14.2.  Transfer and Exchange of Notes.........................    45
   Section 14.3.  Replacement of Notes...................................    45
   Section 14.4.  Representations of Transferee..........................    46
</TABLE>


                                      -iii-

<PAGE>

<TABLE>
<S>               <C>                                                       <C>
SECTION 15. PAYMENTS ON NOTES............................................    46
   Section 15.1.  Place of Payment.......................................    46
   Section 15.2.  Home Office Payment....................................    46

SECTION 16. EXPENSES, ETC................................................    47
   Section 16.1.  Transaction Expenses...................................    47
   Section 16.2.  Certain Taxes..........................................    47
   Section 16.3.  Survival...............................................    47

SECTION 17.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..    48

SECTION 18. AMENDMENT AND WAIVER.........................................    48
   Section 18.1.  Requirements...........................................    48
   Section 18.2.  Solicitation of Holders of Notes.......................    48
   Section 18.3.  Binding Effect, Etc....................................    49
   Section 18.4.  Notes Held by Obligors, Etc............................    49

SECTION 19. NOTICES; ENGLISH LANGUAGE....................................    49

SECTION 20. REPRODUCTION OF DOCUMENTS....................................    50

SECTION 21. CONFIDENTIAL INFORMATION.....................................    50

SECTION 22. SUBSTITUTION OF PURCHASER....................................    51

SECTION 23. SUBSIDIARY GUARANTEE AGREEMENT...............................    52
   Section 23.1.  Guarantee and Indemnity................................    52
   Section 23.2.  Continuing Guarantee...................................    52
   Section 23.3.  Reinstatement..........................................    52
   Section 23.4.  Waiver of Defenses.....................................    53
   Section 23.5.  Immediate Recourse.....................................    54
   Section 23.6.  Appropriations.........................................    54
   Section 23.7.  Non-competition........................................    54
   Section 23.8.  Release of Subsidiary Guarantors' Right of
                  Contribution...........................................    55
   Section 23.9.  Releases...............................................    55
   Section 23.10. Marshaling.............................................    56
   Section 23.11. Liability..............................................    57
   Section 23.12. Character of Obligation................................    57
   Section 23.13. Election to Perform Obligations........................    58
   Section 23.14. No Election............................................    58
   Section 23.15. Severability...........................................    58
</TABLE>


                                      -iv-

<PAGE>

<TABLE>
<S>               <C>                                                       <C>
   Section 23.16. Other Enforcement Rights...............................    59
   Section 23.17. Restoration of Rights and Remedies.....................    59
   Section 23.18. Survival...............................................    59
   Section 23.19. Miscellaneous..........................................    59
   Section 23.20. Limitation.............................................    60
   Section 23.21. Written Notice.........................................    60
   Section 23.22. Unenforceability of Obligations........................    60
   Section 23.23. Contribution...........................................    60
   Section 23.24. Additional Security....................................    61
   Section 23.25. Limitations - England..................................    61
   Section 23.26. Limitations - Spain....................................    61
   Section 23.27. Limitations - Hong Kong................................    61
   Section 23.28. Limitations - Germany..................................    61
   Section 23.29. Limitations - the Netherlands..........................    63
   Section 23.30. Limitations - France...................................    63
   Section 23.31. U.S. Guarantors........................................    63
   Section 23.32. Limitation on Pyramid Freight..........................    64

SECTION 24. MISCELLANEOUS................................................    65
   Section 24.1.  Successors and Assigns.................................    65
   Section 24.2.  Payments Due on Non-Business Days......................    65
   Section 24.3.  Accounting Terms.......................................    65
   Section 24.4.  Severability...........................................    65
   Section 24.5.  Construction, Etc......................................    65
   Section 24.6.  Counterparts...........................................    65
   Section 24.7.  Governing Law..........................................    66
   Section 24.8.  Jurisdiction and Process; Waiver of Jury Trial.........    66
   Section 24.9.  Obligation to Make Payment in Dollars..................    67
</TABLE>


                                       -v-

<PAGE>

SCHEDULE A              -- Information Relating to Purchasers

SCHEDULE B              -- Defined Terms

EXHIBIT 1               -- Form of 6.31% Senior Unsecured Guaranteed Note due
                              July 13, 2011

EXHIBIT 4.4(a)(i),
   (ii), (iii) and (iv) -- Form of Opinion of U.S. Special Counsel to the
                              Obligors

EXHIBIT 4.4(a)(v),
   and (vi)             -- Form of Opinion of British Virgin Islands Special
                              Counsel

EXHIBIT 4.4(a)(vii)     -- Form of Opinion of Australian Special Counsel

EXHIBIT 4.4(a)(viii),
   and (ix)             -- Form of Opinion of Canadian Special Counsel

EXHIBIT 4.4(a)(x)       -- Form of Opinion of French Special Counsel

EXHIBIT 4.4(a)(xi)      -- Form of Opinion of German Special Counsel

EXHIBIT 4.4(a)(xii)     -- Form of Opinion of Hong Kong Special Counsel

EXHIBIT 4.4(a)(xiii)    -- Form of Opinion of Dutch Special Counsel

EXHIBIT 4.4(a)(xiv)     -- Form of Opinion of Netherlands Antilles Special
                              Counsel

EXHIBIT 4.4(a)(xv)      -- Form of Opinion of Spanish Special Counsel

EXHIBIT 4.4(a)(xvi)     -- Form of Opinion of Taiwan Special Counsel

EXHIBIT 4.4(a)(xvii)    -- Form of Opinion of English Special Counsel

EXHIBIT 4.4(b)          -- Form of Opinion of Special Counsel to the Purchasers

EXHIBIT 9.10            -- Form of Joinder Agreement

EXHIBIT 14.4            -- Certificate of Transferee

SCHEDULE 5.3            -- Disclosure Materials

SCHEDULE 5.4            -- Subsidiaries of the Company and Ownership of
                              Subsidiary Stock

SCHEDULE 5.5            -- Financial Statements


                                      -vi-

<PAGE>

SCHEDULE 5.7            -- Governmental Authorizations

SCHEDULE 5.8            -- Litigation

SCHEDULE 5.9            -- Liability for Taxes

SCHEDULE 5.15           -- Existing Indebtedness and Liens

SCHEDULE 5.22           -- Collective Bargaining Agreements


                                      -vii-
<PAGE>

                               UTi WORLDWIDE INC.
                             C/O UTi, SERVICES, INC.
                           19500 RANCHO WAY, SUITE 116
                         RANCHO DOMINGUEZ, CA 90220 USA
                                  310.604.3311

            U.S.$200,000,000 6.31% SENIOR UNSECURED GUARANTEED NOTES
                                DUE JULY 13, 2011

                                                                   July 13, 2006

To Each of the Purchasers Listed in Schedule A Hereto:

Ladies and Gentlemen:

     UTi Worldwide Inc., an international business company incorporated under
the laws of the British Virgin Islands with IBC No. 141257 (the "Company") and
each of the Subsidiary Guarantors jointly and severally agree with each of the
purchasers whose names appear at the end hereof (each a "Purchaser" and
collectively the "Purchasers") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

     Section 1.1. Authorization of Notes. The Company will authorize the issue
and sale of U.S.$200,000,000 aggregate principal amount of its 6.31% Senior
Unsecured Guaranteed Notes due July 13, 2011 (the "Notes," such term to include
any such notes issued in substitution therefor pursuant to Section 14). The
Notes shall be substantially in the form set out in Exhibit 1. Certain
capitalized and other terms used in this Agreement are defined in Schedule B;
and references to a "Schedule" or an "Exhibit" are, unless otherwise specified,
to a Schedule or an Exhibit attached to this Agreement.

     Section 1.2. Subsidiary Guarantee Agreement. The payment and performance of
all obligations of the Company hereunder and under the other Financing
Agreements, including, without limitation, the payment of the principal of,
interest on, and Make-Whole Amount and Modified Make-Whole Amount, if any, with
respect to the Notes and all other amounts owing hereunder are fully and
unconditionally guaranteed by the Subsidiary Guarantors as provided in the
Subsidiary Guarantee Agreement set forth in Section 23.

SECTION 2. SALE AND PURCHASE OF NOTES.

     Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes in the principal amount
specified opposite such Purchaser's name in Schedule A at the purchase price of
100% of the principal amount thereof. The Purchasers' obligations hereunder are
several and not joint obligations and no Purchaser shall have any
<PAGE>

liability to any Person for the performance or non-performance of any obligation
by any other Purchaser hereunder.

SECTION 3. CLOSING.

     The sale and purchase of the Notes to be purchased by each Purchaser shall
occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the "Closing") on
July 13, 2006 or on such other Business Day thereafter on or prior to July 14,
2006 as may be agreed upon by the Company and the Purchasers. At the Closing the
Company will deliver to each Purchaser the Notes to be purchased by such
Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least U.S.$100,000 as such Purchaser may request) dated the
date of the Closing and registered in such Purchaser's name (or in the name of
its nominee), against delivery by such Purchaser to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 5801004309 at LaSalle Bank, NA, 540 W. Madison, Chicago, IL
60661, ABA # 071000505, Credit Account Name: UTi (US) Logistics Holdings Inc
Credit Account. If at the Closing the Company shall fail to tender such Notes to
any Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to such Purchaser's
satisfaction, such Purchaser shall, at its election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights such
Purchaser may have by reason of such failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

     Each Purchaser's obligation to purchase and pay for the Notes to be sold to
such Purchaser at the Closing is subject to the fulfillment to such Purchaser's
satisfaction, prior to or at the Closing, of the following conditions:

     Section 4.1. Representations and Warranties. The representations and
warranties of the Obligors in the Financing Agreements to which they are a party
shall be correct in all material respects when made and at the time of the
Closing.

     Section 4.2. Performance; No Default. The Obligors shall have performed and
complied in all material respects with all agreements and conditions contained
in this Agreement and the other Financing Agreements to which they are a party
required to be performed or complied with by each of them prior to or at the
Closing and after giving effect to the issue and sale of the Notes (and the
application of the proceeds thereof as contemplated by Section 5.14) no Default
or Event of Default shall have occurred and be continuing. No Obligor nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Section 10 had such Section
applied since such date.

     Section 4.3. Compliance Certificates.

     (a) Officer's Certificate. Each Obligor shall have delivered to such
Purchaser an Officer's Certificate (or a certificate from a person authorized by
the board of directors (or


                                       -2-

<PAGE>

equivalent governing body) of the Obligor to sign documents on behalf of the
Obligor in connection with this Agreement), dated the date of the Closing,
certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

     (b) Secretary's or Director's Certificate. Each Obligor shall have
delivered to such Purchaser a certificate of its Secretary or an Assistant
Secretary or a Director (or another appropriate person authorized by the board
of directors (or equivalent governing body) of the Obligor to sign documents on
behalf of the Obligor in connection with this Agreement), dated the date of the
Closing, certifying as to the resolutions attached thereto and other corporate
proceedings relating to the authorization, execution and delivery of the
Financing Agreements to which it is a party.

     Section 4.4. Opinions of Counsel. Such Purchaser shall have received
opinions in form and substance reasonably satisfactory to such Purchaser, dated
the date of the Closing (a) from (i) Paul, Hastings, Janofsky & Walker LLP, U.S.
counsel for the Obligors, (ii) Tonkon Torp LLP, Oregon, counsel for the
Obligors, (iii) Dibble Law Offices, South Carolina counsel for the Obligors,
(iv) Poore, Roth & Robinson, P.C., Montana counsel for the Obligors, (v) Harney
Westwood & Riegels, British Virgin Islands counsel for the Obligors, (vi)
Walkers, British Virgin Islands counsel, (vii) Allens Arthur Robinson,
Australian counsel, (viii) Torys LLP, Ontario, Canadian counsel, (ix) Patterson
Palmer, New Brunswick, Canadian counsel, (x) Allen & Overy LLP, French counsel,
(xi) Allen & Overy LLP, German counsel, (xii) Allen & Overy, Hong Kong counsel,
(xiii) Allen & Overy LLP, Dutch counsel, (xiv) Allen & Overy LLP, Netherlands
Antilles counsel, (xv) Allen & Overy, Spanish counsel, (xvi) Russin & Vecchi
L.L.P., Taiwan counsel, (xvii) Allen & Overy LLP, English counsel, substantially
in the respective forms set forth in Exhibits 4.4(a)(i) through 4.4(a)(xvii) and
covering such other matters incident to the transactions contemplated hereby as
such Purchaser or its counsel may reasonably request (and the Obligors hereby
instruct their counsel to deliver such opinions to the Purchasers) and (b) from
(i) Chapman and Cutler LLP, the Purchasers' special counsel in connection with
such transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as such Purchaser may
reasonably request.

     Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the
Closing such Purchaser's purchase of Notes shall (a) be permitted by the laws
and regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by such Purchaser, such Purchaser shall have received an Officer's
Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.


                                       -3-

<PAGE>

     Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the
Company shall sell to each other Purchaser and each other Purchaser shall
purchase the Notes to be purchased by it at the Closing as specified in Schedule
A.

     Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 16.1, the Company shall have paid on or before the Closing
the fees, charges and disbursements of the Purchasers' special counsel referred
to in Section 4.4 to the extent reflected in a statement of such counsel
rendered to the Company at least one Business Day prior to the Closing.

     Section 4.8. Private Placement Number. A Private Placement Number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

     Section 4.9. Changes in Corporate Structure. No Obligor shall have changed
its jurisdiction of incorporation or organization, as applicable, or been a
party to any merger or consolidation or succeeded to all or any substantial part
of the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.

     Section 4.10. Acceptance of Appointment to Receive Service of Process. Such
Purchaser shall have received evidence of the acceptance by Corporation Service
Company of the appointment and designation provided for by Section 24.8(e) for
the period from the date of the Closing to July 13, 2012 (and the payment in
full of all fees in respect thereof).

     Section 4.11. Funding Instructions. At least three Business Days prior to
the date of the Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer on letterhead of the Company confirming the
information specified in Section 3 including (a) the name and address of the
transferee bank, (b) such transferee bank's ABA number and (c) the account name
and number into which the purchase price for the Notes is to be deposited.

     Section 4.12. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by the Financing
Agreements and all documents and instruments incident to such transactions shall
be reasonably satisfactory to such Purchaser and its special counsel, and such
Purchaser and its special counsel in their reasonable discretion shall have
received all such counterpart originals or certified or other copies of such
documents as such Purchaser or such special counsel may reasonably request.

     Section 4.13. Subsidiary Guarantee Agreement. Each Subsidiary Guarantor
shall have executed and delivered (and each Purchaser shall have received an
original copy thereof) the Subsidiary Guarantee Agreement, and the Subsidiary
Guarantee Agreement shall be in full force and effect.

     Section 4.14. Miscellaneous Conditions. (a) The Company shall provide
evidence to the Purchasers that any Lien other than those permitted under
Section 10.5 have been released.


                                       -4-

<PAGE>

     (b) The Company shall provide evidence that the existing subordination
agreements between Nedbank Limited and Pyramid Freight BVI have been terminated.

     (c) The Company shall provide evidence that the Cession in Security
Agreement is duly entered into by the parties to it and shall provide a copy of
the notices and acknowledgements required to be sent under the Cession in
Security Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

     Each Obligor, jointly and severally, represents and warrants to each
Purchaser that:

     Section 5.1. Organization; Power and Authority. Each Obligor is a
corporation or other legal entity duly incorporated or organized, validly
existing and, where legally applicable, in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation or
other legal entity, where applicable, and, where legally applicable, is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each Obligor has the corporate or
other power and authority to own or hold under lease the properties it purports
to own or hold under lease, to transact the business it transacts and proposes
to transact, to execute and deliver the Financing Agreements to which it is a
party and to perform the provisions hereof and thereof.

     Section 5.2. Authorization, Etc. The Financing Agreements to which each
Obligor is a party have been duly authorized by all necessary corporate or other
entity action on the part of each Obligor, and each Financing Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of each Obligor party thereto enforceable
against such Obligor in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

     Section 5.3. Disclosure. The Obligors, through their agent, LaSalle Debt
Capital Markets, have delivered to each Purchaser a copy of a Private Placement
Memorandum, dated May, 2006 (the "Memorandum"), relating to the transactions
contemplated hereby. The Memorandum fairly describes, in all material respects,
the general nature of the business and principal properties of the Obligors and
their Subsidiaries. This Agreement, the Memorandum and the documents,
certificates or other writings delivered to the Purchasers by or on behalf of
the Obligors in connection with the transactions contemplated hereby and
identified in Schedule 5.3, and the financial statements listed in Schedule 5.5
(this Agreement, the Memorandum and such documents, certificates or other
writings and financial statements delivered to each Purchaser prior to May 23,
2006 being referred to, collectively, as the "Disclosure Documents"), taken as a
whole, do not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made. Except as disclosed in
the Disclosure


                                       -5-

<PAGE>

Documents, since January 31, 2006 there has been no change in the financial
condition, operations, business or properties of any Obligor, or any Subsidiary
except changes that individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect. There is no fact known to any
Obligor that would reasonably be expected to have a Material Adverse Effect that
has not been set forth herein or in the Disclosure Documents.

     Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of each Obligor's Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, and
the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by each Obligor and each other Subsidiary and
whether such Subsidiary will on the date of the Closing be a Subsidiary
Guarantor, (ii) of each Obligor's Affiliates, other than Subsidiaries, and (iii)
of each Obligor's directors and senior officers.

     (b) All of the outstanding or issued shares of capital stock, shares or
similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned
by each Obligor and its Subsidiaries have been validly issued, are fully paid
and nonassessable and are owned by each Obligor or another Subsidiary free and
clear of any Lien (except as otherwise disclosed in Schedule 5.4).

     (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other
legal entity duly incorporated or organized, validly existing and, where legally
applicable, in good standing under the laws of its jurisdiction of incorporation
or organization, and is duly qualified as a foreign corporation, where
applicable, or other legal entity and, where legally applicable, is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each such Subsidiary has the
corporate or other power and authority to own or hold under lease the properties
it purports to own or hold under lease and to transact the business it transacts
and proposes to transact.

     (d) No Subsidiary is a party to, or otherwise subject to any legal,
regulatory, contractual or other restriction (other than the Financing
Agreements, the agreements listed on Schedule 5.4 and customary limitations
imposed by corporate law or similar statutes) restricting the ability of such
Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to any Obligor or any of its Subsidiaries that owns
outstanding or issued shares of capital stock, shares or similar equity
interests of such Subsidiary.

     (e) A group structure chart included in Schedule 5.4 shows all members of
the Group (and all Joint Ventures and minority interests held by any member of
the Group).

     (f) 100% of the issued share capital of each Obligor is directly or
indirectly wholly owned by the Company (other than Ambassador Brokerage
Limited).

     (g) 60% or more of the issued share capital of Ambassador Brokerage Limited
is directly or indirectly owned by the Company.


                                       -6-

<PAGE>

     (h) In the case of the Company and each borrower or guarantor under the
South African Facility, the group structure chart in Schedule 5.4 shows the
shareholders of and their percentage shareholdings in each obligor under the
South African Facility and the shareholders of or partners in such entities.

     Section 5.5. Financial Statements; Material Liabilities. (a) The Obligors
have delivered to each Purchaser copies of the consolidated financial statements
of the Company and, where available, the unconsolidated financial statements of
each of the Subsidiary Guarantors, each as listed on Schedule 5.5. Subject to
Section 5.5(b), all of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of the Obligors and their Subsidiaries as of the
respective dates specified in such Schedule and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with applicable generally accepted accounting
principles (which shall be GAAP in the case of the Company) consistently applied
throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments). The Obligors and their Subsidiaries do not have any Material
liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.

          (b) In respect of the financial statements listed in Schedule 5.5, it
is possible that the Company will be required to revise its accounting treatment
in the manner and to the extent set out in Schedule 5.5.

     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by each Obligor of the Financing Agreements to which it
is a party will not (a) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter, memorandum and
articles of association, regulations or by-laws, or any other agreement or
instrument to which any Obligor or any Subsidiary is bound or by which any
Obligor or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to any Obligor or any
Subsidiary, except for such conflicts or breaches that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect or
(c) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to any Obligor or any Subsidiary, in each
case, except for such contraventions, breaches, defaults, Liens, conflicts and
violations that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     Section 5.7. Governmental Authorizations, Etc. Except as disclosed in
Schedule 5.7, no consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority is required in connection with
the execution, delivery or performance by any Obligor of the Financing
Agreements to which it is a party, including, without limitation, any thereof
required in connection with the obtaining of Dollars to make payments under any
Financing Agreement and the payment of such Dollars to Persons resident in the
United States of


                                       -7-

<PAGE>

America, except for the filing a notice on Form D with the SEC. Except as
disclosed in Schedule 5.7, it is not necessary to ensure the legality, validity,
enforceability or admissibility into evidence in the Applicable Jurisdiction of
any Financing Agreement that any thereof or any other document be filed,
recorded or enrolled with any Governmental Authority, or that any such agreement
or document be stamped with any stamp, registration or similar transaction tax.

     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a)
Except as set forth in Schedule 5.8, there are no actions, suits, investigations
or proceedings pending or, to the knowledge of any Obligor, threatened against
or affecting any Obligor or any Subsidiary or any property of any Obligor or any
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.

     (b) No Obligor nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including, without limitation, Environmental Laws or the USA Patriot
Act) of any Governmental Authority, which default or violation, individually or
in the aggregate, would reasonably be expected to have a Material Adverse
Effect.

     Section 5.9. Taxes. The Obligor and their Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which such Obligor or a Subsidiary,
as the case may be, has established adequate reserves in accordance with
applicable generally accepted accounting principles (which shall be GAAP in the
case of the Company). No Obligor knows of any basis for any other tax or
assessment that would reasonably be expected to have a Material Adverse Effect.
The charges, accruals and reserves on the books of each Obligor and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate.

     No liability for any Tax, directly or indirectly, imposed, assessed, levied
or collected by or for the account of any Governmental Authority of any
Applicable Jurisdiction or any political subdivision thereof will be incurred by
any Obligor or any holder of a Note as a result of the execution or delivery of
the Financing Agreements and, except as specified in Schedule 5.9, no deduction
or withholding in respect of Taxes imposed by or for the account of any
Applicable Jurisdiction or, to the knowledge of any Obligor, any other Taxing
Jurisdiction, is required to be made from any payment by any Obligor under the
Financing Agreements except for any such liability, withholding or deduction
imposed, assessed, levied or collected by or for the account of any such
Governmental Authority of any Applicable Jurisdiction arising out of
circumstances described in clause (a), (b) or (c) of Section 13.


                                       -8-

<PAGE>

     Section 5.10. Title to Property; Leases. Each Obligor and its Subsidiaries
have good and sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by any Obligor or any Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by this Agreement. All leases that
individually or in the aggregate are Material are valid and subsisting and are
in full force and effect in all material respects.

     Section 5.11. Licenses, Permits, Etc. (a) Each Obligor and its Subsidiaries
own or possess all licenses, permits, franchises, authorizations, patents,
copyrights, proprietary software, service marks, trademarks and trade names, or
rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others.

     (b) To the knowledge of each Obligor, no product of such Obligor or any of
its Subsidiaries infringes in any material respect any license, permit,
franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned by any other Person.

     (c) To the knowledge of each Obligor, there is no Material violation by any
Person of any right of such Obligor or any of its Subsidiaries with respect to
any patent, copyright, proprietary software, service mark, trademark, trade name
or other right owned or used by such Obligor or any of its Subsidiaries.

     Section 5.12. Compliance with ERISA; Non-U.S. Plans. (a) Each Obligor and
each ERISA Affiliate have operated and administered each Plan in compliance with
all applicable laws except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to result in a Material Adverse
Effect. No Obligor nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and no
event, transaction or condition has occurred or exists that, in either case,
would reasonably be expected to result in the incurrence of any such liability
by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any
of the rights, properties or assets of any Obligor or any ERISA Affiliate, in
either case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to section 401(a)(29) or 412 of the Code, other than such
liabilities or Liens as would not be individually or in the aggregate Material.

     (b) The present value of the aggregate benefit liabilities under each of
the Plans (other than Multiemployer Plans), determined as of the end of such
Plan's most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan's most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities. The present value of the accrued benefit
liabilities (whether or not vested) under each Non-U.S. Plan that is funded,
determined as of the end of each Obligor's most recently ended fiscal year on
the basis of reasonable actuarial assumptions, did not exceed the current value
of the assets of such Non-U.S. Plan allocable to such benefit liabilities by
more than U.S.$10,000,000 (or its equivalent in any other currency) and the
aggregate amount of such excess benefit liabilities for all such Non-U.S. Plans
did not exceed


                                       -9-

<PAGE>

U.S.$10,000,000 (or its equivalent in any other currency). The term "benefit
liabilities" has the meaning specified in section 4001 of ERISA and the terms
"current value" and "present value" have the meaning specified in section 3 of
ERISA.

     (c) Each Obligor and its ERISA Affiliates have not incurred (i) withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material or (ii) any obligation in
connection with the termination of or withdrawal from any Non-U.S. Plan.

     (d) The expected postretirement benefit obligation (determined as of the
last day of each Obligor's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of each Obligor and its Subsidiaries is not Material.

     (e) The execution and delivery of the Financing Agreements and the issuance
and sale of the Notes hereunder will not involve any non-exempt transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with
which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.
The representation by each Obligor to each Purchaser in the first sentence of
this Section 5.12(e) is made in reliance upon and subject to the accuracy of
such Purchaser's representation in Section 6.2 as to the sources of the funds
used to pay the purchase price of the Notes to be purchased by such Purchaser.

     (f) All Non-U.S. Plans have been established, operated, administered and
maintained in compliance with all laws, regulations and orders applicable
thereto, except where failure so to comply would not be reasonably expected to
have a Material Adverse Effect. All premiums, contributions and any other
amounts required by applicable Non-U.S. Plan documents or applicable laws to be
paid or accrued by each Obligor and its Subsidiaries have been paid or accrued
as required, except where failure so to pay or accrue would not be reasonably
expected to have a Material Adverse Effect.

     Section 5.13. Private Offering by the Company. No Obligor nor anyone acting
on its behalf has offered the Notes, the Subsidiary Guarantee Agreement or any
similar securities for sale to, or solicited any offer to buy any of the same
from, or otherwise approached or negotiated in respect thereof with, any person
other than the Purchasers and not more than thirty-seven (37) other
Institutional Investors, each of which has been offered the Notes at a private
sale for investment. No Obligor nor anyone acting on its behalf has taken, or
will take, any action that would subject the issuance or sale of the Notes or
the Subsidiary Guarantee Agreement to the registration requirements of Section 5
of the Securities Act or to the registration requirements of any securities or
blue sky laws of any applicable jurisdiction.

     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes as set forth in "The Offering--Use of
Proceeds" section of the Memorandum. The application of such proceeds will not
result in a violation of any financial assistance laws under any Applicable
Jurisdiction. No part of the proceeds from the sale of the Notes hereunder will
be used, directly or indirectly, for the purpose of buying or carrying any


                                      -10-

<PAGE>

margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve any Obligor in
a violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin
stock does not constitute more than 1.0% of the value of the consolidated assets
of any Obligor and its Subsidiaries and no Obligor has any present intention
that margin stock will constitute more than 1.0% of the value of such assets. As
used in this Section, the terms "margin stock" and "purpose of buying or
carrying" shall have the meanings assigned to them in said Regulation U.

     Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the
Obligors and their Subsidiaries other than certain items of Indebtedness which
individually are not in excess of U.S.$5,000,000 (or its equivalent in any other
currency) and in the aggregate are not in excess of U.S.$20,000,000 (or its
equivalent in any other currency), each as of April 30, 2006 (including a
description of the obligors and obligees, principal amount outstanding and
collateral therefor, if any, and the Guaranty thereof, if any) since which date
there has been no Material change in the amounts, interest rates, sinking funds,
installment payments or maturities of the Indebtedness of such Obligors or their
Subsidiaries, other than a U.S.$150,000,000 senior secured six-month term credit
facility and additional Indebtedness outstanding as a result of the Company's
acquisition of Market Industries, Ltd and its subsidiaries which is to be repaid
concurrently with the Closing and amounts related to permitted earnout
arrangements specified in Schedule 5.15 ("Permitted Earnout Arrangements"). No
Obligor nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
any Obligor or such Subsidiary and no event or condition exists with respect to
any Indebtedness of any Obligor or any Subsidiary that would permit (or that
with notice or the lapse of time, or both, would permit) one or more Persons to
cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment, except for such defaults (other
than payment defaults), events or conditions in a single credit facility in an
amount less than U.S.$5,000,000 (or its equivalent in any other currency) or
under multiple credit facilities which in the aggregate are less than
U.S.$20,000,000 (or its equivalent in any other currency) that would not,
individually or in the aggregate, have a Material Adverse Effect.

     (b) No Obligor nor any Subsidiary has agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any of
its property, whether now owned or hereafter acquired, to be subject to a Lien
not permitted by Section 10.5.

     (c) No Obligor nor any Subsidiary is a party to, or otherwise subject to
any provision contained in, any instrument evidencing Indebtedness of such
Obligor or such Subsidiary, any agreement relating thereto or any other
agreement (including, but not limited to, its charter, memorandum and articles
of association or other organizational document) other than the Credit Agreement
which limits the amount of, or otherwise imposes restrictions on the incurring
of, Indebtedness of such Obligor.


                                      -11-

<PAGE>

     Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale
of the Notes by the Company hereunder nor the guarantee hereof by the Subsidiary
Guarantors hereunder nor their use of the proceeds thereof will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.

     (b) No Obligor nor any Subsidiary (i) is a Person described or designated
in the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii)
engages in any dealings or transactions with any such Person. Each Obligor and
its Subsidiaries are in compliance, in all material respects, with the USA
Patriot Act.

     (c) No part of the proceeds from the sale of the Notes hereunder will be
used, directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Obligors.

     Section 5.17. Status under Certain Statutes. No Obligor nor any Subsidiary
is subject to regulation under the Investment Company Act of 1940, as amended,
the Public Utility Holding Company Act of 2005, as amended, the ICC Termination
Act of 1995, as amended, or the Federal Power Act, as amended.

     Section 5.18. Environmental Matters. (a) No Obligor nor any Subsidiary has
knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against any Obligor or any of
its Subsidiaries or any of their respective real properties now or formerly
owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case,
such as would not reasonably be expected to result in a Material Adverse Effect.

     (b) No Obligor nor any Subsidiary has knowledge of any facts which would
give rise to any claim, public or private, of violation of Environmental Laws or
damage to the environment emanating from, occurring on or in any way related to
real properties now or formerly owned, leased or operated by any of them or to
other assets or their use, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.

     (c) No Obligor nor any Subsidiary has stored any Hazardous Materials on
real properties now or formerly owned, leased or operated by any of them and has
not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that would reasonably be expected
to result in a Material Adverse Effect; and

     (d) All buildings on all real properties now owned, leased or operated by
any Obligor or any Subsidiary are in compliance with applicable Environmental
Laws, except where failure to comply would not reasonably be expected to result
in a Material Adverse Effect.


                                      -12-

<PAGE>

     Section 5.19. Ranking of Obligations. The Company's payment obligations
under the Notes when issued and the payment obligations of the Subsidiary
Guarantors under the Subsidiary Guarantee Agreement rank at least pari passu,
without preference or priority, with all other unsecured and unsubordinated
Indebtedness of such Obligor, as the case may be, except for obligations
mandatorily preferred by law applying to companies generally.

     Section 5.20. Obligor Group. Each Subsidiary of the Company which is a
borrower or guarantor under the Credit Agreement as of the date hereof is a
Subsidiary Guarantor hereunder.

     Section 5.21. CASS Reserve. Each member of the Group, that is a party to
the CASS Agreement, has timely paid all accounts payable due and owing to CASS
in accordance with the terms and provisions of the CASS Agreement, except any
such accounts payable which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with
generally accepted accounting principles in the jurisdiction of incorporation of
that member of the Group shall have been set aside on its books and records.

     Section 5.22. Labor Matters. (a) No member of the Group is subject to any
collective bargaining or similar agreement, other than those companies set out
in Schedule 5.22 (Collective Bargaining Agreements).

     (b) There are no existing or threatened strikes, slowdowns, lockouts or
other similar labor disputes involving any member of the Group that singly or in
the aggregate have or are reasonably likely to have a Material Adverse Effect.

     (c) Hours worked by and payment made to employees of each member of the
Group are not in violation of the United States Fair Labor Standards Act of 1938
(if applicable) or any other applicable law, rule or regulation dealing with
such matters, except to the extent such violations would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

     Section 5.23. Insolvency. As at the date of this Agreement:

          (a) no member of the Group is unable, or is deemed to be unable for
     the purposes of any applicable law, or admits or has admitted its
     inability, to pay its debts as and when they fall due or has suspended, or
     announced an intention to suspend, making payments on any of its debts;

          (b) no member of the Group, by reason of actual or anticipated
     financial difficulties has begun negotiations with one or more of its
     creditors with a view to rescheduling or restructuring any of its
     Indebtedness; and

          (c) no moratorium has been declared in respect of any Indebtedness of
     any member of the Group.

     Section 5.24. Taiwan Guarantor. The shares of the Taiwan Guarantor have not
been publicly issued and the Taiwan Guarantor has not adopted internal guarantee
rules.


                                      -13-

<PAGE>

     Section 5.25. Lake States Trucking. Lake State Trucking, Inc. is a holding
company and it does not carry out any business or hold any assets other than (i)
the ownership of the shares in Sammons Transportation, Inc., (ii) no more than
90 tractors and 150 trailers and incurring obligations under lease purchase
agreements in respect of those tractors and trailers, and (iii) incurring
Indebtedness under the Financing Agreements and Credit Agreement.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

     Section 6.1. Purchase for Investment. Each Purchaser severally represents
that it is purchasing the Notes for its own account or for one or more separate
accounts maintained by such Purchaser or for the account of one or more pension
or trust funds and not with a view to the distribution thereof, provided that
the disposition of such Purchaser's or their property shall at all times be
within such Purchaser's or their control. Each Purchaser understands that the
Notes and the Subsidiary Guarantee Agreement have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Obligors are not required to register the Notes or
the Subsidiary Guarantee Agreement.

     Section 6.2. Source of Funds. Each Purchaser severally represents that at
least one of the following statements is an accurate representation as to each
source of funds (a "Source") to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by it hereunder:

          (a) the Source is an "insurance company general account" (as the term
     is defined in the United States Department of Labor's Prohibited
     Transaction Exemption ("PTE") 95-60) in respect of which the reserves and
     liabilities (as defined by the annual statement for life insurance
     companies approved by the National Association of Insurance Commissioners
     (the "NAIC Annual Statement")) for the general account contract(s) held by
     or on behalf of any employee benefit plan together with the amount of the
     reserves and liabilities for the general account contract(s) held by or on
     behalf of any other employee benefit plans maintained by the same employer
     (or affiliate thereof as defined in PTE 95-60) or by the same employee
     organization in the general account do not exceed 10% of the total reserves
     and liabilities of the general account (exclusive of separate account
     liabilities) plus surplus as set forth in the NAIC Annual Statement filed
     with such Purchaser's state of domicile; or

          (b) the Source is an insurance company separate account that is
     maintained solely in connection with such Purchaser's fixed contractual
     obligations under which the amounts payable, or credited, to any employee
     benefit plan (or its related trust) that has any interest in such separate
     account (or to any participant or beneficiary of such plan (including any
     annuitant)) are not affected in any manner by the investment performance of
     the separate account; or

          (c) the Source is either (i) an insurance company pooled separate
     account, within the meaning of PTE 90-1 or (ii) a bank collective
     investment fund, within the


                                      -14-

<PAGE>

     meaning of the PTE 91-38 and no employee benefit plan or group of plans
     maintained by the same employer or employee organization beneficially owns
     more than 10% of all assets allocated to such pooled separate account or
     collective investment fund; or

          (d) the Source constitutes assets of an "investment fund" (within the
     meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a
     "qualified professional asset manager" or "QPAM" (within the meaning of
     Part V of the QPAM Exemption), no employee benefit plan's assets that are
     included in such investment fund, when combined with the assets of all
     other employee benefit plans established or maintained by the same employer
     or by an affiliate (within the meaning of Section V(c)(1) of the QPAM
     Exemption) of such employer or by the same employee organization and
     managed by such QPAM, exceed 20% of the total client assets managed by such
     QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
     satisfied, as of the last day of its most recent calendar quarter the QPAM
     does not own a 10% or more interest in the Company and no person
     controlling or controlled by the QPAM (applying the definition of "control"
     in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the
     Company and (i) the identity of such QPAM and (ii) the names of all
     employee benefit plans whose assets are included in such investment fund
     have been disclosed to the Company in writing pursuant to this clause (d);
     or

          (e) the Source constitutes assets of a "plan(s)" (within the meaning
     of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house
     asset manager" or "INHAM" (within the meaning of Part IV of the INHAM
     exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption
     are satisfied, neither the INHAM nor a person controlling or controlled by
     the INHAM (applying the definition of "control" in Section IV(d) of the
     INHAM Exemption) owns a 5% or more interest in the Company and (i) the
     identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
     whose assets constitute the Source have been disclosed to the Company in
     writing pursuant to this clause (e); or

          (f) the Source is a governmental plan; or

          (g) the Source does not include assets of any employee benefit plan,
     other than a plan exempt from the coverage of Title 1 of ERISA.

As used in this Section 6.2, the terms "employee benefit plan," "governmental
plan," and "separate account" shall have the respective meanings assigned to
such terms in section 3 of ERISA.

     Section 6.3. Accredited Investor. Each Purchaser severally represents that
it is and at all times relevant to the offer to sell the Notes was an
"accredited investor" as defined in Rule 501 promulgated under the Securities
Act.


                                      -15-

<PAGE>

SECTION 7. INFORMATION AS TO COMPANY.

     Section 7.1. Financial and Business Information. The Company shall deliver
to each holder of Notes that is an Institutional Investor (and for purposes of
this Agreement the information required by this Section 7.1 shall be deemed
delivered on the date of delivery of such information in the English language or
the date of delivery of an English translation thereof):

          (a) Quarterly Statements -- promptly after the same are available and
     in any event within 45 days (or such shorter period as is 15 days greater
     than the period applicable to the filing of the Company's Quarterly Report
     on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the
     Company is subject to the filing requirements thereof) after the end of
     each quarterly fiscal period in each fiscal year of the Company (other than
     the last quarterly fiscal period of each such fiscal year), duplicate
     copies of

               (i) consolidated balance sheets of the Company and its
          Subsidiaries as at the end of such quarter, and

               (ii) consolidated statements of income, changes in shareholders'
          equity and cash flows of the Company and its Subsidiaries, for such
          quarter and (in the case of the second and third quarters) for the
          portion of the fiscal year ending with such quarter,

     setting forth in each case in comparative form the figures for the
     corresponding period in the previous fiscal year, all in reasonable detail,
     prepared in accordance with GAAP applicable to quarterly financial
     statements generally, and certified by a Senior Financial Officer as fairly
     presenting, in all material respects, the financial position of the
     companies being reported on and their results of operations and cash flows,
     subject to changes resulting from year-end adjustments; provided that
     delivery within the time period specified above of copies of the Company's
     Form 10-Q prepared in compliance with the requirements therefor and filed
     with the SEC shall be deemed to satisfy the requirements of this Section
     7.1(a) as they pertain to consolidated statements;

          (b) Annual Statements -- promptly after the same are available and in
     any event within 90 days (or such shorter period as is 15 days greater than
     the period applicable to the filing of the Company's Annual Report on Form
     10-K (the "Form 10-K") with the SEC regardless of whether the Company is
     subject to the filing requirements thereof) after the end of each fiscal
     year of the Company, duplicate copies of

               (i) consolidated balance sheets of the Company and its
          Subsidiaries as at the end of such year, and

               (ii) consolidated statements of income, changes in shareholders'
          equity and cash flows of the Company and its Subsidiaries for such
          year,


                                      -16-

<PAGE>

     setting forth in each case in comparative form the figures for the previous
     fiscal year, all in reasonable detail, prepared in accordance with GAAP and
     accompanied

               (A) by an opinion thereon of an independent registered public
          accounting firm of recognized international standing, which opinion
          shall state that such financial statements present fairly, in all
          material respects, the financial position of the Company and its
          results of operations and cash flows in conformity with GAAP, and that
          the audit of such registered public accounting firm was performed in
          accordance with the standards of the Public Accounting Oversight Board
          (United States), and that such audit provides a reasonable basis for
          such opinion in the circumstances, and

               (B) a report of such registered public accounting firm
          accountants stating that they have reviewed this Agreement and stating
          further whether, in connection with their audit, they have become
          aware of any condition or event that then constitutes a Default or
          Event of Default or that caused them to believe the Company failed to
          comply with the terms, conditions, provisions or conditions of
          Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as
          far as they related to financial and accounting matters, and if they
          are aware that any such condition or event then exists, specifying the
          nature and period of the existence thereof (it being understood that
          such accountants shall not be liable to any Purchaser, directly or
          indirectly, for any failure to obtain knowledge of any Default or
          Event of Default); and

     provided that the delivery within the time period specified above of the
     Company's Form 10-K for such fiscal year (together with the Company's
     annual report to shareholders, if any, prepared pursuant to Rule 14a-3
     under the Exchange Act) prepared in accordance with the requirements
     therefor and filed with the SEC, together with the accountants' report
     described in clause (B) above, shall be deemed to satisfy the requirements
     of this Section 7.1(b);

          (c) SEC and Other Reports -- promptly upon their becoming available,
     one copy of (i) each financial statement, report, circular, notice or proxy
     statement or similar document (including any form of compliance certificate
     related to the Credit Agreement and any consolidation working papers) sent
     by any Obligor or any Subsidiary to its principal lending banks as a whole
     (excluding information sent to such banks in the ordinary course of
     administration of a bank facility, such as information relating to pricing
     and borrowing availability) or to its public securities holders generally,
     and (ii) each regular or periodic report, each registration statement
     (without exhibits except as expressly requested by such holder), and each
     prospectus and all amendments thereto filed by any Obligor or any
     Subsidiary with the SEC or any similar Governmental Authority or securities
     exchange and of all press releases and other statements made available
     generally by any Obligor or any Subsidiary to the public concerning
     developments that are Material; provided that the Company shall be deemed
     to have made deliveries required under this Section 7.1(c)(ii) if it shall
     have timely made such documents available on "EDGAR" and on its home page
     on the worldwide web (at the


                                      -17-

<PAGE>

     date of this Agreement located at http//www.go2uti.com) and shall have
     given each holder of Notes notice of its availability on EDGAR and on its
     home page in connection with each delivery promptly after such documents
     become available on EDGAR;

          (d) Notice of Default or Event of Default or Litigation or Arbitration
     -- (i) promptly and in any event within five Business Days after a
     Responsible Officer becomes aware of the existence of any Default or Event
     of Default or that any Person has given any notice or taken any action with
     respect to a claimed default hereunder or that any Person has given any
     notice or taken any action with respect to a claimed default of the type
     referred to in Section 11(f), a written notice specifying the nature and
     period of existence thereof and what action the Obligors are taking or
     propose to take with respect thereto; and,

          (ii) promptly and in any event within five Business Days after a
     Responsible Officer becomes aware of any current, threatened or pending
     litigation, arbitration or administrative proceedings which has or would,
     if adversely determined, have a Material Adverse Effect, provided written
     notice specifying the details of such litigation, arbitration or
     administrative proceeding.

          (e) Employee Benefit Matters -- promptly and in any event within five
     Business Days after a Responsible Officer becoming aware of any of the
     following, a written notice setting forth the nature thereof and the
     action, if any, that any Obligor or an ERISA Affiliate proposes to take
     with respect thereto:

               (i) with respect to any Plan, any reportable event, as defined in
          section 4043(b) of ERISA and the regulations thereunder, for which
          notice thereof has not been waived pursuant to such regulations as in
          effect on the date hereof; or

               (ii) the taking by the PBGC of steps to institute, or the
          threatening by the PBGC of the institution of, proceedings under
          section 4042 of ERISA for the termination of, or the appointment of a
          trustee to administer, any Plan, or the receipt by any Obligor or any
          ERISA Affiliate of a notice from a Multiemployer Plan that such action
          has been taken by the PBGC with respect to such Multiemployer Plan; or

               (iii) any event, transaction or condition that could result in
          the incurrence of any liability by any Obligor or any ERISA Affiliate
          pursuant to Title I or IV of ERISA or the penalty or excise tax
          provisions of the Code relating to employee benefit plans, or in the
          imposition of any Lien on any of the rights, properties or assets of
          any Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA
          or such penalty or excise tax provisions, if such liability or Lien,
          taken together with any other such liabilities or Liens then existing,
          would reasonably be expected to have a Material Adverse Effect; or


                                      -18-

<PAGE>

               (iv) receipt of notice of the imposition of a Material financial
          penalty (which for this purpose shall mean any tax, penalty or other
          liability, whether by way of indemnity or otherwise) with respect to
          one or more Non-U.S. Plans;

          (f) Notices from Governmental Authority -- promptly, and in any event
     within 30 days of receipt thereof, copies of any notice to any Obligor or
     any Subsidiary from any Governmental Authority relating to any order,
     ruling, statute or other law or regulation that would reasonably be
     expected to have a Material Adverse Effect;

          (g) Requested Information -- with reasonable promptness, such other
     data and information relating to the business, operations, affairs,
     financial condition, assets or properties of any Obligor or any of its
     Subsidiaries (including, but without limitation, actual copies of the
     Company's Form 10-Q and Form 10-K) or relating to the ability of any
     Obligor to perform its obligations hereunder and under the Notes as from
     time to time may be reasonably requested by any such holder of Notes,
     including information readily available to any Obligor explaining such
     Obligor's financial statements if such information has been requested by
     the SVO in order to assign or maintain a designation of the Notes;

          (h) Quarterly Consolidating Working Papers -- Within 45 days after the
     end of each quarterly fiscal period in each fiscal year of the Company
     (other than the last quarterly fiscal period of each such fiscal year which
     shall be within 90 days after the end of such fiscal year), copies of
     unaudited consolidating working papers for each Subsidiary Guarantor
     providing the information necessary to determine the Obligors' ability to
     comply with Section 9.12 hereof.

     Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
shall be accompanied by a certificate of a Senior Financial Officer setting
forth:

          (a) Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the Company was in
     compliance with the requirements of Section 9.8, Section 9.10, Section 9.12
     and Sections 10.2 through 10.9, inclusive, during the quarterly or annual
     period covered by the statements then being furnished (including with
     respect to each such Section, where applicable, the calculations of the
     maximum or minimum amount, ratio or percentage, as the case may be,
     permissible under the terms of such Sections, and the calculation of the
     amount, ratio or percentage then in existence); and

          (b) Event of Default -- a statement that such Senior Financial Officer
     has reviewed the relevant terms hereof and has made, or caused to be made,
     under his or her supervision, a review of the transactions and conditions
     of any Obligor and its Subsidiaries from the beginning of the quarterly or
     annual period covered by the statements then being furnished to the date of
     the certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that constitutes a Default or
     an Event of Default or, if any such condition or event existed or


                                      -19-

<PAGE>

     exists (including, without limitation, any such event or condition
     resulting from the failure of any Obligor or any Subsidiary to comply with
     any Environmental Law), specifying the nature and period of existence
     thereof and what action the Obligors shall have taken or proposes to take
     with respect thereto.

     Section 7.3. Visitation. The Obligors shall permit the representatives of
each holder of Notes that is an Institutional Investor:

          (a) No Default -- if no Default or Event of Default then exists, at
     the expense of such holder and upon reasonable prior notice to the
     Obligors, to visit the principal executive office of the Obligors, to
     discuss the affairs, finances and accounts of the Obligors and their
     Subsidiaries with any Obligor's officers, and (with the consent of the
     Obligors, which consent will not be unreasonably withheld) their
     independent public accountants, and (with the consent of the Obligors,
     which consent will not be unreasonably withheld) to visit the other offices
     and properties of any Obligor and each Subsidiary, all at such reasonable
     times and as often as may be reasonably requested in writing; and

          (b) Default -- if a Default or Event of Default then exists, at the
     expense of the Obligors to visit and inspect any of the offices or
     properties of any Obligor or any Subsidiary, to examine all their
     respective books of account, records, reports and other papers, to make
     copies and extracts therefrom, and to discuss their respective affairs,
     finances and accounts with their respective officers and independent public
     accountants (and by this provision the Obligors authorize said accountants
     to discuss the affairs, finances and accounts of the Obligors and their
     Subsidiaries), all at such times and as often as may be requested.

     Section 7.4. Limitation on Disclosure Obligation. The Obligors shall not be
required to disclose the following information pursuant to Section 7.1(g) or
7.3:

          (a) information that the Obligors determine after consultation with
     counsel qualified to advise on such matters that, notwithstanding the
     confidentiality requirements of Section 21, it would be prohibited from
     disclosing by applicable law or regulations without making public
     disclosure thereof; or

          (b) information that, notwithstanding the confidentiality requirements
     of Section 21, the Obligors are prohibited from disclosing by the terms of
     an obligation of confidentiality contained in any agreement with any
     non-Affiliate binding upon the Obligors and not entered into in
     contemplation of this clause (b), provided that the Obligors shall use
     commercially reasonable efforts to obtain consent from the party in whose
     favor the obligation of confidentiality was made to permit the disclosure
     of the relevant information and provided further that the Obligors have
     received a written opinion of counsel confirming that disclosure of such
     information without consent from such other contractual party would
     constitute a breach of such agreement.


                                      -20-
<PAGE>

Promptly after a request therefor from any holder of Notes that is an
Institutional Investor, the Obligors will provide such holder with a written
opinion of counsel (which may be addressed to the Obligors) relied upon as to
any requested information that the Obligors are prohibited from disclosing to
such holder under circumstances described in this Section 7.4.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

     Section 8.1. Required Prepayments. On January 13, 2009 and on each January
13th and each July 13th thereafter to and including January 13, 2011, the
Company will prepay U.S.$33,333,000 principal amount (or such lesser principal
amount as shall then be outstanding) of the Notes at par and without payment of
the Make-Whole Amount or any premium, provided that upon any partial prepayment
of the Notes pursuant to Sections 8.2, 8.3, 8.4 or 8.9, the principal amount of
each required prepayment of the Notes becoming due under this Section 8.1 on and
after the date of such prepayment shall be reduced in the same proportion as the
aggregate unpaid principal amount of the Notes is reduced as a result of such
prepayment.

     Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may,
at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 5% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, and the
Make-Whole Amount determined for the prepayment date with respect to such
principal amount. The Company will give each holder of Notes written notice of
each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date fixed for such prepayment. Each such notice
shall specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section
8.5), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to such prepayment, the Company shall deliver to each holder of Notes
a certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date. In the event the Company
shall incorrectly compute the Make-Whole Amount payable in connection with any
Note to be prepaid pursuant to this Section 8.2, the holder of such Note shall
not be bound by such incorrect computation, but instead, shall be entitled to
receive an amount equal to the correct Make-Whole Amount, if any, computed in
compliance with the terms of this Agreement.

     Section 8.3. Prepayment for Tax Reasons. If at any time as a result of a
Change in Tax Law (as defined below) the Company is or becomes obligated to make
any Additional Payments (as defined below) in respect of any payment of interest
on account of any of the Notes in an aggregate amount for all affected Notes
equal to 5% or more of the aggregate amount of such interest payment on account
of all of the Notes, the Company may give the holders of all affected Notes
irrevocable written notice (each, a "Tax Prepayment Notice") of the prepayment
of such affected Notes on a specified prepayment date (which shall be a Business
Day not less than 30 days nor more than 60 days after the date of such notice)
and the circumstances giving rise to the


                                      -21-

<PAGE>

obligation of the Company to make any Additional Payments and the amount thereof
and stating that all of the affected Notes shall be prepaid on the date of such
prepayment at 100% of the principal amount so prepaid together with interest
accrued thereon to the date of such prepayment plus an amount equal to the
Modified Make-Whole Amount for each such Note, except in the case of an affected
Note if the holder of such Note shall, by written notice given to the Company no
more than 20 days after receipt of the Tax Prepayment Notice, reject such
prepayment of such Note (each, a "Rejection Notice"). Such Tax Prepayment Notice
shall be accompanied by a certificate of a Senior Financial Officer as to the
estimated Modified Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the details of such computation. The form of Rejection Notice
shall also accompany the Tax Prepayment Notice and shall state with respect to
each Note covered thereby that execution and delivery thereof by the holder of
such Note shall operate as a permanent waiver of such holder's right to receive
the Additional Payments arising as a result of the circumstances described in
the Tax Prepayment Notice in respect of all future payments of interest on such
Note (but not of such holder's right to receive any Additional Payments that
arise out of circumstances not described in the Tax Prepayment Notice or which
exceed the amount of the Additional Payment described in the Tax Prepayment
Notice), which waiver shall be binding upon all subsequent transferees of such
Note. The Tax Prepayment Notice having been given as aforesaid to each holder of
the affected Notes, the principal amount of such Notes together with interest
accrued thereon to the date of such prepayment plus the Modified Make-Whole
Amount shall become due and payable on such prepayment date, except in the case
of Notes the holders of which shall timely give a Rejection Notice as aforesaid.
Two Business Days prior to such prepayment, the Company shall deliver to each
holder of a Note being so prepaid a certificate of a Senior Financial Officer
specifying the calculation of such Modified Make-Whole Amount as of such
prepayment date. In the event the Company shall incorrectly compute the Modified
Make-Whole Amount payable in connection with any Note to be prepaid pursuant to
this Section 8.3, the holder of such Note shall not be bound by such incorrect
computation, but instead, shall be entitled to receive an amount equal to the
correct Modified Make-Whole Amount, if any, computed in compliance with the
terms of this Agreement.

     No prepayment of the Notes pursuant to this Section 8.3 shall affect the
obligation of the Company to pay Additional Payments in respect of any payment
made on or prior to the date of such prepayment. For purposes of this Section
8.3, any holder of more than one affected Note may act separately with respect
to each affected Note so held (with the effect that a holder of more than one
affected Note may accept such offer with respect to one or more affected Notes
so held and reject such offer with respect to one or more other affected Notes
so held).

     The Company may not offer to prepay or prepay Notes pursuant to this
Section 8.3 (a) if a Default or Event of Default then exists, (b) until the
Company shall have taken commercially reasonable steps to mitigate the
requirement to make the related Additional Payments or (c) if the obligation to
make such Additional Payments directly results or resulted from actions taken by
the Company or any Subsidiary (other than actions required to be taken under
applicable law), and any Tax Prepayment Notice given pursuant to this Section
8.3 shall certify to the foregoing and describe such mitigation steps, if any.


                                      -22-

<PAGE>

     For purposes of this Section 8.3: "Additional Payments" means additional
amounts required to be paid to a holder of any Note pursuant to Section 13 by
reason of a Change in Tax Law; and a "Change in Tax Law" means (individually or
collectively with one or more prior changes) (i) an amendment to, or change in,
any law, treaty, rule or regulation of any Applicable Jurisdiction after the
date of the Closing, or an amendment to, or change in, an official
interpretation or application of such law, treaty, rule or regulation after the
date of the Closing, which amendment or change is in force and continuing and
meets the opinion and certification requirements described below or (ii) in the
case of any other jurisdiction that becomes a Taxing Jurisdiction after the date
of the Closing, an amendment to, or change in, any law, treaty, rule or
regulation of such jurisdiction, or an amendment to, or change in, an official
interpretation or application of such law, treaty, rule or regulation, in any
case after such jurisdiction shall have become a Taxing Jurisdiction, which
amendment or change is in force and continuing and meets such opinion and
certification requirements. No such amendment or change shall constitute a
Change in Tax Law unless the same would in the opinion of the Company (which
shall be evidenced by an Officer's Certificate of the Company and supported by a
written opinion of counsel having recognized expertise in the field of taxation
in the Taxing Jurisdiction, both of which shall be delivered to all holders of
the Notes prior to or concurrently with the Tax Prepayment Notice in respect of
such Change in Tax Law) affect the deduction or require the withholding of any
Tax imposed by such Taxing Jurisdiction on any payment payable on the Notes.

     Section 8.4. Prepayment of Notes upon Change of Control.

     (a) Condition to Company Action. Within fifteen (15) Business Days after a
Responsible Officer has knowledge of a Change of Control, the Company shall have
given to each holder of Notes written notice containing and constituting an
offer to prepay Notes as described in subparagraph (b) of this Section 8.4,
accompanied by the certificate described in subparagraph (e) of this Section
8.4.

     (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraph (a) of this Section 8.4 shall be an offer to prepay, in accordance
with and subject to this Section 8.4, all, but not less than all, the Notes held
by each holder (in this case only, "holder" in respect of any Note registered in
the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on the date specified in such offer (the "Proposed Prepayment
Date") that is not less than 30 days and not more than 60 days after the date of
such offer (if the Proposed Prepayment Date shall not be specified in such
offer, the Proposed Prepayment Date shall be the first Business Day which is at
least 45 days after the date of such offer).

     (c) Acceptance; Rejection. A holder of Notes may accept the offer to prepay
made pursuant to this Section 8.4 by causing a notice of such acceptance to be
delivered to the Company at least 15 days prior to the Proposed Prepayment Date.
A failure by a holder of Notes to respond to an offer to prepay made pursuant to
this Section 8.4 shall be deemed to constitute a rejection of such offer by such
holder.

     (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
Section 8.4 shall be at 100% of the principal amount of such Notes, together
with interest on such Notes


                                      -23-

<PAGE>

accrued to the date of prepayment, but without Make-Whole Amount. The prepayment
shall be made on the Proposed Prepayment Date.

     (e) Officer's Certificate. Each offer to prepay the Notes pursuant to this
Section 8.4 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
Section 8.4; (iii) the principal amount of each Note offered to be prepaid; (iv)
the interest that would be due on each Note offered to be prepaid, accrued to
the Proposed Prepayment Date; (v) that the conditions of this Section 8.4 have
been fulfilled; and (vi) in reasonable detail, the nature and date or proposed
date of the Change of Control.

     Section 8.5. Allocation of Partial Prepayments. In the case of each partial
prepayment of the Notes pursuant to Sections 8.1 and 8.2, the principal amount
of the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.

     Section 8.6. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount or
Modified Make-Whole Amount, if any. From and after such date, unless the Company
shall fail to pay such principal amount when so due and payable, together with
the interest and Make-Whole Amount or Modified Make-Whole Amount, if any, as
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.

     Section 8.7. Purchase of Notes. The Company will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment or prepayment of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

     Section 8.8. Make-Whole Amount and Modified Make-Whole Amount. The terms
"Make-Whole Amount" and "Modified Make-Whole Amount" means, with respect to any
Note, an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such Note
over the amount of such Called Principal, provided that neither the Make-Whole
Amount nor the Modified Make-Whole Amount may in any event be less than zero.
For the purposes of determining the Make-Whole Amount, the following terms have
the following meanings:

          "Applicable Percentage" In the case of a computation of the Modified
     Make-Whole Amount for purposes of Section 8.3 means 1.00% (100 basis
     points), and in


                                      -24-

<PAGE>

     the case of a computation of the Make-Whole Amount for any other purpose
     means .50% (50 basis points).

          "Called Principal" means, with respect to any Note, the principal of
     such Note that is to be prepaid pursuant to Section 8.2 or 8.3 or has
     become or is declared to be immediately due and payable pursuant to Section
     12.1, as the context requires.

          "Discounted Value" means, with respect to the Called Principal of any
     Note, the amount obtained by discounting all Remaining Scheduled Payments
     with respect to such Called Principal from their respective scheduled due
     dates to the Settlement Date with respect to such Called Principal, in
     accordance with accepted financial practice and at a discount factor
     (applied on the same periodic basis as that on which interest on the Notes
     is payable) equal to the Reinvestment Yield with respect to such Called
     Principal.

          "Reinvestment Yield" means, with respect to the Called Principal of
     any Note, the sum of the (x) Applicable Percentage plus (y) the yield to
     maturity implied by (i) the yields reported as of 10:00 A.M. (New York City
     time) on the second Business Day preceding the Settlement Date with respect
     to such Called Principal, on the display designated as "Page PX1" (or such
     other display as may replace Page PX1 on Bloomberg Financial Markets for
     the most recently issued actively traded on the run U.S. Treasury
     securities having a maturity equal to the Remaining Average Life of such
     Called Principal as of such Settlement Date, or (ii) if such yields are not
     reported as of such time or the yields reported as of such time are not
     ascertainable (including by way of interpolation), the Treasury Constant
     Maturity Series Yields reported, for the latest day for which such yields
     have been so reported as of the second Business Day preceding the
     Settlement Date with respect to such Called Principal, in Federal Reserve
     Statistical Release H.15 (519) (or any comparable successor publication)
     for U.S. Treasury securities having a constant maturity equal to the
     Remaining Average Life of such Called Principal as of such Settlement Date.
     In the case of each determination under clause (i) or clause (ii), as the
     case may be, of the preceding paragraph, such implied yield will be
     determined, if necessary, by (a) converting U.S. Treasury bill quotations
     to bond equivalent yields in accordance with accepted financial practice
     and (b) interpolating linearly between (1) the applicable U.S. Treasury
     security with the maturity closest to and greater than such Remaining
     Average Life and (2) the applicable U.S. Treasury security with the
     maturity closest to and less than such Remaining Average Life. The
     Reinvestment Yield shall be rounded to the number of decimal places as
     appears in the interest rate of the applicable Note.

          "Remaining Average Life" means, with respect to any Called Principal,
     the number of years (calculated to the nearest one-twelfth year) obtained
     by dividing (i) such Called Principal into (ii) the sum of the products
     obtained by multiplying (a) the principal component of each Remaining
     Scheduled Payment with respect to such Called Principal by (b) the number
     of years (calculated to the nearest one-twelfth year) that will elapse
     between the Settlement Date with respect to such Called Principal and the
     scheduled due date of such Remaining Scheduled Payment.


                                      -25-

<PAGE>

          "Remaining Scheduled Payments" means, with respect to the Called
     Principal of any Note, all payments of such Called Principal and interest
     thereon that would be due after the Settlement Date with respect to such
     Called Principal if no payment of such Called Principal were made prior to
     its scheduled due date, provided that if such Settlement Date is not a date
     on which interest payments are due to be made under the terms of the Notes,
     then the amount of the next succeeding scheduled interest payment will be
     reduced by the amount of interest accrued to such Settlement Date and
     required to be paid on such Settlement Date pursuant to Section 8.2, 8.3 or
     12.1.

          "Settlement Date" means, with respect to the Called Principal of any
     Note, the date on which such Called Principal is to be prepaid pursuant to
     Section 8.2 or 8.3 or has become or is declared to be immediately due and
     payable pursuant to Section 12.1, as the context requires.

     Section 8.9. Prepayment in Connection with Sales of Assets. If the Company
makes an offer to prepay the Notes pursuant to Section 10.8, the Company will
give written notice thereof to the holders of all outstanding Notes, which
notice shall (i) refer specifically to this Section 8.9 and describe in
reasonable detail the Disposition giving rise to such offer to prepay the Notes,
(ii) specify the principal amount of each Note being offered to be prepaid which
amount shall be allocated among all of the Notes at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
not theretofore called for prepayment, (iii) specify a date not less than 30
days and not more than 60 days after the date of such notice (the "Disposition
Prepayment Date") and specify the Disposition Response Date (as defined below),
and (iv) offer to prepay on the Disposition Prepayment Date the amount specified
in (ii) above with respect to each Note together with interest accrued thereon
to the Disposition Prepayment Date. Each holder of a Note shall notify the
Company of such holder's acceptance or rejection of such offer by giving written
notice of such acceptance or rejection to the Company (provided, however, that
any holder who fails to so notify the Company shall be deemed to have rejected
such offer) on a date at least 5 days prior to the Disposition Prepayment Date
(such date 5 days prior to the Disposition Prepayment Date being the
"Disposition Response Date"), and the Company shall prepay on the Disposition
Prepayment Date the amount specified in (ii) above with respect to each Note
held by the holders who have accepted such offer in accordance with this Section
8.9.

SECTION 9. AFFIRMATIVE COVENANTS.

     Each Obligor, jointly and severally, covenants that so long as any of the
Notes are outstanding:

     Section 9.1. Compliance with Law. Without limiting Section 10.10, the
Obligors will, and will cause each of their Subsidiaries to, comply with all
laws, ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses,


                                      -26-

<PAGE>

certificates, permits, franchises and other governmental authorizations would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     Section 9.2. Insurance. The Obligors will, and will cause each of their
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

     Section 9.3. Maintenance of Properties. The Obligors will, and will cause
each of their Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried on in
connection therewith may be properly conducted at all times, provided that this
Section shall not prevent the Obligors or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance is
desirable in the conduct of its business and the Obligors have concluded that
such discontinuance would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     Section 9.4. Payment of Taxes and Claims. The Obligors will, and will cause
each of their Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of any Obligor or any
Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax or
assessment or claims if (i) the amount, applicability or validity thereof is
contested by such Obligor or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Obligors or a Subsidiary has established
adequate reserves therefor in accordance with applicable generally accepted
accounting principles (which shall be GAAP in the case of the Company) on the
books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment
of all such taxes, assessments and claims in the aggregate would not reasonably
be expected to have a Material Adverse Effect.

     Section 9.5. Corporate Existence, Etc. Subject to Section 10.7, the
Obligors will at all times preserve and keep in full force and effect their
corporate existence. Subject to Sections 10.7 and 10.8, the Obligors will at all
times preserve and keep in full force and effect the corporate existence of each
of their Subsidiaries (except that (i) Subsidiaries which are not members of the
South African Group may merge into an Obligor and (ii) Subsidiaries which are
members of the South African Group may merge with other members of the South
African Group) and all rights and franchises of the Obligors and their
Subsidiaries unless, in the good faith judgment of the Obligors, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise would not, individually or in the aggregate, have
a Material Adverse Effect.


                                      -27-

<PAGE>

     Section 9.6. Books and Records. The Obligors will, and will cause each of
their Subsidiaries to, maintain proper books of record and account in conformity
with applicable generally accepted accounting principles and all applicable
requirements of any Governmental Authority having legal or regulatory
jurisdiction over such Obligor or such Subsidiary, as the case may be.

     Section 9.7. Priority of Obligations. The Obligors will ensure that their
payment obligations under the Financing Agreements will at all times rank at
least pari passu, without preference or priority, with all other unsecured and
unsubordinated Indebtedness of the Obligors except for obligations mandatorily
preferred by law applying to companies generally. Notwithstanding the foregoing,
at all times, the Company's payment obligations under the Notes and the payment
obligations of the Subsidiary Guarantors under the Subsidiary Guarantee
Agreement will rank at least pari passu, without preference or priority, with
the respective obligations of the Company and the Subsidiary Guarantors under
the Credit Agreement.

     Section 9.8. Minimum Interest Charge Coverage. The Company will ensure that
the ratio of Consolidated EBITDA to Consolidated Interest Payable is not, at the
end of each Measurement Period, less than 3.75 to 1.00.

     Section 9.9. Dividend Capture from South Africa. The Obligors will ensure
that cash Distributions are made to Pyramid Freight BVI in accordance with the
general distribution principles applied by the Company in respect of cash
Distributions made out of South Africa taking into account at any time the
requirements of any applicable South African exchange control regulations, the
local financial needs of the South African Group and any projected financial
requirements of the South African Group.

     Section 9.10. Additional Obligors. (a) The Company will cause any
Subsidiary of the Company, whether now owned or hereafter formed or acquired,
that becomes a borrower, guarantor or other obligor under the Credit Agreement,
substantially concurrently, to become a Subsidiary Guarantor (an "Additional
Guarantor") under the Subsidiary Guarantee Agreement by executing a joinder
agreement to this Agreement in the form set out in Part 1 of Exhibit 9.10 (the
"Joinder Agreement") and in any such event the Company will cause such
Subsidiary to deliver the relevant documents and evidence listed in Part 2 of
Exhibit 9.10.

     (b) As from the date of the Joinder Agreement, the relevant Subsidiary
shall become an Obligor and Subsidiary Guarantor under this Agreement.

     (c) The Company agrees that:

          (i) within 10 days following execution of a Joinder Agreement it will
     provide to each holder an original of that Joinder Agreement (with evidence
     as to payment of any applicable stamp duty or similar tax); and

          (ii) immediately on execution of any such Joinder Agreement it will
     provide to each holder a legal opinion (from legal counsel approved by the
     Required Holders acting reasonably) confirming (1) the due execution and
     delivery of such Joinder


                                      -28-

<PAGE>

     Agreement, and the validity and enforceability of the obligations of the
     relevant Subsidiary Guarantor under such Joinder Agreement and this
     Agreement subject to such exceptions, assumptions and qualifications as are
     substantially similar to those delivered with respect to the obligations of
     the Subsidiary Guarantors as of the date of Closing and (2) such other
     matters as the Required Holders may reasonably request so long as such
     opinions are substantially similar in scope to the opinions delivered in
     connection with the Closing of this Agreement. The Company shall cause such
     additional Subsidiary Guarantor to deliver such other closing showings as
     may be reasonably requested by the Required Holders substantially similar
     in scope to the closing showings delivered by the original Subsidiary
     Guarantors at the Closing.

     Section 9.11. Release of Subsidiary Guarantors. Upon notice by the Company
to each holder of a Note (which notice shall contain a certification by the
Company as to the applicable matters specified below), a Subsidiary shall cease
to be an Obligor under this Agreement if such Subsidiary has been released as a
borrower, guarantor or other obligor under the Credit Agreement (and such
Subsidiary is not then designated as a borrower, guarantor or other obligor
under any other credit facility of the Company or any Subsidiary that provides
for credit in excess of U.S.$5,000,000 (or its equivalent in any other currency)
in the aggregate), provided, that, both immediately before and after giving
effect to any such release (x) no Default or Event of Default shall have
occurred and be continuing and (y) other than the payment of reasonable legal
fees, no consideration was granted to any agent or lender under the Credit
Agreement, directly or indirectly in connection with such release including, but
not limited to, any payment of any fees, any increase in pricing, any additional
Guaranty, any participation in other transactions or any other credit
enhancement or other benefit.

     Section 9.12. Guarantor Cover Ratio. (a) The Company will ensure that:

          (i) the Gross Assets of the Subsidiary Guarantors shall at all times
     constitute 50% or more of the Gross Assets of the Group at that time; and

          (ii) the aggregate contribution of the Subsidiary Guarantors to
     Consolidated EBITDA, shall at all times be at least 45% of Consolidated
     EBITDA.

     (b) For the purpose of paragraph (a) above:

          (i) subject to sub-paragraph (ii) below:

               (A) the contribution of each Subsidiary Guarantor will be
          determined from its financial statements which were delivered to each
          holder pursuant to Section 7.1(h); and

               (B) the financial condition of the Group will be determined from
          the latest consolidated financial statements of the Company;


                                      -29-

<PAGE>

          (ii) if a person becomes a member of the Group after the date on which
     the latest consolidated financial statements of the Company were prepared:

               (A) the contribution of that person will be determined from its
          latest quarterly or annual (as the case may be) financial statements;
          and

               (B) the financial condition of the Group will still be determined
          from the latest consolidated financial statements of the Company but
          will be adjusted by reference to the financial statements referred to
          in paragraph (ii) (A) above to take into account that person becoming
          a member of the Group; and

     (iii) the contribution of a Subsidiary Guarantor will:

               (A) if it has Subsidiaries, be determined from its unconsolidated
          financial statements; and

               (B) exclude intra-group items which would be eliminated in the
          consolidated financial statements of the Company; and

               (C) in the case of Pyramid Freight BVI, Pyramid Freight BVI will
          exclude any amount of Pyramid Freight Debt owing to it and any other
          assets located in South Africa.

     Section 9.13. Group Structure. The Company will maintain its group
structure in accordance with the group structure chart set forth in Schedule
5.4, except for changes which, individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. In no event shall any
Subsidiary incorporated in any country other than South Africa be owned directly
or indirectly by any member of the South African Group.

     Section 9.14. CASS Agreement. (a) The Company will ensure that all amounts
payable under the CASS Agreement are promptly paid when due unless such payment
is being diligently contested in good faith by a member of the Group by
appropriate proceedings and for which adequate reserves in accordance with
generally accepted accounting principles of the relevant member of the Group
have been set aside on its books.

     (b) No member of the Group may amend, modify or waive any of its rights
under the CASS Agreement, except as may be required by CASS.

SECTION 10. NEGATIVE COVENANTS.

     Each Obligor, jointly and severally, covenants that so long as any of the
Notes are outstanding:

     Section 10.1. Transactions with Affiliates. The Obligors will not and will
not permit any Subsidiary to enter into directly or indirectly any transaction
or group of related transactions (including, without limitation, the purchase,
lease, sale or exchange of properties of any kind or


                                      -30-

<PAGE>

the rendering of any service) with any Affiliate (other than the Obligors or
another Subsidiary which is not a member of the South African Group), except in
the ordinary course and pursuant to the reasonable requirements of such
Obligor's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to the Obligors or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

     Section 10.2. Consolidated Net Worth. The Company will ensure that
Consolidated Net Worth is not, as of the end of any fiscal quarter in each
fiscal year beginning with the fiscal quarter ended July 31, 2006, less than
U.S.$586,500,000 (the "Threshold CNW Amount") plus:

          (a) (from and including the last day of the fiscal year of the Company
     ending January 31, 2007) an amount equal to 25% of the annual net earnings
     of the Company in respect of each fiscal year (but, in each case, only if a
     positive number); and

          (b) the aggregate of any amounts by which the Threshold CNW Amount has
     been increased by any additions under paragraph (a) above in previous
     years.

     Section 10.3. Consolidated Total Debt Coverage. The Company will ensure
that the ratio of Consolidated Total Borrowings to Consolidated EBITDA is not,
at the end of each Measurement Period, greater than 3.25 to 1.00.

     Section 10.4. Priority Debt. The Obligors will not, at any time, permit
Priority Debt to exceed 15% of Consolidated Total Capitalization determined as
of the end of the most recently ended fiscal quarter.

     Section 10.5. Liens. The Obligors will not, and will not permit any of
their Subsidiaries to, directly or indirectly create, incur, assume or permit to
exist (upon the happening of a contingency or otherwise) any Lien on or with
respect to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom or assign or otherwise convey any right to receive income
or profits, except:

          (a) any Lien comprising a netting or set-off arrangement entered into
     by a member of the Group in the ordinary course of its banking arrangements
     for the purpose of netting debit and credit balances;

          (b) any Lien arising by operation of law and in the ordinary course of
     business;

          (c) Liens for taxes, assessments or other governmental charges or
     levies which are not yet due and payable or the payment of which is not at
     the time required by Section 9.4;


                                      -31-

<PAGE>

          (d) any Lien listed in column 7 (Security) of Schedule 5.15 provided
     that all Liens listed in Part 2 of Schedule 5.15 are released by no later
     than the date falling 3 months from the date of this Agreement;

          (e) attachments, appeal bonds, judgments and other similar Liens for
     sums not exceeding in aggregate U.S.$5,000,000 (or its equivalent in any
     other currency) arising in connection with any court proceedings, provided
     the execution or other enforcement of such Liens is effectively stayed and
     the claims secured thereby are being actively contested in good faith and
     by appropriate proceedings;

          (f) easements, rights of way, restrictions, minor defects or
     irregularities in title and other similar Liens not interfering in any
     material respect with the ordinary conduct of the business of any member of
     the Group;

          (g) any Lien entered into pursuant to the Financing Agreements;

          (h) any Lien constituted by the Cession in Security Agreement;

          (i) any Lien in favor of CASS arising under the CASS Agreement;

          (j) any Lien under the escrow agreement dated 7 March 2006 by and
     between the Company, Endeavour Capital Fund III, L.P., as representative of
     the shareholders and option holders of Market Industries, Ltd., and U.S.
     Bank National Association, a national banking association;

          (k) any Lien arising as a result of a Capital Lease permitted to exist
     under Section 10.13;

          (l) Liens that constitute purchase money security interests on any
     property securing debt incurred for the purpose of financing all or any
     part of the cost of acquiring such property, provided that any such Lien
     attaches to such property within 60 days of the acquisition thereof and
     attaches solely to the property so acquired;

          (m) Liens securing obligations of a Subsidiary (other than a member of
     the South African Group or Pyramid Freight BVI) to the Company or to
     another Subsidiary (other than a member of the South African Group or
     Pyramid Freight BVI) and Liens securing obligations of a member of the
     South African Group or Pyramid Freight BVI (to the extent that such Liens
     attach only to assets located in South Africa) to another member of the
     South African Group or Pyramid Freight BVI;

          (n) any Lien on an asset, or an asset of any person, acquired by a
     member of the Group after the date of this Agreement but only provided that
     (i) the aggregate amount covered by any such Lien does not exceed
     U.S.$10,000,000 (or its equivalent in any other currency) at any time, (ii)
     such Lien is only in place for the period of six (6) months from the date
     of acquisition and (iii) the principal amount secured by that Lien has not
     been incurred or increased in contemplation of, or since, the acquisition;


                                      -32-

<PAGE>

          (o) if and so long as no Default or Event of Default exists hereunder
     or would result hereunder, including, without limitation, under Section
     10.4, Liens securing Indebtedness of the Company or any Subsidiary in
     addition to those described in clauses (a) through (n) above.

     For the purposes of this Section 10.5, any Person becoming a Subsidiary
after the date of this Agreement shall be deemed to have incurred all of its
then outstanding Liens at the time it becomes a Subsidiary, and any Person
extending, renewing or refunding any Indebtedness secured by any Lien shall be
deemed to have incurred such Lien at the time of such extension, renewal or
refunding.

     Section 10.6. Subsidiary Indebtedness. In addition to and not in limitation
of any other applicable restrictions herein, including Sections 10.3 and 10.4,
the Company will not, at any time, permit any Subsidiary to, directly or
indirectly, create, incur, assume, guarantee, have outstanding, or otherwise
become or remain directly or indirectly liable with respect to, any Indebtedness
other than:

          (a) Indebtedness consisting of direct obligations or Guaranties of the
     Credit Agreement by Subsidiaries of the Company which Subsidiaries also
     guarantee the obligations of the Company under the Financing Agreements;

          (b) any Indebtedness incurred under the Financing Agreements;

          (c) Indebtedness of a Subsidiary outstanding on the date of Closing
     and identified in Section 5.15 provided that such Indebtedness shall not be
     extended, renewed, refinanced or refunded except as otherwise provided in
     subsection (f) below;

          (d) Indebtedness of a Subsidiary (other than a member of the South
     African Group or Pyramid Freight BVI) owed to the Company or a Wholly-Owned
     Subsidiary (other than a member of the South African Group or Pyramid
     Freight BVI);

          (e) Indebtedness incurred under any Capital Lease permitted to exist
     under Section 10.13;

          (f) Refinancing Indebtedness;

          (g) Indebtedness of a Subsidiary outstanding at the time such
     Subsidiary becomes a Subsidiary, provided that (i) such Indebtedness shall
     not have been incurred in contemplation of such Subsidiary becoming a
     Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary,
     no Default or Event of Default shall exist, and provided, further, that
     such Indebtedness shall not be extended, renewed, refinanced or refunded
     except as otherwise provided herein;

          (h) Indebtedness of members of the South African Group owed under the
     South African Facility in an amount not to exceed U.S.$100,000,000 (or its
     equivalent in any other currency) at any time;


                                      -33-

<PAGE>

          (i) Indebtedness under the (i) Permitted Earnout Arrangements and (ii)
     any similar earnout arrangements entered into in the future in an aggregate
     amount of up to U.S.$100,000,000 (or its equivalent in any other currency)
     to the extent such indebtedness remains contingent in accordance with the
     terms of the earnout arrangements;

          (j) any Indebtedness owed by a member of the South African Group to
     another member of the South African Group; and

          (k) Indebtedness of a Subsidiary in addition to that otherwise
     permitted by the foregoing provisions, provided that on the date such
     Subsidiary incurs or otherwise becomes liable with respect to any such
     Indebtedness, and immediately after giving effect to the incurrence
     thereof, no Default or Event of Default exists hereunder, including,
     without limitation, under Section 10.4.

For the purpose of this Section 10.6, any Person becoming a Subsidiary after the
date of the Closing shall be deemed, at the time it becomes such a Subsidiary,
to have incurred all of its then outstanding Indebtedness.

     Notwithstanding the foregoing, (x) the aggregate amount of Indebtedness
incurred or owed by members of the South African Group (and by Pyramid Freight
BVI to the extent that such amount is owed to an entity located in South Africa)
under paragraphs (c), (e), (g), (h) and (i), above (excluding, for the avoidance
of doubt the Pyramid Freight Debt or any amounts owing under the Pyramid Freight
Loan Agreements) shall not at any time exceed South African Rand 1,000,000,000
(or its equivalent) and (y) the aggregate amount of Indebtedness in respect of
which interest or equivalent payments are payable and incurred or owed by
members of the South African Group under paragraphs (c), (e), (g) and (i) above
(excluding, for the avoidance of doubt the Pyramid Freight Debt or any amounts
owing under the Pyramid Freight Loan Agreements ) shall not at any time exceed
South African Rand 650,000,000 (or its equivalent).

     Section 10.7. Merger, Consolidation, Etc. The Company will not consolidate
with or merge with any other Person or convey, transfer or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person unless:

          (a) the successor formed by such consolidation or the survivor of such
     merger or the Person that acquires by conveyance, transfer or lease all or
     substantially all of the assets of the Company as an entirety, as the case
     may be, shall be a solvent corporation organized and existing under the
     laws of the United States or any State thereof (including the District of
     Columbia) or any other Permitted Jurisdiction, and, if the Company is not
     such corporation, (i) such corporation shall have executed and delivered to
     each holder of any Notes its assumption of the due and punctual performance
     and observance of each covenant and condition of this Agreement and the
     Notes and (ii) such corporation shall have caused to be delivered to each
     holder of any Notes an opinion of internationally recognized independent
     counsel, or other independent counsel reasonably satisfactory to the
     Required Holders, to the effect that all agreements or instruments
     effecting such


                                      -34-

<PAGE>

     assumption are enforceable in accordance with their terms and comply with
     the terms hereof; and

          (b) immediately before and immediately after giving effect to such
     transaction, no Default or Event of Default shall have occurred and be
     continuing.

No such conveyance, transfer or lease of substantially all of the assets of the
Company shall have the effect of releasing the Company or any successor
corporation or limited liability company that shall theretofore have become such
in the manner prescribed in this Section 10.7 from its liability under this
Agreement or the Notes.

     Section 10.8. Sale of Assets. Except as permitted by Section 10.7, the
Obligors will not, and will not permit any Subsidiary to, sell, lease, transfer
or otherwise dispose of, including by way of merger (collectively, a
"Disposition"), any assets, including capital stock of Subsidiaries, in one or a
series of transactions, to any Person, other than:

          (a) Dispositions in the ordinary course of business;

          (b) Dispositions by a Subsidiary to the Company or a Wholly-Owned
     Subsidiary which is not a member of the South African Group or Pyramid
     Freight BVI; or

          (c) Dispositions not otherwise permitted by clause (a) or (b) of this
     Section 10.8, provided that (i) the aggregate net book value of all assets
     so disposed of in any twelve-month period pursuant to this Section 10.8(c)
     does not exceed 10% of Consolidated Total Assets as of the last day of the
     most recently ended fiscal year and (ii) after giving effect to such
     transaction, no Default or Event of Default shall exist.

The Obligors may, or may permit a Subsidiary to, make a Disposition and the
assets subject to such Disposition shall not be subject to or included in the
foregoing limitation and computation contained in clause (c)(i) of the preceding
sentence if:

          (A) (x) in the case of a Disposition by a Person who is not a member
     of the South African Group, the net proceeds from such Disposition are
     reinvested in productive assets to be used in the existing business of the
     Company or a Subsidiary which is not (i) a member of the South African
     Group or (ii) Pyramid Freight BVI (to the extent such assets are in South
     Africa) and (y) in the case of a Disposition by a Person who is a member of
     the South African Group, the net proceeds from such Disposition are
     reinvested in productive assets to be used in the existing business of the
     Company or a Subsidiary; or

          (B) (x) in the case of a Disposition by a Person who is not a member
     of the South African Group, the net proceeds from such Disposition are
     applied to the payment or prepayment of Senior Indebtedness, including an
     offer to prepay the Notes on a pro rata basis with other Senior
     Indebtedness of the Company or any Subsidiary which is not a member of the
     South African Group or Pyramid Freight BVI (other than Senior


                                      -35-

<PAGE>

     Indebtedness in respect of any revolving credit or similar credit facility
     providing the Company or any Subsidiary with the right to obtain loans or
     other extensions of credit from time to time, except to the extent that in
     connection with such payment of Senior Indebtedness the available credit
     under such credit facility is permanently reduced by an amount not less
     than the amount of such proceeds applied to the payment of Senior
     Indebtedness) and (y) in the case of a Disposition by a Person who is a
     member of the South African Group, the net proceeds from such Disposition
     are applied to the payment or prepayment of Indebtedness of the Company or
     any Subsidiary owing to any Person that is not a Subsidiary or Affiliate
     and which is not expressed to be junior or subordinate to any other
     Indebtedness of the Company or Subsidiary (other than Indebtedness in
     respect of any revolving credit or similar facility except to the extent
     that such facility is permanently reduced).

For purposes of foregoing clause (B)(x), the Company shall offer to prepay the
Notes in accordance with Section 8.9 hereof. For purposes of the foregoing
clauses (A) and (B), to the extent that the assets that are disposed of are
assets owned by a Person other than a member of the South African Group or
Pyramid Freight BVI, the proceeds of such Disposition shall only be applied to
acquire assets, or prepay debt of, an Obligor or a Subsidiary which is not a
member of the South African Group or Pyramid Freight BVI.

     Section 10.9. Line of Business. The Obligors will not and will not permit
any Subsidiary to engage in any business if, as a result, the general nature of
the business in which the Obligors and their Subsidiaries, taken as a whole,
would then be engaged would be substantially changed from the general nature of
the business in which the Obligors and their Subsidiaries, taken as a whole, are
engaged on the date of this Agreement as described in the Memorandum.

     Section 10.10. Terrorism Sanctions Regulations. The Obligors will not and
will not permit any Subsidiary to (a) become a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage
in any dealings or transactions with any such Person.

     Section 10.11. Subsidiaries in South Africa. No Subsidiary of the Company
incorporated in South Africa may become an obligor or guarantor under the Credit
Agreement. Neither the Company nor any Subsidiary of the Company incorporated in
any jurisdiction other than South Africa may become an obligor or guarantor
under the South African Facility. The Company will not at any time have any
Indebtedness outstanding under which the creditor with respect to such
Indebtedness is a member of the South African Group or Pyramid Freight BVI.

     Section 10.12. South African Subordination Agreement and Cession in
Security Agreement. The Obligors will not and will not permit any Subsidiary to
amend, modify or waive any provision in the South African Subordination
Agreement or the Cession in Security Agreement without prior written consent of
the Required Holders.

     Section 10.13. Capital Leases. Capital Leases of the Company and its
Subsidiaries will not, at any time, exceed in the aggregate (x) U.S.$40,000,000
(or its equivalent in any other currency) for the period commencing at Closing
and ending on December 31, 2009,


                                      -36-

<PAGE>

(y) U.S.$50,000,000 (or its equivalent in any other currency) for the period
commencing on January 1, 2010 and ending on December 31, 2010 and (z)
U.S.$60,000,000 (or its equivalent in any other currency) for the period
commencing on January 1, 2011 and ending on July 13, 2011.

     Section 10.14. Lake States Trucking. Lake State Trucking, Inc. will not
carry out any business or hold any assets other than (i) the ownership of the
shares in Sammons Transportation, Inc., (ii) no more than 90 tractors and 150
trailers and incurring obligations under lease purchase agreements in respect of
those tractors and trailers, and (iii) incurring Indebtedness under the
Financing Agreements and Credit Agreement.

     Section 10.15. UTi Spain S.L. The Company and the direct holding company of
UTi Spain S.L. will use its best endeavors to procure that UTi Spain S.L. is
converted into a sociedad anonima and becomes a Subsidiary Guarantor under the
Subsidiary Guarantee Agreement on or before December 31, 2006.

     Section 10.16. Discharge of Pledge.

          (a) The Company:

               (i) confirms that the obligations secured by the pledge dated May
          25, 1994 between Union Transport Inc and Dresdner Bank (Luxembourg) SA
          (for the purposes of this paragraph (a), the "Relevant Pledge")) have
          been irrevocably and unconditionally discharged; and

               (ii) undertakes to provide evidence to the holders and in form
          and substance satisfactory to the Required Holders that the Relevant
          Pledge has been irrevocably and unconditionally discharged no later
          than the day falling 10 Business Days after the date of this
          Agreement.

          (b) The Company undertakes to provide the holders with copies of the
     certificate of tax compliance, in form and substance satisfactory to the
     Required Holders in relation to UTi Integrated Logistics, Inc by no later
     than the day falling 10 Business Days after the date of this Agreement.

     Section 10.17. Hong Kong opinion. The Company and UTi (HK) Ltd. will
deliver a legal opinion of Allen & Overy related to UTi (HK) Ltd. in a form that
is satisfactory to the Required Holders on or before July 18, 2006.

SECTION 11. EVENTS OF DEFAULT.

     An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

          (a) any Obligor defaults in the payment of any principal or Make-Whole
     Amount or Modified Make-Whole Amount, if any, on any Note when the same
     becomes


                                      -37-

<PAGE>

     due and payable, whether at maturity or at a date fixed for prepayment or
     by declaration or otherwise; or

          (b) any Obligor defaults in the payment of any interest on any Note or
     any amount payable pursuant to Section 13 for more than five Business Days
     after the same becomes due and payable; or

          (c) (i) any Subsidiary Guarantor defaults in the performance of or
     compliance with any term contained in Section 23, or (ii) any Obligor
     defaults in the performance of or compliance with any term contained in
     Section 7.1(d) or Sections 9.8, 9.12, 10.1 through 10.10, inclusive; or

          (d) any Obligor defaults in the performance of or compliance with any
     term contained herein (other than those referred to in Sections 11(a), (b)
     and (c)) and such default is not remedied within 30 days after the earlier
     of (i) a Responsible Officer obtaining actual knowledge of such default and
     (ii) any Obligor receiving written notice of such default from any holder
     of a Note (any such written notice to be identified as a "notice of
     default" and to refer specifically to this Section 11(d)); or

          (e) any representation or warranty made in writing by or on behalf of
     any Obligor or by any officer of any Obligor in any Financing Agreement or
     in any writing furnished in connection with the transactions contemplated
     hereby proves to have been false or incorrect in any material respect on
     the date as of which made; or

          (f) (i) any Obligor or any Subsidiary is in default (as principal or
     as guarantor or other surety) in the payment of any principal of or premium
     or make-whole amount or interest on any Indebtedness that is outstanding in
     an aggregate principal amount of at least U.S.$10,000,000 (or its
     equivalent in the relevant currency of payment) beyond any period of grace
     provided with respect thereto, or (ii) any Obligor or any Subsidiary is in
     default in the performance of or compliance with any term of any evidence
     of any Indebtedness in an aggregate outstanding principal amount of at
     least U.S.$10,000,000 (or its equivalent in the relevant currency of
     payment) or of any mortgage, indenture or other agreement relating thereto
     or any other condition exists, and as a consequence of such default or
     condition such Indebtedness has become, or has been declared (or one or
     more Persons are entitled to declare such Indebtedness to be), due and
     payable before its stated maturity or before its regularly scheduled dates
     of payment, or (iii) as a consequence of the occurrence or continuation of
     any event or condition (other than the passage of time or the right of the
     holder of Indebtedness to convert such Indebtedness into equity interests),
     (x) any Obligor or any Subsidiary has become obligated to purchase or repay
     Indebtedness before its regular maturity or before its regularly scheduled
     dates of payment in an aggregate outstanding principal amount of at least
     U.S.$10,000,000 (or its equivalent in the relevant currency of payment), or
     (y) one or more Persons have the right to require any Obligor or any
     Subsidiary so to purchase or repay such Indebtedness other than (in the
     case of each of clauses (i) through (iii) immediately above), Indebtedness
     consisting of Capital Leases if the non-payment of such Indebtedness has


                                      -38-

<PAGE>

     resulted from the loss of the asset which is subject to the Capital Lease
     to the extent the obligations under that Capital Lease are covered by
     insurance); or

          (g) any Obligor or any Significant Subsidiary (i) is generally not
     paying, or admits in writing its inability to pay, its debts as they become
     due, (ii) files, or consents by answer or otherwise to the filing against
     it of, a petition for relief or reorganization or arrangement or any other
     petition in bankruptcy, for liquidation or to take advantage of any
     bankruptcy, insolvency, reorganization, moratorium or other similar law of
     any jurisdiction, (iii) makes an assignment for the benefit of its
     creditors, (iv) consents to the appointment of a custodian, receiver,
     trustee or other officer with similar powers with respect to it or with
     respect to any substantial part of its property, (v) is adjudicated as
     insolvent or to be liquidated, or (vi) takes corporate action for the
     purpose of any of the foregoing; or

          (h) a court or Governmental Authority of competent jurisdiction enters
     an order appointing, without consent by any Obligor or any of its
     Significant Subsidiaries, a custodian, receiver, trustee or other officer
     with similar powers with respect to it or with respect to any substantial
     part of its property, or constituting an order for relief or approving a
     petition for relief or reorganization or any other petition in bankruptcy
     or for liquidation or to take advantage of any bankruptcy or insolvency law
     of any jurisdiction, or ordering the dissolution, winding-up or liquidation
     of any Obligor or any of its Significant Subsidiaries, or any such petition
     shall be filed against any Obligor or any of its Significant Subsidiaries
     and such petition shall not be dismissed within 60 days; or

          (i) any event occurs with respect to any Obligor or any Significant
     Subsidiary which under the laws of any jurisdiction is analogous to any of
     the events described in Section 11(g) or (h), including but not limited to,
     (x) a Dutch Obligor being declared bankrupt (failliet verklaard) or
     dissolved (ontbonden), (y) a redressement judiciaire, cession totale de
     l'entreprise or liquidation judiciaire under Articles L.620-1 et seq. of
     the French Commercial Code and (z) a winding-up, administration or
     dissolution (and each of those terms) and including insolvency proceedings
     (Insolvenzverfahren) in Germany, provided that the applicable grace period,
     if any, which shall apply shall be the one applicable to the relevant
     proceeding which most closely corresponds to the proceeding described in
     Section 11(g) or (h); or

          (j) a final judgment or judgments for the payment of money aggregating
     in excess of 5% of Consolidated Net Worth (or its equivalent in the
     relevant currency of payment) are rendered against one or more of any
     Obligor and its Subsidiaries and which judgments are not, within 60 days
     after entry thereof, bonded, discharged or stayed pending appeal, or are
     not discharged within 60 days after the expiration of such stay; or

          (k) if (i) any Plan shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or a
     waiver of such standards or extension of any amortization period is sought
     or granted under section 412 of the Code, (ii) a notice of intent to
     terminate any Plan shall have been or is reasonably expected to be filed
     with the PBGC or the PBGC shall have instituted proceedings under ERISA


                                      -39-

<PAGE>

     section 4042 to terminate or appoint a trustee to administer any Plan or
     the PBGC shall have notified any Obligor or any ERISA Affiliate that a Plan
     may become a subject of any such proceedings, (iii) the sum of (x) the
     aggregate "amount of unfunded benefit liabilities" (within the meaning of
     section 4001(a)(18) of ERISA) under all Plans, determined in accordance
     with Title IV of ERISA, plus (y) the amount (if any) by which the aggregate
     present value of accrued benefit liabilities under all funded Non-U.S.
     Plans exceeds the aggregate current value of the assets of such Non-U.S.
     Plans allocable to such liabilities, shall exceed 5% of Consolidated Net
     Worth, (iv) any Obligor or any ERISA Affiliate shall have incurred or is
     reasonably expected to incur any liability pursuant to Title I or IV of
     ERISA or the penalty or excise tax provisions of the Code relating to
     employee benefit plans, (v) any Obligor or any ERISA Affiliate withdraws
     from any Multiemployer Plan, (vi) any Obligor or any Subsidiary establishes
     or amends any employee welfare benefit plan that provides post-employment
     welfare benefits in a manner that would increase the liability of any
     Obligor or any Subsidiary thereunder, (vii) any Obligor or any Subsidiary
     fails to administer or maintain a Non-U.S. Plan in compliance with the
     requirements of any and all applicable laws, statutes, rules, regulations
     or court orders or any Non-U.S. Plan is involuntarily terminated or wound
     up or (viii) any Obligor or any Subsidiary becomes subject to the
     imposition of a financial penalty (which for this purpose shall mean any
     tax, penalty or other liability, whether by way of indemnity or otherwise)
     with respect to one or more Non-U.S. Plans; and any such event or events
     described in clauses (i) through (viii) above, either individually or
     together with any other such event or events, would reasonably be expected
     to have a Material Adverse Effect; or

          (l) an Obligor (other than the Company) is not or ceases to be a
     Subsidiary of the Company.

As used in Section 11(l), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

     Section 12.1. Acceleration. (a) If an Event of Default with respect to any
Obligor described in Section 11(g), (h), (i) or (j) (other than an Event of
Default described in clause (i) of Section 11(g) or described in clause (vi) of
Section 11(g) by virtue of the fact that such clause encompasses clause (i) of
Section 11(g)) has occurred, all the Notes then outstanding shall automatically
become immediately due and payable.

     (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

     (c) If any Event of Default described in Section 11(a) or (b) has occurred
and is continuing, any holder or holders of Notes at the time outstanding
affected by such Event of


                                      -40-
<PAGE>

Default may at any time, at its or their option, by notice or notices to any
Obligor, declare all the Notes held by it or them to be immediately due and
payable.

     Upon any Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest
thereon (including, without limitation, interest accrued thereon at the Default
Rate) and (y) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Obligors
acknowledge, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Obligors (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Obligors in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such circumstances.

     Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note or in any other Financing Agreement, or for an injunction
against a violation of any of the terms hereof or thereof, or in aid of the
exercise of any power granted hereby or thereby or by law or otherwise.

     Section 12.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to Section 12.1(b) or (c), the holders of not less than
51% in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount or Modified Make-Whole Amount, if any, on any Notes that are
due and payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount or Modified Make-Whole
Amount, if any, and (to the extent permitted by applicable law) any overdue
interest in respect of the Notes, at the Default Rate, (b) neither the Company
nor any other Person shall have paid any amounts that have become due solely by
reason of such declaration, (c) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 18, and (d)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this Section
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement, any Note or any other Financing Agreement upon any holder
thereof shall be exclusive of any other right, power or remedy


                                      -41-

<PAGE>

referred to herein or therein or now or hereafter available at law, in equity,
by statute or otherwise. Without limiting the obligations of the Company under
Section 16, the Company will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys' fees, expenses and
disbursements and any Registration Duty.

SECTION 13. TAX INDEMNIFICATION.

     All payments whatsoever under the Financing Agreements will be made by the
Obligors in lawful currency of the United States of America free and clear of,
and without liability for withholding or deduction for or on account of, any
present or future Taxes of whatever nature imposed or levied by or on behalf of
any jurisdiction other than the United States (or any political subdivision or
taxing authority of or in such jurisdiction) (hereinafter a "Taxing
Jurisdiction"), unless the withholding or deduction of such Tax is compelled by
law.

     If any deduction or withholding for any Tax of a Taxing Jurisdiction shall
at any time be required in respect of any amounts to be paid by any Obligor
under the Financing Agreements, the Obligors will pay to the relevant Taxing
Jurisdiction the full amount required to be withheld, deducted or otherwise paid
before penalties attach thereto or interest accrues thereon and pay to each
holder of a Note such additional amounts as may be necessary in order that the
net amounts paid to such holder pursuant to the terms of the Financing
Agreements after such deduction, withholding or payment (including, without
limitation, any required deduction or withholding of Tax on or with respect to
such additional amount), shall be not less than the amounts then due and payable
to such holder under the terms of the Financing Agreements before the assessment
of such Tax, provided that no payment of any additional amounts shall be
required to be made for or on account of:

          (a) any Tax that would not have been imposed but for the existence of
     any present or former connection between such holder (or a fiduciary,
     settlor, beneficiary, member of, shareholder of, or possessor of a power
     over, such holder, if such holder is an estate, trust, partnership or
     corporation or any Person other than the holder to whom the Notes or any
     amount payable thereon is attributable for the purposes of such Tax) and
     the Taxing Jurisdiction, other than the mere holding of the relevant Note
     or the receipt of payments thereunder or in respect thereof, including,
     without limitation, such holder (or such other Person described in the
     above parenthetical) being or having been a citizen or resident thereof, or
     being or having been present or engaged in trade or business therein or
     having or having had an establishment, office, fixed base or branch
     therein, provided that this exclusion shall not apply with respect to a Tax
     that would not have been imposed but for an Obligor, after the date of the
     Closing, opening an office in, moving an office to, reincorporating in, or
     changing the Taxing Jurisdiction from or through which payments on account
     of this Agreement or the Notes are made to, the Taxing Jurisdiction
     imposing the relevant Tax;

          (b) any Tax that would not have been imposed but for the delay or
     failure by such holder (following a written request by an Obligor) in the
     filing with the relevant


                                      -42-

<PAGE>

     Taxing Jurisdiction of Forms (as defined below) that are required to be
     filed by such holder to avoid or reduce such Taxes (including for such
     purpose any refilings or renewals of filings that may from time to time be
     required by the relevant Taxing Jurisdiction), provided that the filing of
     such Forms would not (in such holder's reasonable judgment) impose any
     unreasonable burden (in time, resources or otherwise) on such holder or
     result in any confidential or proprietary income tax return information
     being revealed, either directly or indirectly, to any Person and such delay
     or failure could have been lawfully avoided by such holder, and provided
     further that such holder shall be deemed to have satisfied the requirements
     of this clause (b) upon the good faith completion and submission of such
     Forms (including refilings or renewals of filings) as may be specified in a
     written request of an Obligor no later than 60 days after receipt by such
     holder of such written request (accompanied by copies of such Forms and
     related instructions, if any, all in the English language or with an
     English translation thereof); or

          (c) any combination of clauses (a) and (b) above;

and provided further that in no event shall the Obligors be obligated to pay
such additional amounts (i) to any holder of a Note not resident in the United
States of America or any other jurisdiction in which an original Purchaser is
resident for tax purposes on the date of the Closing (the "Original
Jurisdiction") in excess of the amounts that the Obligors would be obligated to
pay if such holder had been a resident of the United States of America or the
Original Jurisdiction, as applicable, for purposes of, and eligible for the
benefits of, any double taxation treaty from time to time in effect between the
United States of America or the Original Jurisdiction, as applicable, and the
relevant Taxing Jurisdiction, or (ii) to any holder of a Note registered in the
name of a nominee if under the law of the relevant Taxing Jurisdiction (or the
current regulatory interpretation of such law) securities held in the name of a
nominee do not qualify for an exemption from the relevant Tax and the Obligors
shall have given timely notice of such law or interpretation to such holder.

     By acceptance of any Note, the holder of such Note agrees, subject to the
limitations of clause (b) above, that it will from time to time with reasonable
promptness (x) duly complete and deliver to or as reasonably directed by an
Obligor all such forms, certificates, documents and returns provided to such
holder by such Obligor (collectively, together with instructions for completing
the same, "Forms") required to be filed by or on behalf of such holder in order
to avoid or reduce any such Tax pursuant to the provisions of an applicable
statute, regulation or administrative practice of the relevant Taxing
Jurisdiction or of a tax treaty between the United States and such Taxing
Jurisdiction and (y) provide an Obligor with such information with respect to
such holder as such Obligor may reasonably request in order to complete any such
Forms, provided that nothing in this Section 13 shall require any holder to
provide information with respect to any such Form or otherwise if in the opinion
of such holder such Form or disclosure of information would involve the
disclosure of tax return or other information that is confidential or
proprietary to such holder, and provided further that each such holder shall be
deemed to have complied with its obligation under this paragraph with respect to
any Form if such Form shall have been duly completed and delivered by such
holder to an Obligor or mailed to the appropriate taxing authority (which shall
be deemed to occur when such Form is submitted to the United States Internal
Revenue Service in accordance with instructions contained in such


                                      -43-

<PAGE>

Form), whichever is applicable, within 60 days following a written request of an
Obligor (which request shall be accompanied by copies of such Form and English
translations of any such Form not in the English language) and, in the case of a
transfer of any Note, at least 90 days prior to the relevant interest payment
date.

     On or before the date of the Closing the Company will furnish each
Purchaser with copies of the appropriate Form (and English translation if
required as aforesaid) currently required to be filed in the British Virgin
Islands pursuant to clause (b) of the first paragraph of this Section 13, if
any, and in connection with the transfer of any Note the Company will furnish
the transferee of such Note with copies of any Form and English translation then
required.

     If any payment is made by an Obligor to or for the account of the holder of
any Note after deduction for or on account of any Taxes, and increased payments
are made by such Obligor pursuant to this Section 13, then, if such holder at
its sole discretion determines that it has received or been granted a refund of
such Taxes, such holder shall, to the extent that it can do so without prejudice
to the retention of the amount of such refund, reimburse to such Obligor such
amount as such holder shall, in its sole discretion, determine to be
attributable to the relevant Taxes or deduction or withholding. Nothing herein
contained shall interfere with the right of the holder of any Note to arrange
its tax affairs in whatever manner it thinks fit and, in particular, no holder
of any Note shall be under any obligation to claim relief from its corporate
profits or similar tax liability in respect of such Tax in priority to any other
claims, reliefs, credits or deductions available to it or (other than as set
forth in clause (b) above) oblige any holder of any Note to disclose any
information relating to its tax affairs or any computations in respect thereof.

     The Obligors will furnish the holders of Notes, promptly and in any event
within 60 days after the date of any payment by an Obligor of any Tax in respect
of any amounts paid under the Financing Agreements, the original tax receipt
issued by the relevant taxation or other authorities involved for all amounts
paid as aforesaid (or if such original tax receipt is not available or must
legally be kept in the possession of an Obligor, a duly certified copy of the
original tax receipt or any other reasonably satisfactory evidence of payment),
together with such other documentary evidence with respect to such payments as
may be reasonably requested from time to time by any holder of a Note.

     If an Obligor is required by any applicable law, as modified by the
practice of the taxation or other authority of any relevant Taxing Jurisdiction,
to make any deduction or withholding of any Tax in respect of which such Obligor
would be required to pay any additional amount under this Section 13, but for
any reason does not make such deduction or withholding with the result that a
liability in respect of such Tax is assessed directly against the holder of any
Note, and such holder pays such liability, then such Obligor will promptly
reimburse such holder for such payment (including any related interest or
penalties to the extent such interest or penalties arise by virtue of a default
or delay by such Obligor) upon demand by such holder accompanied by an official
receipt (or a duly certified copy thereof) issued by the taxation or other
authority of the relevant Taxing Jurisdiction.

     If an Obligor makes payment to or for the account of any holder of a Note
and such holder is entitled to a refund of the Tax to which such payment is
attributable upon the making of


                                      -44-

<PAGE>

a filing (other than a Form described above), then such holder shall, as soon as
practicable after receiving written request from such Obligor (which shall
specify in reasonable detail and supply the refund forms to be filed) use
reasonable efforts to complete and deliver such refund forms to or as directed
by the Obligors, subject, however, to the same limitations with respect to Forms
as are set forth above.

     The obligations of the Obligors under this Section 13 shall survive the
payment or transfer of any Note and the provisions of this Section 13 shall also
apply to successive transferees of the Notes.

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     Section 14.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

     Section 14.2. Transfer and Exchange of Notes. Upon surrender of any Note to
the Company at the address and to the attention of the designated officer (all
as specified in Section 19) for registration of transfer or exchange (and in the
case of a surrender for registration of transfer accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or
such holder's attorney duly authorized in writing and accompanied by the
relevant name, address and other details for notices of each transferee of such
Note or part thereof) within ten Business Days thereafter the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than U.S.$100,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than U.S.$100,000.
Any transferee, by its acceptance of a Note registered in its name (or the name
of its nominee), shall be deemed to have made the representation set forth in
Section 6.2.

     Section 14.3. Replacement of Notes. Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of


                                      -45-

<PAGE>

any Note (which evidence shall be, in the case of an Institutional Investor,
notice from such Institutional Investor of such ownership and such loss, theft,
destruction or mutilation), and

          (a) in the case of loss, theft or destruction, of indemnity reasonably
     satisfactory to it (provided that if the holder of such Note is, or is a
     nominee for, an original Purchaser or another holder of a Note with a
     minimum net worth of at least U.S.$50,000,000 (or its equivalent in any
     other applicable currency) or a Qualified Institutional Buyer, such
     Person's own unsecured agreement of indemnity shall be deemed to be
     satisfactory), or

          (b) in the case of mutilation, upon surrender and cancellation
     thereof,

within ten Business Days thereafter the Company at its own expense shall execute
and deliver, in lieu thereof, a new Note, dated and bearing interest from the
date to which interest shall have been paid on such lost, stolen, destroyed or
mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon.

     Section 14.4. Representations of Transferee. Upon the transfer of any note,
each transferee must provide an executed representation letter substantially in
the form set forth in Exhibit 14.4.

SECTION 15. PAYMENTS ON NOTES.

     Section 15.1. Place of Payment. Subject to Section 15.2, payments of
principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in New York, New York at the
principal office of ABN Amro NA in such jurisdiction. The Company may at any
time, by notice to each holder of a Note, change the place of payment of the
Notes so long as such place of payment shall be either the principal office of
the Company in such jurisdiction or the principal office of a bank or trust
company in such jurisdiction.

     Section 15.2. Home Office Payment. So long as any Purchaser or its nominee
shall be the holder of any Note, and notwithstanding anything contained in
Section 15.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount or Modified
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below such Purchaser's name in Schedule A, or by such
other method or at such other address as such Purchaser shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender such Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office or at the
place of payment most recently designated by the Company pursuant to Section
15.1. Prior to any sale or other disposition of any Note held by a Purchaser or
its nominee, such Purchaser will, at its election, either endorse thereon the
amount of principal paid thereon and the last date to which interest has been
paid thereon or surrender such Note to the Company in exchange for a new Note or
Notes pursuant to


                                      -46-

<PAGE>

Section 14.2. The Company will afford the benefits of this Section 15.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by a Purchaser under this Agreement and that has made the same
agreement relating to such Note as the Purchasers have made in this Section
15.2.

SECTION 16. EXPENSES, ETC.

     Section 16.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Obligors will pay all costs and
expenses (including reasonable attorneys' fees of one special counsel and, if
reasonably required by the Required Holders, local or other counsel) incurred by
the Purchasers and each other holder of a Note in connection with such
transactions and in connection with any amendments, waivers or consents under or
in respect of any Financing Agreement (whether or not such amendment, waiver or
consent becomes effective), including, without limitation: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under any Financing Agreement or in responding to
any subpoena or other legal process or informal investigative demand issued in
connection with any Financing Agreement, or by reason of being a holder of any
Note, (b) the costs and expenses, including financial advisors' fees, incurred
in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary
or in connection with any work-out or restructuring of the transactions
contemplated by any Financing Agreement and (c) the costs and expenses incurred
in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO, provided that such costs and
expenses under this clause (c) shall not exceed U.S.$3,000 per series of Notes.
The Company will pay, and will save each Purchaser and each other holder of a
Note harmless from, all claims in respect of any fees, costs or expenses, if
any, of brokers and finders (other than those, if any, retained by a Purchaser
or other holder in connection with its purchase of the Notes).

     Section 16.2. Certain Taxes. Each Obligor agrees to pay all stamp,
documentary or similar taxes or fees which may be payable in respect of the
execution and delivery or the enforcement of this Agreement, the Subsidiary
Guarantee Agreement or the execution and delivery (but not the transfer) or the
enforcement of any of the Notes in the United States or any Applicable
Jurisdiction or in any jurisdiction where an Obligor is organized or where an
Obligor has assets or of any amendment of, or waiver or consent under or with
respect to, any Financing Agreement, and to pay any value added tax due and
payable in respect of reimbursement of costs and expenses by the Obligors
pursuant to this Section 16 or any other tax of a similar nature which might be
chargeable, and will save each holder of a Note to the extent permitted by
applicable law harmless against any loss or liability resulting from nonpayment
or delay in payment of any such tax or fee required to be paid by the Obligors
hereunder.

     Section 16.3. Survival. The obligations of the Obligors under this Section
16 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of any Financing Agreement, and the termination of
any Financing Agreement.


                                      -47-

<PAGE>

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

     All representations and warranties contained herein shall survive the
execution and delivery of the Financing Agreements, the purchase or transfer by
any Purchaser of any Note or portion thereof or interest therein and the payment
of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of such
Purchaser or any other holder of a Note. All statements contained in any
certificate or other instrument delivered by or on behalf of any Obligor
pursuant to any Financing Agreement shall be deemed representations and
warranties of such Obligor under such Financing Agreement. Subject to the
preceding sentence, the Financing Agreements embody the entire agreement and
understanding between each Purchaser and the Obligors and supersede all prior
agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

     Section 18.1. Requirements. This Agreement, the Notes and the other
Financing Agreements may be amended, and the observance of any term hereof, of
the Notes or of any other Financing Agreement may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Obligors and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of Section 1, 2, 3, 4, 5, 6 or 22, or any defined term (as it
is used therein), will be effective as to any Purchaser unless consented to by
such Purchaser in writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount or Modified Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(iii) amend Section 8, 11(a), 11(b), 12, 13, 18, 21, 23 or 24.9.

     Section 18.2. Solicitation of Holders of Notes.

     (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof, of the Notes or of any other Financing Agreement. The Company will
deliver executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this Section 18 to each holder of
outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of
Notes.

     (b) Payment. No Obligor will directly or indirectly pay or cause to be paid
any remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security or provide other credit support, to any holder
of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the


                                      -48-

<PAGE>

terms and provisions hereof unless such remuneration is concurrently paid, or
security is concurrently granted or other credit support concurrently provided,
on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.

     Section 18.3. Binding Effect, Etc. Any amendment or waiver consented to as
provided in this Section 18 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Obligors
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the
Obligors and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note. As used herein, the term "this Agreement" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

     Section 18.4. Notes Held by Obligors, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement, the Notes or any
other Financing Agreement or have directed the taking of any action provided
herein or in the Notes or in any other Financing Agreement to be taken upon the
direction of the holders of a specified percentage of the aggregate principal
amount of Notes then outstanding, Notes directly or indirectly owned by any
Obligor or any of its Affiliates shall be deemed not to be outstanding.

SECTION 19. NOTICES; ENGLISH LANGUAGE.

     All notices and communications provided for hereunder shall be in writing
and sent (a) by telecopy if the sender on the same day sends a confirming copy
of such notice by a recognized international commercial delivery service
(charges prepaid), or (b) by a recognized international commercial delivery
service (with charges prepaid). Any such notice must be sent:

          (i) if to a Purchaser or its nominee, to such Purchaser or nominee at
     the address specified for such communications in Schedule A, or at such
     other address as such Purchaser or nominee shall have specified to the
     Company in writing,

          (ii) if to any other holder of any Note, to such holder at such
     address as such other holder shall have specified to the Company in
     writing, or

          (iii) if to any Obligor, to the Company at its address set forth at
     the beginning hereof to the attention of Lawrence R. Samuels, Chief
     Financial Officer, or at such other address as the Company shall have
     specified to the holder of each Note in writing.

Notices under this Section 19 will be deemed given only when actually received.


                                      -49-

<PAGE>

     Each document, instrument, financial statement, report, notice or other
communication delivered in connection with this Agreement shall be in English or
accompanied by an English translation thereof.

     This Agreement and the other Financing Agreements have been prepared and
signed in English and the parties hereto agree that the English version hereof
and thereof (to the maximum extent permitted by applicable law) shall be the
only version valid for the purpose of the interpretation and construction hereof
and thereof notwithstanding the preparation of any translation into another
language hereof or thereof, whether official or otherwise or whether prepared in
relation to any proceedings which may be brought in an Applicable Jurisdiction
or in any jurisdiction where an Obligor is organized or where an Obligor has
assets or any other jurisdiction in respect hereof or thereof.

SECTION 20. REPRODUCTION OF DOCUMENTS.

     This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, electronic,
digital or other similar process and such Purchaser may destroy any original
document so reproduced. The Obligors agree and stipulate that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 20 shall not prohibit the
Obligors or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

SECTION 21. CONFIDENTIAL INFORMATION.

     For the purposes of this Section 21, "Confidential Information" means
information delivered to any Purchaser by or on behalf of any Obligor or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of such Obligor or such Subsidiary,
provided that such term does not include information that (a) was publicly known
or otherwise known to such Purchaser prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Purchaser
or any person acting on such Purchaser's behalf, (c) otherwise becomes known to
such Purchaser other than through disclosure by such Obligor or such Subsidiary
or (d) constitutes financial statements delivered to such Purchaser under
Section 7.1 that are otherwise publicly available. Each Purchaser will maintain
the confidentiality of such Confidential Information in accordance with
procedures adopted by such Purchaser in good faith to protect confidential
information of third parties delivered to such Purchaser, provided that such
Purchaser may deliver or disclose Confidential Information to


                                      -50-

<PAGE>

(i) its directors, trustees, officers, employees and attorneys (to the extent
such disclosure reasonably relates to the administration of the investment
represented by its Notes), and provided such Purchasers advise such Person of
the confidential nature of such information, (ii) its financial advisors, other
professional advisors, agents and affiliates who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor
to which it sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this Section
21), (v) any Person from which it offers to purchase any security of an Obligor
(if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 21), (vi) any federal
or state regulatory authority having jurisdiction over such Purchaser, (vii) the
NAIC or the SVO or, in each case, any similar organization, or any nationally
recognized rating agency that requires access to information about such
Purchaser's investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under such
Purchaser's Notes, this Agreement and the other Financing Agreements. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 21 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this Section 21.

SECTION 22. SUBSTITUTION OF PURCHASER.

     Each Purchaser shall have the right to substitute any one of its Affiliates
as the purchaser of the Notes that it has agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both such
Purchaser and such Affiliate, shall contain such Affiliate's agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in Section 6.
Upon receipt of such notice, any reference to such Purchaser in this Agreement
(other than in this Section 22), shall be deemed to refer to such Affiliate in
lieu of such original Purchaser. In the event that such Affiliate is so
substituted as a Purchaser hereunder and such Affiliate thereafter transfers to
such original Purchaser all of the Notes then held by such Affiliate, upon
receipt by the Company of notice of such transfer, any reference to such
Affiliate as a "Purchaser" in this Agreement (other than in this Section 22),
shall no longer be deemed to refer to such Affiliate, but shall refer to such
original Purchaser, and such original Purchaser shall again have all the rights
of an original holder of the Notes under this Agreement.


                                      -51-

<PAGE>

SECTION 23. SUBSIDIARY GUARANTEE AGREEMENT.

     Section 23.1. Guarantee and Indemnity. Each Subsidiary Guarantor jointly
and severally and irrevocably and unconditionally:

          (a) guarantees to each holder of Notes punctual performance by each
     Obligor of all its obligations under the Financing Agreements;

          (b) undertakes with each holder of Notes to pay as primary obligor and
     not as surety, principal, Make-Whole Amount, Modified Make-Whole Amount,
     interest and all other amounts due under or in connection with any
     Financing Agreement including but not limited to the payment of principal,
     interest (including default interest and post-petition interest) and the
     make-whole amount or swap breakage amounts or libor breakage amounts, if
     any, and the due and punctual payment of all other amounts payable (all
     such obligations so guaranteed are herein collectively referred to as the
     "Guaranteed Obligations"), it must immediately on demand by the Required
     Holders pay that amount as if it were the principal obligor in respect of
     that amount; and

          (c) indemnifies each holder of Notes immediately on demand against any
     loss or liability suffered by that holder of Notes if any obligation
     guaranteed by it is or becomes unenforceable, invalid or illegal; the
     amount of the loss or liability under this indemnity will be equal to the
     amount the holder of Notes would otherwise have been entitled to recover.

     Section 23.2. Continuing Guarantee. (a) This guarantee is a continuing
guarantee and will extend to the ultimate balance of all sums payable by any
Obligor under the Financing Agreements, regardless of any intermediate payment
or discharge in whole or in part.

     (b) The obligations guaranteed by each Subsidiary Guarantor under this
Section 23 and the losses and liabilities against which each Subsidiary
Guarantor indemnifies the holders of Notes include, in each case, all amounts
which arise under the Financing Agreements after a petition is filed by, or
against, any Obligor under the US Bankruptcy Code of 1978 (or in analogous
circumstances under any applicable law in any other applicable jurisdiction)
even if the liabilities or obligations do not accrue against such Obligor
because of the automatic stay under section 362 of the US Bankruptcy Code of
1978 (or because of any analogous provision under any applicable law in any
other jurisdiction) or because any such obligation is not an allowed claim
against such Obligor in any such bankruptcy proceedings or otherwise.

     Section 23.3. Reinstatement. (a) If any discharge (whether in respect of
the obligations of any Obligor or any security for those obligations or
otherwise) or arrangement is made in whole or in part on the faith of any
payment, security or other disposition which is avoided or must be restored on
insolvency, liquidation, administration or otherwise without limitation, the
liability of each Subsidiary Guarantor under this Section 23 will continue or be
reinstated as if the discharge or arrangement had not occurred.


                                      -52-

<PAGE>

     (b) Each holder of Notes may concede or compromise any claim that any
payment, security or other disposition is liable to avoidance or restoration.

     Section 23.4. Waiver of Defenses. (a) The obligations of each Subsidiary
Guarantor under this Section 23 will not be affected by any act, omission or
thing which, but for this provision, would reduce, release or prejudice any of
its obligations under this Section 23 (whether or not known to it or any holder
of Notes). This includes:

          (i) any time or waiver granted to, or composition with, any person;

          (ii) any release of any person under the terms of any composition or
     arrangement;

          (iii) the taking, variation, compromise, exchange, renewal or release
     of, or refusal or neglect to perfect, take up or enforce, any rights
     against, or security over assets of, any person;

          (iv) any non-presentation or non-observance of any formality or other
     requirement in respect of any instrument or any failure to realize the full
     value of any security;

          (v) any incapacity or lack of power, authority or legal personality of
     or dissolution or change in the members or status of any person and
     including notice of an adverse change in the financial condition of any
     Obligor or any other fact that might increase or expand any Subsidiary
     Guarantor's risk hereunder;

          (vi) any amendment (however fundamental) of a Financing Agreement or
     any other document or security;

          (vii) any unenforceability, illegality, invalidity or non-provability
     of any obligation of any person under any Financing Agreement or any other
     document or security;

          (viii) any insolvency or similar proceedings;

          (ix) notice of acceptance of this Subsidiary Guarantee Agreement;

          (x) notice of any purchase of the Notes under this Agreement, or the
     creation, existence or acquisition of any of the Guaranteed Obligations,
     subject to such Subsidiary Guarantor's right to make inquiry of each holder
     of Notes to ascertain the amount of the Guaranteed Obligations at any
     reasonable time;

          (xi) notice of the amount of the Guaranteed Obligations, subject to
     such Subsidiary Guarantor's right to make inquiry of each holder of Notes
     to ascertain the amount of the Guaranteed Obligations at any reasonable
     time;


                                      -53-

<PAGE>

          (xii) all other notices and demands to which such Subsidiary Guarantor
     might otherwise be entitled;

          (xiii) the defense of the "single action" rule or any similar right or
     protection, and the right by statute or otherwise to require any holder of
     Notes to institute suit against the Company or to exhaust its rights and
     remedies against the Company, the Subsidiary Guarantor being bound to the
     payment of each and all Guaranteed Obligations, whether now existing or
     hereafter accruing, as fully as if such Guaranteed Obligations were
     directly owing to the holders of Notes by such Subsidiary Guarantor; and

          (xiv) any other defense which the Subsidiary Guarantor may have to the
     full and complete performance of its obligations hereunder.

     (b) Each Spanish Obligor waives any right of exclusion, order or division
(beneficios de excusion, orden y division) under Article 1830 et seq. of the
Spanish Civil Code.

     Section 23.5. Immediate Recourse. (a) Each Subsidiary Guarantor waives any
right it may have of first requiring any holder of Notes (or any trustee or
agent on its behalf) to proceed against or enforce any other right or security
or claim payment from any person before claiming from that Subsidiary Guarantor
under this Section 23.

     (b) This waiver applies irrespective of any law or any provision of a
Financing Agreement to the contrary.

     Section 23.6. Appropriations. Until all amounts which may be or become
payable by the Obligors under or in connection with the Financing Agreements
have been irrevocably paid in full, each holder of Notes (or any trustee or
agent on its behalf) may without affecting the liability of any Subsidiary
Guarantor under this Section 23:

          (a) (i) refrain from applying or enforcing any other moneys, security
     or rights held or received by that holder of Notes (or any trustee or agent
     on its behalf) against those amounts; or

               (ii) apply and enforce them in such manner and order as it sees
          fit (whether against those amounts or otherwise); and

          (b) hold in an interest-bearing suspense account any moneys received
     from any Subsidiary Guarantor or on account of that Subsidiary Guarantor's
     liability under this Section 23.

Section 23.7. Non-competition. Unless:

          (a) all amounts which may be or become payable by the Obligors under
     or in connection with the Financing Agreements have been irrevocably paid
     in full; or

          (b) the Required Holders, acting reasonably, otherwise direct,


                                      -54-

<PAGE>

     no Subsidiary Guarantor will, after a claim has been made or by virtue of
     any payment or performance by it under this Section 23:

               (i) be subrogated to any rights, security or moneys held,
          received or receivable by any holder of Notes (or any trustee or agent
          on its behalf);

               (ii) be entitled to any right of contribution or indemnity in
          respect of any payment made or moneys received on account of that
          Subsidiary Guarantor's liability under this Section 23;

               (iii) claim, rank, prove or vote as a creditor of any Obligor or
          its estate in competition with any holder of Notes (or any trustee or
          agent on its behalf); or

               (iv) receive, claim or have the benefit of any payment,
          distribution or security from or on account of any Obligor, or
          exercise any right of set-off as against any Obligor.

Each Subsidiary Guarantor must hold in trust for and immediately pay or transfer
to the holders on a pro rata basis any payment or distribution or benefit of
security received by it contrary to this Section 23 or in accordance with any
directions given by the Required Holders under this Section 23.

     Section 23.8. Release of Subsidiary Guarantors' Right of Contribution. If
any Subsidiary Guarantor ceases to be a Subsidiary Guarantor in accordance with
the terms of the Financing Agreements for the purposes of any sale or other
disposal of that Subsidiary Guarantor:

          (a) that Subsidiary Guarantor will be released by each other
     Subsidiary Guarantor from any liability whatsoever to make a contribution
     to any other Subsidiary Guarantor arising by reason of the performance by
     any other Subsidiary Guarantor of its obligations under the Financing
     Agreements; and

          (b) each other Subsidiary Guarantor will waive any rights it may have
     by reason of the performance of its obligations under the Financing
     Agreements to take the benefit (in whole or in part and whether by way of
     subrogation or otherwise) of any right of any holder of Notes under any
     Financing Agreement or of any other security taken under, or in connection
     with, any Financing Agreement where the rights or security are granted by
     or in relation to the assets of the retiring Subsidiary Guarantor.

     Section 23.9. Releases. Each Subsidiary Guarantor consents and agrees that,
without notice to or by such Subsidiary Guarantor and without impairing,
releasing, abating, deferring, suspending, reducing, terminating or otherwise
affecting the obligations of such Subsidiary Guarantor hereunder, each holder of
Notes, in the manner provided herein, by action or inaction, may:

          (a) compromise or settle, renew or extend the period of duration or
     the time for the payment, or discharge the performance of, or may refuse
     to, or otherwise not,


                                      -55-

<PAGE>

     enforce, or may, by action or inaction, release all or any one or more
     parties to, this Agreement;

          (b) assign, sell or transfer, or otherwise dispose of, any one or more
     of the Notes;

          (c) grant waivers, extensions, consents and other indulgences to the
     Company in respect of this Agreement or the Notes;

          (d) amend, modify or supplement in any manner and at any time (or from
     time to time) this Agreement or the Notes including, without limitation, by
     any increase in the principal amount of any Notes or any change in interest
     rates or make-whole or swap breakage determinations;

          (e) release or substitute any one or more of the endorsers or
     guarantors of the Guaranteed Obligations whether parties hereto or not;

          (f) sell, exchange, release or surrender any property at any time
     pledged or granted by the Company or any Subsidiary Guarantor as security
     in respect of the Guaranteed Obligations in accordance with the agreement
     or instrument granting any such security;

          (g) exchange, enforce, waive, or release, by action or inaction, any
     security for the Guaranteed Obligations or any other guarantee of any of
     the Notes; and

          (h) do any other act or event which could have the effect of releasing
     the Subsidiary Guarantor from the full and complete performance of its
     obligations hereunder.

     Section 23.10. Marshaling. Each Subsidiary Guarantor consents and agrees
that:

          (a) each holder of Notes shall be under no obligation to marshal any
     assets in favor of any Subsidiary Guarantor or against or in payment of any
     or all of the Guaranteed Obligations; and

          (b) to the extent the Company makes a payment or payments to any
     holder of Notes, which payment or payments or any part thereof are
     subsequently invalidated, declared to be fraudulent or preferential, set
     aside, or required, for any of the foregoing reasons or for any other
     reason, to be repaid or paid over to a custodian, trustee, receiver, or any
     other party under any bankruptcy law, common law, or equitable cause, then
     to the extent of such payment or repayment, the obligation or part thereof
     intended to be satisfied thereby shall be revived and continued in full
     force and effect as if said payment or payments had not been made and each
     Subsidiary Guarantor shall be primarily liable for such obligation.


                                      -56-

<PAGE>

     Section 23.11. Liability. Each Subsidiary Guarantor agrees that the
liability of each Subsidiary Guarantor in respect of this Section 23 shall be
immediate, and shall not be contingent upon the exercise or enforcement by any
holder of Notes of whatever remedies such holder may have against the Company or
the enforcement of any Lien or realization upon any security such holder may at
any time possess.

     Section 23.12. Character of Obligation. The Guaranty set forth in this
Section 23 is a primary and original obligation of each Subsidiary Guarantor and
is an absolute, unconditional, continuing and irrevocable guarantee of payment
and performance (and not of collectibility) and shall remain in full force and
effect until the full, final and indefeasible payment in cash of the Guaranteed
Obligations without respect to future changes in conditions.

     The obligations of each Subsidiary Guarantor under this Subsidiary
Guarantee Agreement and the rights of the holders of Notes to enforce such
obligations by any proceedings, whether by action at law, suit in equity or
otherwise, shall not be subject to any reduction, limitation, impairment or
termination, whether by reason of any claim of any character whatsoever or
otherwise, including, without limitation, claims of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense, set-off,
counterclaim, recoupment or termination whatsoever.

     Without limiting the generality of the foregoing, the obligations of each
Subsidiary Guarantor hereunder shall not be discharged or impaired or otherwise
affected by:

          (a) any default, failure or delay, willful or otherwise, in the
     performance by any Obligor of any obligations of any kind or character
     whatsoever of such Obligor;

          (b) any creditors' rights, bankruptcy, receivership or other
     insolvency proceeding of any Obligor or any other Person or in respect of
     the property of any Obligor or any other Person or any merger,
     consolidation, reorganization, dissolution, liquidation or winding up of
     any Obligor or any other Person;

          (c) impossibility or illegality of performance on the part of any
     Obligor of its obligations under any Financing Agreement or any other
     instruments or agreements;

          (d) the validity or enforceability of any Financing Agreement or any
     other instruments or agreements;

          (e) in respect of any Obligor or any other Person, any change of
     circumstances, whether or not foreseen or foreseeable, whether or not
     imputable to any Obligor or any other Person, or other impossibility of
     performance through fire, explosion, accident, labor disturbance, floods,
     droughts, embargoes, wars (whether or not declared), civil commotions, acts
     of terrorism, acts of God or the public enemy, delays or failure of
     suppliers or carriers, inability to obtain materials, action of any federal
     or state regulatory body or agency, change of law or any other causes
     affecting performance, or any other force majeure, whether or not beyond
     the control of any Obligor or any other Person and whether or not of the
     kind hereinbefore specified;


                                      -57-

<PAGE>

          (f) any attachment, claim, demand, charge, lien, order, process,
     encumbrance or any other happening or event or reason, similar or
     dissimilar to the foregoing, or any withholding or diminution at the
     source, by reason of any taxes, assessments, expenses, debt, obligations or
     liabilities of any charter, foreseen or unforeseen, and whether or not
     valid, incurred by or against any Person, or any claims, demands, charges
     or Liens of any nature, foreseen or unforeseen, incurred by any Person, or
     against any sums payable under any Financing Agreement, so that such sums
     would be rendered inadequate or would be unavailable to make the payments
     herein provided;

          (g) any order, judgment, decree, law, ruling or regulation (whether or
     not valid) of any court of any nation or of any political subdivision
     thereof or any body, agency, department, official or administrative or
     regulatory agency of any thereof or any other action, happening, event or
     reason whatsoever which shall delay, interfere with, hinder or prevent, or
     in any way adversely affect, the performance by any party of its respective
     obligations under any instruments; or

          (h) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, any Subsidiary Guarantor in respect of the
     obligations of any Subsidiary Guarantor under this Subsidiary Guarantee
     Agreement.

     Section 23.13. Election to Perform Obligations. Any election by any
Subsidiary Guarantor to pay or otherwise perform any of the obligations of any
Obligor under any Financing Agreement, whether pursuant to this Section 23 or
otherwise, shall not release such Obligor from such obligations (except to the
extent such obligation is indefeasibly paid or performed) or any of such
Obligor's other obligations under this Agreement.

     Section 23.14. No Election. Each holder of Notes shall have the right to
seek recourse against each Subsidiary Guarantor to the fullest extent provided
for in this Section 23 and elsewhere as provided in this Agreement, and against
the Company, to the full extent provided for in this Agreement. Each Subsidiary
Guarantor hereby acknowledges that it has other undertakings in this Agreement
and running in favor of each of the holders of Notes that are separate and apart
from its obligations under this Section 23. No election to proceed in one form
of action or proceeding, or against any party, or on any obligation, shall
constitute a waiver of the right of such holder of Notes to proceed in any other
form of action or proceeding or against other parties unless such holder of
Notes has expressly waived such right in writing. Specifically, but without
limiting the generality of the foregoing, no action or proceeding by any holder
of Notes against the Company or any Subsidiary Guarantor under any document or
instrument evidencing obligations of the Company or such Subsidiary Guarantor to
such holder of Notes shall serve to diminish the liability of such Subsidiary
Guarantor under this Agreement (including, without limitation, this Section 23)
except to the extent that such holder of Notes finally and unconditionally shall
have realized payment of the Guaranteed Obligations by such action or
proceeding, notwithstanding the effect of any such action or proceeding upon
such Subsidiary Guarantor's right of subrogation against the Company.

     Section 23.15. Severability. Each of the rights and remedies granted under
this Section 23 to the holder of Notes in respect of the Notes held by such
holder may be exercised by such


                                      -58-

<PAGE>

holder without notice by such holder to, or the consent of or any other action
by, any other holder of Notes.

     Section 23.16. Other Enforcement Rights. Each holder of Notes may proceed
to protect and enforce the Subsidiary Guarantee Agreement under this Section 23
by suit or suits or proceedings in equity, at law or in bankruptcy, and whether
for the specific performance of any covenant or agreement contained in this
Section 23 or in execution or aid of any power herein granted or for the
recovery of judgment for or in respect of the Guaranteed Obligations or for the
enforcement of any other proper, legal or equitable remedy available under
applicable law.

     Section 23.17. Restoration of Rights and Remedies. If any holder of Notes
shall have instituted any proceeding to enforce any right or remedy in this
Section 23 and such proceeding shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to such holder, then and in
every such case each such holder, the Company and each Subsidiary Guarantor
shall, except as may be limited or affected by any determination in such
proceeding, be restored severally and respectively to their respective former
positions hereunder and thereunder, and thereafter the rights and remedies of
such holder shall continue as though no such proceeding had been instituted.

     Section 23.18. Survival. So long as the Guaranteed Obligations shall not
have been fully and finally performed and indefeasibly paid, the obligations of
each Subsidiary Guarantor under this Section 23 shall survive the transfer and
payment of any Note and the payment in full of all the Notes.

     Section 23.19. Miscellaneous. So long as the Guaranteed Obligations owed by
the Company shall not have been fully and finally performed and indefeasibly
paid, each Subsidiary Guarantor (to the fullest extent that it may lawfully do
so) expressly waives any claim of any nature arising out of any right of
indemnity, contribution, reimbursement or any similar right in respect of any
payment made by such Subsidiary Guarantor on or with respect to such Guaranteed
Obligations under this Section 23 or in connection with this Section 23 or
otherwise, or any claim of subrogation arising with respect to any such payment
made under this Section 23 or otherwise, against any Obligor or the estate of
such Obligor (including Liens on the property of such Obligor or the estate of
such Obligor), in each case if, and for so long as, such Obligor is the subject
of any proceeding brought under any bankruptcy, reorganization, arrangement,
insolvency, administration, readjustment of debt, dissolution or liquidation law
of any jurisdiction, whether now or hereafter in effect, and further agrees that
it will not file any claims against such Obligor or the estate of such Obligor
in the course of such proceeding in respect of the rights referred to in this
Section 23, and further agrees that each holder of Notes may specifically
enforce the provisions of this Section 23. This clause creates a promise which
is intended to create obligations enforceable at the suit of each holder of
Notes.

     If an Event of Default exists, then the holders of Notes shall have the
right to declare all of the Guaranteed Obligations to be, and such Guaranteed
Obligations shall thereupon become, forthwith due and payable, without any
presentment, demand, protest or other notice of any kind, all of which have been
expressly waived by the Company and the Subsidiary Guarantors, and
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such


                                      -59-

<PAGE>

Guaranteed Obligations from becoming automatically due and payable) as against
the Company. In any such event, the holders of Notes shall have immediate
recourse to such Subsidiary Guarantor to the fullest extent set forth herein.

     Section 23.20. Limitation. Anything herein or in the Notes to the contrary
notwithstanding, the liability of each Subsidiary Guarantor under this Agreement
shall in no event exceed an amount equal to the maximum amount which can be
legally guaranteed by such Subsidiary Guarantor under applicable laws relating
to the insolvency of debtors and fraudulent conveyance.

     Section 23.21. Written Notice. Notwithstanding any other provision of this
Section 23, in the event of any acceleration of the Notes in accordance with the
provisions of Section 12 hereof, any requirement of written notice to, or demand
of, the Subsidiary Guarantors pursuant to this Section 23 shall be deemed
automatically satisfied upon such acceleration without further action on the
part of any holder (notwithstanding any stay, injunction or other prohibition
preventing any notice, demand or acceleration).

     Section 23.22. Unenforceability of Obligations. As a separate and
continuing undertaking, each Subsidiary Guarantor unconditionally and
irrevocably undertakes to each holder of Notes that, should any Guaranteed
Obligations not be recoverable against such Subsidiary Guarantor under this
Subsidiary Guarantee Agreement on the footing of a guarantee for any reason,
including, without limitation, a provision of this Subsidiary Guarantee
Agreement or an obligation (or purported obligation) of any Obligor to pay any
Guaranteed Obligation being or becoming void, voidable, unenforceable or
otherwise invalid, and whether or not that reason is or was known to any holder
of Notes, and whether or not that reason is:

          (a) a defect in or lack of powers affecting any Obligor, or the
     irregular exercise of those powers; or

          (b) a defect in or lack of authority by a Person purporting to act on
     behalf of any Obligor; or

          (c) a dissolution, change in status, constitution or control,
     reconstruction or reorganization of any Obligor (or the commencement of
     steps to effect the same),

then such Subsidiary Guarantor will, as a separate and additional obligation
under this Subsidiary Guarantee Agreement, indemnify the holder of Notes
concerned immediately on demand against the amount which such holder would
otherwise have been able to recover (on a full indemnity basis). In this
subsection 23.22 the expression "Guaranteed Obligations" includes any
Indebtedness which would have been included in that expression but for anything
referred to in this clause.

     Section 23.23. Contribution. To the extent of any payments made under this
Subsidiary Guarantee Agreement, each Subsidiary Guarantor making such payment
shall have a right of contribution from the other Subsidiary Guarantors, but
such Subsidiary Guarantor covenants and agrees that such right of contribution
shall be subordinate in right of payment to the rights of the


                                      -60-
<PAGE>

holders of the Notes for which full payment has not been made or provided for
and, to that end, such Subsidiary Guarantor agrees not to claim or enforce any
such right of contribution unless and until all of the Notes and all other sums
due and payable under the Note Purchase Agreement have been fully and
irrevocably paid and discharged.

     Section 23.24. Additional Security. This guarantee is in addition to and is
not in any way prejudiced by any other security now or subsequently held by any
holder of Notes.

     Section 23.25. Limitations - England. This guarantee does not apply to any
liability to the extent it would result in this guarantee constituting unlawful
financial assistance within the meaning of Section 151 of the Companies Act
1985.

     Section 23.26. Limitations - Spain. This guarantee does not apply to any
liability to the extent it would result in this guarantee constituting unlawful
financial assistance under Article 81 of the Spanish Joint Stock Company Law
(Ley de Sociedades Anonimas)and/or under Article 40.5 of the Spanish Private
Limited Companies Law (Sociedad de Responsabilidad Limitada).

     Section 23.27. Limitations - Hong Kong. This guarantee does not apply to
any liability to the extent it would result in this guarantee constituting
unlawful financial assistance within the meaning of Section 47A of the Companies
Ordinance (Cap.32) of the Laws of Hong Kong.

     Section 23.28. Limitations - Germany. (a) Each holder of Notes agrees that
its right to enforce any guarantee or indemnity granted by a Subsidiary
Guarantor incorporated in Germany which is constituted in the form of a limited
partnership (Kommanditgesellschaft) with a limited liability company
(Gesellschaft mit beschrankter Haftung) as general partner (GmbH & Co. KG) or a
limited liability company (Gesellschaft mit beschrankter Haftung GmbH) (each a
"Relevant German Obligor") shall, if and to the extent that such guarantee or
indemnity is an up-stream or cross-stream security which secures liabilities of
the Relevant German Obligor's shareholders or of an affiliated company
(verbundenes Unternehmen) of any such shareholder within the meaning of Section
15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German
Obligor (other than such Relevant German Obligor's Subsidiaries) which are not,
without accounting for the direct and indirect interest of the Relevant German
Obligor in such subsidiary, directly or indirectly, more than 50% owned by any
of the Relevant German Obligor's shareholders), at all times be limited if and
to the extent that (i) the enforcement of the guarantee granted by the Relevant
German Obligor would cause the Relevant German Obligor's, and, in the case of a
GmbH & Co. KG, also such Relevant German Obligor's general partner's, assets
(the calculation of which shall include all items set forth in Section 266(2) A,
B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant
German Obligor's or in the case of a GmbH & Co. KG, such Relevant German
Obligor's general partner's, liabilities (the calculation of which shall take
into account the captions reflected in Section 266(3) B, C (but disregarding,
for the avoidance of doubt, the Relevant German Obligor's liabilities under this
Agreement and D of the German Commercial Code) (the "Net Asset"), being less
than its respective registered share capital (Stammkapital) plus reserves for
its own shares (Rucklage fur eigene Anteile) (the aggregate of the registered
share capital and the shares for its own shares, the "Protected Capital")
(Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German
Obligor's Net Assets (or the Net Assets of its general partner if the Relevant
German Obligor is a


                                      -61-

<PAGE>

GmbH & Co. KG) are already less than its Protected Capital causing such amount
to be further reduced (Vertiefung einer Unterbilanz).

     (b) For the purposes of:

          (i) the amount of any increase after the date of this Agreement of the
     Relevant German Obligor's, or, in the case of a German GmbH & Co. KG, its
     general partner's, registered share capital (1) which has been effected
     without the prior written consent of the Required Holders and which is made
     out of retained earnings (Kapitalerhohug aus Gesellschaftsmitteln) or (2)
     to the extent that it is not fully paid up shall be deducted from the share
     capital; and

          (ii) loans and other contractual liabilities incurred in violation of
     any Financing Agreement shall be disregarded.

     (c) The limitations set out in paragraphs (a) and (b) above shall only
apply if:

          (i) within five (5) Business Days following the receipt of notice of
     enforcement of the guarantee the managing directors of the Relevant German
     Obligor have confirmed in writing to the holders of Notes(A) to what extent
     the guarantee is an up-stream or cross-stream security and (B) the amount
     which cannot be enforced due to it causing the Net Assets of the Relevant
     German Obligor to fall below its stated share capital and such confirmation
     is supported by interim financial statements up to the end of the last
     completed calendar month (the "Management Determination"); or

          (ii) within ten (10) Business Days from the date the Required Holders
     have contested the Management Determination the holders of Notes receive an
     up to date balance sheet drawn-up by a firm of auditors of international
     standard and repute together with a determination of the Net Assets. Such
     balance sheet and determination of Net Assets shall be prepared in
     accordance with accounting principles pursuant to the German Commercial
     Code (Handelsgesetzbuch) and be based on the same principles that were
     applied when establishing the previous year's balance sheet.

     (d) Should the Relevant German Obligor fail to deliver such balance sheets
and/or determinations of the Net Assets within the time periods referred to
above the holders of Notes shall be entitled to enforce the security granted
under this Agreement subject only to paragraphs (a) and (b) above.

     (e) For the avoidance of doubt, nothing in this Agreement shall be
interpreted as a restriction or limitation of:

          (i) the enforcement of the guarantee to the extent such guarantee
     guarantees obligations of a Subsidiary Guarantor incorporated in Germany
     itself or obligations of any of its direct or indirect subsidiaries or


                                      -62-

<PAGE>

          (ii) the enforcement of any claim of any holder of Notes against the
     Company (in such capacity) under this Agreement.

     Section 23.29. Limitations - the Netherlands. The guarantee and indemnities
contained in this Section 23 do not apply to any liability to the extent that
that liability would result in any Subsidiary Guarantor violating any applicable
financial assistance laws.

     Section 23.30. Limitations - France. (a) The obligations and liabilities of
each Subsidiary Guarantor incorporated in France under its guarantee hereunder
shall not include any obligation which if incurred would constitute the
provisions of financial assistance as defined by article L.225-216 of the French
Commercial Code for the subscription, or the acquisition or the refinancing of
the acquisition of its own shares and shall be limited, at any time, to an
amount equal to the aggregate amount of all amounts borrowed directly by that
Subsidiary Guarantor under this Agreement or made available to another Obligor
and on-lent directly or indirectly to that Subsidiary Guarantor.

     (b) Notwithstanding any of the provisions of this Subclause the liability
of each Subsidiary Guarantor incorporated in France for the obligations of the
Obligors which are its direct or indirect subsidiaries shall not be limited and
shall cover all amounts due by such Obligors under the Finance Documents.

     Section 23.31. U.S. Guarantors. (a) In this Subsection:

     "fraudulent transfer law" means any applicable bankruptcy and fraudulent
     transfer and conveyance statute and any related case law of the United
     States of America or any State thereof (including the District of
     Columbia); and

     terms used in this Subsection are to be construed in accordance with the
     fraudulent transfer laws.

     (b) Each U.S. Guarantor acknowledges that:

          (i) it will receive valuable direct or indirect benefits as a result
     of the transactions financed by the Financing Agreements;

          (ii) those benefits will constitute reasonably equivalent value and
     fair consideration for the purpose of any fraudulent transfer law; and

          (iii) each holder of Notes has acted in good faith in connection with
     the guarantee given by that U.S. Guarantor and the transactions
     contemplated by the Financing Agreements.

     (c) Each holder of Notes agrees that each U.S. Guarantor's liability under
this Section 23 is limited so that no obligation of, or transfer by, any U.S.
Guarantor under this Section 23 is subject to avoidance and turnover under any
fraudulent transfer law.


                                      -63-

<PAGE>

     (d) Each U.S. Guarantor represents and warrants to each holder of Notes
that:

          (i) the fair value of its consolidated assets is greater than the
     amount of its liabilities (including disputed, contingent and unliquidated
     liabilities) as such value is established and liabilities evaluated in
     accordance with GAAP;

          (ii) the present fair saleable value of its assets is not less than
     the amount that will be required to pay the probable liability on its or
     their debts as they become absolute and matured;

          (iii) it is able to realize upon its or their assets and pay its or
     their debts and other liabilities (including disputed, contingent and
     unliquidated liabilities) as they mature in the normal course of business;

          (iv) it has not incurred and does not intend to, and does not believe
     that it will, incur debts or liabilities beyond its ability to pay as such
     debts and liabilities mature;

          (v) it is not engaged in business or a transaction, and is not about
     to engage in business or a transaction, for which its property would
     constitute unreasonably small capital; and

          (vi) it has not made a transfer or incurred an obligation under this
     Agreement or any other Financing Agreement with the intent to hinder, delay
     or defraud any of its present or future creditors.

     (e) Each acknowledgement, representation and warranty:

          (i) in Section 23.31(b) is made by each U.S. Guarantor on the date of
     this Agreement;

          (ii) in Section 23.31(d) is made on the date of this Agreement by each
     U.S. Guarantor on an individual basis or in the case of a U.S. Guarantor
     that has Subsidiaries that are also Subsidiary Guarantors, on the basis of
     the consolidated assets and liabilities of that U.S. Guarantor and its
     Subsidiaries that are Subsidiary Guarantors.

          (iii) in this Section 23.31 is deemed to be repeated whenever a
     representation is deemed to by repeated under any Financing Agreement; and

          (iv) in this Section 23.31 is, when repeated, applied to the
     circumstances existing at the time of repetition.

     Section 23.32. Limitation on Pyramid Freight. Under this Section 23.32 the
liability of Pyramid Freight BVI is limited to the aggregate amount generated
from any of its assets not located in South Africa. Notwithstanding any term of
this Section 23.32, nothing in this Section will result in Pyramid Freight,
South Africa being liable to apply assets located in South Africa in respect of
this Agreement.


                                      -64-

<PAGE>

SECTION 24. MISCELLANEOUS.

     Section 24.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement and the other Financing Agreements by or on behalf
of any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of
a Note) whether so expressed or not.

     Section 24.2. Payments Due on Non-Business Days. Anything in this
Agreement, the Notes or in any other Financing Agreement to the contrary
notwithstanding (but without limiting the requirement in Section 8.6 that notice
of any optional prepayment specify a Business Day as the date fixed for such
prepayment), any payment of principal of or Make-Whole Amount or interest on any
Note that is due on a date other than a Business Day shall be made on the next
succeeding Business Day without including the additional days elapsed in the
computation of the interest payable on such next succeeding Business Day;
provided that if the maturity date of any Note is a date other than a Business
Day, the payment otherwise due on such maturity date shall be made on the next
succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.

     Section 24.3. Accounting Terms. All accounting terms used herein or in any
other Financing Agreement which are not expressly defined in this Agreement or
such other Financing Agreement have the meanings respectively given to them in
accordance with GAAP. Except as otherwise specifically provided herein, all
computations made pursuant to this Agreement shall be made in accordance with
GAAP, and all financial statements shall be prepared in accordance with GAAP.

     Section 24.4. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 24.5. Construction, Etc. Each covenant contained herein and in any
other Financing Agreement shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein and in
such other Financing Agreement, so that compliance with any one covenant shall
not (absent such an express contrary provision) be deemed to excuse compliance
with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person.

     For the avoidance of doubt, all Schedules and Exhibits attached to this
Agreement and the other Financing Agreements shall be deemed to be a part hereof
and thereof, as the case may be.

     Section 24.6. Counterparts. This Agreement and the other Financing
Agreements may be executed in any number of counterparts, each of which shall be
an original but all of which


                                      -65-

<PAGE>

together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.

     Section 24.7. Governing Law. This Agreement and (except as otherwise
expressly stated therein) the other Financing Agreements shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of New York excluding choice-of-law principles of the law
of such State that would permit the application of the laws of a jurisdiction
other than such State.

     Section 24.8. Jurisdiction and Process; Waiver of Jury Trial. (a) Each
Obligor irrevocably submits to the non-exclusive jurisdiction of any New York
State or federal court sitting in the Borough of Manhattan, The City of New
York, over any suit, action or proceeding arising out of or relating to this
Agreement, the Notes or any other Financing Agreement. To the fullest extent
permitted by applicable law, each Obligor irrevocably waives and agrees not to
assert, by way of motion, as a defense or otherwise, any claim that it is not
subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

     (b) Each Obligor agrees, to the fullest extent permitted by applicable law,
that a final judgment in any suit, action or proceeding of the nature referred
to in Section 24.8(a) brought in any such court shall be conclusive and binding
upon it subject to rights of appeal, as the case may be, and may be enforced in
the courts of the United States of America or the State of New York (or any
other courts to the jurisdiction of which it or any of its assets is or may be
subject) by a suit upon such judgment.

     (c) Each Obligor consents to process being served by or on behalf of any
holder of a Note in any suit, action or proceeding of the nature referred to in
Section 24.8(a) by mailing a copy thereof by registered or certified or priority
mail, postage prepaid, return receipt requested, or delivering a copy thereof in
the manner for delivery of notices specified in Section 19, to Corporation
Service Company, as its agent for the purpose of accepting service of any
process in the United States. Each Obligor agrees that such service upon receipt
(i) shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and
personal delivery to it. Notices under this Section 24.8 shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United
States Postal Service or any reputable commercial delivery service.

     (d) Nothing in this Section 24.8 shall affect the right of any holder of a
Note to serve process in any manner permitted by law, or limit any right that
the holders of any of the Notes may have to bring proceedings against an Obligor
in the courts of any appropriate jurisdiction or to enforce in any lawful manner
a judgment obtained in one jurisdiction in any other jurisdiction.

     (e) Each Obligor hereby irrevocably appoints Corporation Service Company to
receive for it, and on its behalf, service of process in the United States.


                                      -66-

<PAGE>

     (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON
OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN
CONNECTION HEREWITH OR THEREWITH.

     Section 24.9. Obligation to Make Payment in Dollars. Any payment on account
of an amount that is payable hereunder or under the Notes or under any other
Financing Agreement in Dollars which is made to or for the account of any holder
of Notes in any other currency, whether as a result of any judgment or order or
the enforcement thereof or the realization of any security or the liquidation of
any Obligor, shall constitute a discharge of the obligation of the Obligors
under this Agreement, the Notes or such other Financing Agreements only to the
extent of the amount of Dollars which such holder could purchase in the foreign
exchange markets in London, England, with the amount of such other currency in
accordance with normal banking procedures at the rate of exchange prevailing on
the London Banking Day following receipt of the payment first referred to above.
If the amount of Dollars that could be so purchased is less than the amount of
Dollars originally due to such holder, each Obligor agrees, jointly and
severally, to the fullest extent permitted by law, to indemnify and save
harmless such holder from and against all loss or damage arising out of or as a
result of such deficiency. This indemnity shall, to the fullest extent permitted
by law, constitute an obligation separate and independent from the other
obligations contained in this Agreement, the Notes and the other Financing
Agreements, shall give rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by such holder from time to time
and shall continue in full force and effect notwithstanding any judgment or
order for a liquidated sum in respect of an amount due hereunder, under the
Notes or under the other Financing Agreements or under any judgment or order. As
used herein the term "London Banking Day" shall mean any day other than Saturday
or Sunday or a day on which commercial banks are required or authorized by law
to be closed in London, England.

                                    * * * * *


                                      -67-

<PAGE>

     If you are in agreement with the foregoing, please sign the form of
agreement on a counterpart of this Agreement and return it to the Company,
whereupon this Agreement shall become a binding agreement between you and the
Obligors.

                                        Very truly yours,

                                        UTi WORLDWIDE INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        UTI (U.S.) LOGISTICS HOLDINGS INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI (AUST) PTY LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI AFRICA SERVICES LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UNIGISTIX INC


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI, CANADA, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        COMMERCE CUSTOMS BROKERS AND FREIGHT
                                        FORWARDERS LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        W. J. BONDY CUSTOMS BROKERS LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        AMBASSADOR BROKERAGE LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI FRANCE S.A.R.L.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI DEUTSCHLAND GMBH


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI (HK) LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI NEDERLAND B.V.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        SERVICIOS LOGISTICOS INTEGRADOS SLI,
                                        S.A.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UNION DE SERVICIOS LOGISTICOS
                                        INTEGRADOS, S.A.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI (TAIWAN) LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI WORLDWIDE (UK) LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI, (U.S.) HOLDINGS, INC


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI, UNITED STATES, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        UTI, SERVICES, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI BROKERAGE, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI LOGISTICS, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        VANGUARD CARGO SYSTEMS, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI, INTEGRATED LOGISTICS, INC.,


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        MARKET INDUSTRIES, LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        MARKET TRANSPORT, LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        TRIPLE EXPRESS, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        IN TRANSIT, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        MARKET LOGISTICS SERVICES, LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        MARKET LOGISTICS BROKERAGE, LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        SAMMONS TRANSPORTATION, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        LAKE STATES TRUCKING, INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UNITED EXPRESS, LTD.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        AFRICAN INVESTMENTS B.V.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI ASIA PACIFIC LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        GODDARD COMPANY LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI INTERNATIONAL INC.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

                                        UTI (N.A.) HOLDINGS N.V.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        UTI (NETHERLANDS) HOLDINGS B.V.


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory


                                        PYRAMID FREIGHT (PROPRIETARY) LIMITED


                                        By /s/ Gerhard Bosua
                                        ----------------------------------------
                                        Authorized Signatory

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        PRINCIPAL LIFE INSURANCE COMPANY,
                                        ON BEHALF OF ONE OR MORE SEPARATE
                                        ACCOUNTS

                                        By: Principal Global Investors, LLC, a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ Debra Svoboda EPP
                                           -------------------------------------
                                        Name: Debra Svoboda EPP
                                        Title: Counsel


                                        By /s/ Christopher J. Henderson
                                           -------------------------------------
                                        Name: Christopher J. Henderson
                                        Title: Vice President & Senior
                                               Investment Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        PRINCIPAL LIFE INSURANCE COMPANY

                                        By: Principal Global Investors, LLC, a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ Debra Svoboda EPP
                                           -------------------------------------
                                        Name: Debra Svoboda EPP
                                        Title: Counsel


                                        By /s/ Christopher J. Henderson
                                           -------------------------------------
                                        Name: Christopher J. Henderson
                                        Title: Vice President & Senior
                                               Investment Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        RGA REINSURANCE COMPANY, a Missouri
                                        corporation

                                        By: Principal Global Investors, LLC, a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ Colin Pennycooke
                                           -------------------------------------
                                        Name: Colin Pennycooke
                                        Title: Counsel


                                        By /s/ Christopher J. Henderson
                                           -------------------------------------
                                        Name: Christopher J. Henderson
                                        Title: Vice President & Senior
                                               Investment Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        AVIVA LIFE INSURANCE COMPANY

                                        By: Principal Global Investors, LLC, a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ Joellen J. Watts
                                           -------------------------------------
                                        Name: Joellen J. Watts
                                        Title: Counsel


                                        By /s/ James C. Fifield
                                           -------------------------------------
                                        Name: James C. Fifield
                                        Title: Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        THE BANK OF NEW YORK, as trustee for the
                                        Scottish Re (U.S.), Inc. and Security
                                        Life of Denver Insurance Company
                                        Security Trust by agreement dated
                                        December 31, 2004

                                        By: Principal Global Investors, LLC, a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ Colin Pennycooke
                                           -------------------------------------
                                        Name: Colin Pennycooke
                                        Title: Counsel


                                        By /s/ Debra Svoboda EPP
                                           -------------------------------------
                                        Name: Debra Svoboda EPP
                                        Title: Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        VANTISLIFE INSURANCE COMPANY, a
                                        Connecticut company

                                        By: Principal Global Investors, LLC a
                                            Delaware limited liability company,
                                            its authorized signatory


                                        By /s/ L.M. Valentine
                                           -------------------------------------
                                        Name: L. M. Valentine
                                        Title: Vice President & Senior
                                               Investment Counsel


                                        By /s/ Karen A. Pearston
                                           -------------------------------------
                                        Name: Karen A. Pearston
                                        Title: Second Vice President & Counsel

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        METROPOLITAN LIFE INSURANCE COMPANY


                                        By /s/ Judith A. Gulotta
                                           -------------------------------------
                                        Name: Judith A. Gulotta
                                        Title: Director

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        GATEWAY RECOVERY TRUST

                                        By: Prudential Investment Management,
                                            Inc., as Asset Manager


                                        By /s/ Mathew Douglass
                                           -------------------------------------
                                        Name: Mathew Douglass
                                        Title: Vice President

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        PRUDENTIAL RETIREMENT INSURANCE AND
                                        ANNUITY COMPANY

                                        By: Prudential Investment Management,
                                            Inc., as investment manager


                                        By /s/ Mathew Douglass
                                           -------------------------------------
                                        Name: Mathew Douglass
                                        Title: Vice President

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        THE PRUDENTIAL INSURANCE COMPANY OF
                                        AMERICA


                                        By /s/ Mathew Douglass
                                           -------------------------------------
                                        Name: Mathew Douglass
                                        Title: Vice President

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                        COMPANY


                                        By /s/ Howard Stern
                                           -------------------------------------
                                        Name: Howard Stern
                                        Its Authorized Representative

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        CONNECTICUT GENERAL LIFE INSURANCE
                                        COMPANY

                                        By: CIGNA Investments, Inc. (authorized
                                            agent)


                                        By /s/ Leonard Mazlish
                                           -------------------------------------
                                        Name: Leonard Mazlish
                                        Title: Managing Director

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        LIFE INSURANCE COMPANY OF NORTH AMERICA

                                        By: CIGNA Investments, Inc. (authorized
                                            agent)


                                        By /s/ Leonard Mazlish
                                           -------------------------------------
                                        Name: Leonard Mazlish
                                        Title: Vice President

<PAGE>

     This Agreement is hereby accepted and agreed to as of the date thereof.

                                        GENWORTH LIFE INSURANCE COMPANY


                                        By /s/ Stephen DeMotto
                                           -------------------------------------
                                        Name: Stephen DeMotto
                                        Title: Investment Officer
<PAGE>

This Agreement is hereby accepted and agreed to as of the date thereof.

                                        MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY


                                        By: Babson Capital Management LLC as
                                            Investment Adviser


                                        By /s/ Mark A. Ahmed
                                           -------------------------------------
                                        Name: Mark A. Ahmed
                                        Title: Managing Director

<PAGE>

This Agreement is hereby accepted and agreed to as of the date thereof.

                                        IDS LIFE INSURANCE COMPANY


                                        By /s/ Thomas W. Murphy
                                           -------------------------------------
                                        Name: Thomas. W. Murphy
                                        Title: Vice President - Investments

<PAGE>

                                  DEFINED TERMS

     As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

     "action" taken in connection with insolvency proceedings includes a Dutch
entity having filed a notice under Section 36 of the Tax Collection Act of the
Netherlands (Invorderingswet 1990) or Section 16d of the Social Insurance
Co-ordination Act of the Netherlands (Coordinatiewet Sociale Verzekeringen);

     "Additional Guarantor" is defined in Section 9.10.

     "Affiliate" means, at any time, and with respect to any Person, any other
Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and, with respect to any Obligor, shall include any Person
beneficially owning or holding, directly or indirectly, 10% or more of any class
of voting or equity interests of such Obligor or any Subsidiary or any
corporation of which such Obligor and its Subsidiaries beneficially own or hold,
in the aggregate, directly or indirectly, 10% or more of any class of voting or
equity interests. As used in this definition, "Control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. Unless the context otherwise clearly
requires, any reference to an "Affiliate" is a reference to an Affiliate of the
Company.

     "Anti-Terrorism Order" means Executive Order No. 13,224 of September 24,
2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended.

     "Applicable Jurisdiction" means the British Virgin Islands, Australia,
Canada, France, Germany, Hong Kong, the Netherlands, the Netherlands Antilles,
Spain, Taiwan and the United Kingdom.

     "Business Day" means (a) for the purposes of Section 8.8 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in New York, New York or British Virgin Islands
are required or authorized to be closed.

     "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "CASS" means the Cargo Air Settlement System of Cargo Network Services
Corp., a Subsidiary of the International Air Transport Association.

<PAGE>

     "CASS Agreement" means that certain Cargo Agency and Authorized
Intermediary Agreement, dated 31st December, 2001 between The Cargo Network
Services Corporation and UTi, United States, Inc.

     "Cession in Security Agreement" means the cession in security agreement
between Pyramid Freight, South Africa and Nedbank Limited to secure the
obligations of members of the South African Group under the South African
Facility.

     "Change of Control" means any of the following events or circumstances:

          (i) if any person (as such term is used in section 13(d) and section
     14(d)(2) of the Exchange Act as in effect on the date of the Closing) or
     related persons constituting a group (as such term is used in Rule 13d-5
     under the Exchange Act), become the "beneficial owners" (as such term is
     used in Rule 13d-3 under the Exchange Act as in effect on the date of the
     Closing), directly or indirectly, of more than 50% of the total voting
     power of all classes then outstanding of the Company's voting stock, or

          (ii) the acquisition after the date of the Closing by any person (as
     such term is used in section 13(d) and section 14(d)(2) of the Exchange Act
     as in effect on the date of the Closing) or related persons constituting a
     group (as such term is used in Rule 13d-5 under the Exchange Act as in
     effect on the date of the Closing) of (i) the power to elect, appoint or
     cause the election or appointment of at least a majority of the members of
     the board of directors of the Company, through beneficial ownership of the
     capital stock of the Company or otherwise, or (ii) all or substantially all
     of the properties and assets of the Company, or

          (iii) a disposal of a material part of the Group.

     "Closing" is defined in Section 3.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

     "Company" means UTi Worldwide Inc., an international business company
incorporated under the laws of the British Virgin Islands with IBC No. 141257 or
any successor that becomes such in the manner prescribed in Section 10.7.

     "composition, assignment or similar arrangement with any creditor" where it
relates to a French Obligor includes a redressement judiciaire, cession totale
de l'enterprise or liquidation judiciaire or a procedure de sauvegade unde Livre
Sixiene of the French Commercial Code.

     "Confidential Information" is defined in Section 21.

     "Consolidated EBITDA" means the consolidated net Pre-taxation Profits of
the Group for a Measurement Period:

<PAGE>

          (a) including the net Pre-taxation Profits of a member of the Group or
     business or assets acquired by a member of the Group during that
     Measurement Period for the part of that Measurement Period when it was not
     a member of the Group and/or the business or assets were not owned by a
     member of the Group; but

          (b) excluding the net Pre-taxation Profits attributable to any member
     of the Group or to any business or assets sold during that Measurement
     Period,

     and all as adjusted by:

               (i) adding back Consolidated Interest Payable;

               (ii) taking no account of any extraordinary item (or any
          exceptional items); and

               (iii) adding back depreciation and amortization.

     "Consolidated Interest Payable" means all interest and other financing
charges (whether, in each case, paid, payable or capitalized) incurred by the
Group during a Measurement Period.

     "Consolidated Net Worth" means at any time the aggregate of:

          (a) the amount paid up or credited as paid up on the issued share
     capital of the Company; and

          (b) the net amount standing to the credit (or debit) of the
     consolidated reserves of the Group,

based on the latest published consolidated balance sheet of the Company (the
"latest balance sheet") but adjusted by:

          (i) deducting any amount attributable to any mandatorily redeemable
     preference shares redeemable before the Final Maturity Date;

          (ii) deducting any dividend or other distribution proposed, declared
     or made by the Company (except to the extent it has been taken into account
     in the latest balance sheet); and

          (iii) deducting any amount attributable to an upward revaluation of
     assets after the date of the Original Financial Statements or, in the case
     of assets of a company which becomes a member of the Group after that date,
     the date on which that company becomes a member of the Group.

     "Consolidated Total Assets" means, at any time, the total assets of the
Group as of such time determined in accordance with GAAP, after eliminating all
amounts properly attributable to minority interests, if any, in the stock and
surplus of Subsidiaries.

<PAGE>

     "Consolidated Total Borrowings" means, in respect of the Group, at any time
the aggregate of the following liabilities:

          (a) any moneys borrowed;

          (b) any acceptance under any acceptance credit (including any
     dematerialised equivalent);

          (c) any bond, note, debenture, loan stock or other similar instrument;

          (d) any Indebtedness under a finance lease or Capital Lease;

          (e) any moneys owing in connection with the sale or discounting of
     receivables (except to the extent that there is no recourse);

          (f) any amounts attributable to any redeemable preference shares which
     are redeemable before the Final Maturity Date;

          (g) any obligation arising from any deferred payment agreements
     arranged primarily as a method of raising finance or financing the
     acquisition of an asset (excluding the U.S.$70,000,000 (or its equivalent)
     earn out arrangement in connection with the acquisition of Grupo SLi and
     Union S.L.).

          (h) any Indebtedness arising in connection with any other transaction
     (including any forward sale or purchase agreement) which has the commercial
     effect of a borrowing;

          (i) any counter-indemnity obligation in respect of any guarantee,
     indemnity, bond, letter of credit or any other instrument issued by a bank
     or financial institution (but excluding the amount of any letter of credit
     issued in respect of a Local Working Capital Facility); and

          (j) any obligation of any person of a type referred to in the above
     paragraphs which is the subject of a Guaranty, indemnity or similar
     assurance against financial loss given by a member of the Group.

     "Consolidated Total Capitalization" means, at any time, the sum of (i)
Consolidated Net Worth and (ii) Consolidated Total Borrowings.

     "Credit Agreement" means the Agreement dated July 13, 2006 for the Company
and other obligors parties thereto arranged by ABN Amro Bank N.V. and LaSalle
Bank National Association with ABN Amro Bank N.V. as Global Facility Agent among
others as it relates to the Global Facility (as defined therein) (but excluding
the provisions that relate to the South African Facility) as such Agreement is
amended, modified, replaced or refinanced from time to time and Credit Agreement
shall also mean any subsequent credit agreement entered into by the Company,
which is similar to the Credit Agreement.

<PAGE>

     "Default" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

     "Default Rate" means that rate of interest that is the greater of (i) 2%
per annum above the rate of interest stated in clause (a) of the first paragraph
of the Notes and (ii) 2% per annum over the rate of interest publicly announced
by ABN Amro Bank NA in New York, New York as its "base" or "prime" rate.

     "disposal" where it relates to a German Obligor includes:

          (i) the entry into an agreement upon a priority notice
     (Auflassungsvormerkung);

          (ii) an agreement on the transfer of title to a property (Auflassung);
     and

          (iii) the partition of its ownership in a property
     (Grundstucksteilung).

     "Disposition" is defined in Section 10.8.

     "Disposition Prepayment Date" is defined in Section 8.9.

     "Disposition Response Date" is defined in Section 8.9.

     "Distribution" includes if a member of the Group (i) declares, makes or
pays any dividend (or interest on any unpaid dividend), charge, fee or other
distribution (whether in cash or in kind) on or in respect of its share capital
(or any class of its share capital); (ii) repays or distributes any dividend or
share premium reserve; or (iii) pays or allows any member of the Group to pay
any management, advisory or other fee to or to the order of the shareholders of
the Company.

     "Dollars" or "$" or "U.S.$" means lawful money of the United States of
America.

     "duly authorized" where it relates to a Dutch Obligor, includes without
limitation:

          (i) any action required to comply with the Works Councils Act of the
     Netherlands (Wet op de ondernemingsraden); and

          (ii) obtaining an unconditional positive advice (advies) from the
     competent works council(s).

     "Dutch Civil Code" means the Burgerlijk Wetboek.

     "Dutch Obligor" means an Obligor incorporated or formed in the Netherlands.

     "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants,

<PAGE>

franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to Hazardous
Materials.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single employer together with any Obligor under section 414
of the Code.

     "Event of Default" is defined in Section 11.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Financing Agreements" means the Notes, this Agreement and the Subsidiary
Guarantee Agreement in each case, as amended, restated, modified or supplemented
from time to time.

     "Final Maturity Date" means July 13, 2011.

     "financial assistance" where it relates to a Dutch Obligor means any act
contemplated by:

          (i) (for a besloten vennootschap) Article 2:207(c) of the Dutch Civil
     Code; or

          (ii) (for a naamloze vennootschap) Article 2:98(c) of the Dutch Civil
     Code.

     "Form 10-K" is defined in Section 7.1(b).

     "Form 10-Q" is defined in Section 7.1(a).

     "French Commercial Code" means the Code de Commerce.

     "French Obligor" means an Obligor incorporated or formed in France.

     "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States.

     "Governmental Authority" means

          (a) the government of

               (i) the United States of America or any Applicable Jurisdiction
          or any State or other political subdivision of either thereof, or

<PAGE>

               (ii) any other jurisdiction in which any Obligor or any
          Subsidiary conducts all or any part of its business, or which asserts
          jurisdiction over any properties of any Obligor or any Subsidiary, or

     any entity exercising executive, legislative, judicial, regulatory or
     administrative functions of, or pertaining to, any such government.

     "Gross Assets" means gross assets which are not subject to any Lien.

     "Group" means the Company and its Subsidiaries.

     "guarantee" where it relates to a French Obligor includes any
cautionnement, aval and any garantie which is independent from the debt to which
it relates.

     "Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (a) to purchase such indebtedness or obligation or any property
     constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
     indebtedness or obligation, or (ii) to maintain any working capital or
     other balance sheet condition or any income statement condition of any
     other Person or otherwise to advance or make available funds for the
     purchase or payment of such indebtedness or obligation;

          (c) to lease properties or to purchase properties or services
     primarily for the purpose of assuring the owner of such indebtedness or
     obligation of the ability of any other Person to make payment of the
     indebtedness or obligation; or

          (d) otherwise to assure the owner of such indebtedness or obligation
     against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or other substances that pose a hazard to health and safety, the removal
of which is required or the generation, manufacture, refining, production,
processing, treatment, storage, handling, transportation, transfer, use,
disposal, release, discharge, spillage, seepage or filtration of which is or
shall be restricted, prohibited or penalized by any applicable law, including,
without limitation, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum,

<PAGE>

petroleum products, lead based paint, radon gas or similar restricted,
prohibited or penalized substances.

     "holder" means, with respect to any Note the Person in whose name such Note
is registered in the register maintained by the Company pursuant to Section
14.1.

     "inability to pay its debts" where it relates to a French Obligor includes
that person being in a state of cessation des paiements.

     "inability to pay its debts" where it relates to a German Obligor includes
that person being in a state of Zahlungsunfahigkeit or being overindebted
(Uberschuldung) or being at risk of being unable to pay its debts as they fall
due (drohende Zahlungsunfahigkeit) all within the meaning of Section 17-Section
19 (each inclusive) German Insolvency Code.

     "Indebtedness" with respect to any Person means, at any time, without
duplication,

          (a) its liabilities for borrowed money and its redemption obligations
     in respect of mandatorily redeemable Preferred Stock;

          (b) its liabilities for the deferred purchase price of property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course of business but including all liabilities created or arising under
     any conditional sale or other title retention agreement with respect to any
     such property);

          (c) (i) all liabilities appearing on its balance sheet in accordance
     with GAAP in respect of Capital Leases and (ii) all liabilities which would
     appear on its balance sheet in accordance with GAAP in respect of Synthetic
     Leases assuming such Synthetic Leases were accounted for as Capital Leases;

          (d) all liabilities for borrowed money secured by any Lien with
     respect to any property owned by such Person (whether or not it has assumed
     or otherwise become liable for such liabilities);

          (e) all its liabilities in respect of letters of credit or instruments
     serving a similar function issued or accepted for its account by banks and
     other financial institutions (whether or not representing obligations for
     borrowed money); and

          (f) any Guaranty of such Person with respect to liabilities of a type
     described in any of clauses (a) through (e) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (f) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

     "insolvent" where it relates to a German Obligor includes an imminent
inability to pay debts as they fall due (drohende Zahlungsunfahigkeit) and
overindebtedness (Uberschuldung).

<PAGE>

     "Institutional Investor" means (a) any Purchaser of a Note, (b) any holder
of a Note holding (together with one or more of its affiliates) more than
U.S.$2,000,000 of the aggregate principal amount of the Notes then outstanding,
(c) any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form, and (d) any Related Fund of any holder of any Note.

     "Joinder Agreement" is defined in Section 9.10.

     "Joint Venture" means any joint venture entity, partnership or similar
person, the ownership of or other interest in which does not require any member
of the Group to consolidate the results of such person with their own as a
Subsidiary.

     "lease" where it relates to a French Obligor includes an operation de
credit-bail.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

     "Lien" where it relates to a Dutch Obligor includes any mortgage
(hypotheek), pledge (pandrecht), retention of title arrangement
(eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van
retentie), right to reclaim goods (recht van reclame), and, in general, any
right in rem (beperkte recht), created for the purpose of granting security
(goederenrechtelijk zekerheidsrecht).

     "Lien" where it relates to a French Obligor includes any type of security
(surete reelle) and transfer by way of security.

     "Local Working Capital Facility" means any local working capital facility
entered into by a member of the Group in any jurisdiction under which that
member of the Group is provided with, among other things, bilateral facilities,
cash overdraft, FX hedging facilities and letter of credit and/or guarantee
facilities, in each case, for working capital purposes.

     "Make-Whole Amount" is defined in Section 8.8.

     "Material" means material in relation to the business, operations, affairs,
financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of any Obligor
to perform its obligations under any Financing Agreement, or (c) the validity or
enforceability of any Financing Agreement.

<PAGE>

     "Measurement Period" means a period of 12 months ending on the last day of
a financial quarter year of the Company.

     "Memorandum" is defined in Section 5.3.

     "Modified Make-Whole Amount" is defined in Section 8.8.

     "moratorium" where it relates to a Dutch Obligor includes surseance van
betaling and "granted a moratorium" includes surseance verleend.

     "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such
term is defined in section 4001(a)(3) of ERISA).

     "NAIC" means the National Association of Insurance Commissioners or any
successor thereto.

     "Non-U.S. Plan" means any plan, fund or other similar program that (a) is
established or maintained outside the United States of America by any Obligor or
any Subsidiary primarily for the benefit of employees of such Obligor or one or
more Subsidiaries residing outside the United States of America, which plan,
fund or other similar program provides, or results in, retirement income, a
deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and (b) is not subject to ERISA or the Code.

     "Notes" is defined in Section 1.

     "Obligors" means the Company and the Subsidiary Guarantors.

     "Officer's Certificate" means a certificate of a Senior Financial Officer
or of any other officer of the Company or any other applicable Obligor, as the
context indicates, whose responsibilities extend to the subject matter of such
certificate.

     "Original Financial Statements" means the Form 10-K of the Company for the
fiscal year ended January 31, 2006.

     "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

     "Permitted Earnout Arrangements" is defined in Section 5.15.

     "Permitted Jurisdiction" means (a) the United States of America, (b) the
British Virgin Islands and (c) any other country that on the April 30, 2004 was
a member of the European Union (other than Greece or Turkey).

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, business entity or
Governmental Authority.

<PAGE>

     "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) subject to Title I of ERISA that is or, within the preceding five years,
has been established or maintained, or to which contributions are or, within the
preceding five years, have been made or required to be made, by any Obligor or
any ERISA Affiliate or with respect to which such Obligor or any ERISA Affiliate
may have any liability.

     "Preferred Stock" means any class of capital stock of a Person that is
preferred over any other class of capital stock (or similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such Person.

     "Pre-taxation Profits" means net income adding back minority interest
expense and provision for income tax.

     "Priority Debt" means the sum, without duplication, of (i) Indebtedness of
the Company or any Subsidiary secured by Liens not otherwise permitted by
clauses (a) through (n) of Section 10.5; and (ii) all other Indebtedness of all
Subsidiaries not otherwise permitted pursuant to clauses (a) through (j) of
Section 10.6.

     "property" or "properties" means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.

     "PTE" means a Prohibited Transaction Exemption issued by the Department of
Labor.

     "Purchaser" is defined in the first paragraph of this Agreement.

     "Pyramid Freight" means Pyramid Freight BVI and Pyramid Freight, South
Africa.

     "Pyramid Freight BVI" means Pyramid Freight (Proprietary) Limited a company
incorporated with limited liability in the British Virgin Islands with company
number 530960 (excluding Pyramid Freight, South Africa).

     "Pyramid Freight Debt" means a principal amount not exceeding South African
Rand 898,725,000 owing by Pyramid Freight, South Africa to Pyramid Freight BVI,
and any interest or other liability (actual or contingent) payable in connection
with that amount.

     "Pyramid Freight Loan Agreements" means the Loan Agreements as defined in
the Cession in Security Agreement.

     "Pyramid Freight, South Africa" means Pyramid Freight (Proprietary)
Limited, South Africa branch, a branch of Pyramid Freight BVI with company
number 1987/003687/10 in respect only of its operations in South Africa.

     "Qualified Institutional Buyer" means any Person who is a "qualified
institutional buyer" within the meaning of such term as set forth in Rule
144A(a)(1) under the Securities Act.

<PAGE>

     "receiver" or "administrator" where it relates to a French Obligor includes
an administrateur judiciaire, administrateur provisoire, mandataire ad hoc,
conciliateur and mandataire liquidateur.

     "receiver" or "administrator" where it relates to a German Obligor includes
an Insolvenzverwalter or creditor's trustee (Sachwalter).

     "reconstruction" where it relates to a French Obligor includes any
contribution of part of its business in consideration of shares (apport partiel
d'actifs) and any demerger (scission) implemented in accordance with Articles
L.236-1 to L.236-24 of the French Commercial Code.

     "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

     "Refinancing Indebtedness" means any Refinancing by the Company or any
Subsidiary of the Indebtedness incurred in accordance with Section 10.6 (other
than pursuant to clause (a), (d), (e) or (h) of Section 10.6) in each case that
does not:

          (1) result in an increase in the aggregate principal amount of
     Indebtedness of such Person as of the date of such proposed Refinancing
     (plus the amount of any fees and premium required to be paid under the
     terms of the instrument governing such Indebtedness and plus the amount of
     reasonable expenses incurred by the Company or any Subsidiary Guarantor in
     connection with such Refinancing) (except to the extent such increases are
     otherwise permitted pursuant to Section 10.6(k)); or

          (2) if the Indebtedness being refinanced is Subordinated Indebtedness,
     create Indebtedness with a final maturity earlier than the final maturity
     of the Indebtedness being Refinanced (or, if shorter, the final stated
     maturity of the Notes); provided that (a) if such Subordinated Indebtedness
     being Refinanced is Indebtedness solely of the Company or a Subsidiary
     Guarantor, then such Refinancing Indebtedness shall be Indebtedness solely
     of the Company or such Subsidiary Guarantor and (b) such Refinancing
     Indebtedness shall be subordinate to the Notes or in the case of any
     Subsidiary Guarantor, such Subsidiary Guarantee Agreement, at least to the
     same extent and in the same manner as the Indebtedness being Refinanced.

     "Related Fund" means, with respect to any holder of any Note, any fund or
entity that (a) invests in securities or bank loans, and (b) is advised or
managed by such holder, the same investment advisor as such holder or by an
affiliate of such holder or such investment advisor.

     "reorganization" where it relates to a German Obligor includes any of the
reorganisations mentioned in Section 1 of the Corporate Transformation Act
(Umwandlungsgesetz).

<PAGE>

     "Required Holders" means, at any time, the holders of at least 51% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

     "Responsible Officer" means any Senior Financial Officer and any other
officer or director of the Company or another applicable Obligor, as the context
indicates, with responsibility for the administration of the relevant portion of
this Agreement.

     "SEC" shall mean the Securities and Exchange Commission of the United
States, or any successor thereto.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.

     "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company, or another
applicable Obligor, as the context indicates.

     "Senior Indebtedness" means and includes all Indebtedness of the Company,
or any Subsidiary owing to any Person that is not a Subsidiary or Affiliate and
which is not expressed to be junior or subordinate to any other Indebtedness of
the Company or Subsidiary except for Indebtedness of a member of the South
African Group or Pyramid Freight BVI.

     "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of any Obligor within the meaning of Regulation S-X promulgated
under by the SEC and in any event shall include each Subsidiary Guarantor.

     "South African Facility" means the revolving credit facility dated as of
July 13, 2006 made available to any member of the South African Group as such
agreement is amended, modified, replaced or refinanced from time to time and
shall also mean any subsequent credit facility that is similar to the South
African Facility made available to any member of the South African Group.

     "South African Group" means Pyramid Freight South Africa and each South
African Subsidiary.

     "South African Rand" means the lawful currency of South Africa.

     "South African Subsidiary" means any member of the Group incorporated in
South Africa.

     "South African Subordination Agreement" means Section 25.16 of the Credit
Agreement and any related definitions in the Credit Agreement.

     "Spanish Obligor" means an Obligor incorporated or formed in Spain.

<PAGE>

     "Subordinated Indebtedness" means Indebtedness of the Company or any
Subsidiary Guarantor that is by its express terms subordinated in right of
payment to the Notes or the Guaranty of such Subsidiary Guarantor, as the case
may be.

     "Subsidiary" means, as to any Person, any other Person in which such first
Person or one or more of its Subsidiaries or such first Person and one or more
of its Subsidiaries owns sufficient equity or voting interests to enable it or
them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
second Person, and any partnership or joint venture if more than a 50% interest
in the profits or capital thereof is owned by such first Person or one or more
of its Subsidiaries or such first Person and one or more of its Subsidiaries
(unless such partnership can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its Subsidiaries).
Unless the context otherwise clearly requires, any reference to a "Subsidiary"
is a reference to a Subsidiary of the Company.

     "Subsidiary Guarantee Agreement" means the subsidiary guarantee agreement
contained in Section 23 (and any and all supplements or joinders thereto) and
executed by each Subsidiary Guarantor, as amended, restated, supplemented or
otherwise modified from time to time.

     "Subsidiary Guarantor" means (x):

          (i) UTi (Aust) Pty Limited, ABN 48 006 734 747, a company incorporated
     in Australia,

          (ii) UTi Africa Services Limited, an international business company
     incorporated under the laws of the British Virgin Islands,

          (iii) Unigistix Inc, a corporation formed under the laws of New
     Brunswick,

          (iv) UTi, Canada, Inc., a corporation formed under the laws of Canada,

          (v) Commerce Customs Brokers & Freight Forwarders Ltd., a corporation
     formed under the laws of Ontario,

          (vi) W. J. Bondy Customs Brokers Limited, a corporation formed under
     the laws of Ontario,

          (vii) Ambassador Brokerage Limited, a corporation formed under the
     laws of Ontario,

          (viii) UTi France S.A.R.L., a corporation formed under the laws of
     France,

          (ix) UTi Deutschland GmbH, a corporation formed under the laws of
     Germany,

          (x) UTi (HK) Ltd., a corporation formed under the laws of Hong Kong,

<PAGE>

          (xi) UTi Nederland B.V., a corporation formed under the laws of the
     Netherlands,

          (xii) Servicios Logisticos Integrados SLI, S.A., a corporation formed
     under the laws of Spain,

          (xiii) Union de Servicios Logisticos Integrados, S.A., a corporation
     formed under the laws of Spain,

          (xiv) UTi (Taiwan) Limited, a corporation formed under the laws of
     Taiwan,

          (xv) UTi Worldwide (UK) Limited, a corporation formed under the laws
     of the United Kingdom,

          (xvi) UTi, (U.S.) Holdings, Inc, a corporation formed under the laws
     of Delaware,

          (xvii) UTi, United States, Inc., a corporation formed under the laws
     of New York,

          (xviii) UTi, Services, Inc., a corporation formed under the laws of
     California,

          (xix) UTi Brokerage, Inc., a corporation formed under the laws of
     California,

          (xx) UTi Logistics, Inc., a corporation formed under the laws of
     Delaware,

          (xxi) UTi (U.S.) Logistics Holdings Inc., a corporation formed under
     the laws of Delaware;

          (xxii) Vanguard Cargo Systems, Inc., a corporation formed under the
     laws of New York,

          (xxiii) UTi, Integrated Logistics, Inc., a corporation formed under
     the laws of South Carolina,

          (xxiv) Market Industries, Ltd., a corporation formed under the laws of
     Oregon,

          (xxv) Market Transport, Ltd, a corporation formed under the laws of
     Oregon,

          (xxvi) Triple Express, Inc., a corporation formed under the laws of
     Oregon,

          (xxvii) In Transit, Inc., a corporation formed under the laws of
     Oregon,

          (xxviii) Market Logistics Services, Ltd., a corporation formed under
     the laws of Oregon,

<PAGE>

          (xxix) Market Logistics Brokerage, Ltd., a corporation formed under
     the laws of Oregon,

          (xxx) Sammons Transportation, Inc. a corporation formed under the laws
     of Montana,

          (xxxi) Lake States Trucking, Inc. a corporation formed under the laws
     of Indiana,

          (xxxii) United Express, Ltd. a corporation formed under the laws of
     Oregon,

          (xxxiii) African Investments B.V., a private limited liability company
     formed under the laws of the Netherlands,

          (xxxiv) UTi Asia Pacific Limited, an international business company
     incorporated under the laws of the British Virgin Islands,

          (xxxv) Goddard Company Limited, an international business company
     incorporated formed under the laws of the British Virgin Islands,

          (xxxvi) UTi International Inc., an international business company
     incorporated formed under the laws of the British Virgin Islands,

          (xxxvii) UTi (N.A.) Holdings N.V., a corporation formed under the laws
     of Netherlands Antilles,

          (xxxviii) UTi (Netherlands) Holdings B.V., a private limited company
     formed under the laws of the Netherlands and

          (xxxix) Pyramid Freight (Proprietary) Limited, an international
     business company incorporated under the laws of the British Virgin Islands
     with company number 530960 (provided that Pyramid Freight BVI is only a
     Subsidiary Guarantor in respect of assets that are not located in South
     Africa), and

     (y) each other Subsidiary which has executed and delivered a Joinder
Agreement pursuant to Section 9.10.

     "SVO" means the Securities Valuation Office of the NAIC or any successor to
such Office.

     "Synthetic Lease" means, at any time, any lease (including leases that may
be terminated by the lessee at any time) of any property (a) that is accounted
for as an operating lease under GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for income tax purposes,
other than any such lease under which such Person is the lessor.

     "Taiwan Guarantor" means a Subsidiary Guarantor incorporated or formed in
Taiwan.

<PAGE>

     "Tax" means any tax (whether income, documentary, sales, stamp,
registration, issue, capital, property, excise or otherwise), duty, assessment,
levy, impost, fee, compulsory loan, charge or withholding.

     "Taxing Jurisdiction" is defined in Section 13.

     "Threshold CNW Amount" is defined in Section 10.2.

     "trustee" related to a bankruptcy of a Dutch Obligor includes a curator.

     "U.S. Guarantor" means any Subsidiary Guarantor that is incorporated or
organized under the laws of the United States of America or any State of the
United States of America (including the District of Colombia) or that resides or
has a domicile, a place of business or property in the United States of America.

     "USA Patriot Act" means United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.

     "Wholly-Owned Subsidiary" means, as to any Person, at any time, any
Subsidiary one hundred percent of all of the equity interests (except directors'
qualifying shares) and voting interests of which are owned by any one or more of
such Person and such Person's other Wholly-Owned Subsidiaries at such time.
Unless the context otherwise requires, any reference to a "Wholly-Owned
Subsidiary" is a reference to a Wholly-Owned Subsidiary of the Company.

     "Winding-up, Administraton or Disolution" where it relates to a French
Obligor includes a redressement judiciaire, cession totale de l'enterprise or
liquidation judiciaire or a procedure de sauvegade unde Livre Sixiene of the
French Commercial Code.