exv10w1



 




Exhibit 10.1


December 17, 2004


UTi WORLDWIDE INC.

9 Columbus Centre, Pelican Drive

Road Town, Tortola

British Virgin Islands




		
	      Re:       	Amendment No. 1 to Registration Rights Agreement




Ladies and Gentlemen:


     Reference is made to (i) that certain Registration Rights Agreement (the “Registration Rights
Agreement”), dated November 23, 2004, between United Service Technologies Limited (“Uniserv”) and
UTi Worldwide Inc. (“UTi”) and (ii) that certain Underwriting Agreement (the “Underwriting
Agreement”), dated on or about the date hereof, among Uniserv, UTi, the Dealers (as defined in the
Underwriting Agreement), Credit Suisse First Boston LLC and Bear, Stearns & Co. Inc. This
Amendment No. 1 (this “Amendment No. 1”) to the Registration Rights Agreement is entered into by
Uniserv and UTi. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall
have the respective meanings ascribed to them in the Registration Rights Agreement.


     This Amendment No. 1 shall become effective upon the First Closing Date (as such term is
defined in Section 3 of the Underwriting Agreement); provided, however, that this Amendment No. 1
shall not become effective and shall have no force or effect if the First Closing Date does not
occur within the time period prescribed for the First Closing Date in Section 3 of the Underwriting
Agreement.


     The parties hereto agree to amend and restate the definition of “Effectiveness End Date” set
forth in Section 1 of the Registration Rights Agreement in its entirety so that it shall read as
follows:


“Effectiveness End Date” means the earlier to occur of (i) the date when the Underwriters have
disposed of the Offered Shares and the Dealers have sold the Additional Shares, in each case under
the Registration Statement and (ii) March 8, 2005, subject to extension as set forth in Section
2(c) below.


     The parties hereto further acknowledge and agree that, upon the Effectiveness End Date, the
Company’s obligations under Section 5(a) of the Underwriting Agreement shall terminate and be of no
further force or effect.


     Except as expressly modified by this Amendment No. 1, all of the provisions of the
Registration Rights Agreement are equally applicable to this Amendment No. 1. In addition, except
as expressly amended by this Amendment No. 1, the Registration Rights Agreement will remain in full
force and effect in accordance with the terms thereof as in existence as of the date hereof. After
the First Closing Date, any reference to the Registration Rights Agreement shall mean the
Registration Rights Agreement as amended hereby.


 









 





     This Amendment No. 1 may be executed in counterparts, and each counterpart shall have the same
force and effect as an original and shall constitute an effective, binding agreement on the part of
each of the undersigned. Facsimile signatures shall be valid and binding as original manual
signatures.


[Remainder of Page Intentionally Left Blank]


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     Please confirm your agreement to the foregoing by signing and returning to us the enclosed
duplicate of this Amendment No. 1 to the Registration Rights Agreement.

	 	 	 	 	 	 
	 	Very truly yours,



UNITED SERVICE TECHNOLOGIES

LTD.

 	 
	 
	 	 	 	By:  	/s/ Edward Southey
	 	 	 	 	Name:  Edward Southey	 
	 	 	 	 	Title:  Director
	 
	Acknowledged and agreed to

as of the date first above written,



UTi WORLDWIDE INC.

 
	By:  	/s/ Lawrence
R. Samuels
	 	Name:  Lawrence
R. Samuels	 	 	 	 
	 	Title:  Chief Financial
Officer and
Secretary