exv10w47






Exhibit 10.47

Execution Copy




First Amendment Agreement

to

Note Purchase Agreement dated as of July 9, 2009

and

U.S.$55,000,000 Senior Unsecured Guaranteed Notes due August 9, 2014




Dated as of

March 25, 2010




To the holders listed on the Signature Pages to

this First Amendment Agreement (the “Holders”)



Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement dated as of July 9, 2009 among UTi Worldwide
Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with company
number 141257 (the “Company”), each of the Subsidiary Guarantors party thereto (the Company and the
Subsidiary Guarantors being referred to herein as the “Obligors”), and the Purchasers named in
Schedule A thereto (the “Existing Note Purchase Agreement”), pursuant to which U.S.$55,000,000
aggregate principal amount of the Company’s 8.06% Senior Unsecured Guaranteed Notes due August 9,
2014 (the “Notes”) were issued and are currently outstanding.



     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Holders and the Obligors agree as follows:



Section 1. Amendments.




     Section 10.15 of the Existing Note Purchase Agreement is hereby amended by replacing “July 31,
2010” with “April 30, 2011.”



Section 2. Conditions Precedent.




     This First Amendment Agreement shall not become effective until, and shall become effective
on, the business day when each of the following conditions shall have been satisfied:




     (a) The Holders shall have received this First Amendment Agreement, duly executed by
each Obligor.




     (b) The Required Holders shall have consented to this First Amendment Agreement as
evidenced by its execution hereof.



 









 






     (c) The representations and warranties of the Obligors set forth in Section 3 hereof
shall be true and correct in all material respects as of the date of the execution and
delivery of this First Amendment Agreement.




     (d) Any consents or approvals from any holder or holders of any outstanding security of
any Obligor or any Subsidiary and any amendments of agreements pursuant to which any
securities may have been issued which shall be necessary to permit the consummation of the
transactions contemplated hereby shall have been obtained and all such consents or
amendments shall be reasonably satisfactory in form and substance to the Holders and their
special counsel.




     (e) The Obligors shall have paid a work fee to the Holders equal to .10% of the
aggregate outstanding principal amount of Notes.




     (f) The Obligors shall have paid the fees and disbursements of the Holders special
counsel, Chapman and Cutler LLP, incurred in connection with the negotiation, preparation,
execution and delivery of this First Amendment Agreement and the transactions contemplated
hereby which fees and disbursements are reflected in the statement of such special counsel
delivered to the Company at the time of the execution and delivery of this First Amendment
Agreement.




     (g) All corporate and other proceedings in connection with the transactions
contemplated by this First Amendment Agreement and all documents and instruments incident to
such transactions shall be satisfactory to you and your special counsel, and you and your
special counsel shall have received all such counterpart originals or certified or other
copies of such documents as you or they may reasonably request.




     (h) Each Holder shall have received a fully executed copy of the Second Amendment to
Letter of Credit Agreement, dated as of March 25, 2010 (the “Nedbank Agreement”), by and
among UTi Worldwide Inc. and certain of its subsidiaries party thereto and Nedbank Limited,
acting through its London Branch and that certain First Amendment to Letter of Credit
Agreement (the “LC Agreement”), dated as of March 25, 2010, by and among UTi Worldwide Inc.
and certain of its subsidiaries party thereto and ABN Amro Bank N.V., as Performance-Based
LC Issuing Bank and The Royal Bank of Scotland plc, in its capacity as Financial LC Issuing
Bank which shall be reasonably satisfactory in form and substance to the Holders.



Section 3. Representations and Warranties.




     Each Obligor, jointly and severally, hereby represents and warrants that as of the date hereof
and as of the date of execution and delivery of this First Amendment Agreement:



- 2 -









 






     (a) Each Obligor is duly organized and validly existing under the laws of its
jurisdiction of organization.




     (b) This First Amendment Agreement and the transactions contemplated hereby are within
the corporate powers of each Obligor, have been duly authorized by all necessary corporate
action on the part of each Obligor and this First Amendment Agreement has been duly executed
and delivered by each Obligor and constitutes legal, valid and binding obligations of each
Obligor enforceable in accordance with its terms.




     (c) Each Obligor represents and warrants that there are no Defaults or Events of
Default under the Existing Note Purchase Agreement immediately before giving effect to this
First Amendment Agreement nor under the Note Purchase Agreement, immediately after giving
effect to this First Amendment Agreement.




     (d) The execution, delivery and performance of this First Amendment Agreement by each
Obligor does not and will not result in a violation of or default under (A) the articles of
association or bylaws of any Obligor, (B) any material agreement to which any Obligor is a
party or by which it is bound or to which any Obligor or any of their properties is subject,
(C) any material order, writ, injunction or decree binding on any Obligor, or (D) any
statute, regulation, rule or other law applicable to any Obligor in any material respect.




     (e) No authorization, consent, approval, exemption or action by or notice to or filing
with any court or administrative or governmental body (other than periodic filings with
regulatory authorities, none of which are required to be filed as of the effective date of
this First Amendment Agreement and all of which the Company agrees to timely file) is
required in connection with the execution and delivery of this First Amendment Agreement or
the consummation of the transactions contemplated thereby.




     (f) No Obligor has paid or agreed to pay any fees or other consideration, or given any
additional security or collateral, or shortened the maturity or average life of any
indebtedness or permanently reduced any borrowing capacity, in each case, in connection with
the obtaining of any consents or approvals in connection with the transactions contemplated
hereby including, without limitation thereof in connection with the NedBank Agreement and LC
Agreement, other than the payment of legal fees of counsel to the lenders and agents under
the NedBank Agreement and LC Agreement.




     (g) Each Subsidiary of the Company which is a borrower or guarantor under the NedBank
Agreement and LC Agreement as of the date hereof is a Subsidiary Guarantor hereunder.



Section 4. Miscellaneous.




     Section 4.1. Except as amended herein, all terms and provisions of the Existing Note Purchase
Agreement, the Notes, the Subsidiary Guarantee Agreement and related agreements and instruments are
hereby ratified, confirmed and approved in all respects.



- 3 -









 





     Section 4.2. Any and all notices, requests, certificates and other instruments, including the
Notes, may refer to the “Note Purchase Agreement” without making specific reference to the First
Amendment Agreement, but nevertheless all such references shall be deemed to include the First
Amendment Agreement unless the context shall otherwise require.



     Section 4.3. This First Amendment Agreement and all covenants herein contained shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties
hereunder.



     Section 4.4. This First Amendment Agreement shall be governed by and construed in accordance
with New York law excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.



     Section 4.5. The capitalized terms used in this First Amendment Agreement shall have the
respective meanings specified in the Note Purchase Agreement unless otherwise herein defined, or
the context hereof shall otherwise require.



     Section 4.6. The execution hereof by the Holders shall constitute a contract among the
Obligors and the Holders for the uses and purposes hereinabove set forth. This First Amendment
Agreement may be executed in any number of counterparts, each executed counterpart constituting an
original but all together only one agreement.



[Remainder of Page Intentionally Blank]









- 4 -









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first written above.




	 	 	 	 	 	 	 
	COMPANY:	 	UTi WORLDWIDE INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]







 









 








	 	 	 	 	 	 	 
	SUBSIDIARY GUARANTORS:	 	UTI (AUST) PTY LIMITED, ABN 48 006 734 747	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI AFRICA SERVICES LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UNIGISTIX INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI, CANADA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI CANADA HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	SPAN MANUFACTURING LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI DEUTSCHLAND GMBH	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]






 









 








	 	 	 	 	 	 	 	 	 
	 	 	UTI (HK) LTD.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UTI NEDERLAND B.V.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SERVICIOS LOGISTICOS INTEGRADOS SLI, S.A	 	 	.	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UNIÓN DE SERVICIOS LOGÍSTICOS INTEGRADOS,  S.A.	 	 		 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UTI SPAIN S.A.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UTI (TAIWAN) LIMITED	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 	 	 






[Signature Page to First Amendment to Note Purchase Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	UTI LOGISTICS (TAIWAN) LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI WORLDWIDE (UK) LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI, (U.S.) HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI, UNITED STATES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI, SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI BROKERAGE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI LOGISTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	VANGUARD CARGO SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI INTEGRATED LOGISTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	MARKET INDUSTRIES, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	MARKET TRANSPORT, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	TRIPLE EXPRESS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	INTRANSIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	MARKET LOGISTICS SERVICES, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	MARKET LOGISTICS BROKERAGE, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	SAMMONS TRANSPORTATION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	LAKE STATES TRUCKING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	CONCENTREK, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UNITED EXPRESS, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	AFRICAN INVESTMENTS B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	UTI ASIA PACIFIC LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	GODDARD COMPANY LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

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

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI (NETHERLANDS) HOLDINGS B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	PYRAMID FREIGHT (PROPRIETARY)

LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI LOGISTICS N.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	UTI NEW ZEALAND LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	UTI IRELAND LIMITED	 	 
	 
	 	 	 	 	 	 
	 	 	Signed, Sealed and Delivered by	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Craig Braun	 	 
	 	 	 	 	 
	 	 	Craig Braun,

duly appointed attorney

for and on behalf of	 	 
	 	 	UTi IRELAND LIMITED	 	 
	 	 	in the presence of:	 	 






	 	 	 	 	 	 	 
	 

	 	Witness:
	/s/ Lisa Roberts
 

	 	 
	 

	 	Name:
	Lisa Roberts	 	 
	 

	 	Address:
	100 Oceangate, Ste 1500

Long Beach CA, 90802	 	 
	 

	 	Occupation: 	Executive Assistant, Global Finance	 	 






	 	 	 	 	 	 	 
	 	 	UTI WORLDWIDE (SINGAPORE) PTE LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Craig Braun
 

Authorized Signatory
	 	 






[Signature Page to First Amendment to Note Purchase Agreement]




 









 








     This foregoing First Amendment Agreement is hereby accepted and agreed to as of the date
aforesaid by the holders listed below.




	 	 	 	 	 	 	 
	 

	Connecticut General Life Insurance
Company	 
	 
	 

	By: 
	Cigna Investments, Inc.
(authorized agent)	 	 
	 
	 

	 	By
	 	/s/ Leonard Mazlish
 

Name: Leonard Mazlish
	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	RiverSource Life Insurance Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas W. Murphy
 

Name: Thomas W. Murphy
	 	 
	 

	 	 	 	Title: Vice President — Investments	 	 
	 
	 	 	 	 	 	 
	 	 	RiverSource Life Insurance Co. of New
York	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas W. Murphy
 

Name: Thomas W. Murphy

Title: Vice President — Investments
	 	 






 









 






	 	 	 	 	 	 	 
	 	 	The Guardian Life Insurance Company of
America	 	 
	 
	 	 	 	 	 	 
	 

	 	By

	 	/s/ Ellen I. Whittaker
 

Name: Ellen I. Whittaker
	 	 
	 

	 	 
	 	Title: Senior Director, Private Placements