exv10w45





Exhibit 10.45




EXECUTION COPY




SECOND AMENDMENT

TO LETTER OF CREDIT AGREEMENT




     THIS SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENT (this “Amendment”) is dated as of March
25, 2010 and is entered into by and 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 (as defined in the Letter of Credit Agreement), Nedbank Limited, acting
through its London Branch (the “Issuing Bank”), and is made with reference to that certain LETTER
OF CREDIT AGREEMENT dated as of July 9, 2009 (as amended through the date hereof, the “Letter of
Credit Agreement”) by and among the Company, the Subsidiary Guarantors and the Issuing Bank.
Capitalized terms used herein without definition shall have the same meanings herein as set forth
in the Letter of Credit Agreement after giving effect to this Amendment.



RECITALS




     WHEREAS, the Obligors have requested that the Issuing Bank agree to amend certain provisions
of the Letter of Credit Agreement as provided for herein; and



     WHEREAS, subject to certain conditions, the Issuing Bank is willing to agree to such amendment
relating to the Letter of Credit Agreement.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENT TO LETTER OF CREDIT AGREEMENT




     Section 10.20 of the Letter of Credit Agreement is hereby amended and restated in its entirety
as follows:




The Company will not, as of the end of any Measurement Period,
permit the Fixed Charges Coverage Ratio to be less than 1.75 to 1:00
on or prior to April 30, 2011 or 2.00 to 1.00 at any time
thereafter.



SECTION II. CONDITIONS TO EFFECTIVENESS




     This Amendment shall become effective as of the date hereof only upon the satisfaction of all
of the following conditions precedent (the date of satisfaction of such conditions being referred
to herein as the “Second Amendment Effective Date”):



     A. Execution. The Issuing Bank shall have received a counterpart signature page of this
Amendment duly executed by each of the Obligors.



     B. Fees. The Issuing Bank shall have received all fees and other amounts due and payable on
or prior to the Second Amendment Effective Date, including, to the extent invoiced,



 









 




reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid
by the Company hereunder or under any other Financing Agreement.




     C. Necessary Consents. Each Obligor shall have obtained all material consents necessary or
advisable in connection with the transactions contemplated by this Amendment.



     D. Concurrent Amendments. The Issuing Bank shall have received fully executed copies of the
First Amendment to the RBS/ABN LC Agreement in substantially the form attached hereto as Exhibit A
and the Notes Financing Agreements in substantially the form attached hereto as Exhibit B and such
amendments and any other related documentation shall have become effective.



     E. Other Documents. The Issuing Bank shall have received such other documents, information or
agreements regarding Obligors as the Issuing Bank may reasonably request.



SECTION III. REPRESENTATIONS AND WARRANTIES




     In order to induce the Issuing Bank to enter into this Amendment and to amend the Letter of
Credit Agreement in the manner provided herein, each Obligor which is a party hereto represents and
warrants to the Issuing Bank that the following statements are true and correct in all material
respects:



     A. 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 organizational) 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 Letter of Credit Agreement as amended by this Amendment (the
“Amended Agreement”) to which it is a party and to perform the provisions hereof.



     B. Authorization, Etc. The Amendment has been duly authorized by all necessary corporate or
other entity action on the part of each Obligor, and the Amendment constitutes a legal, valid and
binding obligation of each Obligor party thereto enforceable against any 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).



     C. No Conflict. The execution, delivery and performance by each Obligor of the Amendment 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



2









 




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.




     D. Governmental Authorizations, Etc. Except as disclosed on Schedule 5.7 of the Amended
Agreement, 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 Amendment, including, without limitation, any thereof required in connection
with the obtaining of Dollars to make payments under the Amended Agreement or any other Financing
Agreement and the payment of such Dollars to Persons resident in the United States of America.
Except as disclosed on Schedule 5.7 of the Amended Agreement, it is not necessary to ensure the
legality, validity, enforceability or admissibility into evidence in the Applicable Jurisdiction of
the Amended Agreement or any other 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.



     E. Insolvency. As of the Second Amendment Effective Date:



          (a) no Obligor, 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 Obligor, 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 Obligor.




     F. Incorporation of Representations and Warranties from Letter of Credit Agreement. The
representations and warranties contained in Section 5 of the Letter of Credit Agreement are and
will be true and correct in all material respects on and as of the Second Amendment Effective Date
to the same extent as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were true and correct in
all material respects on and as of such earlier date.



     G. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute an Event of
Default or a Default.



3









 





SECTION IV. ACKNOWLEDGMENT AND CONSENT




     Each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of
the Letter of Credit Agreement and this Amendment and consents to the amendment of the Letter of
Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms
that each Financing Agreement to which it is a party or otherwise bound will continue to guarantee
to the fullest extent possible in accordance with the Financing Agreements the payment and
performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing
Agreements to which is a party (in each case as such terms are defined in the Letter of Credit
Agreement).



     Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements to
which it is a party or otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Subsidiary Guarantor represents and warrants
that all representations and warranties contained in the Amended Agreement and the Financing
Agreements to which it is a party or otherwise bound are true and correct in all material respects
on and as of the Second Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all material respects on and as of such
earlier date.



SECTION V. MISCELLANEOUS




     A. Reference to and Effect on the Letter of Credit Agreement and the Other Financing
Agreements.




     (i) On and after the Second Amendment Effective Date, each reference in the
Letter of Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Letter of Credit Agreement, and each reference
in the other Financing Agreements to the “Agreement”, “thereunder”, “thereof” or
words of like import referring to the Letter of Credit Agreement shall mean and be a
reference to the Letter of Credit Agreement as amended by this Amendment.




     (ii) Except as specifically amended by this Amendment, the Letter of Credit
Agreement and the other Financing Agreements shall remain in full force and effect
and are hereby ratified and confirmed.




     (iii) The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right, power
or remedy of the Issuing Bank under, the Letter of Credit Agreement or any of the
other Financing Agreements.



     B. Headings. Section and Subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



4









 





     C. Applicable Law. THIS AMENDMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN
CONNECTION WITH IT ARE GOVERNED BY ENGLISH LAW.



     D. Jurisdiction.




     (1) The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Amendment (including a dispute relating to the existence,
validity or termination of this Amendment or any non-contractual obligation arising out of
or in connection with this Amendment ) (a “Dispute”).




     (2) The parties hereto agree that the courts of England are the most appropriate and
convenient courts to settle Disputes and accordingly no party to this Amendment will argue
to the contrary.




     (3) This Section V.D. is for the benefit of the Issuing Bank only. As a result, the
Issuing Bank shall not be prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, the Issuing Bank may take
concurrent proceedings in any number of jurisdictions.



     E. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to the same document.



[Remainder of this page intentionally left blank.]






5









 







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 Second Amendment]





 









 





	 	 	 	 	 	 	 
	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	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 Second Amendment]




 









 





	 	 	 	 	 	 	 
	 	 	NEDBANK LIMITED, acting through its London Branch,
 As Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clive Stewart	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Clive Stewart	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Ryder	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kevin Ryder	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[Signature Page to Second Amendment]