23.25
Limitations - UK
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
U.S. Guarantors
63
Section 23.31
Limitation on Pyramid Freight
64
Section 23.32
Limitations - Belgium
64
Section 23.33
Limitations - Singapore
64
Section 23.34
Irish Obligors
65
Section 23.35
Guarantor Intent
65
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
66
Section 24.5
Construction, Etc
66
Section 24.6
Counterparts
66
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
Section 24.10
No Novation
68
v
SCHEDULE A
-
Information Relating to Issuing Bank
SCHEDULE B
-
Defined Terms
EXHIBIT 1.1
-
Form of Letter of Credit
EXHIBIT 1.2
-
Issuance Notice
EXHIBIT 2
-
[Intentionally Omitted]
EXHIBITS 4.4(a)(i), (ii), (iii) and (iv)
-
Form of Opinion of U.S. Counsel to the Obligors
EXHIBITS 4.4(a)(v), and (vi)
-
Form of Opinion of British Virgin Islands Counsel
EXHIBIT 4.4(a)(vii)
-
Form of Opinion of Australian Counsel
EXHIBIT 4.4(a)(viii),
-
Form of Opinion of Canadian Counsel
EXHIBIT 4.4(a)(ix)
-
Form of Opinion of Belgian Counsel
EXHIBIT 4.4(a)(x)
-
Form of Opinion of German Counsel
EXHIBIT 4.4(a)(xi)
-
Form of Opinion of Hong Kong Counsel
EXHIBIT 4.4(a)(xii)
-
Form of Opinion of Dutch Counsel
EXHIBIT 4.4(a)(xiii)
-
Form of Opinion of Spanish Counsel
EXHIBIT 4.4(a)(xiv)
-
Form of Opinion of English Counsel
EXHIBIT 4.4(a)(xv)
-
Form of Opinion of Guernsey Counsel
EXHIBIT 4.4(a)(xvi)
-
Form of Opinion of Singapore Counsel
EXHIBIT 4.4(a)(xvii)
-
Form of Opinion of Arizona Counsel
EXHIBIT 4.4(b)
-
[Intentionally Omitted]
EXHIBIT 9.10
-
Form of Joinder Agreement
EXHIBIT 14.4
-
[Intentionally Omitted]
SCHEDULE 1.1
-
Existing Letters of Credit
SCHEDULE 4.9
-
[Intentionally Omitted]
SCHEDULE 5.3
-
Disclosure Materials
vi
SCHEDULE 5.4
-
Subsidiaries of the Company and Ownership of Subsidiary Stock
SCHEDULE 5.5
-
Financial Statements
SCHEDULE 5.7
-
Governmental Authorizations
SCHEDULE 5.9
-
Liability for Taxes
SCHEDULE 5.15
-
Existing Indebtedness and Liens
SCHEDULE 5.22
-
Collective Bargaining Agreements
vii
UTi WORLDWIDE INC.
c/o UTi, Services, Inc.
100 OCEANGATE, SUITE 1500
LONG BEACH, CALIFORNIA 90802
LETTER OF CREDIT FACILITY
June 24, 2011
To the Issuing Bank Listed in
Schedule A Hereto:
Ladies and Gentlemen:
UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the
British Virgin Islands with BVI company number 141257 (the "Company") and each
of the Subsidiary Guarantors jointly and severally agree with RBS, in its
capacity as Issuing Bank, as follows:
SECTION 1 LETTERS OF CREDIT
Section 1.1 Issuance of Letters of Credit. The Letters of Credit issued by the
Issuing Bank under the Existing Facility for the account of or on behalf of the
Company that are outstanding on the Effective Date (set forth in Schedule 1.1
hereto) (the "Existing Letters of