Limitation
59
Section 23.21 Written Notice
60
Section 23.22 Unenforceability of Obligations
60
Section 23.23 Contribution
60
Section 23.24 Additional Security
60
Section 23.25 Limitations - UK
60
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
62
Section 23.30 U.S. Guarantors
62
Section 23.31 Limitation on Pyramid Freight
64
Section 23.32 Limitations - Belgium
64
Section 23.33 Irish Obligors
64
Section 23.34 Limitations - Singapore
64
SECTION 24 MISCELLANEOUS
64
Section 24.1 Successors and Assigns
64
Section 24.2 Payments Due on Non-Business Days
64
Section 24.3 Accounting Terms
64
Section 24.4 Severability
65
Section 24.5 Construction, Etc.
65
Section 24.6 Counterparts
65
Section 24.7 Third Party Rights
65
Section 24.8 Governing Law
66
Section 24.9 Jurisdiction and Process; Waiver of Jury Trial
66
Section 24.10 Obligation to Make Payment in Dollars
67
v
SCHEDULE A*
-
Information Relating to Issuing Bank
SCHEDULE B
-
Defined Terms
EXHIBIT 1
-
[Intentionally Omitted]
EXHIBIT 1.1*
-
Form of Letter of Credit
EXHIBIT 1.2*
-
Issuance Notice
EXHIBIT 2
-
[Intentionally Omitted]
EXHIBIT 4.4(a)(i), (ii), (iii), (iv), and (v)*
-
Form of Opinion of U.S. Special Counsel to the Obligors
EXHIBIT 4.4(a)(vi), and (vii)*
-
Form of Opinion of British Virgin Islands Special Counsel
EXHIBIT 4.4(a)(viii)*
-
Form of Opinion of Australian Special Counsel
EXHIBIT 4.4(a)(ix), and (x)*
-
Form of Opinion of Canadian 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
vi
EXHIBIT 4.4(a)(xvii)*
-
Form of Opinion of English Special Counsel
EXHIBIT 4.4(a)(xviii)*
-
Form of Opinion of Belgium Special Counsel
EXHIBIT 4.4(a)(xix)*
-
Form of Opinion of New Zealand Special Counsel
EXHIBIT 4.4(a)(xx)*
-
Form of Opinion of Ireland Special Counsel
EXHIBIT 4.4(a)(xxi)*
-
Form of Opinion of Singapore Special 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 5.3*
-
Disclosure Materials
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
* Schedule or Exhibit omitted
vii
UTi WORLDWIDE INC.
c/o UTi, Services, Inc.
100 OCEANGATE, SUITE 1500
LONG BEACH, CALIFORNIA 90802
U.S.$36,000,000 LETTER OF CREDIT FACILITIES
July 9, 2009
To the Issuing Bank:
Ladies and Gentlemen:
UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the
British Virgin Islands with company number 141257 (the "Company") and each of
the Subsidiary Guarantors jointly and severally agree with Nedbank, in its
capacity