68
Section 23.29.
Limitations - the Netherlands
69
Section 23.30.
U.S. Guarantors
69
Section 23.31.
Limitations - UK
71
Section 23.32.
Limitation on Pyramid Freight
71
Section 23.33.
Limitations - Singapore
71
Section 23.34.
Irish Obligors
71
Section 23.35.
Guarantor Intent
71
SECTION 24. MISCELLANEOUS
71
Section 24.1.
Successors and Assigns
71
Section 24.2.
Payments Due on Non-Business Days
72
Section 24.3.
Accounting Terms
72
Section 24.4.
Severability
72
Section 24.5.
Construction, Etc
73
Section 24.6.
Counterparts
73
Section 24.7.
Governing Law
73
Section 24.8.
Jurisdiction and Process; Waiver of Jury Trial
73
Section 24.9.
Obligation to Make Payment in Dollars
74
-v-
SCHEDULE A
-
Information Relating to Purchasers
SCHEDULE B
-
Defined Terms
SCHEDULE 8.1
-
Amortization
EXHIBIT 1-A
-
Form of 4.10% Senior Unsecured Guaranteed Note, Series A, due
February 1, 2022
EXHIBIT 1-B
-
Form of 3.50% Senior Unsecured Guaranteed Note, Series B, due
February 1, 2020
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(a)(xix)
-
Form of Opinion of Japan Counsel
EXHIBIT 4.4(b)
-
Form of Opinion of Special Counsel to the Purchasers
EXHIBIT 9.10
-
Form of Joinder Agreement
-vi-
EXHIBIT 14.4
-
Certificate of Transferee
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
-vii-
UTi WORLDWIDE INC.
c/o UTi, Services, Inc.
100 OCEANGATE, SUITE 1500
LONG BEACH, CALIFORNIA 90802
U.S.$150,000,000 4.10% Senior Unsecured Guaranteed Notes, Series A, due
February 1, 2022
U.S.$50,000,000 3.50% Senior Unsecured Guaranteed Notes, Series B, due
February 1, 2020
January 25, 2013
To Each of the Purchasers 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 each of the
purchasers whose names appear at the end hereof (each a "Purchaser" and
collectively the "Purchasers") as follows:
SECTION 1. AUTHORIZATION OF NOTES.
Section 1.1. Authorization of Notes. The Company will authorize the issue and
sale of (i) U.S.$150,000,000 aggregate principal amount of its