Common use of Obligation to Make Payment in Dollars Clause in Contracts

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable under the Financing Agreements in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligors, shall constitute a discharge of the obligation of the Obligors under the Financing Agreements only to the extent of the amount of U.S. Dollars which such holder purchases in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in the Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under the Financing Agreements or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the any other Financing Agreements Agreement in U.S. Dollars which is made to or for the account of any holder of Notes the Lender in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligorsany Obligor, shall constitute a discharge of the obligation of the Obligors under the this Agreement or such other Financing Agreements only to the extent of the amount of U.S. Dollars which such holder purchases the Lender could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holderthe Lender, the Obligors agree each Obligor agrees, jointly and severally, to the fullest extent permitted by law, to indemnify and save harmless such holder the Lender from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the other Financing Agreements or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes or under any other Financing Agreements Agreement in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligorsany Obligor, shall constitute a discharge of the obligation of the Obligors under this Agreement, the Notes or such other Financing Agreements only to the extent of the amount of U.S. Dollars which such holder purchases could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree each Obligor agrees, jointly and severally, to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement, the Notes and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder, under the Notes or under the other Financing Agreements or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, UTi Worldwide Inc. By: /s/ Xxxxx Xxxxx Duly Authorized Signatory (acting pursuant to, and in accordance with, an empowering resolution of the Board of Directors of UTi Worldwide Inc.) UTi (Aust) Pty Limited UTi Belgium N.V. UTi Logistics N.V. Xxxxxxx Company Limited Pyramid Freight (Proprietary) Limited UTi International Inc. UTi Networks Limited UTi, Canada, Inc. UTi Canada Contract Logistics Inc. UTi Deutschland GmbH UTi (HK) Limited UTi Global Services B.V. UTi Nederland B.V. UTi Technology Services Pte Ltd. UTi Worldwide (Singapore) Pte Ltd. Servicios Logisticos Integrados SLI SA UTi Iberia S.A. UTi Worldwide (UK) Limited UTi Inventory Management Solutions Inc Concentrek, Inc. InTransit, Inc. Market Transport, Ltd. Xxxxxxx Transportation, Inc. UTi, United States, Inc. UTi Integrated Logistics, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory This Agreement is hereby accepted and agreed to as of the date thereof. The Prudential Insurance Company of America By /s/ Xxxxxxxx Xxxxx Vice President Prudential Retirement Insurance and Annuity Company By: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxxx Xxxxx Vice President Gibraltar Life Insurance Co., Ltd. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxxxx Xxxxx Vice President The Prudential Life Insurance Company, Ltd. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxxxx Xxxxx Vice President

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes or under any other Financing Agreements Agreement in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligorsany Obligor, shall constitute a discharge of the obligation of the Obligors under this Agreement, the Notes or such other Financing Agreements only to the extent of the amount of U.S. Dollars which such holder purchases could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree each Obligor agrees, jointly and severally, to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement, the Notes and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder, under the Notes or under the other Financing Agreements or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.. UTi Worldwide Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, UTi Worldwide Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi (Aust) Pty Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Africa Services Limited By: /s/ Xxxxx Xxxxx Authorized Signatory Unigistix Inc By: /s/ Xxxxx Xxxxx Authorized Signatory UTi, Canada, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Canada Holdings Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory Span Manufacturing Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi Deutschland GmbH By: /s/ Xxxxx Xxxxx Authorized Signatory UTi (HK) Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Nederland B.V. By: /s/ Xxxxx Xxxxx Authorized Signatory Servicios Logisticos Integrados SLI, S.A. By: /s/ Xxxxx Xxxxx Authorized Signatory Unión de Servicios Logísticos Integrados, S.A. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Spain S.A. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi (Taiwan) Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Logistics (Taiwan) Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide (UK) Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi, (U.S.) Holdings, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi, United States, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi, Services, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi Brokerage, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Logistics, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory Vanguard Cargo Systems, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Integrated Logistics, Inc., By: /s/ Xxxxx Xxxxx Authorized Signatory Market Industries, Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory Market Transport, Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement Triple Express, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory InTransit, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory Market Logistics Services, Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory Market Logistics Brokerage, Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory Xxxxxxx Transportation, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory Lake States Trucking, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement Concentrek, Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory United Express, Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory African Investments B.V. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Asia Pacific Limited By: /s/ Xxxxx Xxxxx Authorized Signatory Xxxxxxx Company Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi International Inc. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi (N.A.) Holdings N.V. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi (Netherlands) Holdings B.V. By: /s/ Xxxxx Xxxxx Authorized Signatory Pyramid Freight (Proprietary) Limited By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Logistics N.V. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi New Zealand Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement UTi Ireland Limited Signed, Sealed and Delivered by /s/ Xxxxx Xxxxx Xxxxx Xxxxx, duly appointed attorney for and on behalf of UTi Ireland Limited in the presence of: Witness: /s/ Xxxxxxx X. Xxxxxxxx Address: 000 Xxxxxxxxx, Xxx 0000 Xxxx Xxxxx, XX 00000 Name: Xxxxxxx X. Xxxxxxxx Occupation: Controller UTi Worldwide Inc. Note Purchase Agreement UTi Worldwide (Singapore) Pte Ltd. By: /s/ Xxxxx Xxxxx Authorized Signatory UTi Worldwide Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. Connecticut General Life Insurance Company By: Cigna Investments, Inc. (authorized agent) By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Managing Director UTi Worldwide Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. RiverSource Life Insurance Company By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President - Investments RiverSource Life Insurance Co. of New York By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President - Investments UTi Worldwide Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. The Guardian Life Insurance Company of America By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Director, Private Placements

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes or under any other Financing Agreements Agreement in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligorsany Obligor, shall constitute a discharge of the obligation of the Obligors under this Agreement, the Notes or such other Financing Agreements only to the extent of the amount of U.S. Dollars which such holder purchases could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree each Obligor agrees, jointly and severally, to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement, the Notes and the other Financing Agreements, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder, under the Notes or under the other Financing Agreements or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. UTI Worldwide Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors. Very truly yours, UTi WORLDWIDE INC. By /s/ Xxxxx Xxxxx Duly Authorized Signatory (acting pursuant to, and in accordance with, an empowering resolution of the Board of Directors of UTi Worldwide Inc.) UTI Worldwide Inc. Note Purchase Agreement UTI (AUST) PTY LIMITED By /s/ Xxxxx Xxxxx Authorized Signatory UTI BELGIUM N.V. By /s/ Xxxxx Xxxxx Authorized Signatory UTI LOGISTICS N.V. By /s/ Xxxxx Xxxxx Authorized Signatory XXXXXXX COMPANY LIMITED By /s/ Xxxxx Xxxxx Duly Authorized Signatory (acting pursuant to, and in accordance with, an empowering resolution of the Board of Directors of UTi Worldwide Inc.) PYRAMID FREIGHT (PROPRIETARY) LIMITED By /s/ Xxxxx Xxxxx Duly Authorized Signatory (acting pursuant to, and in accordance with, an empowering resolution of the Board of Directors of UTi Worldwide Inc.) UTI Worldwide Inc. Note Purchase Agreement UTI INTERNATIONAL INC. By /s/ Xxxxx Xxxxx Duly Authorized Signatory (acting pursuant to, and in accordance with, an empowering resolution of the Board of Directors of UTi Worldwide Inc.) UTI NETWORKS LIMITED By /s/ Xxxxx Xxxxx Authorized Signatory UTI, CANADA, INC. By /s/ Xxxxx Xxxxx Authorized Signatory UTI CANADA CONTRACT LOGISTICS INC. By /s/ Xxxxx Xxxxx Authorized Signatory UTI DEUTSCHLAND GMBH By /s/ Xxxxx Xxxxx Authorized Signatory UTI (HK) LIMITED By /s/ Xxxxx Xxxxx Authorized Signatory UTI Worldwide Inc. Note Purchase Agreement UTI GLOBAL SERVICES B.V. By /s/ Xxxxx Xxxxx Authorized Signatory UTI NEDERLAND B.V. By /s/ Xxxxx Xxxxx Authorized Signatory UTI TECHNOLOGY SERVICES PTE. LTD. By /s/ Xxxxx Xxxxx Authorized Signatory UTI WORLDWIDE (SINGAPORE) PTE LTD By /s/ Xxxxx Xxxxx Authorized Signatory SERVICIOS LOGISTICOS INTEGRADOS SLI SA By /s/ Xxxxx Xxxxx Authorized Signatory UTI IBERIA S.A. By /s/ Xxxxx Xxxxx Authorized Signatory UTI Worldwide Inc. Note Purchase Agreement UTI WORLDWIDE (UK) LIMITED By /s/ Xxxxx Xxxxx Authorized Signatory UTI INVENTORY MANAGEMENT SOLUTIONS INC. By /s/ Xxxxx Xxxxx Authorized Signatory CONCENTREK, INC. By /s/ Xxxxx Xxxxx Authorized Signatory INTRANSIT, INC. By /s/ Xxxxx Xxxxx Authorized Signatory MARKET TRANSPORT, LTD. By /s/ Xxxxx Xxxxx Authorized Signatory XXXXXXX TRANSPORTATION, INC. By /s/ Xxxxx Xxxxx Authorized Signatory UTI Worldwide Inc. Note Purchase Agreement UTI, UNITED STATES, INC. By /s/ Xxxxx Xxxxx Authorized Signatory UTI INTEGRATED LOGISTICS, LLC By /s/ Xxxxx Xxxxx Authorized Signatory KABUSHIKI KAISHA UTI By /s/ Xxxxx Xxxxx Authorized Signatory UTI Worldwide Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date thereof. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By /s/ Xxxxxxxx Xxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY BY: Prudential Investment Management, Inc., as investment manager By /s/ Xxxxxxxx Xxxxx Vice President GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxxxx Xxxxx Vice President THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By /s/ Xxxxxxxx Xxxxx Vice President UTI Worldwide Inc. Note Purchase Agreement THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P, (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By /s/ Xxxxxxxx Xxxxx Vice President

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Financing Agreements Notes or Guarantees in U.S. Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Obligorseither Obligor, shall constitute a discharge of the obligation of the Obligors under this Agreement, the Financing Agreements Notes or Guarantees only to the extent of the amount of U.S. Dollars which such holder purchases could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of U.S. Dollars that could be so purchased is less than the amount of U.S. Dollars originally due to such holder, the Obligors agree to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement, the Financing AgreementsNotes and the Guarantees, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Financing Agreements Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.