FIRST AMENDMENT AGREEMENT TO Re: Note Purchase Agreement Dated as of July 13, 2006

Exhibit 10.40

EXECUTION COPY

FIRST AMENDMENT AGREEMENT
TO

Re:                    Note Purchase Agreement Dated as of July 13, 2006               

Dated as of
October 11, 2006

To the holders listed in Schedule A to
this First Amendment Agreement (the “Holders")

Ladies and Gentlemen:

     Reference is made to the Note Purchase Agreement dated as of July 13, 2006 among UTi Worldwide Inc., an international business company incorporated under the laws of the British Virgin Islands with IBC No. 141257 (the “Company”), each of the Subsidiary Guarantors party thereto, and the Purchasers named in Schedule A thereto (the “Existing Note Purchase Agreement”), pursuant to which U.S.$200,000,000 aggregate principal amount of its 6.31% Senior Unsecured Guaranteed Notes due July 13, 2011 (the “Notes”) were issued and are currently outstanding. The Existing Note Purchase Agreement, as amended hereby, is referred to as the “Note Purchase Agreement.”

     For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests the amendment of a certain provision of the Existing Note Purchase Agreement as hereinafter provided.

     Upon your acceptance hereof in the manner hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof, this First Amendment Agreement shall constitute a contract between us amending the Existing Note Purchase Agreement, as of the Closing Date (hereinafter defined), but only in the respects hereinafter set forth:

SECTION 1. AMENDMENT TO EXISTING NOTE PURCHASE AGREEMENT.

     Section 10.5(d) of the Existing Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:

(d) any Lien listed in column 7 (Security) of Schedule 5.15 provided that all Liens listed in Part 2 of Schedule 5.15 are released by no later than the date falling 4 months from the date of this Agreement;”

UTi Worldwide Inc. First Amendment Agreement

SECTION 2. CONDITIONS PRECEDENT.

     This First Amendment Agreement shall not become effective until, and shall become effective on, the business day when each of the following conditions shall have been satisfied (the “Closing Date”):

     (a) The Holders shall have received this First Amendment Agreement, duly executed by each Obligor.

     (b) The Required Holders shall have consented to this First Amendment Agreement as evidenced by its execution hereof.

     (c) The representations and warranties of the Obligors set forth in Section 3 hereof shall be true and correct in all material respects as of the date of the execution and delivery of this First Amendment Agreement.

     (d) Any consents or approvals from any holder or holders of any outstanding security of ay Obligor or any Subsidiary and any amendments of agreements pursuant to which any securities may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the Holders and their special counsel.

     (e) The Obligors shall have paid the fees and disbursements of the Holders special counsel, Xxxxxxx and Xxxxxx LLP, incurred in connection with the negotiation, preparation, execution and delivery of this First Amendment Agreement and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this First Amendment Agreement.

     (f) All corporate and other proceedings in connection with the transactions contemplated by this First Amendment Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

     (g) Each Holder shall have received a fully executed copy of the letter dated October 11, 2006 from ABN Amro Bank N.V. to the Company which amends the Credit Agreement, in a form which is satisfactory in form and substance to the Required Holders (the “October Amendment to Credit Agreement”).

SECTION 3. REPRESENTATIONS AND WARRANTIES.

     Each Obligor, jointly and severally, hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this First Amendment Agreement:

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UTi Worldwide Inc. First Amendment Agreement

     (a) Each Obligor is duly organized and validly existing under the laws of its jurisdiction of organization.

     (b) This First Amendment Agreement and the transactions contemplated hereby are within the corporate powers of each Obligor, have been duly authorized by all necessary corporate action on the part of each Obligor and this First Amendment Agreement has been duly executed and delivered by each Obligor and constitutes legal, valid and binding obligations of each Obligor enforceable in accordance with its terms.

     (c) Each Obligor represents and warrants that there are no Defaults or Events of Default under the Existing Note Purchase Agreement immediately before giving effect to this First Amendment Agreement nor under the Note Purchase Agreement, immediately after giving effect to this First Amendment Agreement.

     (d) The execution, delivery and performance of this First Amendment Agreement by each Obligor does not and will not result in a violation of or default under (A) the articles of association or bylaws of any Obligor, (B) any material agreement to which any Obligor is a party or by which it is bound or to which any Obligor or any of their properties is subject, (C) any material order, writ, injunction or decree binding on any Obligor, or (D) any statute, regulation, rule or other law applicable to any Obligor in any material respect.

     (e) No authorization, consent, approval, exemption or action by or notice to or filing with any court or administrative or governmental body (other than periodic filings with regulatory authorities, none of which are required to be filed as of the effective date of this First Amendment Agreement and all of which the Company agrees to timely file) is required in connection with the execution and delivery of this First Amendment Agreement or the consummation of the transactions contemplated thereby.

     (f) No Obligor has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any indebtedness or permanently reduced any borrowing capacity, in each case, in connection with the obtaining of any consents or approvals in connection with the transactions contemplated hereby including, without limitation thereof in connection with the Credit Agreement, other than the payment of legal fees of counsel to the lenders and agents under the October Amendment to Credit Agreement.

     (g) Each Subsidiary of the Company which is a borrower or guarantor under the Credit Agreement as of the date hereof is a Subsidiary Guarantor hereunder.

     (h) All Liens listed under the heading “Indebtedness Secured by a Security to be Released within 3 Months” set forth in Part 2 (Security) of Schedule 5.15 of the Existing Note Purchase Agreement have been released, with the exception of the Liens set forth in Schedule 3(h) attached hereto.

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UTi Worldwide Inc. First Amendment Agreement

SECTION 4. MISCELLANEOUS.

     Section 4.1 Except as amended herein, all terms and provisions of the Existing Note Purchase Agreement, the Notes, the Subsidiary Guarantee Agreement and related agreements and instruments are hereby ratified, confirmed and approved in all respects.

     Section 4.2. Any and all notices, requests, certificates and other instruments, including the Notes, may refer to the “Note Purchase Agreement” without making specific reference to the First Amendment Agreement, but nevertheless all such references shall be deemed to include the First Amendment Agreement unless the context shall otherwise require.

     Section 4.3. This First Amendment Agreement and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder.

     Section 4.4 This First Amendment Agreement shall be governed by and construed in accordance with New York law excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

     Section 4.5. The capitalized terms used in this First Amendment Agreement shall have the respective meanings specified in the Note Purchase Agreement unless otherwise herein defined, or the context hereof shall otherwise require.

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UTi Worldwide Inc. First Amendment Agreement

     The execution hereof by the Holders shall constitute a contract among the Obligors and the Holders for the uses and purposes hereinabove set forth. The First Amendment Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	UTi WORLDWIDE INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi (U.S.) LOGISTICS HOLDINGS INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi (AUST) PTY LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi AFRICA SERVICES LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UNIGISTIX INC
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi, CANADA, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	COMMERCE CUSTOMS BROKERS AND FREIGHT FORWARDERS LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	X. X. XXXXX CUSTOMS BROKERS LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	AMBASSADOR BROKERAGE LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UTi FRANCE S.A.R.I.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi DEUTSCHLAND GmbH
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi (HK) LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi NEDERLAND B.V.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	SERVICIOS LOGISTICOS INTEGRADOS SLI, S.A.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UNIÓN DE SERVICIOS LOGÍSTICOS INTEGRADOS, S.A.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi (TAIWAN) LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi WORLDWIDE (UK) LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi, (U.S.) HOLDINGS, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UTi, UNITED STATES, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi, SERVICES, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi BROKERAGE, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi LOGISTICS, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	VANGUARD CARGO SYSTEMS, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UTi, INTEGRATED LOGISTICS, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	MARKET INDUSTRIES, LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	MARKET TRANSPORT, LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	TRIPLE EXPRESS, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	IN TRANSIT, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	MARKET LOGISTICS SERVICES, LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	MARKET LOGISTICS BROKERAGE, LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	XXXXXXX TRANSPORTATION, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	LAKE STATES TRUCKING, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UNITED EXPRESS, LTD.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	AFRICAN INVESTMENTS B.V.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi ASIA PACIFIC LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	XXXXXXX COMPANY LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi INTERNATIONAL, INC.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

	UTi (N.A.) HOLDINGS N.V.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	UTi (NETHERLANDS) HOLDINGS B.V.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory
	PYRAMID FREIGHT (PROPRIETARY) LIMITED
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Its: Authorized Signatory

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UTi Worldwide Inc. First Amendment Agreement

     This foregoing First Amendment Agreement is hereby accepted and agreed to as of the date aforesaid.

	PRINCIPAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel
	PRINCIPAL LIFE INSURANCE COMPANY
	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel

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UTi Worldwide Inc. First Amendment Agreement

	RGA REINSURANCE COMPANY, a Missouri   corporation
	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel
	AVIVA LIFE INSURANCE COMPANY
	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel

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UTi Worldwide Inc. First Amendment Agreement

	THE BANK OF NEW YORK, as trustee for the Scottish Re (U.S.), Inc. and Security Life of Denver Insurance Company Security Trust by agreement dated
December 31, 2004	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel
	VANTISLIFE INSURANCE COMPANY, a Connecticut     company
	By:	Principal Global Investors, LLC,
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Counsel
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxxxxx
		Title:	Vice President & Senior Investment Counsel

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UTi Worldwide Inc. First Amendment Agreement

	METROPOLITAN LIFE INSURANCE COMAPNY
	By:	/s/ C. Xxxxx Xxxxxx
		Name:	C. Xxxxx Xxxxxx
		Title:	Managing Director
	GATEWAY RECOVERY TRUST
	By:	Principal Investment Management, Inc., as Asset Manager
	By:	/s/ Signature Illegible
		Name:
		Title:	Vice President
	PRUDENTIAL RETIREMENT INSURANCE AND   ANNUITY COMPANY
	By:	Principal Investment Management, Inc., as Asset Manager
	By:	/s/ Signature Illegible
		Name:
		Title:	Vice President
	THE PRUDENTIAL INSURANCE COMPANY OF   AMERICA
	By:	/s/ Signature Illegible
		Name:
		Title:	Vice President

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UTi Worldwide Inc. First Amendment Agreement

	THE NORTHWESTERN MUTUAL LIFE INSURANCE   COMPANY
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Its Authorized Representative
	CONNECTICUT GENERAL LIFE INSURANCE   COMPANY
	By:	CIGNA Investments, Inc. (authorized agent)
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Managing Director
	LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:	CIGNA Investments, Inc. (authorized agent)
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Managing Director
	GENWORTH LIFE INSURANCE COMPANY
	By:	/s/ Xxxxxxx X. XxXxxxx
		Name:	Xxxxxxx X. XxXxxxx
		Title:	Investment Officer

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UTi Worldwide Inc. First Amendment Agreement

	MASSACHUSETTS MUTUAL LIFE INSURANCE   COMPANY
	By:	Babson Capital Management LLC as Investment Adviser
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Managing Director
	IDS LIFE INSURANCE COMPANY
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Vice President — Investments

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UTi Worldwide Inc. First Amendment Agreement

NAME OF HOLDER		PRINCIPAL AMOUNT
		OF OUTSTANDING NOTES
		HELD AS OF OCTOBER 11, 2006
PRINCIPAL LIFE INSURANCE COMPANY, ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS		U.S. $19,020,000
PRINCIPAL LIFE INSURANCE COMPANY		U.S.$8,100,000
RGA REINSURANCE COMPANY		U.S.$4,000,000
AVIVA LIFE INSURANCE COMPANY		U.S.$3,000,000
AVIVA LIFE INSURANCE COMPANY		U.S.$2,000,000
AVIVA LIFE INSURANCE COMPANY		U.S.$1,000,000
SCOTTISH RE US — SECURITY LIFE OF DENVER		U.S.$1,880,000
VANTISLIFE INSURANCE COMPANY		U.S.$1,000,000
METROPOLITAN LIFE INSURANCE COMPANY		U.S.$37,000,000
GATEWAY RECOVERY TRUST		U.S.$15,000,000
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY		U.S.$8,650,000
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA		U.S.$6,350,000
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY		U.S.$30,000,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$7,600,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$4,400,000

A-1

NAME OF HOLDER		PRINCIPAL AMOUNT
		OF OUTSTANDING NOTES
		HELD AS OF OCTOBER 11, 2006
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$3,700,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$1,900,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$1,400,000
CONNECTICUT GENERAL LIFE INSURANCE COMPANY		U.S.$1,000,000
LIFE INSURANCE COMPANY OF NORTH AMERICA		U.S.$10,000,000
GENWORTH LIFE INSURANCE COMPANY		U.S.$11,000,000
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		U.S.$10,000,000
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		U.S.$1,000,000
IDS LIFE INSURANCE COMPANY		U.S.$11,000,000

A-2

Security or

Overdraft

Overdraft

Performance

guarantee

Facilities

Facilities

Guarantees

guarantees

supporting the

Local

(Local

Guarantees

Borrower

Country

Lender

(USD equiv)

(USD equiv)

(USD equiv)

facility

Currency

Currency)

Local currency)

UT Worldwide

India

IDBI

5,232,105

97,372

Secured — Accounts

INR

235,000,000

4,373,447

(India) Private

Receivable

Limited

SLI Spain — Logistic

Spain

BANCO SANTANDER

1,260,000

Secured — Accounts

EURO

1,000,000

Receivable

UTi Logistics AB

Sweden

Foreningssparbanken

662,118

14,839

Mortgage Loan

SEK

4,890,400

109,600

Total:

7,154,223

112,211

SCHEDULE 3(h)
(to First Amendment Agreement)