0000950134-04-019477 Sample Contracts

EXHIBIT 1.1 6,620,000 ORDINARY SHARES, NO PAR VALUE PER SHARE UTI WORLDWIDE INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2004 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
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Re: Amendment No. 1 to Registration Rights Agreement
Registration Rights Agreement • December 17th, 2004 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

This Amendment No. 1 shall become effective upon the First Closing Date (as such term is defined in Section 3 of the Underwriting Agreement); provided, however, that this Amendment No. 1 shall not become effective and shall have no force or effect if the First Closing Date does not occur within the time period prescribed for the First Closing Date in Section 3 of the Underwriting Agreement.

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