REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • Delaware
This REGISTRATION RIGHTS AGREEMENT, effective as of June 6, 2013 (this “Agreement”), is entered into by and among UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with BVI company number 141257 (the “Company”), and other persons and entities signatory hereto (each, a “Holder” and together, the “Holders”).
FIRST AMENDMENT AGREEMENT TONote Purchase Agreement • June 7th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
Reference is made to the Note Purchase Agreement dated as of January 25, 2013 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.$150,000,000 aggregate principal amount of its 4.10% Senior Unsecured Guaranteed Notes, Series A, due February 1, 2022 (the “Series A Notes”) and U.S.$50,000,000 aggregate principal amount of its 3.50% Senior Unsecured Guaranteed Notes, Series B, due February 1, 2020 (the “Series B Notes” and together with the “Series A Notes,” the “Notes”) were issued and are currently outstanding. The Existing Note Purchase Agreement, as amended hereby, is referred to as the “Note Purchase Agreement.”
FIRST AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • June 7th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2013 and is entered into by and among UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with company number 141257 (the “Company”), each of the Subsidiary Guarantors (as defined in the Amended and Restated Letter of Credit Agreement), The Royal Bank of Scotland N.V., in its capacity as Issuing Bank (the “Issuing Bank”) and is made with reference to that certain Amended and Restated Letter of Credit Agreement, dated as of June 24, 2011 (as amended, supplemented or otherwise modified through the date hereof, the “Letter of Credit Agreement”) by and among the Company, the Subsidiary Guarantors and the Issuing Bank. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Letter of Credit Agreement after giving effect to this Amendment.
FIRST AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AND CASH DRAW AGREEMENTLetter of Credit and Cash Draw Agreement • June 7th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AND CASH DRAW AGREEMENT (this “Amendment”) is dated as of June 5, 2013 and is entered into by and among UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with company number 141257 (the “Company”), each of the Subsidiary Guarantors (as defined in the Amended and Restated Letter of Credit Agreement), Nedbank Limited, acting through its London Branch, in its capacity as the Lender and Issuing Bank (the “Issuing Bank”) and is made with reference to that certain Amended and Restated Letter of Credit and Cash Draw Agreement, dated as of June 24, 2011 (as amended, supplemented or otherwise modified through the date hereof, the “Letter of Credit Agreement”) by and among the Company, the Subsidiary Guarantors and the Issuing Bank. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Letter of Credit Agreement after giving effect to
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 7th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) is entered into as of June 5, 2013 by and among UTi WORLDWIDE, INC., a BVI Business Company incorporated under the laws of the British Virgin Islands (the “Borrower”), BANK OF THE WEST, a California banking corporation (the “Lender”), and each of the Subsidiary Guarantors (as defined in the Credit Agreement identified below).
