0001193125-13-467673 Sample Contracts

Contract
Loan Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

LOAN AGREEMENT (For loan only with market interest rate) This is an English translation of the original Japanese text and is for the convenience purpose only, and, therefore, in case of any discrepancy or conflict between the original Japanese text of this Agreement and this translation, the former shall always prevail. 10 17, 2013 To: Sumitomo Mitsui Banking Corporation Debtor: Address: /s/ Masahiko Nagasawa Name: Unconditional Guarantor: Address: Do Not Sign Here Name: Unconditional Guarantor: Address: Do Not Sign Here Name: Article 1. Terms of Loan The debtor (the “Debtor”) hereby agrees to borrow money (the “Loan”) from Sumitomo Mitsui Banking Corporation (the “Bank”) in accordance with the following terms, upon agreeing that the provisions of this Agreement and those of the Agreement on Bank Transactions between the Debtor and the Bank apply to the Loan. Terms of Loan ¥ 4 0 0 0 0 0 0 0 0 0 1. Loan Amount 2. Purpose of Loan (Circle the applicable item. If the Deb

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SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
Letter of Credit Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT (this “Amendment”) is dated as of September 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 by the First Amendment to Amended and Restated Letter of Credit Agreement, dated June 5, 2013, by and among the Company, each of the Subsidiary Guarantors and the Issuing Bank, and as further 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. Capitaliz

THIRD AMENDMENT AGREEMENT TO
Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York

This Third Amendment Agreement to the Amended and Restated Letter of Credit and Cash Draw Agreement (this “Third Amendment”) is dated as of December 5, 2013 and is entered into by and 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 hereto and 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, by and among the Company, each of the Subsidiary Guarantors party thereto and the Issuing Bank (as amended pursuant to that certain First Amendment dated as of June 5, 2013 and that certain Second Amendment dated as of September 5, 2013, the “Existing Amended and Restated Letter of Credit and Cash Draw Agreement”). The Existing Amended and Restated Letter

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (“Amendment”) is entered into as of December 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).

THIRD AMENDMENT AGREEMENT TO
Letter of Credit Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York

This Third Amendment Agreement to the Amended and Restated Letter of Credit Agreement (this “Third Amendment”) is dated as of December 5, 2013 and is entered into by and 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 hereto and The Royal Bank of Scotland plc, as assignee of The Royal Bank of Scotland N.V. (pursuant to an assignment effective as of June 10, 2013, by and among The Royal Bank of Scotland N.V., as assignor, and The Royal Bank of Scotland plc, as assignee) 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, by and among the Company, each of the Subsidiary Guarantors party thereto and the Issuing Bank (as amended pursuant to that certain First Amendment dated as of June 5, 2013 and that certain Second Amendment

SECOND AMENDMENT AGREEMENT TO
Note Purchase Agreement • December 10th, 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 as amended pursuant to that certain First Amendment Agreement dated as of June 5, 2013 (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.”

SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AND CASH DRAW AGREEMENT
Draw Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LETTER OF CREDIT AND CASH DRAW AGREEMENT (this “Amendment”) is dated as of September 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 by the First Amendment to Amended and Restated Letter of Credit and Cash Draw Agreement, dated June 5, 2013, by and among the Company, each of the Subsidiary Guarantors and the Issuing Bank, and as further amended, supplemented or otherwise modified through the date hereof, the “Letter of Credit Agreement”) by and a

THIRD AMENDMENT AGREEMENT TO
Third Amendment Agreement • December 10th, 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 as amended pursuant to that certain First Amendment Agreement dated as of June 5, 2013 and that certain Second Amendment Agreement dated as of September 5, 2013 (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

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • December 10th, 2013 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) is entered into as of September 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).

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