CREDIT AGREEMENT Dated as of March 27, 2014 among UTI, UNITED STATES, INC., UTI INTEGRATED LOGISTICS, LLC, UTI INVENTORY MANAGEMENT SOLUTIONS INC., MARKET TRANSPORT, LTD., SAMMONS TRANSPORTATION, INC., CONCENTREK, INC., and INTRANSIT, INC., as U.S....Pledge and Security Agreement • March 31st, 2014 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
CREDIT AGREEMENT, dated as of March 27, 2014, among UTI, UNITED STATES, INC., a New York corporation, UTI INTEGRATED LOGISTICS, LLC, a South Carolina limited liability company, UTI INVENTORY MANAGEMENT SOLUTIONS INC., a Delaware corporation, MARKET TRANSPORT, LTD., an Oregon corporation, SAMMONS TRANSPORTATION, INC., a Montana corporation, CONCENTREK, INC., an Arizona corporation, and InTransit, Inc. (doing business as UTI TRANSPORT SOLUTIONS INC.), an Oregon corporation (collectively, the “U.S. Borrowers”), UTI, CANADA, INC., a corporation organized under the laws of Canada (the “Canadian Borrower”, and together with the U.S. Borrowers and any Person that becomes a Borrower in accordance with Section 7.11(f) (Additional Collateral and Guaranties; Additional Co-Borrowers), the “Borrowers”, and each, a “Borrower”), UTI WORLDWIDE INC., a British Virgin Islands business company incorporated under the laws of the British Virgin Islands with company number 141257 (the “Parent”), as a Guaran
UTi WORLDWIDE INC. Form of Performance Compensation Award Agreement Providing for the Withholding of Shares to Satisfy Tax Liabilities (for U.S. residents/taxpayers) Award No.UTi WORLDWIDE INC • March 31st, 2014 • Arrangement of transportation of freight & cargo • Virgin Islands
You (the “Participant”) are hereby awarded Performance Units subject to the terms and conditions set forth in this Performance Compensation Award Agreement (“Award”) and in the UTi Worldwide Inc. 2009 Long-Term Incentive Plan (“Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in the Prospectus, which is attached hereto as Exhibit B. You should carefully review these documents, and consult with your personal legal and financial advisors, in order to assure that you fully understand the terms, conditions, and financial implications of this Award before executing this Award.
Supplement No. 1 to the Contract Concerning a Credit LineUTi WORLDWIDE INC • March 31st, 2014 • Arrangement of transportation of freight & cargo
March 31, 2014 Gene Ochi P O Box 3816 Manhattan Beach, CA 90266 United States of America Dear Gene,Master Services Agreement • March 31st, 2014 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • New York
The purpose of this letter (“Letter”) is to document our mutual agreement relating to your ongoing role at UTi. This Letter supplements and amends the Amended and Restated Employment Agreement dated March 25, 2010 between you and UTi, Services, Inc. (the “Agreement”). This Letter also supersedes the letter to you from me dated September 2, 2011 (the “Supplemental Agreement”). To the extent not amended by the terms of this Letter, all terms and conditions set forth in the Agreement shall remain in full force and effect through January 31, 2015, at which time the Agreement shall automatically terminate (unless terminated earlier in accordance with the terms of the Agreement). All capitalized terms used but not defined in this Letter shall have the definitions set forth in the Agreement.
