Letter of Credit Agreement

EXHIBIT 10.3

UTi WORLDWIDE INC.

U.S.$36,000,000 LETTER OF CREDIT FACILITIES

LETTER OF CREDIT AGREEMENT

Dated as of July 9, 2009

TABLE OF CONTENTS

* Schedule or Exhibit omitted

UTi WORLDWIDE INC.
c/o UTi, Services, Inc.
100 OCEANGATE, SUITE 1500
LONG BEACH, CALIFORNIA 90802

U.S.$36,000,000 LETTER OF CREDIT FACILITIES

July 9, 2009

To the Issuing Bank:

Ladies and Gentlemen:

UTi Worldwide Inc., a BVI Business Company incorporated under the laws of the British Virgin Islands with company number 141257 (the “ Company ”) and each of the Subsidiary Guarantors jointly and severally agree with Nedbank, in its capacity as Issuing Bank, as follows:

SECTION 1 LETTERS OF CREDIT

Section 1.1 Issuance of Letters of Credit

The Letters of Credit issued by the Issuing Bank for the account of or on behalf of the Company that are outstanding on the Closing Date (as set forth in Schedule 1.1 hereto) (the “ Existing Letters of Credit ”) shall be deemed to be Letters of Credit issued hereunder on the Closing Date. During the period from the Closing Date to but excluding the earlier of (i) the Maturity Date and (ii) the date of termination pursuant to Section 12.1, subject to the terms and conditions hereof, the Issuing Bank agrees to issue (i) on the Closing Date, a standby letter of credit to ABN AMRO BANK N.V. in the face amount of $26,803,350.00 for the account of the Company in the form attached hereto as Exhibit 1.1 (the “ Closing Date Letter of Credit ”) and (ii) after the Closing Date, standby letters of credit for the account of the Company; provided, however, that the aggregate amount of all such Letters of Credit (including the Existing Letters of Credit, the Closing Date Letter of Credit and any Letters of Credit for which the Company has provided Credit Support) shall not exceed the Maximum Draw Amount; provided, in the case of Letters of Credit issued after the Closing Date, (i) each such Letter of Credit shall be denominated in Dollars or in any Optional Currency; and (ii) in no event shall any Letter of Credit have an expiration date later than the date which is two years from the date of issuance of such Letter of Credit unless agreed to by the Issuing Bank. Subject to the foregoing, the Issuing Bank may agree that any Letter of Credit issued by it may be automatically extended for one or more successive periods not to exceed one year each, unless it elects not to extend for any such additional period.

Whenever the Company desires the issuance of a Letter of Credit after the Closing Date, it shall deliver to the Issuing Bank an Issuance Notice no later than 12:00 p.m. (London time) at least three (3) Business Days, or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 1.2, the Issuing Bank shall issue the requested Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures.

Section 1.2 Conditions to Each Issuance after Closing

The obligation of the Issuing Bank to issue any Letter of Credit on any Credit Date after the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 18, of the following conditions precedent:

(i) the Issuing Bank shall have received a fully executed and delivered Issuance Notice;

(ii) as of such Credit Date, (a) the representations and warranties contained herein and in the other Financing Agreements shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (b) the Issuing Bank’s obligation to issue Letters of Credit shall (x) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (y) not subject the Issuing Bank to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof;

(iii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable issuance of a Letter of Credit that would constitute an Event of Default or a Default; and

(iv) on or before the date of issuance of any Letter of Credit, the Issuing Bank shall have received all other information required by the applicable Issuance Notice and any letter of credit applications or similar documentation requested by the Issuing Bank.

The Issuing Bank shall be entitled, but not obligated, to request and receive, prior to the issuance of a Letter of Credit, additional information reasonably satisfactory to the requesting party confirming the satisfaction of the conditions precedent set forth in clauses (ii) and (iii) above, if, in the good faith judgment of the Issuing Bank such request is warranted under the circumstances.

Section 1.3 Letters of Credit in Optional Currency

(a) The Company must select the currency of a Letter of Credit issued after the Closing Date in its Issuance Notice.

(b) A Letter of Credit issued after the Closing Date may be denominated in Dollars or any Optional Currency.

(c) Notwithstanding any other term of this Agreement, in the event that (i) the Optional Currency requested is not readily available to it in the relevant interbank market in the amount and for the period required or (ii) issuing a Letter of Credit in the proposed Optional Currency might contravene any law or regulation applicable to it, the Issuing Bank will promptly notify the Company to that effect and the parties hereto agree to enter into an amendment hereto and/or to the applicable Letter of Credit, which is reasonably acceptable to both parties, to resolve such situation.

(d) If a Letter of Credit is denominated in an Optional Currency, the Issuing Bank must at monthly intervals after the date of this Agreement (on a Business Day chosen by the Issuing Bank in its sole discretion) recalculate the U.S. Dollar Amount of that Letter of Credit by notionally converting the outstanding amount of that Letter of Credit into US Dollars on the basis of the Issuing Bank’s Spot Exchange Rate on the date of calculation.

(e) The Company must, if requested by the Issuing Bank within 5 days of any calculation under paragraph (d) above, ensure that sufficient Credit Support pursuant to Section 3.5 with respect to the relevant Letter of Credit are made in order to prevent the U.S. Dollar Amount of all of the Letters of Credit outstanding from exceeding the Maximum Draw Amount.

(f) Unless a Financing Agreement specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Financing Agreements is the currency in which the relevant amount in respect of which it is payable is denominated.

SECTION 2 [ RESERVED ]

SECTION 3 PROVISIONS APPLICABLE TO ALL LETTERS OF CREDIT

Section 3.1 Responsibility of Issuing Bank

In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the Company and the Issuing Bank, the Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged; (ii) the validity of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by the Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of the Issuing Bank to the Company. Notwithstanding anything to the contrary contained in this Section 3.1, the Company shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the bad faith, gross negligence or willful misconduct of the Issuing Bank.

Section 3.2 Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit

In the event the Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify the Company, and the Company shall reimburse the Issuing Bank on or before (i) the Business Day immediately following the date on which such drawing is honored (the “ Reimbursement Date ”) in the event the Issuing Bank delivers such notice to the Company on or before 12:00 p.m. (London time) on the Business Day immediately before the Reimbursement Date or (ii) the second Business Day immediately following the Reimbursement Date in the event the Issuing Bank delivers such notice to the Company after 12:00 p.m. (London time) on the Business Day immediately before the Reimbursement Date, in each case in an amount in the currency of the drawing under such Letter of Credit and in same day funds equal to the amount of such honored drawing. Notices to the Company made pursuant to this Section 3.2 shall be made to:

UTi Worldwide
P.O. Box 228
Picquerel House
L’Islet
St. Sampson
Guernsey CYI 3NY
Channel Islands
Attention: Global Financial Treasury Manager or such other address as provided by the Company in writing to the Issuing Bank from time to time.
Fax: 44 1481 245 100
With a copy to:
Craig Braun
Fax: 1-562-552-9496
Lawrence Samuels
Fax: 1-562-552-9489

Section 3.3 Obligations Absolute

The obligation of the Company to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by it and the obligations of the Issuing Bank hereunder shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Company or the Issuing Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank or any other Person or, in the case of the Issuing Bank, against the Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Company or any of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries; (vi) any breach hereof or any other Financing Agreements by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided , in each case, that payment by the Issuing Bank under the applicable Letter of Credit shall not have constituted bad faith, gross negligence or willful misconduct of the Issuing Bank under the circumstances in question.

Section 3.4 Interest and Fees

(a) The Company agrees to pay to the Issuing Bank, with respect to drawings honored under any Letter of Credit issued by the Issuing Bank, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the Reimbursement Date at a rate equal to the sum of (i) the rate calculated by the Issuing Bank, with notice thereof provided by the Issuing Bank to the Company, that reflects the Issuing Bank’s cost of funds in respect of such honored drawing plus (ii) 2.0% per annum. Interest payable pursuant to this Section 3.4(a) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand.

(b) The Company agrees to pay to the Issuing Bank:

(i) commitment fees equal to (1) the average of the daily difference between (A) Maximum Draw Amount with respect to Letters of Credit, and (B) the LC Usage, times (2) 0.80% per annum during the period from the Closing Date to but excluding the earliest of (i) the Maturity Date, (ii) the date of termination of the Issuing Bank’s commitments pursuant to Section 12.1 and (iii) the date that the LC Commitment is no longer in effect, all Obligations have been paid in full and Letters of Credit have been cancelled or have expired or the Company has provided Credit Support with respect thereto;

(ii) with respect to each outstanding Letter of Credit, letter of credit fees equal to (1) 1.60% per annum, times (2) the daily maximum amount available to be drawn under such outstanding Letter of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination);

(iii) such documentary, processing, correspondent and other usual and customary fees and charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be; and

(iv) with respect to each Letter of Credit issued, fronting fees on the face amount of each Letter of Credit equal to 0.115% per annum calculated from the period from the date of issuance of such Letter of Credit until its termination date based on a 360-day year, and payable on the issuance date of such Letter of Credit (and any extension thereof, if applicable).

The fees referred to referred to in Section 3.4(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable (i) quarterly in arrears, commencing September 30, 2009 and (ii) on the Maturity Date and any date on which the Letters of Credit have been cancelled or the Company has provided Credit Support with respect thereto. The fees referred to in Section 3.4(b)(ii) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable in advance commencing from Closing and occurring each anniversary thereafter. Notwithstanding the foregoing, with respect to any fees payable in advance, upon the cancellation, reduction or termination of any Letter of Credit, such fee shall be pro rata refunded to the Company.

(c) Upon the occurrence and during the continuation of any Event of Default, (a) the per annum rate used to calculate (i) the interest rate payable pursuant to Section 3.4(a), (ii) the commitment fees and letter of credit fees payable pursuant to Section 3.4(b) and (iii) the letter of credit fees payable pursuant to Section 3.4(c) shall be automatically increased by 300 basis points, and (b) any overdue fees, interest or other amounts owed hereunder shall thereafter bear interest (including post-petition interest in any proceeding under any bankruptcy or insolvency laws) payable on demand at a rate that is 300 basis points per annum in excess of the interest rate that was payable pursuant to Section 3.4(a) prior to the occurrence of such Event of Default. Payment or acceptance of the increased rates provided for in this Section 3.4(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Issuing Bank.

(d) If the Borrower provides Credit Support with respect to any part of a Letter of Credit then the letter of credit fee pursuant to Section 3.4(b)(ii), the documentary, processing, correspondent and other usual customary fees pursuant to Section 3.4(iii), the fronting fee pursuant to Section 3.4(b)(iv), and the fees pursuant to Section 3.4(c) (if applicable) shall continue to be payable until the expiry of the Letter of Credit.

Section 3.5 Credit Support

(a) A Letter of Credit is repaid or prepaid to the extent that:

(i) the Company provides cash collateral or a backstop letter of credit with respect to that Letter of Credit in accordance with Section 3.5(b);

(ii) the maximum amount payable under the Letter of Credit is reduced or cancelled in accordance with its terms;

(iii) the relevant Letter of Credit has been returned to the Issuing Bank and the Issuing Bank is satisfied that it has no further liability under that Letter of Credit; or

(iv) the Issuing Bank is otherwise satisfied that it has no further liability under that Letter of Credit.

The amount by which a Letter of Credit is repaid or prepaid under sub-paragraphs (i) and (ii) above is the amount of the relevant cash collateral or a backstop letter of credit, reduction or cancellation.

(b) “ Credit Support ” means the Company has provided to the Issuing Bank (or one of its Affiliates) with respect to a Letter of Credit:

(i) payment of an amount sufficient to provide the Issuing Bank with coverage with respect to at least 105% of the aggregate amount available for drawings under such outstanding Letter of Credit in the currency of such Letter of Credit to an interest-bearing account or time deposit with the Issuing Bank (or one of its Affiliates) and the following conditions are met:

(A) until no amount is or may be outstanding under that Letter of Credit, withdrawals from such account or time deposit may only be made to pay the Issuing Bank for which the cash collateral is provided under this clause;

(B) the Company has executed and delivered a security document with respect to such account or time deposit, in form and substance satisfactory to the Issuing Bank for which the cash collateral is provided, creating a first ranking security interest over such account or time deposit (it being acknowledged that such cash collateral shall also secure obligations with respect to the LC Agreement and the notes issued under the Existing Financing Agreements and the Notes on a pari passu basis); and

(C) such other conditions as are reasonably satisfactory to the Issuing Bank; or

(ii) receipt of a backstop letter of credit in a face amount sufficient to provide the Issuing Bank with coverage with respect to at least 105% of the aggregate amount available for drawings under such outstanding Letter of Credit in the currency of such Letter of Credit and such backstop letter of credit is on terms and conditions and from a financial institution acceptable to the Issuing Bank in its sole discretion.

(c) The outstanding amount of a Letter of Credit at any time is the maximum amount (actual or contingent) that is or may be payable by the Company in respect of that Letter of Credit at that time.

Section 3.6 Maturity

On or prior to the Business Day prior to the Maturity Date, the Company shall provide Credit Support in accordance with Section 3.5(b) with respect to the aggregate amount available for drawing under each Letter of Credit that is anticipated to remain outstanding after the Maturity Date.

Section 3.7 Evidence of Debt

The Issuing Bank shall maintain on its internal records an account or accounts evidencing the Indebtedness of the Company to the Issuing Bank, including the amounts of the Letters of Credit and other Obligations and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Company, absent manifest error; provided , failure to make any such recordation, or any error in such recordation, shall not affect the Company’s Obligations.

Section 3.8 Irish Insurance Acts

For the avoidance of doubt, the Issuing Bank shall not issue any Letter of Credit either (i) at the request of or for the account of any Person incorporated in Ireland or (ii) to any Person resident in Ireland, in each case where the Issuing Bank is not duly authorized to carry on the business of issuing contracts of suretyship in Ireland (or otherwise exempted under the laws of Ireland from the requirement to have any such authorization) or where the issuance of any such Letter of Credit by the Issuing Bank would otherwise contravene any law of Ireland.

Section 3.9 Requirement to Provide Credit Support Upon a Change of Control

Following the occurrence of a Change of Control and within 5 Business Days of the request of the Issuing Bank, the Company shall ensure that sufficient Credit Support is provided to the Issuing Bank pursuant to Section 3.5 with respect to all outstanding Letters of Credit.

Section 3.10 Applicability of ISP

Unless otherwise expressly agreed by the Issuing Bank and the Company the rules of the ISP shall apply to each standby Letter of Credit.

SECTION 4 CONDITIONS TO CLOSING

The Issuing Bank’s obligation to issue Letters of Credit hereunder at the Closing is subject to the fulfillment to Issuing Bank’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1 Representations and Warranties The representations and warranties of the Obligors in the Financing Agreements to which they are a party shall be correct in all material respects at the time of the Closing.

Section 4.2 Performance; No Default The Obligors shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and the other Financing Agreements to which they are a party required to be performed or complied with by each of them prior to or at the Closing and after giving effect to the issuance of the Letters of Credit, no Default or Event of Default shall have occurred and be continuing.

Section 4.3 Compliance Certificates

(a)  Officer’s Certificate Each Obligor shall have delivered to the Issuing Bank an Officer’s Certificate (or a certificate from a person authorized by the board of directors (or equivalent governing body) of the Obligor to sign documents on behalf of the Obligor in connection with this Agreement), dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)  Secretary’s or Director’s Certificate Each Obligor shall have delivered to the Issuing Bank a certificate of its Secretary or an Assistant Secretary or a Director (or another appropriate person authorized by the board of directors (or equivalent governing body) of the Obligor to sign documents on behalf of the Obligor in connection with this Agreement), dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Agreements to which it is a party.

Section 4.4 Opinions of Counsel The Issuing Bank shall have received opinions in form and substance reasonably satisfactory to the Issuing Bank, dated the date of the Closing from (i) Paul, Hastings, Janofsky & Walker LLP, U.S. counsel for the Obligors, (ii) Tonkon Torp LLP, Oregon, counsel for the Obligors, (iii) Dibble Law Offices, South Carolina counsel for the Obligors, (iv) Snell & Wilmer, Arizona counsel for the Obligors, (v) Poore, Roth & Robinson, P.C., Montana counsel for the Obligors, (vi) Harney Westwood & Riegels, British Virgin Islands counsel for the Obligors, (vii) Walkers, British Virgin Islands counsel for the Issuing Bank, (viii) Piper Alderman, Australian counsel for the Obligors, (ix) WeirFoulds, Ontario, Canadian counsel for the Obligors, (x) Cox & Palmer, New Brunswick, Canadian counsel for the Obligors, (xi) Latham & Watkins LLP, German counsel for the Issuing Bank, (xii) Latham & Watkins LLP, Hong Kong counsel for the Issuing Bank, (xiii) Boekel De Nerée, Dutch counsel for the Obligors, (xiv) Spigthoff, Netherlands Antilles counsel for the Obligors, (xv) Garrido-Lestache Burdiel Abogados, Spanish counsel for the Obligors, (xvi) Baker & McKenzie, Taiwan counsel for the Obligors, (xvii) Latham & Watkins LLP, English counsel for the Issuing Bank, (xviii) Gerard & Associes, Belgium counsel for the Obligors, (xix) Bell Gully, New Zealand counsel for the Obligors, (xx) McCann Fitzgerald Solicitors, Ireland counsel for the Obligors, and (xxi) Baker and McKenzie, Wong & Leow, Singapore counsel for the Obligors, substantially in the respective forms set forth in Exhibits 4.4(a)(i) through 4.4(a)(xxi) and covering such other matters incident to the transactions contemplated hereby as the Issuing Bank or its counsel may reasonably request (and the Obligors hereby instruct their counsel to deliver such opinions to the Issuing Bank).

Section 4.5 Issuance Permitted By Applicable Law, Etc.

On the date of the Closing, the Issuing Bank’s obligation to issue Letters of Credit shall (a) not violate any applicable law or regulation in any applicable jurisdiction (b) not subject the Issuing Bank to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof and (c) not be contrary to any sanction or resolution set forth by the United Nations or similar entity that prevents the Issuing Bank from conducting business in any applicable jurisdiction. If requested by the Issuing Bank, the Issuing Bank shall have received an Officer’s Certificate certifying as to such matters of fact as the Issuing Bank may reasonably specify to enable the Issuing Bank to determine whether such issuance is so permitted.

Section 4.6 [ Intentionally Omitted ]

Section 4.7 Payment of Fees Without limiting the provisions of Section 16.1, the Company shall have paid on or before the Closing (i) the fees, charges and disbursements of the Issuing Bank’s special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing, (ii) a non-refundable arrangement fee of $540,000 and (iii) the fees payable in advance pursuant to Section 3.4(b)(ii), (iii) and (iv) for the period from the Closing Date to and including the first anniversary of the Closing Date.

Section 4.8 [ Intentionally Omitted ]

Section 4.9 Changes in Corporate Structure No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5. The debt and equity structure of the Group (and the terms thereof) shall not be materially different than the structure disclosed to the Issuing Bank on or prior to the date of the Summary of Terms.

Section 4.10 Acceptance of Appointment to Receive Service of Process The Issuing Bank shall have received evidence of the acceptance by UTi Worldwide (UK) Limited of the appointment and designation provided for by Section 24.9(b) for the period from the date of the Closing to July 9, 2011 (and the payment in full of all fees in respect thereof).

Section 4.11 [ Intentionally Omitted ]

Section 4.12 Proceedings and Documents All corporate and other proceedings in connection with the transactions contemplated by the Financing Agreements and all documents and instruments incident to such transactions shall be reasonably satisfactory to the Issuing Bank and its special counsel, and the Issuing Bank and its special counsel in their reasonable discretion shall have received all such counterpart originals or certified or other copies of such documents as the Issuing Bank or such special counsel may reasonably request.

Section 4.13 Subsidiary Guarantee Agreement Each Subsidiary Guarantor shall have executed and delivered (and the Issuing Bank shall have received an original copy thereof) the Subsidiary Guarantee Agreement, and the Subsidiary Guarantee Agreement shall be in full force and effect.

Section 4.14 Existing Credit Agreement The Company shall have (i) repaid in full the Existing Credit Agreement, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to the Issuing Bank all documents or instruments necessary to release all guarantees with respect to such Existing Credit Agreement and (iv) made arrangements satisfactory to the Issuing Bank with respect to the cash collateralization, termination, cancellation or replacement of, or other arrangement for, any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of the Company with respect thereto.

Section 4.15 No Material Adverse Effect Since the date of the Summary of Terms, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

Section 4.16 Leverage Ratio The Company shall have delivered to the Issuing Bank a chief financial officer certificate certifying that the pro forma Leverage Ratio (which shall be calculated reflecting the transactions contemplated hereby on a pro-forma basis and shall be acceptable to the Issuing Bank) was not greater than 2.50:1.00 for the twelve-month period ended as of April 30, 2009.

Section 4.17 Solvency Certificate The Issuing Bank shall have received a solvency certificate from the chief financial officer of the Company in form and substance satisfactory to the Issuing Bank.

SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

Each Obligor, jointly and severally, represents and warrants to the Issuing Bank on each Credit Date that:

Section 5.1 Organization; Power and Authority Each Obligor is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation or other legal entity, where applicable, and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the corporate (or other organizational) power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements to which it is a party and to perform the provisions hereof and thereof.

Section 5.2 Authorization, Etc. The Financing Agreements to which each Obligor is a party have been duly authorized by all necessary corporate or other entity action on the part of each Obligor, and each Financing Agreement constitutes a legal, valid and binding obligation of each Obligor party thereto enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 Disclosure No representation or warranty of any Obligor contained in this Agreement or in any other documents, certificates or written statements furnished to the Issuing Bank in connection with the Closing Date or as required under this Agreement by or on behalf of the Company or any of its Subsidiaries contains any untrue statement of a material fact or omits to state a material fact (known to the Company, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. As of the Closing Date, any projections and pro forma financial information contained in such materials delivered on or prior to the Closing Date are based upon good faith estimates and assumptions believed by the Company to be reasonable at the time made, it being recognized by the Issuing Bank that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. Except as disclosed in the documents identified in Schedule 5.3, since January 31, 2009, there has been no change in the financial condition, operations, business or properties of any Obligor, or any Subsidiary except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there is no fact known to any Obligor that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or identified in Schedule 5.3.

Section 5.4 Organization and Ownership of Shares of Subsidiaries; Affiliates (a) As of the Closing Date, Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of each Obligor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by each Obligor and each other Subsidiary and whether such Subsidiary will on the date of the Closing be a Subsidiary Guarantor, (ii) of each Obligor’s Affiliates, other than Subsidiaries, and (iii) of each Obligor’s directors and senior officers.

(b) All of the outstanding or issued shares of capital stock, shares or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by each Obligor and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by each Obligor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary (other than the Obligors) identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization, and is duly qualified as a foreign corporation, where applicable, or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) As of the Closing Date, no Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than the Financing Agreements, the LC Agreement, the Existing Financing Agreements, the Notes Financing Agreements, the agreements listed on Schedule 5.4 and customary limitations imposed by applicable law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to any Obligor or any of its Subsidiaries that owns outstanding or issued shares of capital stock, shares or similar equity interests of such Subsidiary.

(e) A group structure chart included in Schedule 5.4 shows all members of the Group (and all Joint Ventures and minority interests held by any member of the Group) as of the Closing Date.

(f) 100% of the issued share capital of each Obligor is directly or indirectly wholly owned by the Company and, in respect of the Irish Obligor, the Company and each other Obligor are members of the same group of companies consisting of a holding company and its subsidiaries (within the meaning of section 155 of the Companies Act 1963 of Ireland) for the purposes of Section 35 of the Companies Act, 1990 of Ireland.

(g) In the case of each borrower or guarantor under the South African Facility, the group structure chart in Schedule 5.4 shows the shareholders of and their percentage shareholdings in each obligor under the South African Facility and the shareholders of or partners in such entities as of the Closing Date.

Section 5.5 Financial Statements; Material Liabilities (a) The Obligors have delivered to the Issuing Bank copies of the consolidated financial statements of the Company listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Obligors and their Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnotes). As of the Closing Date, the Obligors and their Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in Schedule 5.3.

Section 5.6 Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by each Obligor of the Financing Agreements to which it is a party will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum and articles of association, regulations or by-laws, or any other agreement or instrument to which any Obligor or any Subsidiary is bound or by which any Obligor or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any Subsidiary, except for such conflicts or breaches that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any Subsidiary, in each case, except for such contraventions, breaches, defaults, Liens, conflicts and violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.7 Governmental Authorizations, Etc. Except as disclosed in Schedule 5.7, as of the Closing Date, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by any Obligor of the Financing Agreements to which it is a party, including, without limitation, any thereof required in connection with the obtaining of Dollars to make payments under any Financing Agreement and the payment of such Dollars to Persons resident in the United States of America. Except as disclosed in Schedule 5.7, it is not necessary to ensure the legality, validity, enforceability or admissibility into evidence in the Applicable Jurisdiction of any Financing Agreement that any thereof or any other document be filed, recorded or enrolled with any Governmental Authority, or that any such agreement or document be stamped with any stamp, registration or similar transaction tax.

Section 5.8 Litigation; Observance of Agreements, Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of any Obligor, threatened against or affecting any Obligor or any Subsidiary or any property of any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, based on the facts known to the Company, would reasonably be expected to have a Material Adverse Effect.

(b) No Obligor nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including, without limitation, Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, based on the facts known to the Company, would reasonably be expected to have a Material Adverse Effect.

Section 5.9 Taxes Except as set forth on Schedule 5.9, the Obligor and their Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) for purposes of making this representation on the Closing Date, the amount of which is not individually or in the aggregate Material (or for purposes of making this representation after the Closing Date, the amount that would reasonably be expected to have a Material Adverse Effect) or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which such Obligor or a Subsidiary, as the case may be, has established adequate reserves in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company). Except as set forth on Schedule 5.9, no Obligor knows of any basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of each Obligor and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate.

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of any Applicable Jurisdiction or any political subdivision thereof will be incurred by any Obligor or the Issuing Bank as a result of the execution or delivery of the Financing Agreements and, as of the Closing Date, except as specified in Schedule 5.9, no deduction or withholding in respect of Taxes imposed by or for the account of any Applicable Jurisdiction or, to the knowledge of any Obligor, any other Taxing Jurisdiction, is required to be made from any payment by any Obligor under the Financing Agreements except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of any Applicable Jurisdiction arising out of circumstances described in clause (a), (b) or (c) of Section 13.

Section 5.10 Title to Property; Leases Each Obligor and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by any Obligor or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business or as otherwise not prohibited hereby), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11 Licenses, Permits, Etc. (a) Each Obligor and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

(b) To the knowledge of each Obligor, no product of such Obligor or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

(c) To the knowledge of each Obligor, there is no Material violation by any Person of any right of such Obligor or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by such Obligor or any of its Subsidiaries.

Section 5.12 Compliance with ERISA; Non-U.S. Plans (a) Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that, in either case, would reasonably be expected to result in the incurrence of any such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) As of the Closing Date, the present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. As of the Closing Date, the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan that is funded, determined as of the end of each Obligor’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such benefit liabilities by more than U.S.$10,000,000 (or its equivalent in any other currency) and the aggregate amount of such excess benefit liabilities for all such Non-U.S. Plans did not exceed U.S.$10,000,000 (or its equivalent in any other currency). The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) Each Obligor and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii) any obligation in connection with the termination of or withdrawal from any Non-U.S Plan that individually or in the aggregate is Material.

(d) The expected postretirement benefit obligation (determined as of the last day of each Obligor’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of each Obligor and its Subsidiaries is not Material.

(e) The execution and delivery of the Financing Agreements by the Obligors and the issuance of the Letters of Credit for the benefit of the Company hereunder will not involve any non-exempt transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.

(f) All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by each Obligor and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably expected to have a Material Adverse Effect.

Section 5.13 [ Intentionally Omitted ]

Section 5.14 Use of Proceeds; Margin Regulations (a) The Letters of Credit will only (i) be available on the Closing Date to backstop the performance-based letters of credit issued by ABN for the account of the Company under the Existing Credit Agreement, (ii) consist of the Existing Letters of Credit, each of which shall be deemed to be issued hereunder, and (iii) with respect to new performance-based Letters of Credit issued after the Closing Date for the account of the Company, support the general corporate purposes of the Company and its Subsidiaries, Joint Ventures and entities of which the Company, either directly or indirectly, owns 50% or less of the outstanding equity interests; provided that Letters of Credit will not be outstanding for the benefit of the Joint Ventures and entities of which the Company, either directly or indirectly, owns 50% or less of the outstanding equity interests in an aggregate face amount exceeding $3,000,000 at any time; provided further that for the avoidance of doubt, Letters of Credit will only be available in an aggregate face amount up to the Maximum Draw Amount.

(b) The Company will apply the proceeds of the sale of the Notes to (i) repay the loans under the Existing Credit Agreement in their entirety, (ii) for working capital and (iii) for other corporate purposes. The application of such proceeds will not result in a violation of any financial assistance laws under any Applicable Jurisdiction. The Letters of Credit hereunder will not be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve any Obligor in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of any Obligor and its Subsidiaries and no Obligor has any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15 Existing Indebtedness; Future Liens (a) Schedule 5.15 sets forth a complete and correct list of all Indebtedness of (or the commitment to extend credit to) the Obligors and their Subsidiaries other than Indebtedness under the Existing Financing Agreements, the Existing Credit Agreement and certain items of Indebtedness which individually are not in excess of U.S.$5,000,000 (or its equivalent in any other currency) and in the aggregate are not in excess of U.S.$20,000,000 (or its equivalent in any other currency), each as of April 30, 2009 (including the principal amount outstanding and collateral therefor, if any, and the Guaranty thereof, if any) since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of such Obligors or their Subsidiaries, other than a U.S.$250,000,000 senior credit facility which is to be repaid concurrently with the Closing and amounts related to permitted earnout arrangements specified in Schedule 5.15 (“ Permitted Earnout Arrangements ”). As of the Closing Date, no Obligor nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of any Obligor or such Subsidiary and no event or condition exists with respect to any Indebtedness of any Obligor or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment, except for such defaults (other than payment defaults), events or conditions in a single credit facility in an amount less than U.S.$5,000,000 (or its equivalent in any other currency) or under multiple credit facilities which in the aggregate are less than U.S.$20,000,000 (or its equivalent in any other currency) that would not, individually or in the aggregate, have a Material Adverse Effect.

(b) No Obligor nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

(c) Except as set forth in Schedule 5.15, as of the Closing Date, no Obligor nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Obligor or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter, memorandum and articles of association or other organizational document) other than the LC Agreement, the Existing Financing Agreements and the Notes Financing Agreements, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of such Obligor.

Section 5.16 [ Intentionally Omitted ]

Section 5.17 [ Intentionally Omitted ]

Section 5.18 Environmental Matters (a) No Obligor nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against any Obligor or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.

(b) No Obligor nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.

(c) No Obligor nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that would reasonably be expected to result in a Material Adverse Effect; and

(d) All buildings on all real properties now owned, leased or operated by any Obligor or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect.

Section 5.19 Ranking of Obligations The Company’s payment obligations with respect to the Letters of Credit and the payment obligations of the Subsidiary Guarantors under the Subsidiary Guarantee Agreement rank at least pari passu , without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Obligor, as the case may be, except for obligations mandatorily preferred by any applicable law applying to companies generally.

Section 5.20 Obligor Group Each Subsidiary of the Company which is a borrower or guarantor under the LC Agreement, the Existing Financing Agreements or the Notes Financing Agreements as of the date hereof is a Subsidiary Guarantor hereunder.

Section 5.21 CASS Reserve Each member of the Group, that is a party to the CASS Agreement, has timely paid all accounts payable due and owing to CASS in accordance with the terms and provisions of the CASS Agreement, except any such accounts payable which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles in the jurisdiction of incorporation of that member of the Group shall have been set aside on its books and records.

Section 5.22 Labor Matters (a) As of the Closing Date, no member of the Group is subject to any collective bargaining or similar agreement, other than those companies set out in Schedule 5.22 (Collective Bargaining Agreements).

(b) There are no existing or threatened strikes, slowdowns, lockouts or other similar labor disputes involving any member of the Group that singly or in the aggregate have or are reasonably likely to have a Material Adverse Effect.

(c) Hours worked by and payment made to employees of each member of the Group are not in violation of the United States Fair Labor Standards Act of 1938 (if applicable) or any other applicable law, rule or regulation dealing with such matters, except to the extent such violations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.23 Insolvency As at the date of this Agreement:

(a) no Obligor, is unable, or is deemed to be unable for the purposes of any applicable law, or admits or has admitted its inability, to pay its debts as and when they fall due or has suspended, or announced an intention to suspend, making payments on any of its debts;

(b) no Obligor, by reason of actual or anticipated financial difficulties has begun negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its Indebtedness; and

(c) no moratorium has been declared in respect of any Indebtedness of any Obligor.

Section 5.24 Taiwan Guarantor The shares of the Taiwan Guarantor have not been publicly issued and the Taiwan Guarantor has not adopted internal guarantee rules.

Section 5.25 Lake States Trucking Lake States Trucking, Inc. is a holding company and it does not carry out any business or hold any assets other than (i) the ownership of the shares in Sammons Transportation, Inc., (ii) assets that do not constitute more than 2.0% of the Group’s assets or income, and (iii) incurring Indebtedness under the Financing Agreements, the Existing Financing Agreements, the LC Agreement and the Notes Financing Agreements.

SECTION 6 [ INTENTIONALLY OMITTED ]

SECTION 7 INFORMATION AS TO COMPANY

Section 7.1 Financial and Business Information The Company shall deliver to the Issuing Bank (and for purposes of this Agreement the information required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof):

(a)  Quarterly Statements — promptly after the same are available and in any event within 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “ Form 10-Q ”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year-ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding period in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a) as they pertain to consolidated statements;

(b)  Annual Statements — promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “ Form 10-K ”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of

(i) consolidated balance sheets of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP and accompanied by

(A) an opinion thereon of an independent registered public accounting firm of recognized international standing without any Impermissible Qualification, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company and its results of operations and cash flows in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4, 10.13 and 10.20 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to the Issuing Bank, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and

provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants’ report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

(c)  SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, circular, notice or proxy statement or similar document (including any form of compliance certificate related to the LC Agreement and any consolidation working papers) sent by any Obligor or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by the Issuing Bank), and each prospectus and all amendments thereto filed by any Obligor or any Subsidiary with the SEC or any similar Governmental Authority or securities exchange and of all press releases and other statements made available generally by any Obligor or any Subsidiary to the public concerning developments that are Material; provided that the Company shall be deemed to have made deliveries required under this Section 7.1(c)(ii) if it shall have timely made such documents available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at http//www.go2uti.com) and shall have given the Issuing Bank notice of its availability on EDGAR and on its home page in connection with each delivery promptly after such documents become available on EDGAR;

(d)  Notice of Default or Event of Default or Litigation or Arbitration — (i) promptly and in any event within five Business Days after a Responsible Officer becomes aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Obligors are taking or propose to take with respect thereto; and

(ii) promptly and in any event within five Business Days after a Responsible Officer becomes aware of any current, threatened or pending litigation, arbitration or administrative proceedings which has or would, if adversely determined, have a Material Adverse Effect, provide a written notice specifying the details of such litigation, arbitration or administrative proceeding.

(e)  Employee Benefit Matters — promptly and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that any Obligor or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by any Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of any Obligor or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; or

(iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f)  Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to any Obligor or any Subsidiary from any Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect;

(g)  Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of any Obligor or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of any Obligor to perform its obligations hereunder as from time to time may be reasonably requested by the Issuing Bank;

(h)  Quarterly Consolidating Working Papers — Within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year which shall be within 90 days after the end of such fiscal year), copies of unaudited consolidating working papers for each Subsidiary Guarantor providing the information necessary to determine the Obligors’ ability to comply with Section 9.12 hereof.

Section 7.2 Officer’s Certificate Each set of financial statements delivered to the Issuing Bank pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a)  Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 9.8, Section 9.10, Section 9.12, Sections 10.2 through 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b)  Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of any Obligor and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of any Obligor or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Obligors shall have taken or proposes to take with respect thereto.

Section 7.3 Visitation The Obligors shall permit the representatives of the Issuing Bank:

(a)  No Default — if no Default or Event of Default then exists, at the expense of the Issuing Bank and upon reasonable prior notice to the Obligors, to visit the principal executive office of the Obligors, to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries with any Obligor’s officers, and (with the consent of the Obligors, which consent will not be unreasonably withheld) their independent public accountants, and (with the consent of the Obligors, which consent will not be unreasonably withheld) to visit the other offices and properties of any Obligor and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)  Default — if a Default or Event of Default then exists, at the expense of the Obligors to visit and inspect any of the offices or properties of any Obligor or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Obligors authorize said accountants to discuss the affairs, finances and accounts of the Obligors and their Subsidiaries), all at such times and as often as may be requested.

Section 7.4 Limitation on Disclosure Obligation The Obligors shall not be required to disclose the following information pursuant to Section 7.1(d)(ii), 7.1(g) or 7.3:

(a) information that the Obligors determine after consultation with counsel qualified to advise on such matters that, notwithstanding the confidentiality requirements of Section 21, it would be prohibited from disclosing by applicable law or regulations without making public disclosure thereof; or

(b) information that, notwithstanding the confidentiality requirements of Section 21, the Obligors are prohibited from disclosing by the terms of an obligation of confidentiality contained in any agreement with any non-Affiliate binding upon the Obligors and not entered into in contemplation of this clause (b), provided that the Obligors shall use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit the disclosure of the relevant information and provided further that the Obligors have received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement.

Promptly after a request therefor from the Issuing Bank, the Obligors will provide the Issuing Bank with a written opinion of counsel (which may be addressed to the Obligors) relied upon as to any requested information that the Obligors are prohibited from disclosing to the Issuing Bank under circumstances described in this Section 7.4.

SECTION 8 [ INTENTIONALLY OMITTED ]

SECTION 9 AFFIRMATIVE COVENANTS

Each Obligor, jointly and severally, covenants that so long as any LC Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit or provision of Credit Support with respect to all Letters of Credit:

Section 9.1 Compliance with Law Without limiting Section 10.10, the Obligors will, and will cause each of their Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2 Insurance The Obligors will, and will cause each of their Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3 Maintenance of Properties The Obligors will, and will cause each of their Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Obligors or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Obligors have concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4 Payment of Taxes and Claims The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 9.5 Corporate Existence, Etc. Subject to Section 10.7, the Obligors will at all times preserve and keep in full force and effect their corporate existence. Subject to Sections 10.7 and 10.8, the Obligors will at all times preserve and keep in full force and effect the corporate existence of each of their Subsidiaries (except that (i) Subsidiaries which are not members of the South African Group may merge into an Obligor and (ii) Subsidiaries which are members of the South African Group may merge with other members of the South African Group) and all rights and franchises of the Obligors and their Subsidiaries unless, in the good faith judgment of the Obligors, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section 9.6 Books and Records The Obligors will, and will cause each of their Subsidiaries to, maintain proper books of record and account in conformity with applicable generally accepted accounting principles and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Obligor or such Subsidiary, as the case may be.

Section 9.7 Priority of Obligations The Obligors will ensure that their payment obligations under the Financing Agreements will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Obligors except for obligations mandatorily preferred by law applying to companies generally. Notwithstanding the foregoing, at all times, the Company’s payment obligations with respect to the Letters of Credit and the payment obligations of the Subsidiary Guarantors under the Subsidiary Guarantee Agreement will rank at least pari passu, without preference or priority, with the respective obligations of the Company and the Subsidiary Guarantors under the Existing Financing Agreements, the LC Agreement and the Notes Financing Agreements. Notwithstanding the foregoing, in the event that the Company is required to cash collateralize the letters of credit under the LC Agreement, the Company may provide up to U.S.$15,000,000 (or its equivalent in any other currency) as cash collateral to collateralize such letters of credit without providing collateral to the Issuing Bank hereunder; provided (i) no Default or Event Default has occurred or would result from the provision of such cash collateral (other than any default or event of default caused by the Company’s failure to comply with Section 1.3(e) of the LC Agreement) and (ii) such cash collateralization is made pursuant to Section 1.3(e) of the LC Agreement.

Section 9.8 Minimum Interest Charge Coverage The Company will ensure that the ratio of Consolidated EBITDA to Consolidated Interest Payable is not, at the end of each Measurement Period, less than 4.00 to 1.00.

Section 9.9 Dividend Capture from South Africa The Obligors will ensure that cash Distributions are made to Pyramid Freight BVI in accordance with the general distribution principles applied by the Company in respect of cash Distributions made out of South Africa taking into account at any time the requirements of any applicable South African exchange control regulations, the local financial needs of the South African Group and any projected financial requirements of the South African Group.

Section 9.10 Additional Guarantors (a) The Company (i) will cause any Subsidiary of the Company, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or other obligor under the LC Agreement, the Existing Financing Agreements or the Notes Financing Agreements, substantially concurrently, and (ii) may cause any Subsidiary of the Company to become a Subsidiary Guarantor (an “ Additional Guarantor ”) under the Subsidiary Guarantee Agreement by executing a joinder agreement to this Agreement in the form set out in Part 1 of Exhibit 9.10 (the “ Joinder Agreement ”) and in any such event the Company will cause such Subsidiary to deliver the relevant documents and evidence listed in Part 2 of Exhibit 9.10.

(b) As from the date of the Joinder Agreement, the relevant Subsidiary shall become an Obligor and Subsidiary Guarantor under this Agreement.

(c) The Company agrees that:

(i) within 10 days following execution of a Joinder Agreement it will provide at least one original and to the Issuing Bank a copy of that Joinder Agreement (with evidence as to payment of any applicable stamp duty or similar tax); and

(ii) immediately on execution of any such Joinder Agreement it will provide to the Issuing Bank a legal opinion (from legal counsel approved by the Issuing Bank acting reasonably) confirming (1) the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the obligations of the relevant Subsidiary Guarantor under such Joinder Agreement and this Agreement subject to such exceptions, assumptions and qualifications as are substantially similar to those delivered with respect to the obligations of the Subsidiary Guarantors as of the date of Closing and (2) such other matters as the Issuing Bank may reasonably request so long as such opinions are substantially similar in scope to the opinions delivered in connection with the Closing of this Agreement. The Company shall cause such additional Subsidiary Guarantor to deliver such other closing showings as may be reasonably requested by the Issuing Bank substantially similar in scope to the closing showings delivered by the original Subsidiary Guarantors at the Closing.

(d) The Company shall, by not less than 3 Business Days’ prior written notice to the Issuing Bank, notify the Issuing Bank of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to this Section 9.10.

(e) Following the giving of any notice pursuant to paragraph (d) above, if the accession of such Additional Guarantor obliges the Issuing Bank to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Issuing Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Issuing Bank in order for the Issuing Bank or any prospective new Issuing Bank to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

Section 9.11 Release of Subsidiary Guarantors (i) Upon notice by the Company to the Issuing Bank (which notice shall contain a certification by the Company as to the applicable matters specified below), a Subsidiary shall cease to be an Obligor under this Agreement if such Subsidiary has been (or will be concurrently) released as a borrower, guarantor or other obligor under the LC Agreement, the Existing Financing Agreements (and so long as the Existing Financing Agreements remain in place and such provision is contained therein such Subsidiary is not then designated as a borrower, guarantor or other obligor under any other credit facility of the Company or any Subsidiary that provides for credit in excess of U.S.$5,000,000 (or its equivalent in any other currency) in the aggregate) and the Notes Financing Agreements, provided , that, both immediately before and after giving effect to any such release (x) no Default or Event of Default shall have occurred and be continuing and (y) other than the payment of reasonable legal fees, no consideration was granted to any agent or Issuing Bank under the LC Agreement, the Existing Financing Agreements or the Notes Financing Agreements, directly or indirectly in connection with such release including, but not limited to, any payment of any fees, any increase in pricing, any additional Guaranty, any participation in other transactions or any other credit enhancement or other benefit or (ii) a Subsidiary shall cease to be an Obligor under this Agreement if the release of such Obligor is consented to by the Issuing Bank.

Section 9.12 Guarantor Cover Ratio (a) The Company will ensure that:

(i) the Gross Assets of the Subsidiary Guarantors shall at all times constitute 50% or more of the Gross Assets of the Group at that time; and

(ii) the aggregate contribution of the Subsidiary Guarantors to Consolidated EBITDA shall at all times be at least 45% of Consolidated EBITDA.

As used in this Section 9.12, the term “Subsidiary Guarantor” shall not include any Subsidiary Guarantor with respect to which (i) the Subsidiary Guaranty of such Subsidiary Guarantor for any reason, other than the satisfaction in full of all Obligations, has ceased to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or such Subsidiary Guarantor shall repudiate its obligations thereunder, (ii) such Subsidiary Guarantor shall contest the validity or enforceability of any Financing Agreement in writing or deny in writing that it has any further liability thereunder or (iii) it becomes unlawful for such Subsidiary Guarantor to perform its obligations under this Agreement or any other Financing Agreement (other than as set forth therein).

Notwithstanding anything to the contrary contained in this Section 9.12, in the event that the Company fails to comply with the requirements of this Section 9.12, the Company shall have the right, until thirty calendar days after the Company obtains knowledge of the occurrence of any of the events set forth in clauses (i) through (iii) of the paragraph above, to cure such failure by providing one or more replacement Subsidiary Guarantors in accordance with Section 9.10.

(b) The Company will ensure that the aggregate contribution of the Subsidiary Guarantors to Consolidated EBITDA shall at all times be at least equal to the aggregate contribution of the Subsidiary Guarantors (as defined in the Notes Financing Agreements) to Consolidated EBITDA.

(c) For the purpose of paragraphs (a) and (b) above:

(i) subject to sub-paragraph (ii) below:

(A) the contribution of each Subsidiary Guarantor will be determined from its financial statements which were delivered to the Issuing Bank pursuant to Section 7.1(h); and

(B) the financial condition of the Group will be determined from the latest consolidated financial statements of the Company;

(ii) if a person becomes a member of the Group after the date on which the latest consolidated financial statements of the Company were prepared:

(A) the contribution of that person will be determined from its latest quarterly or annual (as the case may be) financial statements; and

(B) the financial condition of the Group will still be determined from the latest consolidated financial statements of the Company but will be adjusted by reference to the financial statements referred to in paragraph (ii) (A) above to take into account that person becoming a member of the Group;

(iii) the contribution of a Subsidiary Guarantor will:

(A) if it has Subsidiaries, be determined from its unconsolidated financial statements; and

(B) exclude intra-group items which would be eliminated in the consolidated financial statements of the Company; and

(C) in the case of Pyramid Freight BVI, Pyramid Freight BVI will exclude any amount of Pyramid Freight Debt owing to it and any other assets located in South Africa.

Section 9.13 Group Structure The Company will maintain its group structure in accordance with the group structure chart set forth in Schedule 5.4, except for changes which, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. In no event shall any Subsidiary incorporated in any country other than South Africa be owned directly or indirectly by any member of the South African Group.

Section 9.14 CASS Agreement The Company will ensure that all amounts payable under the CASS Agreement are promptly paid when due unless such payment is being diligently contested in good faith by a member of the Group by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles of the relevant member of the Group have been set aside on its books.

Section 9.15 Further Assurances At any time or from time to time upon the request of the Issuing Bank, each Obligor will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Issuing Bank may reasonably request in order to effect fully the purposes of the Financing Agreements. In furtherance and not in limitation of the foregoing, each Obligor shall take such actions as the Issuing Bank may reasonably request from time to time to ensure that the Obligations are guarantied by the Subsidiary Guarantors.

Section 9.16 Additional Restrictions If at any time the Company or any Subsidiary Guarantor is a party to or shall enter into any agreement, instrument or other document with respect to any Indebtedness that provides for more than U.S.$25,000,000 (or its equivalent in any other currency) in principal amount of borrowings or availability, including, without limitation, any amendment to or modification or replacement of an agreement existing on the date of Closing (a “ Reference Agreement ”), or any subsequent amendment or modification to any such Reference Agreement (or waiver or consent modifying the terms of any Reference Agreement), which Reference Agreement includes financial covenants (whether expressed in ratios or as numerical or dollar thresholds in respect of future financial performance or condition), including such financial covenants which are expressed as “events of default”, in each case which are not otherwise included in this Agreement (herein referred to as “ New Covenants ”) or which would be more beneficial to the Issuing Bank than relevant similar covenants or like provisions contained in this Agreement (herein referred to as “ Improved Covenants ” and, together with New Covenants, “ Additional Covenants ”), then such Additional Covenants and all related provisions and definitions shall be deemed incorporated by reference into Section 7.2(a), Section 10 and Section 11(c) of this Agreement, mutatis mutandi , as if set forth fully in this Agreement effective as of the date when such Additional Covenants became effective under the applicable Reference Agreement. The Company shall

(1) provide a copy of such Additional Covenants and all related provisions and definitions to the Issuing Bank promptly upon entering into the Reference Agreement, including with such copy a notice to the Issuing Bank, provided that the failure of the Company to provide a copy of such Additional Covenants to the Issuing Bank shall not adversely affect the automatic incorporation of the Additional Covenants into this Agreement as provided above in this Section 9.16; and

(2) as promptly as possible following delivery of such copy, provide the draft of a statement of incorporation (a “ Memorialization ”) to be executed by the Company and the Issuing Bank, which Memorialization shall set out the terms of the Additional Covenants and related provisions and definitions as incorporated into this Agreement, with all appropriate changes required in connection with incorporating the Additional Covenants mutatis mutandi .

If the Company fails to provide a draft of a Memorialization, then the Issuing Bank may produce a draft for the consideration of the Company. Any Memorialization executed and delivered by the Company and by the Issuing Bank shall be good and sufficient evidence of the terms of any such Additional Covenant as incorporated into this Agreement, provided that the failure of the Issuing Bank and the Company to execute and deliver any Memorialization shall not adversely affect the automatic incorporation of the Additional Covenants into this Agreement as provided above in this Section 9.16.

Notwithstanding the foregoing, provided that no Default or Event of Default has occurred and is then continuing, (A) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.16 is subsequently amended or modified in the relevant Reference Agreement with the effect that such Additional Covenant is made less restrictive on the Company, such Additional Covenant, as amended or modified, shall be deemed incorporated by reference into this Agreement replacing such Additional Covenant as originally incorporated, mutatis mutandi , as if set forth fully in this Agreement, effective beginning on the date on which such amendment or modification is effective under the relevant Reference Agreement and (B) if any Additional Covenant that has been incorporated herein pursuant to this Section 9.16 is subsequently removed or terminated from the relevant Reference Agreement or the Company and its Subsidiary Guarantors are otherwise no longer required to comply therewith under the relevant Reference Agreement, the Company and its Subsidiaries, beginning on the effective date such Additional Covenant is removed or terminated from the relevant Reference Agreement or the Company and its Subsidiary Guarantors are otherwise no longer required to comply with such Additional Covenant, shall no longer be or remain obligated to comply with such Additional Covenant hereunder; provided, however , that in no event shall an Improved Covenant be amended, modified, terminated or removed pursuant to this Section 9.16 such that it is made less restrictive on the Company than the form of the relevant similar covenant or like provision in this Agreement that it replaced, amended or modified, it being the intent of this Agreement in such cases to return such covenants or provisions, upon the date of such amendment, modification, termination or removal, to the text of such covenant or provision as it existed immediately prior to the incorporation of such Improved Covenant pursuant to this Section 9.16.

Section 9.17 “Know Your Customer” checks If:

(i) The introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by the Issuing Bank of any of its rights and obligations under this Agreement in accordance with Section 14.2,

obliges the Issuing Bank (or, in the case of paragraph (iii) above, any prospective Issuing Bank) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Issuing Bank supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Issuing Bank (or, in the case of the event described in paragraph (iii) above, any prospective new Issuing Bank to carry out and be satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Financing Agreements.

Section 9.18 Post-Closing Obligations

Within 20 days from Closing Date, or such other date to which the Issuing Bank expressly agree, the Company, on behalf of itself, each Spanish Obligor, and the Issuing Bank shall have formalized the ratification of the position of each Spanish Obligor as Subsidiary Guarantors under this Agreement into a public document ( escritura pública ) for the purposes of article 517, paragraph 2, number 4 of the Spanish Civil Procedural Law ( Ley 1/2000 de 7 de enero, Ley de Enjuiciamiento Civi l) (the “ Civil Procedural Law ”) before a Spanish notary public, at the expense of the Company. Within two Business Days from the execution of the notarial deed, the Company shall have supplied to the Issuing Bank a copy ( primera copia autorizada ) of that deed.

SECTION 10 NEGATIVE COVENANTS

Each Obligor, jointly and severally, covenants that so long as any LC Commitment is in effect and until payment in full of all Obligations and cancellation, expiration or cash collateralization of all Letters of Credit or receipt of a backstop letter of credit with respect to all Letters of Credit:

Section 10.1 Transactions with Affiliates The Obligors will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including, without limitation, the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Obligors or another Subsidiary which is not a member of the South African Group), except in the ordinary course and pursuant to the reasonable requirements of such Obligor’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Obligors or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 10.2 Consolidated Net Worth The Company will ensure that Consolidated Net Worth is not, as of the end of any fiscal quarter in each fiscal year beginning with the fiscal quarter ended July 31, 2009, less than U.S.$637,049,000 (the “ Threshold CNW Amount ”) plus:

(a) (from and including the last day of