8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 7, 2006

Date of Report (date of earliest event reported):

UTi Worldwide Inc.

(Exact name of Registrant as Specified in its Charter)

000-31869

(Commission File Number)

British Virgin Islands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
9 Columbus Centre, Pelican Drive	c/o UTi, Services, Inc.
Road Town, Tortola	19500 Rancho Way, Suite 116
British Virgin Islands	Rancho Dominguez, CA 90220 USA

(Addresses of Principal Executive Offices)

310.604.3311

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

UTi Worldwide Inc.

Current Report on Form 8-K

March 7, 2006

Item 1.01 Entry into a Material Definitive Agreement

On March 7, 2006, concurrently with the execution of, and the closing of the transactions contemplated by, the Stock Purchase Agreement (defined below), UTi Worldwide Inc. (UTi), through its indirect subsidiary UTi (U.S.) Logistics Holdings Inc. (Logistics), borrowed $150 million pursuant to a senior, secured term loan credit facility (the Bridge Facility) among UTi, UTi (Netherlands) Holdings B.V. (Holdings), its indirect subsidiary, Logistics, various financial institutions parties thereto and LaSalle Bank National Association (LaSalle), as administrative agent for the lenders. UTi entered into the Bridge Facility to provide short-term financing for the acquisition of Market Industries, Ltd. (Market).

At Logistics’ election, amounts outstanding under the Bridge Facility bear interest at (i) the greater of LaSalle’s prime rate or the overnight federal funds rate plus .5%, or (ii) LIBOR plus 1.25 %. Interest accrues monthly, in arrears. Amounts outstanding under the Bridge Facility mature on September 7, 2006 and Logistics may prepay any outstanding amounts under the Bridge Facility without fees or penalties, subject to the payment of costs associated with the prepayment of any LIBOR rate loans. In addition, subject to certain customary exceptions, Logistics must repay the outstanding principal amount of the Bridge Facility by an amount equal to 100% of the net cash proceeds from certain dispositions of assets and from certain issuances of debt or equity.

The Bridge Facility is secured by a pledge of all the shares of Market and each of its subsidiaries. The obligations under the Bridge Facility are guaranteed by UTi, Holdings and the other loan parties other than Logistics.

The Bridge Facility includes customary events of default and other customary covenants, including, but not limited to, financial covenants, restrictions on certain types of payments, activities and transactions, reporting covenants and others. The Bridge Facility also includes standard provisions related to conditions of borrowing. The lenders may terminate their obligation to make term loans under the Bridge Facility, and may accelerate payment of Logistics’ indebtedness under the Bridge Facility, upon the occurrence of an event of default, which include the failure to comply with the covenants contained in the Bridge Facility. Upon the occurrence and during the continuance of an event of default, the annual rate of interest will increase by 2%.

LaSalle is also the administrative agent for the lenders in connection with the senior revolving syndicated credit facility agreement between certain of UTi’s subsidiaries in the United States and LaSalle as agent, and various other lenders (the Revolving Facility). In addition, affiliates of LaSalle have been appointed or engaged by UTi to assist it in connection with its intention to seek long term financing to replace the Bridge Facility and a new credit facility. UTi believes that the fees and rates payable under the Bridge Facility, the Revolving Facility and in connection with such appointments and engagements are usual and customary for transactions of this nature.

The foregoing description of the Bridge Facility is qualified in its entirety by reference to the full terms and conditions of the credit agreement for the Bridge Facility, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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In addition, on March 7, 2006, Logistics entered into the Stock Purchase Agreement, which contains representations, warranties, indemnities and other covenants and agreements, and closed the transactions contemplated thereby. For additional information regarding the terms and conditions of the Stock Purchase Agreement, please see the disclosure under Item 2.01 of this Current Report on 8-K, which disclosure is incorporated herein by reference. This description of the Stock Purchase Agreement is qualified in its entirety by reference to the full terms and conditions of the Stock Purchase Agreement which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. Neither UTi nor any of its affiliates has any material relationship with the selling parties to the Stock Purchase Agreement, other than in respect of the Stock Purchase Agreement and the transactions contemplated thereby.

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 7, 2006, UTi, through its indirect subsidiary Logistics, acquired all the outstanding equity interests of Market pursuant to the terms of the Stock Purchase Agreement, dated as of March 7, 2006, among Market, Logistics, the shareholders of Market and the other parties named therein (the Stock Purchase Agreement). The initial purchase price for the Market shares was approximately $197.1 million, a portion which was used to pay off Market’s outstanding indebtedness. The initial purchase price is subject to certain closing, working capital and tax-related adjustments. The purchase price was partly financed by the borrowing under the Bridge Facility described in Item 1.01 above.

In connection with the transactions contemplated by the Stock Purchase Agreement, Logistics entered into certain non-solicitation and non-competition agreements with members of Market’s current management team and the selling parties, as well as an escrow agreement to secure certain indemnification obligations of the selling parties and other obligations of the parties. Neither UTi nor any of its affiliates has any material relationship with the selling parties, other than in respect of the Stock Purchase Agreement and the transactions contemplated thereby.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the Stock Purchase Agreement, dated March 7, 2006, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety. A copy of the credit agreement for the Bridge Facility is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(c) Exhibits

Exhibit	Description
2.1*	Stock Purchase Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., Market Industries, Ltd., and the other parties named therein (1)
10.1	Credit Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., UTi Worldwide Inc., UTi (Netherlands) Holdings B.V., LaSalle Bank National Association and the lenders identified therein

* Certain confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.

(1) The exhibits and schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. UTi will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

Safe Harbor Statement

Certain statements in this Current Report on Form 8-K may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Many important factors may cause the company’s actual results to differ materially from those discussed in any such forward-looking statements, including integration risks associated with acquisitions; increased competition; the effects of changes in foreign exchange rates; changes in the company’s effective tax rates; industry consolidation making it more difficult to compete against larger companies; general economic, political and market conditions, including inventory build-up, economic slowdowns and consumer confidence; work stoppages or slowdowns or other material interruptions in transportation services; risks of international operations; the success and effects of new strategies; disruptions caused by conflicts, wars and terrorism; and the other risks and uncertainties described in the company’s filings with the Securities and Exchange Commission. Although UTi believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by UTi or any other person that UTi’s

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objectives or plans will be achieved. UTi undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		UTi Worldwide Inc.
Date:	March 13, 2006	By:	/s/ Lawrence R. Samuels
			Lawrence R. Samuels
			Senior Vice President – Finance, Chief Financial Officer

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EX-2

Exhibit 2.1

*** TextOmitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4), and

240.24b-2

STOCK PURCHASE AGREEMENT

BY AND AMONG

UTI (U.S.) LOGISTICS HOLDINGS INC.,

MARKET INDUSTRIES, LTD.

AND

PETER W. STOTT,

PETER W. STOTT QUALIFIED DISPOSITION TRUST,

COLUMBIA HOLDINGS LLC,

P. BRIAN FITZGERALD,

ENDEAVOUR CAPITAL FUND III, L.P.,

ENDEAVOUR ASSOCIATES FUND III, L.P., AND

THE OTHER SELLER PARTIES LISTED ON THE SIGNATURE PAGES HERETO,

Dated as of March 7, 2006

679463-2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of March 7, 2006, by and among (i) UTi (U.S.) Logistics Holdings Inc., a Delaware corporation (the “Purchaser”), (ii) Market Industries, Ltd., an Oregon corporation (the “Company”), and (iii) Columbia Holdings, LLC, a Delaware limited liability company, P. Brian Fitzgerald, Endeavour Capital Fund III, L.P., a Delaware limited partnership (“Endeavour Capital”), Endeavour Associates Fund III, L.P., a Delaware limited partnership (“Endeavour Associates”) (each individually, a “Seller” and collectively, the “Sellers”), the other parties listed on the signature page hereto who hold options to purchase Series B Preferred Stock and/or Common Stock of the Company (each a “Management Option Holder” and collectively, the “Management Option Holders”) (the Sellers together with the Management Option Holders are referred to herein individually as a “Seller Party” and collectively, as the “Seller Parties”), Peter W. Stott (“Stott”) and Peter W. Stott Qualified Disposition Trust (together with Stott, the “Guarantors”).

RECITALS

A.The Sellers, collectively, own all of the issued and outstanding shares of the capital stock of the Company (the “Shares”).

B.The Sellers desire to sell to the Purchaser all of the Shares and the Purchaser desires to purchase all of the Shares from the Sellers, upon the terms and subject to the conditions contained in this Agreement.

C.Simultaneously with the Closing (as defined below), the Purchaser will contribute an aggregate of $[***] to the Escrow Agent and the Company, which will utilize such amount to cancel the options to purchase Series B Preferred Stock and/or Common Stock of the Company held by the Management Option Holders in exchange for the cash payment provided for herein.

D.Simultaneously with the Closing (as defined below), the Purchaser will contribute an aggregate of $[***] to the Company, which will utilize such amount to cancel the options to purchase Common Stock of the Company held by the remaining holders of Stock Options (as defined below) (the “Other Option Holders”) in exchange for the cash payment provided for herein.

AGREEMENT

In consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained herein, the parties to this Agreement agree as follows:

ARTICLE I.

DEFINITIONS

1.01Definitions. Capitalized terms used in this Agreement shall have the meaning set forth on Exhibit A attached hereto unless otherwise defined elsewhere herein.

* Confidential Treatment Requested -1-

ARTICLE II.

PURCHASE PRICE; PURCHASE AND SALE OF SECURITIES

2.01Aggregate Purchase Price. For purposes of this Agreement, the term “Aggregate Purchase Price” means an amount equal to the sum of (a) $193,100,000(the “Enterprise Value”), plus (b) $4,000,000 [***], plus (c) the aggregate amount of any Excess Cash (which for the purpose of the estimated calculations at the Closing shall be deemed to be zero), minus (d) the aggregate amount of all Indebtedness of the Company and the Company Subsidiaries (other than Intercompany Indebtedness) outstanding as of the Closing Date, determined immediately prior to giving effect to the Closing (the “Closing Indebtedness”), minus (e) the aggregate amount of all accrued interest or prepayment premiums or penalties payable on the Closing Indebtedness as of the Closing Date (the “Closing Interest”), minus (f) the invoiced and unpaid amount of all Company Transaction Expenses as of the Closing Date. For purposes of this Agreement, the Aggregate Purchase Price plus the aggregate exercise price of all outstanding Stock Options shall be referred to as “Combined Seller and Option Holder Equity.” For purposes of this Agreement, the term “Seller Purchase Price” means an amount equal to the Combined Seller and Option Holder Equity minus the Gross Option Holder Payment (as defined in Section 2.03 below).

2.02Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing each Seller agrees to sell to the Purchaser, free and clear of Liens, claims, demands and restrictions on transfer (other than any restrictions under the Securities Act and applicable state securities Laws), and the Purchaser agrees to purchase from such Seller, all of the Shares owned by such Seller in consideration of payment to each Seller of such Seller’s Pro Rata Share of the Seller Purchase Price.

2.03Stock Option Cancellation Agreement. For purposes of this Agreement the term “Option Share Price” means an amount equal to the (i) Combined Seller and Option Holder Equity; divided by (ii) the aggregate pro forma number of shares of Common Stock owned (or which would have been owned) by all of the Seller Parties and the Other Option Holders immediately prior to the Closing (calculated on a fully-diluted basis, which shall include all of the shares of Common Stock owned by the Sellers as a result of the conversion of all of the Series A Preferred Stock and all of the shares of Common Stock that would have been owned by such Management Option Holders and Other Option Holders if the Stock Options being cancelled pursuant to the Stock Option Cancellation Agreements are deemed to have been exercised in full and, in the case of Stock Options to purchase Series B Preferred Stock, converted into Common Stock) (the “Pro Forma Fully Diluted Shares Outstanding”). The “Gross Option Holder Payment” shall mean the Option Share Price multiplied by the total number of shares which all of the holders of Stock Options (including both Management Option Holders and Other Option Holders) would have been entitled to purchase pursuant to the Stock Options, assuming the conversion of any underlying shares of Series B Preferred Stock into Common Stock. Immediately prior to the Closing, the Board of Directors of the Company has adopted appropriate resolutions adjusting the terms of each Stock Option listed in Schedule 2.03 to this Agreement to provide for the conversion of the Stock Options into the right to receive cash, as set forth below. The Board of Directors of the Company has also adopted an amendment to the Stock Incentive Plan (the “Stock Plan”) under which the Stock Options were granted to provide that the Company may cancel outstanding Stock Options, prior to the Closing, by payment to the holder of each Stock Option to be cancelled an amount in cash determined by

* Confidential Treatment Requested -2-

multiplying (i) the total number of shares which each holder would have been entitled to purchase pursuant to the Stock Option (assuming the conversion of any underlying shares of Series B Preferred Stock into Common Stock in the case of the Management Option Holders) by (ii) the amount by which the Option Share Price exceeds the exercise price per share pursuant to each such Stock Option (assuming the conversion of any underlying shares of Series B Preferred Stock into Common Stock in the case of the Management Option Holders) (such amount shall be referred to in this Agreement as the “Net Option Payment” and the sum total of all Net Option Payments shall be referred to collectively as the “Aggregate Net Option Payment”). The Company has submitted such amendment to its shareholders for their approval and has obtained unanimous approval from the shareholders, has taken all actions needed to cancel all outstanding Stock Options, effective at the Closing, and has procured the written agreement from the holder of each Stock Option that, effective immediately prior to the Closing, such Stock Option shall be cancelled and extinguished and shall represent only the right to receive the Net Option Payment and the additional amounts described in Section 8.04(b)(i), authorizing the Company to withhold Taxes as provided below and, in the case of the Management Option Holders, obtaining their signatures to this Agreement, all in the form of the agreement attached hereto as Exhibit B-1, in the case of the Management Option Holders (the “Management Stock Option Cancellation Agreement”), and Exhibit B-2, in the case of the Other Option Holders (the “Other Stock Option Cancellation Agreement”) (the Management Stock Option Cancellation Agreements together with the Other Stock Option Cancellation Agreements are referred to herein individually as a “Stock Option Cancellation Agreement” and collectively, as the "Stock Option Cancellation Agreements"). In connection with such Net Option Payment, the Company, on behalf of each holder of Stock Options, shall withhold any applicable withholding Tax, which amounts are required to be deducted and withheld pursuant to applicable Tax Law. To the extent such amounts are so withheld by the Company, they shall be treated for all purposes of this Agreement and the Stock Option Cancellation Agreements as having been paid to the holder of the Stock Options and each such holder authorizes the Company to pay such withholding Taxes to the appropriate taxing authority.

2.04Estimated Purchase Price Calculation Statement. At the Closing, the Company shall deliver to the Purchaser a reasonably detailed written statement (the “Estimated Purchase Price Calculation Statement”) setting forth in accordance with this Article II the Company’s good faith estimate of the Aggregate Purchase Price, the Seller Purchase Price and the other calculations contemplated in this Article II based thereon. Schedule 2.04 hereto sets forth a calculation of the amounts described in this Section 2.04 and the payments to be made pursuant to Section 3.03(b) based on information available as of the date of this Agreement and certain assumptions as to items that cannot be determined until the Closing Date.

ARTICLE III.

CLOSING; POST-CLOSING PURCHASE PRICE TRUE-UP

3.01Closing. Subject to the fulfillment or waiver of the conditions precedent set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Tonkon Torp, LLP, in Portland, Oregon, at 9:00 a.m. (local time) (or such other time as the parties agree) (via facsimile, telephone, mail and other mutually acceptable means of communication and delivery) on a date (the “Closing Date”) to be mutually agreed upon by the Purchaser and the Seller Representative. Except as otherwise provided in

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this Agreement, all proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.

3.02Payment of Closing Indebtedness, Closing Interest and Company Transaction Expenses. At the Closing, the Purchaser shall pay and discharge (or cause to be paid and discharged), on behalf of the Company and the Company Subsidiaries, all Closing Indebtedness, all Closing Interest and all Company Transaction Expenses evidenced on the Estimated Purchase Price Calculation Statement (and, upon the request of the Purchaser, the Company shall provide the Purchaser with reasonable substantiation of such Company Transaction Expenses) by wire transfer of immediately available funds pursuant to written instructions provided to the Purchaser by the Seller Representative concurrently with the delivery of the Estimated Purchase Price Calculation Statement. Notwithstanding the previous sentence, that portion of Closing Indebtedness which represents the bonuses to be paid to certain managers at the Closing shall be contributed to the Company and the Company shall withhold any applicable withholding Tax, which amounts are required to be deducted and withheld pursuant to applicable Tax Law, before the Company remits the remaining amount of such bonuses to the managers. On or before the Closing Date, the Company will provide the Purchaser with customary payoff letters from all holders of such Indebtedness and Closing Interest to be so paid in a form reasonably satisfactory to the Purchaser and its lender (which payoff letters shall be attached to the Estimated Purchase Price Calculation Statement), and will make arrangements reasonably satisfactory to the Purchaser for such holders to provide to the Purchaser recordable form lien releases, cancelled notes, trademark and patent assignments and other documents reasonably requested by the Purchaser simultaneously with or promptly following the Closing.

3.03 Closing Transactions.

(a)Delivery of Stock Certificates. At the Closing, the Sellers shall deliver to the Purchaser, free and clear of any Lien and restriction on transfer (other than any restrictions under the Securities Act and applicable state securities Laws), all certificates representing the Shares, each duly endorsed in blank or with duly executed stock powers attached.

(b)Funds Flow. At the Closing, the Purchaser shall disburse (or cause such disbursement to be made of) the estimated amount (without duplication) of the Aggregate Purchase Price, the Net Option Payments and the Seller Purchase Price as set forth on the Estimated Purchase Price Calculation Statement and in accordance with the flow of funds memorandum attached hereto as Schedule 3.03(b) and as follows:

(i)the Purchaser shall pay the Purchase Price True-Up Holdback Amount, the Indemnification Escrow Amount, the Environmental Holdback Amount and the Seller Representative Administrative Cost Amount to the Escrow Agent, by wire transfer of immediately available funds, pursuant to instructions delivered to the Purchaser by the Escrow Agent.

(ii)after payment of the amounts set forth in subsection (i) above, the Purchaser shall pay or cause to be paid, to each Seller with respect to its, his or her Shares an

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amount equal to (A) such Seller’s Pro Rata Share of the estimated amount of the Seller Purchase Price as set forth on the Estimated Purchase Price Calculation Statement, minus (B) such Seller’s Allocated Proportionate Share of the sum of the Purchase Price True-Up Holdback Amount, the Environmental Holdback Amount, the Indemnification Escrow Amount and the Seller Representative Administrative Cost Amount, by wire transfer of immediately available funds pursuant to instructions delivered to the Purchaser by each Seller.

(iii)after payment of the amounts set forth in subsections (i) and (ii) above, the Purchaser shall contribute to the Company (A) for the benefit of the Other Option Holders, an amount equal to his or her Net Option Payment and the Company shall promptly pay such amount to such holder minus any applicable withholding Taxes and (B) for the benefit of the Management Option Holders, an amount equal to his or her Net Option Payment minus such Management Option Holder’s Allocated Proportionate Share of the Purchase Price True-Up Holdback Amount, the Environmental Holdback Amount, the Indemnification Escrow Amount and the Seller Representative Administrative Cost Amount , and the Company shall the same day pay such amount, minus any applicable withholding Taxes, by wire transfer of immediately available funds to such Management Option Holder pursuant to instructions delivered to the Purchaser by the Management Option Holder. The Company shall remit such withholding Taxes to the appropriate Taxing authority.

3.04 Post-Closing Purchase Price True-Up.

(a)Within the later of (i) 60 days after the Closing Date and (ii) 10 days after receipt by the Company of its 2005 Audited Financial Statements, the Purchaser shall prepare, at the Purchaser’s expense, and deliver to the Seller Representative, a written statement (the “Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (a) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment, if any, (b) the amount of Excess Cash, (c) the amount of Closing Indebtedness, (d) the amount of the Closing Interest, (e) the unpaid amount of all Company Transaction Expenses, and (f) a recalculation of the Aggregate Purchase Price and the Seller Purchase Price based thereon, all of which calculations shall be made in accordance with GAAP applied on a basis consistent with the Reference Balance Sheet.

(b)Within 30 days after its receipt of the Final Purchase Price Calculation Statement, the Seller Representative shall notify the Purchaser in writing of its agreement or disagreement with the Final Purchase Price Calculation Statement and the accuracy of any of the Purchaser’s Proposed Calculations (and during such 30 day period, the Purchaser shall grant the Seller Representative and its accountants reasonable access to all work papers, schedules and calculations used in the preparation of the Final Purchase Price Calculation Statement). If the Seller Representative disputes any aspect of the Final Purchase Price Calculation Statement or the amount of any of the Purchaser’s Proposed Calculations within such 30 day period, then the Seller Representative shall have the right to direct its independent accountants, at the expense of the Seller Parties, to review and verify the accuracy of the Final Purchase Price Calculation Statement, and if the Seller Representative does not dispute any aspect of the Final Purchase Price Calculation Statement or the amount of any of the Purchaser’s Proposed Calculations within such 30 day period, then the Final Purchase Price Calculation Statement and the Purchaser’s Proposed Calculations shall be conclusive and binding upon the Purchaser and the

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Seller Parties. In the event of a dispute, the Seller Representative and its accountants shall complete their review and verification of the Final Purchase Price Calculation Statement within 60 days after the Seller Representative’s receipt thereof and, if the Seller Representative and its accountants, after such review and verification, still disagree with the Purchaser’s Proposed Calculations, the Seller Representative shall submit its proposed alternative calculations (the “Seller Representative’s Proposed Calculations”) of (a) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment, if any, (b) the amount of Excess Cash, (c) the amount of Closing Indebtedness, (d) the amount of the Closing Interest, (e) the unpaid amount of all Company Transaction Expenses, and (f) a recalculation of the Aggregate Purchase Price and the Seller Purchase Price based thereon, all of which calculations shall be made in accordance with GAAP applied on a basis consistent with the Reference Balance Sheet, in writing within 65 days after the Seller Representative’s receipt of the Final Purchase Price Calculation Statement. If the Purchaser does not accept the Seller Representative’s Proposed Calculations within 15 days after the Purchaser’s receipt thereof, then, within 15 days after the date of the Purchaser’s rejection of (or failure to timely accept) the Seller Representative’s Proposed Calculations, the Seller Representative and the Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “Independent Accounting Firm”) to resolve the remaining disputed items (the “Remaining Disputed Items”) by conducting the Independent Accounting Firm’s own review and verification of the Final Purchase Price Calculation Statement. To assist in this process, the Purchaser and the Seller Representative shall submit written presentations to the Independent Accounting Firm and such firm shall, based on its review and verification, thereafter select either the Seller Representative’s Proposed Calculations of the Remaining Disputed Items or the Purchaser’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. The Seller Parties and the Purchaser shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The parties acknowledge that Grant Thornton LLP is a mutually acceptable firm to be designated as the Independent Accounting Firm. Each of the Purchaser and the Seller Representative agrees to execute, if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms, including an indemnification against claims asserted by the respective parties. The Purchaser and the Seller Parties shall each pay their own costs and expenses incurred under this Section 3.04(b). The costs and expenses of the Independent Accounting Firm shall be borne one-half by the Purchaser and one-half by the Seller Parties, with each Seller Party responsible for its Allocated Proportionate Share of all costs and expenses under this Section 3.04. The Independent Accounting Firm shall act as an arbitrator to determine, based upon the provisions of this Section 3.04(b), only the Remaining Disputed Items and the determination of each amount of the Remaining Disputed Items shall be made in accordance with the procedures set forth in 3.04(a) and, in any event, shall be no less than the lesser of the amount claimed by either the Purchaser or the Seller Representative, and shall be no greater than the greater of the amount claimed by either the Purchaser or the Seller Representative.

(c)Upon the determination, in accordance with Section 3.04(b), of the Final Purchase Price Calculation Statement and the final calculations of (a) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment, if any, (b) the amount of Closing Indebtedness, (c) the amount of the Closing Interest, (d) the unpaid amount of all Company Transaction Expenses, and (e) a recalculation of the Aggregate Purchase Price and the Seller Purchase Price based thereon, all of which calculations shall be made in accordance with GAAP

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applied on a basis consistent with the Reference Balance Sheet, the amounts shall be recalculated using such finally determined amounts in lieu of the estimates of such amounts used in the calculation of the estimated Aggregate Purchase Price and the Seller Purchase Price payable at Closing. The Aggregate Purchase Price as so recalculated is referred to herein as the “Final Aggregate Purchase Price.” In the event any payment in excess of the Purchase Price True-Up Holdback Amount is required to be made by the Purchaser pursuant to Section 3.04(c)(i)(A) or the Seller Parties pursuant to Section 3.04(c)(iii)(B) or (iii)(C), then such amount shall bear interest from the Closing Date through the date of payment at a rate of [***]% per annum.

(i)If the Final Aggregate Purchase Price is equal to or greater than the Aggregate Purchase Price estimated at Closing, then:

(A)the Purchaser shall pay or cause to be paid to the Seller Representative an amount equal to the amount of any such excess (the “Excess Amount”); and

(B)for each of the Seller Parties, (x) the Seller Representative shall cause to be paid to the Seller Parties their respective Allocated Proportionate Shares of the Excess Amount (if any), and (y) the Seller Representative and the Purchaser shall direct the Escrow Agent to pay to such parties their respective Allocated Proportionate Shares of the amount of all funds deposited and remaining in the Purchase Price True-Up Holdback Sub-Account( plus the interest earned thereon since the Closing Date pursuant to the Escrow Agreement), in each case pursuant to (x) or (y) less applicable withholding Taxes with respect to the Management Option Holders which shall be paid to the Company and the Company shall remit to the proper Taxing authorities.

Thereafter, the Seller Representative and the Purchaser shall cause the Purchase Price True-Up Holdback Sub-Account to be closed.

(ii)If the Final Aggregate Purchase Price is less than the Aggregate Purchase Price estimated at Closing (the amount of such deficiency is referred to herein as the “Deficiency”) and the Deficiency is less than the amount of funds deposited and remaining in the Purchase Price True-Up Holdback Sub-Account, then:

(A)the Seller Representative, on behalf of the Seller Parties, and the Purchaser shall direct the Escrow Agent to pay to the Purchaser from the Purchase Price True-Up Holdback Sub-Account an amount equal to the Deficiency (plus the interest earned thereon since the Closing Date pursuant to the Escrow Agreement); and

(B)for each of the Seller Parties, the Seller Representative and the Purchaser shall direct the Escrow Agent to pay to the Seller Parties their respective Allocated Proportionate Shares of the amount of all funds deposited and remaining in the Purchase Price True-Up Holdback Sub-Account, after payment to the Purchaser pursuant to subparagraph (A) above( plus the interest earned thereon since the Closing Date pursuant to the Escrow Agreement), in each case less applicable withholding Taxes with respect to the Management Option Holders which the Company shall remit to the proper Taxing authorities.

Thereafter, the Seller Representative and the Purchaser shall cause the Purchase Price True-Up Holdback Sub-Account to be closed.

* Confidential Treatment Requested -7-

(iii)If the Final Aggregate Purchase Price is less than the Aggregate Purchase Price estimated at Closing and the Deficiency is equal to or greater than the amount of funds deposited and remaining in the Purchase Price True-Up Holdback Sub-Account, then:

(A)the Seller Representative, on behalf of the Seller Parties, and the Purchaser shall direct the Escrow Agent to pay to the Purchaser from the Purchase Price True-Up Holdback Sub-Account all funds deposited and remaining in the Purchase Price True-Up Holdback Sub-Account;

(B)the Seller Representative, on behalf of the Seller Parties, and the Purchaser shall direct the Escrow Agent to pay to the Purchaser from the Indemnification Escrow Amount the amount of the Deficiency in excess of the funds in the Purchase Price True-Up Holdback Sub-Account after payment to Purchaser pursuant to subparagraph (A) above; and

(C)each Seller Party, severally as to itself, himself or herself only and not jointly as to or with any other Seller Party, shall pay to or as directed by the Purchaser its, his or her Allocated Proportionate Share of any remaining amounts of the Deficiency.

Thereafter, the Seller Representative and the Purchaser shall cause the Purchase Price True-Up Holdback Sub-Account to be closed.

(iv)Any payments made by the Purchaser to the Seller Representative or at the direction of the Seller Representative to the Purchaser (or in either case by the Escrow Agent in accordance with the terms of the Escrow Agreement) pursuant to this Section 3.04(c) shall be made by wire transfer of immediately available funds no later than three business days after the final determination referred to in the first sentence of this Section 3.04(c) and shall be deemed to be adjustments to the Aggregate Purchase Price for all Tax purposes.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions and limitations set forth in this Article IV and those set forth in the Company Disclosure Memorandum attached hereto as Exhibit C (the “Disclosure Memorandum”) (with specific references to the section or subsection of this Agreement to which the information in such disclosure relates), the Company represents and warrants to Purchaser as to the matters set forth in this Article IV. Any reference in this Article IV to a Schedule refers to a Schedule attached to the Disclosure Memorandum. The disclosure of any exception or limitation set forth in the Disclosure Memorandum shall be deemed an exception or limitation to all representations and warranties to the extent that it is readily apparent from the face of such disclosure that such disclosure is applicable to such other representations and warranties.

4.01 Organization.

(a)Each of the Company and the Company Subsidiaries is a corporation duly organized and validly existing under the Laws of its state of incorporation, as shown on Schedule 4.01(a). Each of the Company and the Company Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets, to carry on its

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business as now conducted and as currently proposed to be conducted, to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby. Each of the Company and the Company Subsidiaries is duly qualified and licensed as a foreign corporation to do business and is in good standing in each jurisdiction in which the character of its business conducted makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.

(b)True and correct copies of the Organizational Documents of the Company and the Company Subsidiaries and all amendments thereto as in effect on the date hereof have been delivered to the Purchaser. Neither the Company nor any of the Company Subsidiaries is in default under or in violation of their respective Organizational Documents.

(c)Schedule 4.01(c) sets forth a true and complete list of the Company’s and the Company Subsidiaries’ current officers and directors.

4.02Enforceability. All corporate action on the part of the Company and its officers and directors necessary for the authorization, execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party, the consummation of the transactions contemplated hereby and thereby, and the performance of all the Company’s obligations under this Agreement and the other Transaction Documents to which the Company is a party has been taken or will be taken as of or prior to the Closing Date and the requisite approvals by the Company’s directors and shareholders was unanimous. This Agreement has been, and each of the other Transaction Documents to which the Company is a party at the Closing will have been, duly executed and delivered by the Company, and this Agreement is, and each of the other Transaction Documents to which the Company is a party will be, (assuming due authorization, execution and delivery by Purchaser) at the Closing a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, equitable relief and other equitable remedies.

4.03 Capitalization of Company and Company Subsidiaries.

(a)The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.0001 par value, and 12,000,000 shares of preferred stock, $.0001 par value, of which 5,208,000 shares are designated as Series A Preferred Stock and 923,710 shares are designated as Series B Preferred Stock.

(b)As of the date of this Agreement, immediately prior to the Closing, (i) there were no outstanding shares of the Company’s Series B Preferred Stock or Common Stock, (ii) the issued and outstanding capital stock of the Company consisted solely of 5,208,000 shares of Series A Preferred Stock, which were held of record and, to the Knowledge of the Company, beneficially by the Sellers as set forth in Schedule 4.03(b)(i), and (iii) 589,500 shares of Common Stock were subject to outstanding Stock Options and 805,080 shares of Series B Preferred Stock were subject to outstanding Stock Options. Schedule 4.03(b)(ii) separately indicates the number of shares of Common Stock into which the Series A Preferred Stock and

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Series B Preferred Stock were convertible upon exercise of outstanding Stock Options immediately prior to the Closing pursuant to the Stock Option Cancellation Agreements. As of the Closing, the issued and outstanding capital stock of the Company consists solely of 5,208,000 shares of Common Stock, which are held of record and, to the Knowledge of the Company, beneficially by the Sellers as set forth in Schedule 4.03(b)(ii). The Series A Preferred Stock and the outstanding shares of Common Stock of the Company have been duly authorized and validly issued, fully paid and nonassessable, and not issued in violation of any preemptive rights. No Person other than the Sellers holds any interest in any of the outstanding shares of the Company’s capital stock.

(c)As of the date of this Agreement, other than the Stock Options listed on Schedule 2.03, all of which will be cancelled immediately prior to the Closing, there are no outstanding rights of first refusal or offer, preemptive rights, options, warrants, conversion rights or other agreements, either directly or indirectly, for the purchase or acquisition from the Company or, to the Knowledge of the Company, any holder of any shares of capital stock of the Company, or any securities convertible into or exchangeable for shares of capital stock of the Company. The Boards of Directors of the Company have taken all corporate action necessary to validly amend each outstanding Stock Option and the Stock Plan as contemplated by Section 2.03. No holder of Stock Options has any rights with respect thereto or to the capital stock of the Company or the Company Subsidiaries other than as expressly set forth in such holders’ respective Stock Option Cancellation Agreements.

(d)Except as set forth in the following sentence, the Company is not a party or subject to any agreement or understanding and, to the Knowledge of the Company, there is no agreement or understanding between any Persons that affects or relates to the voting or giving of written consents with respect to any securities of the Company or the voting by any director of the Company. Except as set forth in Schedule 4.03(d), effective at the Closing, the following agreements of the Company have been terminated or in connection with the Closing will be terminated, and, except for any payment obligations owing through the date of termination (which will be paid by the Company prior to or at the Closing), there are no ongoing obligations of any kind of the Company thereunder: (i) the ISDA Master Agreement dated January 26, 2004 between the Company and Fleet National Bank, and Letter Agreement dated February 3, 2004 relating thereto (the “Interest Rate Swap Agreement”); (ii) the Professional Services Agreement dated as of July 18, 2002 between DVSM, LLC and Market Transport, Ltd.; and (iii) the Investor Rights Agreement dated as of July 18, 2002 by and among Market Industries, Ltd., Endeavour Capital Fund III, L.P., Endeavour Associates Fund III, L.P., Peter W. Stott and P. Brian Fitzgerald.

(e)None of the Stock Options, the Series A Preferred Stock or the Common Stock of the Company has been issued in violation of the Securities Act or applicable state securities Laws.

4.04 Subsidiaries.

(a)The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each of the Company Subsidiaries. Except as set forth in Schedule 4.04(a), all of the issued and outstanding shares of capital stock of each of the

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Company Subsidiaries are owned free and clear of any Lien or restriction on transfer (other than any restrictions under the Securities Act and applicable state securities Laws) and are duly authorized, validly issued, fully paid and nonassessable. None of such shares were issued in violation of the preemptive rights of any Person or any agreement or Law by which any such Company Subsidiary at the time of issuance was bound. None of the outstanding equity or debt securities of any of the Company Subsidiaries have been issued in violation of the Securities Act or applicable state securities Laws. The certificate(s) representing the shares of common stock of InTransit International, Inc. and the stock ledger of InTransit International, Inc. have been lost and neither such certificate(s) nor such stock ledger, to the Company’s Knowledge, are within the control of or held by any Person.

(b)There are no preemptive rights, options, warrants, conversion rights or other agreements for the purchase or acquisition from the Company or any Company Subsidiary with regard to any capital stock or equity interest of any Company Subsidiary. Each of Market Logistics Services, Ltd., Market Logistics Brokerage, Ltd. and InTransit International, Inc. is dormant, does not trade or otherwise engage in any business or activity (for itself or as agent for any Person) and does not own, legally or beneficially, any assets or property. Except the Company’s ownership of the capital stock of the Company Subsidiaries and except as set forth in Schedule 4.04, neither the Company nor the Company Subsidiaries own any interest in any other corporation, limited liability company, partnership, limited partnership or other entity, and neither the Company nor the Company Subsidiaries are participants in any joint venture, partnership or other similar arrangement. Schedule 4.04 sets forth all shares of the authorized and outstanding capital stock (including the names of the holders thereof) of each Company Subsidiary.

4.05No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby will not (i) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or any of the Company Subsidiaries; (ii) except as set forth in Schedule 4.05 hereto, require any consent, approval or authorization of any Person; (iii) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any of the assets or properties of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, in the case of subclauses (i) and (iv) above, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such consent,

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approval, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Material Adverse Effect.

4.06 Financial Information; Absence of Undisclosed Liabilities.

(a)The Company has provided to Purchaser and attached as Schedule 4.06(a) true and complete copies of (a) the audited consolidated balance sheets of the Company and its subsidiaries and the related consolidated statements of income, of changes in shareholders’ equity , and of cash flows, as of and for the years ended December 31, 2004, 2003, and 2002 (collectively, the “Audited Financial Statements”) and (b) unaudited consolidated balance sheet of the Company and its subsidiaries as of December 31, 2005 [***] and the related unaudited consolidated statements of income and of cash flows of the Company and its subsidiaries for the 12-month period then ended attached as Schedule 4.06(b) (together with the Reference Balance Sheet, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby and the Financial Statements have been prepared in accordance with GAAP throughout the periods covered thereby, except as described in the notes thereto, and except that the Unaudited Financial Statements do not contain the footnotes required by GAAP and do not contain certain non-material adjustments and normal recurring year-end adjustments as set forth in Schedule 4.06(a) and do not contain intangible asset allocations or deferred Tax entries. The Unaudited Financial Statements have been prepared on a basis consistent with the Audited Financial Statements and include all adjustments, which are only normal recurring adjustments, necessary for the fair presentation of the financial position and the results of operations for the unaudited periods. The Company and the Company Subsidiaries have no material liabilities or obligations that are not reflected and adequately reserved against in the Reference Balance Sheet except liabilities or obligations incurred since the date of the Reference Balance Sheet in the ordinary course of business consistent with past practice (and not a result of a breach or a default by the Company or the Company Subsidiaries) and which could not reasonably be expected to have a Company Material Adverse Effect. The Company has also provided to the Purchaser the unaudited financial statements for InTransit, Inc., Sammons Transportation, Inc., Triple Express, Inc. and United Express, Ltd. as set forth in Schedule 4.06, and the unaudited balance sheet, statement of cash flows and statements of operations as set forth in Schedule 4.06 (collectively, the “Subsidiary Financial Statements”). The Subsidiary Financial Statements present fairly, in all material respects, the financial condition and results of operations of those subsidiaries as of the dates thereof or for the periods covered thereby and the Subsidiary Financial Statements have been prepared in accordance with GAAP. Neither the Company nor any Company Subsidiary is a guarantor, indemnitor, surety or other obligor of any Indebtedness of any other Person, other than a Company Subsidiary in the ordinary course of business consistent with past practice and as set forth in Schedule 4.06.

(b)The Financial Statements do not contain any items of special or nonrecurring income or any other income not earned or otherwise realized in the ordinary course of business except as expressly specified therein.

* Confidential Treatment Requested -12-

(c)Except as set forth in Schedule 4.06, the Company and the Company Subsidiaries have no direct or indirect liabilities or obligations, either accrued, contingent or otherwise, which, individually or in the aggregate, are material to the Company and the Company Subsidiaries, taken as a whole, or involve a risk of loss in excess of [***], and which have not been reflected in the Financial Statements. Except as set forth in the Financial Statements or Schedule 4.06, to the Company’s best Knowledge, there are no facts reasonably likely to give rise to any material claims against or liabilities or obligations of Company or a Company Subsidiary.

(d)The Company and the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(e)The Company’s auditors have begun their audit of the Company’s fiscal year ended December 31, 2005 (“Fiscal 2005”). To date, except as set forth in Schedule 4.06(e),the Company has not been informed by its auditors in connection with such audit, either orally or in writing, of any material adjustments to the Unaudited Financial Statements or of any material weaknesses or deficiencies related to the Company’s accounting books and records. Based on information provided by its auditors, the Company reasonably expects its Fiscal 2005 audit to be completed by March 31, 2006.

(f)Attached as Schedule 4.06(f) is a copy of the Company’s internal unaudited pro forma consolidated financial statements as of December 31, 2005 (the “Unaudited Pro Forma Consolidated Financial Statements”). The Unaudited Pro forma Consolidated Financial Statements to the Company’s Knowledge present fairly in all material respects, the pro forma consolidated financial condition and the results of operations of the Company and the Company Subsidiaries as if the acquisitions of Triple Express, Inc. and Sammons Transportation, Inc. had occurred on January 1, 2005 and have been prepared in a manner consistent with the Company’s Audited Financial Statements, except that they do not contain the footnotes required by GAAP and do not contain certain non-material adjustments and normal recurring year-end adjustments as set forth on Schedule 4.06(a) and do not contain deferred Tax entries.

4.07Litigation. Except as set forth in Schedule 4.07, no claim, arbitration, suit, action, proceeding or civil or criminal investigation (collectively, the “Claims”) is pending or, to the Company’s Knowledge, threatened against the Company, any of the Company Subsidiaries or any Owned Real Property before any federal, state or municipal court, arbitrator or administrative, governmental or nongovernmental department or regulatory authority or body, bureau or agency and neither the Company nor any of the Company Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award, with the exception of the Claims set forth in Schedule 4.07. The Company has notified the Company’s insurance companies about each of the Claims set forth in Schedule 4.07 in accordance with the insurance

* Confidential Treatment Requested -13-

policies covering such Claims. No such insurance company that is currently defending the Company against such Claims as described in Schedule 4.07 has informed the Company that it intends to deny coverage of such Claims or reserve rights not to defend such Claims or otherwise deny coverage of such Claims. The amounts demanded by plaintiffs with regard to such Claims and proposed settlement amounts are within the policy limits of the insurance policies covering such Claims, and the Company has made adequate reserves for any deductibles related to such Claims in the Reference Balance Sheet. There is no Claim pending or, to the Knowledge of the Company, threatened against the Company before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person, that questions the validity of this Agreement or any action taken or to be taken by the Company pursuant to this Agreement or in connection with the transactions contemplated hereby. The parties to the Pierce litigation and Genie litigation described in Schedule 4.07 with respect to Market Transport, Ltd. have agreed to settle such claims for an aggregate amount of $[***], of which Market Transport, Ltd. is responsible for $[***], which is within the Company’s insurance policy limits. The Company does not have Knowledge of any reason why the probate court would not approve the agreed upon settlement.

4.08Compliance with Laws; Licenses and Permits. The Company and the Company Subsidiaries are not in violation of any Law, rule, regulation, order, judgment or decree applicable to it or by which any of their respective assets or properties are bound or affected, except for violations the existence of which could not reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have complied with all applicable material Laws, rules and regulations of the Interstate Commerce Commission, Department of Transportation and Federal Motor Carrier Safety Administration and all state departments of transportation. The Company and the Company Subsidiaries have all material governmental licenses, franchises, permits, approvals, authorizations, exemptions, certificates, and registrations necessary to operate the Owned Real Property and the Leased Real Property and to carry on their respective businesses as they are now being conducted. Except as set forth in Schedule 4.08, the consummation of the transactions contemplated by this Agreement will not cause a loss or adverse modification of, or require any transfer, renewal or notice with respect to, any such material license, franchise, exemption, certificate, registration, permit or other authorization.

4.09 Environmental Compliance.

(a)The Company and the Company Subsidiaries hold all permits, licenses, authorizations and approvals of governmental authorities and agencies required under Environmental Laws (as defined below) for the current use, occupancy or operation of its assets and the conduct of their respective businesses as they are now being conducted, except where the failure to obtain any such permit, license or approval could not reasonably be expected to have a Company Material Adverse Effect.

(b)To the Company’s Knowledge, neither the Company nor any Company Subsidiary is in violation of any such permits, licenses, authorizations and approvals, except for such violations which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

* Confidential Treatment Requested -14-

(c)Except as set forth in Schedule 4.09, neither the Company, nor any Company Subsidiary since the date it was acquired by the Company, has received notice from any governmental agency or authority alleging that the Company, any Company Subsidiary or any of their respective assets are not in compliance with Environmental Laws, to the Company’s Knowledge, no such notice was received by any Company Subsidiary prior to the date of its acquisition by the Company, and, to the Company's Knowledge, the Company and the Company's Subsidiaries are in material compliance with Environmental Laws and there are no circumstances that could reasonably be expected to prevent or interfere with material compliance by the Company or any Company Subsidiary with Environmental Laws in the future.

(d)There is no asserted claim, action, cause of action, demand , notice or investigation by or from any Person alleging potential liability of the Company, any Company Subsidiary or any Person whose environmental liability has been assigned or transferred to the Company or any Company Subsidiary (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on, or resulting from the treatment, storage, transportation or disposal of any Hazardous Substance (as defined below) or the presence or release into the environment of any Hazardous Substance at, on, under or from the premises owned or leased by the Company or any Company Subsidiary (each an “Environmental Claim”), that is pending or, to the Company’s Knowledge, threatened against the Company, any Company Subsidiary, any of their respective assets or any of such premises.

(e)Except as set forth in Schedule 4.09, neither the Company nor any Company Subsidiary has treated, stored, or disposed of, and neither the Company nor any Company Subsidiary has released, any Hazardous Substances in violation of any Environmental Laws on or from any premises owned or leased by the Company or any Company Subsidiary except for treatment, storage, disposal or releases that individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

(f)Except as set forth in Schedule 4.09, there are no above ground storage tanks, underground storage tanks, asbestos which is friable or likely to become friable, or PCBs present on any facility currently owned, operated, occupied, controlled or leased by the Company or any Company Subsidiary or as a consequence of the acts of the Company, any Company Subsidiary or its agents.

(g)Except as set forth in Schedule 4.09 and to the Company’s Knowledge, neither the Company nor any of the Company Subsidiaries has transported or arranged for the transportation of any Hazardous Substances or other materials or substances to any location which is (i) listed on the National Priorities List or any other similar list, schedule, log, inventory or record, however defined, of hazardous or solid waste sites maintained by any governmental entity, (ii) listed for possible inclusion on the National Priorities List or any other similar list, schedule, log, inventory or record, however defined, of hazardous or solid waste sites maintained by any governmental entity, or (iii) the subject of any Environmental Claim.

(h)“Environmental Laws” means any federal, state or local law relating to pollution and the protection of human health and the environment, including, but not limited to, (i) releases or threatened releases of Hazardous Substances or (ii) the manufacture, handling,

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transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances, in each case as in effect on the date of this Agreement. “Hazardous Substances” means (i) substances which contain substances regulated under the following federal statutes and their state counterparts, as well as such statutes’ implementing regulations, as such statutes and regulations have been amended from time to time and as currently interpreted by administering agencies: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Emergency Planning and Community Right-to-Know Act, the Federal Water Pollution Control Act, the Federal Food, Drug and Cosmetic Act, the Occupational Safety and Health Act, and the Clean Air Act; (ii) petroleum and petroleum products including crude oil and any fractions thereof; (iii) natural gas, synthetic gas and any mixtures thereof; and (iv) any substances with respect to which a federal, state or local agency requires environmental investigation, monitoring, reporting or remediation.

4.10 Intellectual Property Rights.

(a)The Company and the Company Subsidiaries own or otherwise have a right to use, free and clear of any payment obligation or other Lien, all the intellectual property and proprietary rights, logos, corporate names, trade secrets, know-how, computer software, data processing systems and program specifications, patents, trade names, trademarks, service marks, copyrights, domain names and applications for any of the foregoing, whether registered or not (collectively, “Intellectual Property Rights”), that are necessary for the Company’s or any Company Subsidiary’s business as currently conducted. Schedule 4.10 is an accurate and complete list of all registered patents, logos, trade names, trademarks, service marks, copyrights, domain names and pending applications, that are owned by or filed under the name of the Company or a Company Subsidiary (collectively, “Registered IP”) reflecting dates of filing or dates of issuance, if applicable, the owner of such Registered IP, the jurisdictions in which such rights have been issued or registered, and any applicable limitations on the usage by the Company and the Company Subsidiaries on such Registered IP.

(b)All Registered IP are valid, subsisting, and enforceable, and there is no claim, action or cause of action challenging the Company’s or any Company Subsidiary’s use of the Intellectual Property Rights or challenging or questioning the validity, enforceability or effectiveness of any Registered IP, nor is any such claim, action or cause of action, to the Knowledge of the Company, pending or threatened.

(c)To the Knowledge of the Company, neither the Company nor any Company Subsidiary is infringing, misappropriating, or violating, any Intellectual Property Rights of a third party. There are no pending or, to the Knowledge of the Company, threatened infringement, misappropriation, or similar claims or proceedings asserted against the Company or any Company Subsidiary, and the Company and Company Subsidiaries have not received any communication of any actual or alleged infringement or misappropriation of any Intellectual Property Rights of any other Person. To the Knowledge of the Company, there is no infringement or misappropriation by any other Person of any Intellectual Property Right of the Company or any Company Subsidiary.

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(d)To the Knowledge of the Company, the business of the Company and the Company Subsidiaries does not involve the employment of any person in a manner that violates any noncompetition or nondisclosure agreement that such person entered into in connection with his or her employment or activities at any time prior to employment by the Company or any Company Subsidiary.

(e)Schedule 4.10 lists all options, licenses or agreements of any kind relating to the Intellectual Property Rights by which the Company or any Company Subsidiary is bound or to which it is a party (except licenses for off-the-shelf software). None of such options, licenses or agreements will be adversely affected by the consummation of the transactions contemplated by this Agreement. True, complete and correct copies of all such options, licenses and agreements have been made available to Purchaser.

(f)The Company and the Company Subsidiaries protect the confidentiality, secrecy and value of all of their Intellectual Property Rights (except such intellectual property whose value would be unimpaired by disclosure) and all proprietary information and processes used by the Company and the Company Subsidiaries in its and their business through the policies and procedures set forth in Schedule 4.10. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has or has asserted any right, claim or interest in or with respect to any of the Intellectual Property Rights

(g)Except for annual license fees for “off-the-shelf” software which are reflected in the Financial Statements, neither the Company nor any Company Subsidiary is obligated to pay any royalties or other payments to third parties with respect to the license or use of any Intellectual Property Rights.

(h)The Company has provided to the Purchaser complete and accurate copies of all standard form agreements used by the Company and/or Company Subsidiaries that contain assignment or licenses of Intellectual Property Rights, including employee agreements and consulting agreements containing intellectual property assignments or licenses or confidentiality provisions.

(i)There is no claim, action or cause of action challenging the Company’s or any Company Subsidiary’s use of the Intellectual Property Rights or challenging or questioning the validity or effectiveness of any Registered IP, nor is any such claim, action or cause of action, to the Knowledge of the Company, pending or threatened.

4.11 Real Property.

(a)Schedule 4.11(a) sets forth each parcel of Owned Real Property. With respect to each Owned Real Property: (i) the applicable Company Subsidiary listed on Schedule 4.11(a) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Encumbrances, (ii) except as set forth in Schedule 4.11(a), neither the Company, nor any Company Subsidiary, has leased, licensed or otherwise granted to any third party any right to use or occupy such Owned Real Property or any portion thereof; and (iii) neither the Company nor any Company Subsidiary has granted or has Knowledge of any outstanding options, rights of first offer or rights of first refusal to purchase

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such Owned Real Property or any portion thereof or interest therein. Neither the Company, nor any Company Subsidiary, is party to any agreement or option to purchase any real property or interest therein.

(b)Schedule 4.11(b) sets forth a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, subordination, non-disturbance and/or attornment agreements and other agreements with respect thereto) to which the Company or any Company Subsidiary is a party. True, correct and complete copies of all Leases have been made available to Purchaser. Except as disclosed in Schedule 4.11(b), with respect to each Lease: (i) the Lease is valid and in full force and effect; (ii) neither the Company (or Company Subsidiary, as applicable), nor, to the Knowledge of the Company, any other party to such lease, is in material breach or default under such Lease; (iii) the Company’s (or Company Subsidiary’s, as applicable) possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed; (iv) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) neither the Company nor any Company Subsidiary will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vi) the Company (or Company Subsidiary, as applicable) has not subleased, assigned, licensed or otherwise granted any Person the right to use or occupy the premises demised under the Lease or any portion thereof; (vii) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein that will remain after the Closing; and (viii) there are no Liens on the Company’s (or Company Subsidiary’s, as applicable) leasehold interest under such Lease that will remain after Closing. Except as set forth in Schedule 4.11(b), the consummation of the transactions contemplated by this Agreement will not constitute a default under any Lease or give any Person the right to cancel any Lease. Notwithstanding the foregoing, the underlying fee interest of the Leased Real Property may be subject to mortgages, deeds of trust, assignments of leases and rents, UCC financing statements and similar security documents, and other Liens placed there or suffered by the owner thereof, but the Company represents and warrants that no such Liens have materially impaired the Company’s or any Company Subsidiary’s occupancy or use of said Leased Real Property pursuant to the terms of the applicable lease during the term thereof.

(c)With respect to the Owned Real Property and, to the Company’s Knowledge, the Leased Real Property, (i) there are no agreements between any governmental entity or quasi-governmental entity and the Company, any Company Subsidiary or, to the Knowledge of Company, any third party which adversely affect the use of the real property by the Company, except for the Permitted Encumbrances; (ii) there is no material violation of any zoning, building or safety ordinance or material Law applicable to such property; (iii) the Company has not received any third party objections as to the Company’s use of such property; (iv) the structures and improvements on such property are supplied with and hooked up to utilities services necessary for the operation of such structures and improvements and the business conducted by the Company therein; and (v) no condemnation has been commenced or, to Company’s Knowledge, is threatened or contemplated with respect to any such property.

(d)Except as set forth on Schedule 4.09, to the Company’s Knowledge, there are no material defects or inadequacies in the Owned Real Property or Leased Real Property which would adversely affect the insurability of the same or cause the imposition of

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extraordinary premiums therefor or create or be likely to create a hazard, excessive maintenance cost or material operating deficiencies.

4.12Tangible Personal Property. Each material item of equipment, machinery or other tangible personal property reflected on the Reference Balance Sheet or otherwise owned or used by the Company or any Company Subsidiary in its business operations is listed on Schedule 4.12 (including, without limitation, all tractors and trailers and the age of fleet summary) and is either: (a) owned by the Company or a Company Subsidiary, free and clear of all Liens, except minor or immaterial imperfections of title and Liens the existence of which is disclosed on Schedule 4.12; or (b) leased pursuant to one or more valid and enforceable lease agreements. Such tangible personal property is (i) in normal operating condition, ordinary wear and tear excepted, and (ii) adequate for the conduct of the business of the Company or the applicable Company Subsidiary, as currently conducted.

4.13 Material Contracts.

(a)Schedule 4.13 lists each executory contract to which the Company or any Company Subsidiary is a party that requires, in accordance with its terms, future payments in excess of $[***] or that is not cancelable with less than 60 days’ notice and each other written contract, agreement, and commitment which is material to the Company, the Company Subsidiaries and their respective businesses (collectively, the “Material Contracts”).

(b)With respect to the Material Contracts, (i) each Material Contract is valid, binding and enforceable in accordance with its terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, equitable relief and other equitable remedies; (ii) neither the Company nor any Company Subsidiary, as the case may be, is in default under or in violation of any provision of any of the Material Contracts; (iii) neither the Company nor any Company Subsidiary has received notice of alleged nonperformance or other noncompliance with respect to its obligations under any of the Material Contracts which alleged nonperformance or other noncompliance is currently unresolved, nor any notice that is currently unresolved that any of the Material Contracts may be totally or partially terminated or suspended by any other party thereto; (iv) neither the Company nor any Company Subsidiary has Knowledge of any material nonperformance, breach or other noncompliance by any other party to any of the Material Contracts; and (v) no Material Contract may be terminated or amended in a manner adverse to the Company or a Company Subsidiary pursuant to its terms as a result of any of the transactions contemplated by this Agreement. True, correct and complete copies of each Material Contract have been made available to Purchaser.

(c)The Tax indemnification provisions in favor of the Company set forth in the Stock Purchase Agreement dated September 1, 2005, by and among the Company, Sammons Holdings, Inc., Sammons Transportation, Inc., Lake States Trucking, Inc., and each of the other parties named thereto and the Stock Purchase Agreement dated June 1, 2005, by and between Market Industries, Ltd. and Market A. White (for the purchase of all the shares of Triple Express, Inc.) are in full force and effect. To date, the Company has not made any Tax indemnity claims under these agreements.

* Confidential Treatment Requested -19-

(d)Neither the Company nor any Company Subsidiary has waived its rights under any non-competition agreement entered into by InTransit, Inc. or Triple Express, Inc.

4.14 Employee Benefit Matters.

(a)Schedule 4.14 contains a true and complete list of (i) all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and (ii) all other material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical and life insurance, supplemental retirement, severance and other benefit plans, programs and arrangements, and all employment, retention, termination, severance or other contracts or agreements maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary (the “Plans”). The Company and the Company Subsidiaries have previously made available to Purchaser a true and complete copy of each Plan or summary Plan (or, in the case of any unwritten Plan, a description), as currently in effect, and a true and complete copy of each of the following documents, to the extent applicable, prepared in connection with each such Plan: (A) a copy of each trust or other funding arrangement, (B) the three most recently filed Internal Revenue Service Forms 5500, (C) the most recently received Internal Revenue Service determination letter, and (D) the most recently prepared actuarial report. Neither the Company nor any Company Subsidiary has communicated to employees any intent to or has expressly or impliedly committed to modify, change or terminate any Plan, other than with respect to a modification, change or termination required to bring the Plan into compliance with applicable law. Each Plan that is intended to be qualified under Section 401(a) and/or 401(k) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), so qualifies, has received a favorable determination letter from the Internal Revenue Service to such effect and its trust is exempt from taxation under Section 501(a) of the Internal Revenue Code. To the knowledge of the Company, no fact or event has occurred since the date of any determination letter from the Internal Revenue Service which is likely to affect adversely such favorable determination or such qualification or to result in a filing under Rev. Proc. 2003-44 or any predecessor or successor thereto. The Company and the Company Subsidiaries have timely paid all contributions, premiums and expenses payable to or in respect of each Plan and workers’ compensation arrangement under the terms thereof and in accordance with applicable law, including ERISA and the Internal Revenue Code, and to the extent any such contributions, premiums or expenses are not yet due, the liability therefor has been properly and adequately accrued on the Company’s Financial Statements.

(b)None of the Plans (i) is a multiemployer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or a pension plan within the meaning of Section 4001(a)(15) of ERISA, (ii) is subject to Section 302 or Title IV of ERISA or Section 4112 of the Internal Revenue Code, or (iii) provides or promises to provide retiree medical or life insurance benefits, other than to the extent required by Section 4980B(f) of the Internal Revenue Code, and Sections 601 through 609 of ERISA.

(c)With respect to each Plan, neither the Company nor any ERISA Affiliate is currently liable for any material Tax, including, without limitation, any Tax under Section 4971, 4972, 4975, 4976, 4979, 4980 or 4980B of the Internal Revenue Code, and, to the

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Knowledge of the Company, no fact or event exists which could reasonably be expected to give rise to any such liability. Neither the Company nor any ERISA Affiliate has incurred any material liability (which will not be satisfied prior to the Closing) under, arising out of or by operation of Title I or IV of ERISA, including, without limitation, any material liability in connection with the termination or reorganization of any employee pension benefit plan subject to Title IV of ERISA. To the Knowledge of the Company, no fact or event exists which could reasonably be expected to give rise to any such liability. “ERISA Affiliate” is any trade or business whether or not incorporated, which together with the Company would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Internal Revenue Code.

(d)No Plan subject to a funding requirement has been terminated at a time when such Plan was not sufficiently funded.

(e)Except as otherwise provided in Schedule 4.14(e), the value, determined on a termination basis, of all accrued benefits (whether or not vested) under each Plan did not exceed, as of the most recent valuation date, and will not exceed as of the time of the Closing, the then current fair market value of the assets of such Plan.

(f)Each Plan has been operated in material compliance with its terms and applicable laws, including, without limitation, ERISA and the Internal Revenue Code. Any merger, reorganization or termination of the Company’s or any Company Subsidiary’s benefit plan or arrangements has been administered in compliance with plan terms and applicable laws. All prior contributions, premiums or payments made with respect to any Plan have been deducted for income Tax purposes and no such deduction previously claimed has been challenged by any government entity.

(g)There are no actions, suits or claims (other than routine claims for benefits in the ordinary course) pending or, to the Knowledge of the Company, threatened with respect to any Plan. No Plan, the Company or any Company Subsidiary is under audit or, to the Knowledge of the Company, investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency, nor is any such audit or investigation pending or, to the Knowledge of the Company, threatened.

(h)Except as disclosed in Schedule 4.14(h), neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including but not limited to the Stock Option Cancellation Agreements and bonuses to be paid to certain managers at closing), either alone or in combination with another event (whether contingent or otherwise) will (i) entitle any current or former employee, consultant or director of the Company or any Company Subsidiary to any increased or modified benefit or payment, including any bonus payments, severance or change in control benefits; (ii) increase the amount of compensation due to any such employee, consultant or director; (iii) accelerate the vesting, payment or funding of any compensation, stock-based benefit, incentive or other benefit; (iv) result in any “parachute payment” under Section 280G of the Internal Revenue Code (whether or not such payment is considered to be reasonable compensation for services rendered); or (v)

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cause any compensation to fail to be deductible under any provision of the Internal Revenue Code.

(i)Prior to the date hereof, (A) each of [***] waived his right to receive from the Company a portion of the bonus payments and/or Net Option Payments identified in Schedule 4.14(h) in an amount sufficient to cause the total payments to such Seller Party to be below three times his "base amount" (as defined in Section 280G(b)(3)), and (B) after such waivers, the shareholders of the Company approved the payments due to such Seller Parties in accordance with the requirements of Treasury Regulation 1.280G-1.

(j)The Company and the Company Subsidiaries have not, since October 3, 2004, (i) granted to any person an interest in a nonqualified deferred compensation plan (as defined in section 409A(d)(1) of the Internal Revenue Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to such interest, will be subject to the Tax imposed by sections 409A(a)(1)(B) or (b)(4)(A) of the Internal Revenue Code, or (ii) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the Tax imposed by sections 409A(a)(1)(B) or (b)(4) of the Internal Revenue Code.

(k)There are no material liabilities, whether contingent or absolute, of the Company or any Company Subsidiary relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier.

4.15 Labor Matters.

(a)Schedule 4.15 sets forth a list of all employees employed by the Company and the Company Subsidiaries as of the date hereof (the “Employees”). There are no labor controversies pending or, to the Company’s Knowledge, threatened, between the Company or any Company Subsidiary and any of the Employees or any former employee of the Company or any Company Subsidiary; neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to any of the Employees, and no such agreement is currently being negotiated by the Company or any Company Subsidiary; and the Company and the Company Subsidiaries have no Knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any of its respective Employees. During the three-year period ending on the date of this Agreement, none of the Company, any Company Subsidiary or any of their respective representatives or employees has committed any unfair labor practice or violated any applicable material Laws in connection with the employees or independent contractors of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board, the Department of Labor, the Equal Employment Opportunity Commission, the Occupational Health and Safety Administration or any comparable governmental agency or by any independent contractor, service provider, employee or class of employees pending or, to the Knowledge of the Company, threatened.

(b)During the [***] period ending on the date of this Agreement each of the Company and the Company Subsidiaries has properly classified all their respective service providers as either (i) common law employees, leased employees, independent contractors or

* Confidential Treatment Requested -22-

agents, or (ii) subject to or exempt from state and federal overtime requirements, and such classifications satisfy applicable Laws. Each of the Company and the Company Subsidiaries has paid all salary, wages, bonuses, incentive compensation, accrued vacation, housing allowances, relocation costs, interest, severance, stock, stock options, vesting, outplacement costs, fees, commissions and any and all other benefits and compensation due to all of their respective employees and independent contractors. To the Knowledge of the Company, there have not been any claims or allegations made by any service provider classified as an independent contractor or by any governmental entity that additional benefits, compensation, back pay or penalties were owed due to a service provider being misclassified as an independent contractor. During the [***] period ending on the date of this Agreement (i) no misclassifications of employees, service providers, owner operator or independent contractors has been alleged or found to exist, and (ii) the Company has made no material changes to the way it classifies its employees, service providers, owner operators and independent contractors or the duties performed by its service providers.

(c)No Key Manager or other executive officer of the Company has given notice to the Company of his or her intent to terminate his or her employment with the Company, nor, to the Company’s Knowledge, does any Key Manager or executive officer intend to terminate his or her employment with the Company.

(d)Effective at the Closing, the following agreements have been terminated and there are no ongoing severance or other similar obligations of the Company: (i) Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***], (ii) Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***] and (iii) Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***].

4.16 Taxes.

(a)Each of the Company and the Company Subsidiaries has timely filed all Tax returns (federal, state and local) required to be filed by it. All Taxes shown to be due and payable on such returns, any assessments imposed, and all other Taxes, including without limitation, all sales or use Taxes, due and payable by the Company or the Company Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent, including all required estimated federal and state Tax payments for 2005. There is no liability for any Tax to be imposed upon the Company’s or the Company Subsidiaries’ properties or assets as of the date of this Agreement for which adequate provision has not been made in the Financial Statements. Other than as disclosed in Schedule 4.16(a), (i) neither the Company nor any of the Company Subsidiaries has had any Tax deficiency proposed or assessed against it or has executed any waiver of any statute of limitations on the assessment or collection of any Tax or governmental charge and (ii) none of the Company’s or the Company Subsidiaries’ federal income Tax returns and none of their respective state income or franchise Tax or sales or use Tax returns has ever been audited by governmental authorities since the tax year ending in 2001. Since December 31, 2001, neither the Company nor any of the Company Subsidiaries has incurred any Taxes, assessments or governmental charges other than in the ordinary course of business, and the Company and the Company Subsidiaries have made adequate provisions on their respective books of account for all Taxes, assessments and governmental charges with respect to their respective business, properties and operations since

* Confidential Treatment Requested -23-

such date. Each of the Company and the Company Subsidiaries has withheld or collected from each payment made to each of its employees, the amount of all Taxes (including, but not limited to, federal income Taxes, Federal Insurance Contribution Act Taxes and Federal Unemployment Tax Act Taxes) required to be withheld or collected therefrom, and has paid the same to the proper Tax receiving officers or authorized depositories. No return of the Company or any of the Company Subsidiaries is being audited by any taxing authority, nor does the Company have Knowledge of any impending audit. There has been no change in any material election in respect of Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes. “Tax” or “Taxes” means all income, gross receipts, sales, use, payroll, employment, franchise, profits, transportation, public utilities, excise, property or other taxes, fees, stamp taxes and duties, assessments or charges of any kind whatsoever, whether payable directly or by withholding (together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto), imposed by any governmental authority responsible for the assessment and collection thereof. True, correct and complete copies of the Company’s consolidated Tax returns for periods since December 31, 2001 have been made available to Purchaser.

(b)S Corporation. Effective as of January 1, 1998 , the Company made a valid election under Section 1362 of the Internal Revenue Code to be an S Corporation within the meaning of Sections 1361 and 1362 of the Internal Revenue Code (and any corresponding elections for any qualified subsidiaries pursuant to Section 1361) effective for all Taxable Periods beginning on or subsequent thereto and made corresponding elections under state and local tax laws to the extent shown on Schedule 4.16(b). Effective as of July 15, 2002, the Company terminated its S Corporation election. Except with respect to the S Corporation election for Sammons Transportation, Inc. which terminated on the closing of the acquisition by the Company of Sammons Transportation, Inc. in 2005, at no time between January 1, 1998, and July 15, 2002 (the “S Corporation Period”) have the Company or the Company Subsidiaries experienced any type or form of voluntary, involuntary or inadvertent termination of its S Corporation status other than the termination that occurred on July 15, 2002. During the S corporation Period, the Company or the Company Subsidiaries properly reported and paid any corporate level tax under Section 1374 or any other provision of the Internal Revenue Code. None of the Company, any Company Subsidiary or any Sellers have, during the S Corporation Period, taken any action or tax return position inconsistent with the treatment of the Company as an S Corporation. Similarly, none of the Company, any Company Subsidiary or Sellers, during the S Corporation Period failed to take any action required in order to maintain the Company’s S corporation status under the Internal Revenue Code or any other tax law. Schedule 4.16(b) sets forth each state and locality where the Company has made a valid election under the applicable law of such jurisdiction to be an S Corporation effective for all Taxable Periods during the S Corporation Period.

4.17Insurance. Schedule 4.17 sets forth (a) a list of all material liability, property, accident, casualty, fire, flood, workers’ compensation, key man, group life or health and other insurance policies and arrangements affecting or relating to the Company, the Company Subsidiaries, their respective assets or businesses, and (b) the name of the insurance, type of coverage, policy limits and deductibles, additional insureds (if any), and the annual premium for each such policy. All insurance policies of the Company and the Company Subsidiaries are in

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full force and effect and, except as set forth in Schedule 4.17, will not terminate or lapse by reason of any of the transactions contemplated by this Agreement. All premiums covering all periods up to and including the Closing have been paid, no notice of cancellation or termination has been received with respect to any such policy or binder, and the Company is otherwise in compliance with the terms of such policies and binders. The Company has not been refused any insurance with respect to its assets or operations, nor has its coverage been limited, by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance. The Company has no Knowledge of threatened termination of, or premium increase with respect to, any of such policies. True, correct and complete copies of all policies listed on Schedule 4.17 have been made available to Purchaser. The insurance policies listed in Schedule 4.17 are in amounts and have coverages required by any Material Contract to which the Company is a party or by which any of its assets and properties is bound.

4.18Accounts Receivable. All accounts receivable of the Company and the Company Subsidiaries reflected on the Reference Balance Sheet or accrued since the date of the Reference Balance Sheet represent bona fide transactions made in the ordinary course of business of the Company and the Company Subsidiaries, and applicable bad debt or uncollectible account reserves reflected on the Reference Balance Sheet are reasonable and established in amounts consistent with past practice. Schedule 4.18 contains as of a recent date a complete and accurate aging report of accounts receivable of the Company and the Company Subsidiaries (other than Sammons Transportation, Inc., for which Schedule 4.18 includes a list of accounts receivable) (the “Aging Report”). All receivables set forth on the Aging Report are free of any defenses, setoffs, or counterclaims, represent bona fide transactions made in the ordinary course of business of the Company and the Company Subsidiaries, and applicable bad debt or uncollectible account reserves reflected therein are reasonable and established in amounts consistent with past practice. Since January 1, 2005, except in the ordinary course of business, neither the Company nor the Company Subsidiaries (a) have written off as uncollectible any accounts receivable, or (b) accelerated the collection of accounts receivable in advance of the normal collection date thereof.

4.19Brokers. Except for BB&T Capital Markets, a division of Scott & Stringfellow, Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. All fees and expenses of BB&T will be paid in full at Closing pursuant to Section 3.02.

4.20Bank Accounts. Schedule 4.20 sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company and the Company Subsidiaries maintains safe deposit boxes or accounts of any nature, the title and number of the account(s) and the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto.

4.21Absence of Certain Changes or Events. Since December 31, 2004, except as set forth in Schedule 4.21, neither the Company nor any Company Subsidiary has:

(a)taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of business;

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(b)forgiven or cancelled any material Indebtedness or waived any material claims or rights of material value (including, without limitation, any Indebtedness owing by any shareholder, officer, director, employee or affiliate of the Company or any Company Subsidiary);

(c)other than in the ordinary course of business and in connection with regularly scheduled salary increases and except as referred to in this Agreement or contemplated hereby, entered into any employment or consulting contract or commitment or granted any increase in the compensation of directors, officers, employees or consultants;

(d)borrowed or agreed to borrow any funds, assumed or become subject to, whether directly or by way of guarantee or otherwise, any liabilities or obligations, or incurred any liabilities or obligations except liabilities and obligations incurred in the ordinary course of business;

(e)paid, discharged or satisfied any claims, liabilities or obligations other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Reference Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the Reference Balance Sheet;

(f)sold, transferred or otherwise disposed of any of its properties, inventory or assets (real, personal or mixed, tangible or intangible) with an aggregate net book value in excess of $[***], except in the ordinary course of business consistent with past practices;

(g)permitted or allowed any of its property or assets to be subjected to any Lien, except for Permitted Encumbrances and Liens for current Taxes not yet due;

(h)except in the ordinary course of business consistent with past practices, entered or amended any contract or agreement to which the Company or any Company Subsidiary is a party that requires, in accordance with its terms, future payments in excess of $[***] or that is not cancelable with less than 60 days’ notice, or any other written Material Contract;

(i)terminated or suffered the termination of any contract or agreement to which the Company or any Company Subsidiary is a party that requires, in accordance with its terms, future payments in excess of $[***] or that is not cancelable with less than 60 days’ notice, or any other written Material Contract;

(j)except in the ordinary course of business consistent with past practices, made any single capital expenditure or commitment in excess of $[***] for additions to property, plant, equipment or intangible capital assets;

(k)made any change in any method of accounting or accounting practice or internal control procedure;

(l)issued any capital stock, other securities or options or other rights to acquire capital stock or other securities, or declared, paid or set aside for payment any dividend

* Confidential Treatment Requested -26-

or other distribution in respect of its capital stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company or any Company Subsidiary, or otherwise permitted the withdrawal by any of the holders of capital stock of the Company or any Company Subsidiary of any cash or other assets (real, personal or mixed, tangible or intangible), in compensation, indebtedness or otherwise, other than payments of compensation in the ordinary course of business;

(m)suffered any Company Material Adverse Effect, and, to the Knowledge of the Company, no fact or condition exists or is threatened that might reasonably be expected to cause a Company Material Adverse Effect in the future;

(n)suffered any material damage, destruction or casualty loss (whether or not covered by insurance) or condemnation, taking or other similar proceeding; or

(o)agreed, whether in writing or otherwise, to take any action described in this Section 4.21.

4.22Restriction on Business Activities. Except as set forth in Schedule 4.22, there is no agreement (non-competition or otherwise), commitment, judgment, injunction, order or decree to which the Company or any Company Subsidiary is a party or otherwise binding upon the Company or any Company Subsidiary which prohibits the Company or any Company Subsidiary from engaging in any line of business or competing with any Person.

4.23Minute Books. Except as set forth in Schedule 4.23, the minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of the Company and the Company Subsidiaries, as made available to Purchaser at or prior to Closing, are correct and complete.

4.24Suppliers and Customers. Schedule 4.24 is a true and correct list setting forth the ten largest suppliers and the ten largest customers (the “Major Customers”) of the Company or any Company Subsidiary, by dollar amount as of the most recent practicable date. Since January 1, 2005, no Major Customer has cancelled or otherwise materially modified its relationship with the Company or any Company Subsidiary in a manner adverse to the Company or any Company Subsidiary. Except as set forth in Schedule 4.24, since January 1, 2006 no material licensor, vendor, supplier, licensee or other material customer of the Company or any Company Subsidiary has cancelled or otherwise materially modified its relationship with the Company or any Company Subsidiary in a manner adverse to the Company or any Company Subsidiary. No executive officers, directors or Key Manager of the Company or any Company Subsidiary has received a communication (orally or in writing) from such Person as to their intention to do so. With respect to any contract, agreement or other arrangement between the Company or any Company Subsidiary, on the one hand, and any of the suppliers or customers listed on Schedule 4.24, on the other hand (each, a “Customer/Supplier Contract”, (i) each Customer/Supplier Contract is valid , has been duly authorized, executed and delivered by the Company or any Company Subsidiary, is in full force and effect, and the parties to such agreement have received the consideration to be delivered to and received by them prior to the date hereof; (ii) neither the Company nor any Company Subsidiary, as the case may be, is in

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default under or in violation of any material provision of any of the Customer/Supplier Contracts; (iii) neither the Company nor any Company Subsidiary has received written notice of alleged nonperformance or other noncompliance with respect to its obligations under any of the Customer/Supplier Contracts which alleged nonperformance or other noncompliance is currently unresolved, nor any written notice that is currently unresolved that any of the Customer/Supplier Contracts may be totally or partially terminated or suspended by any other party thereto; and (iv) the Customer/Supplier Contract will continue to be in full force and effect on identical terms following the consummation of the transactions contemplated hereby. True, correct and complete copies of each Customer/Supplier Contract have been made available to Purchaser.

4.25Certain Business Relationships with the Company. Except as set forth in Schedule 4.25, no Seller Party has had, directly or indirectly, any economic interest in any business arrangement or relationship with the Company since January 1, 2005, and no Seller Party owns or has any economic interest in any asset, tangible or intangible, which is used in the business of the Company and any Company Subsidiary.

4.26Disclosure. No representation or warranty made by the Company contained in this Agreement, and no statement contained in the Disclosure Memorandum or in any certificate, list or other writing furnished to the Purchaser in connection with this Agreement (including the Financial Statements and the notes thereto) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

To induce the Company and the Seller Parties to enter into this Agreement and to consummate the transactions contemplated hereby, the Purchaser hereby represents and warrants to the Company and the Seller Parties as follows:

5.01Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation. Copies of the Organizational Documents of the Purchaser and all amendments thereto as in effect on the date hereof have been made available to the Seller Representative and are complete and correct as of the date of this Agreement. The Purchaser is not in default under or in violation of its Organizational Documents.

5.02Authority, Authorization; Enforceability. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and under each such Transaction Document, and to consummate the transactions contemplated by this Agreement and each such Transaction Document. The execution, delivery and performance by the Purchaser of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser. This Agreement and each other Transaction Document to which the Purchaser is a party is, or upon its execution and delivery will be (assuming the execution thereof by the other parties thereto), a valid and binding

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obligation of the Purchaser enforceable against it in accordance with the terms thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by the rules of law governing specific performance, equitable relief and general principles of equity.

5.03Noncontravention. Except for compliance with any applicable requirements of the HSR Act, neither the execution, delivery or performance by the Purchaser of this Agreement or any other Transaction Document to which it is a party, nor the consummation by the Purchaser of the transactions contemplated hereby or thereby, nor compliance by the Purchaser with any of the provisions hereof or thereof will (a) violate, or result in the violation of, the Organizational Documents or any resolutions adopted by the stockholders, board of directors or other governing body of the Purchaser, (b) violate any Law, writ, injunction or decree of any Authority, in each case applicable to the Purchaser or its assets or properties or (c) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Purchaser pursuant to, any material instrument or agreement to which the Purchaser is a party or by which the Purchaser or its properties may be bound or affected, except (in the case of clauses (b) and (c)) where the violation, conflict, breach or default would not reasonably be expected to have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

5.04Governmental Approvals. Except for compliance with any applicable requirements of the HSR Act and except as set forth in Schedule 5.04 hereto, no filing with, and no permit, authorization, consent or approval of any Authority is necessary for the consummation by the Purchaser of the transactions contemplated hereby.

5.05Claims and Legal Proceedings. There is no claim, action, suit, arbitration, criminal or civil investigation or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person, that questions the validity of this Agreement or any action taken or to be taken by Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby.

5.06Brokers. The Purchaser has not retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement.

5.07Securities Act. The Purchaser is acquiring the Shares hereunder solely for the purpose of investment and not with a view to, or in connection with, any distribution thereof in violation of the Securities Act. The Purchaser acknowledges that the Shares are not registered under the Securities Act or any applicable state securities Law, and that the Shares may not be sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities Laws and regulations as applicable.

5.08Availability of Funds. The Purchaser has or will have at the Closing sufficient cash available to enable it to pay the full Aggregate Purchase Price payable at the Closing

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hereunder and to make all other necessary payments by them in connection with the transactions contemplated hereby.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

To induce the Purchaser to enter into this Agreement, and to consummate the transactions contemplated hereby, each Seller Party, severally as to itself, himself or herself only and not jointly as to or with any other Seller Party, represents and warrants to the Purchaser (but, as for each Seller Party with respect to each warranty and representation, only to the extent that such warranty or representation directly describes, implicates or relates to such Seller Party) as follows:

6.01Organization and Standing. Each of Endeavour Capital and Endeavour Associates represents and warrants that it is a limited partnership duly formed, validly existing and in good standing under the Laws of the state of its organization.

6.02 Authority; Authorization; Capacity.

(a)Each of Endeavour Capital and Endeavour Associates represents and warrants that it has the requisite limited partnership right, power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and under each such Transaction Document, and to consummate the transactions contemplated by this Agreement and each such Transaction Document. The execution, delivery and performance by such Seller of this Agreement and each other Transaction Document to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited partnership action on the part of such Seller.

(b)Each Seller Party other than Endeavour Capital and Endeavour Associates represents that he or she is an individual and has the capacity to execute and deliver this Agreement and the Transaction Documents to which he or she is a party, to perform his or her obligations under this Agreement and each such Transaction Document, and to consummate the transactions contemplated by this Agreement and each such Transaction Document.

6.03Enforceability. This Agreement and each other Transaction Document to which such Seller Party is a party is, or upon its execution and delivery will be, a valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with the terms thereof, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by the rules of law governing specific performance, equitable relief and general principles of equity.

6.04 Ownership of Shares.

(a)Each Seller holds of record, owns beneficially and has good title to such Seller’s Shares as set forth opposite such Seller’s name in Column 1 of Schedule 2.03 hereto, free and clear of Liens, claims, demands and restrictions on transfer (other than any restrictions under the Securities Act and applicable state securities Laws and restrictions which will be

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terminated in connection with the Closing), and such Shares set forth opposite such Seller name in Column 1 of Schedule 2.03 constitute all of the Shares owned beneficially or held of record by such Seller. Upon the consummation of the transactions contemplated by this Agreement, the Purchaser will acquire good and valid title to the Shares being sold by the Sellers, free and clear of all Liens.

(b)Immediately prior to the Closing, each Management Option Holder held of record, owned beneficially and had good title to the Stock Options as set forth in Column 2 of Schedule 2.01 hereto, free and clear of Liens, claims, demands and restrictions on transfer (other than any restrictions under the Securities Act and applicable state securities Laws and restrictions which will be terminated in connection with the Closing), and such Stock Options constituted all of the Stock Options owned beneficially or held of record by such Management Option Holder.

(c)The Stock Option Cancellation Agreements are legal, valid and binding obligations of the Seller Parties party thereto, enforceable against such Seller Parties in accordance with their terms. No Management Option Holder has any rights with respect to Stock Options or to the capital stock of the Company or the Company Subsidiaries other than as expressly set forth in such holders' respective Stock Option Cancellation Agreements.

6.05Noncontravention. Except for (a) compliance with any applicable requirements of the HSR Act, and (b) notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries to be paid and discharged at Closing pursuant to Section 3.02, neither the execution, delivery or performance by such Seller Party of this Agreement or any other Transaction Document to which such Seller Party is a party, nor the consummation by such Seller Party of the transactions contemplated hereby or thereby, nor compliance by such Seller Party with any of the provisions hereof or thereof, nor the sale of the Shares by the Sellers to the Purchaser will (i) in the case of each of Endeavour Capital and Endeavour Associates only, violate, or result in the violation of, its Organizational Documents or any resolutions adopted by its stockholders, board of directors or other governing body, (ii) violate any Law, writ, injunction or decree of any Authority, in each case applicable to such Seller Party or such Seller Party’s assets or properties or (iii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of such Seller Party pursuant to, any instrument or agreement to which such Seller Party is a party or by which such Seller Party or such Seller Party’s properties may be bound or affected, except (in the case of clauses (ii) and (iii)) where the violation, conflict, breach or default would not have a material adverse effect on the ability of such Seller Party to consummate the transactions contemplated by this Agreement.

6.06Litigation. To the extent that it would impair his, her or its ability to perform hereunder, no claim, arbitration, suit, action, proceeding or civil or criminal investigation is pending against such Seller Party before any federal, state or municipal court, arbitrator or administrative, governmental or nongovernmental department or regulatory authority or body, bureau or agency. There is no Claim pending or, to the Knowledge of such Seller Party, threatened against such Seller Party before or by any court or governmental or nongovernmental department, commission, board, bureau, agency or instrumentality, or any other Person, that

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questions the validity of this Agreement or any action taken or to be taken by the Seller Parties pursuant to this Agreement or in connection with the transactions contemplated hereby.

6.07Governmental Approvals. Except for compliance with any applicable requirements of the HSR Act and except as set forth in Schedule 6.07 hereto (all of which permits, authorizations, consents or approvals have been obtained on or prior to the Closing), no filing by such Seller Party with, and no permit, authorization, consent or approval, in each case, of or with respect to such Seller Party, of any Authority is necessary for the consummation by such Seller Party of the transactions contemplated hereby.

ARTICLE VII.

CONDITIONS TO CLOSING

7.01Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each and every one of the following conditions precedent:

(a)The representations and warranties of the Company and each Seller Party set forth in Article IV and Article VI shall have been true and correct in all material respects as of the Closing Date and the Company and each Seller Party shall have performed and complied in all material respects with all of the other agreements, covenants and obligations required under this Agreement to be performed or complied with by such Person prior to or at the Closing.

(b)All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated.

(c)There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby.

(d)The Company shall have delivered to the Purchaser such resignations of the officers and directors of the Company and the Company Subsidiaries as the Purchaser may request.

(e)The relevant parties to each of the Transaction Documents (other than the Purchaser or any of its Affiliates) shall have entered into such Transaction Documents and (but for execution and/or delivery of such Transaction Documents by the Purchaser or any of its Affiliates), such Transaction Documents shall be in full force and effect.

(f)All of the Required Consents shall have been obtained and shall be in form and substance reasonably satisfactory to the Purchaser.

(g)Sellers shall provide, at Sellers’ cost, an ALTA Owner’s Title Insurance Policy 1992 Form (the “Portland Title Policy”) for the Owned Real Property located in Portland, Oregon (the “Portland Owned Real Property”), or an irrevocable commitment to issue such policy, from Chicago Title Insurance Company (the “Title Company”), insuring Market Transport, Ltd.’s fee simple title to the Portland Owned Real Property as of the Closing Date in the form of, and subject only to the exceptions set forth in, the proforma title policy attached to

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this Agreement as Schedule 7.01(a) (the “Portland Property Proforma Title Policy”) and with coverage in the amount of $[***]. The Company shall provide the Title Company with an owner’s affidavit (“Owner’s Affidavit”) and gap indemnity (“Gap Indemnity”) from an officer of the Company, as required for the Title Company to issue the Title Policy.

(h)The Seller Parties and the Company shall have delivered to the Purchaser such other documents as the Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement, including, without limitation, the Shares and appropriate stock powers.

(i)The Seller Parties and the Company shall have delivered to the Purchaser the executed Stock Option Cancellation Agreements of the Other Option Holders and the Management Option Holders.

(j)The Company and the Company Subsidiaries shall have delivered to the Purchaser, dated as of the Closing Date and addressed to the Purchaser, all in form and substance reasonably satisfactory to the Purchaser and its counsel (i) an opinion of Tonkon Torp, LLP, legal counsel to the Company and the Company Subsidiaries, (ii) an opinion of legal counsel to Endeavour Capital and Endeavour Associates, (iii) an opinion of legal counsel to Columbia Holdings LLC and (iv) an opinion of Schwabe, Williamson & Wyatt, legal counsel to each of P. Brian Fitzgerald, Charles F. Hornecker, Don Farthing and Gary Wilson.

(k)At or prior to the Closing, the Company shall deliver to the Purchaser the payoff letters pursuant to Section 3.02 hereof.

(l)At or prior to the Closing, each Seller shall deliver to the Purchaser a certificate in the form of U.S. Treasury Regulations §1.1445-2(b)(2)(iv)(A) or (B), as the case may be.

(m)Purchaser shall have reached mutually satisfactory arrangements with Key Managers concerning continued employment after the Closing.

(n)Purchaser shall have received (i) non-competition agreements and non-solicitation agreements from each of [***], and (ii) non-solicitation agreements from each of [***] (collectively, the "Noncompetition Agreements").

(o)Purchaser shall have received evidence reasonably satisfactory to it that the following agreements of the Company have been terminated in connection with the Closing: (i) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; (ii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***]; and (iii) the Letter Agreement dated July 19, 2002 between Market Transport, Ltd. and [***].

(p)Purchaser shall have received evidence reasonably satisfactory to Purchaser that the amount of the Company’s Cash is sufficient to cover outstanding and/or unprocessed checks.

(q)Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Company or the applicable Company Subsidiary: (i) attaching

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copies of the Organizational Documents, and any amendments thereto, of the Company and each of the Company Subsidiaries; (ii) attaching resolutions of the board of directors and shareholders of the Company authorizing this Agreement, as well as all agreements, instruments and documents ancillary thereto, and the transactions contemplated hereby and thereby; (iii) attaching certificates of good standing as of a recent date of each of the Company and the Company Subsidiaries from their respective states of incorporation; and (iv) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company.

(r)All shares of Series A Preferred Stock shall have been converted into shares of Common Stock in connection with the Closing.

(s)a consolidated balance sheet of the Company, prepared as of [***], and certified by the Chief Financial Officer of the Company (the “Closing Date Balance Sheet”), which presents fairly, in all material respects, the financial condition of the Company on such date in conformity with GAAP, except that it does not contain the footnotes required by GAAP and it does not contain intangible asset allocations or deferred tax entries.

(t)Each of Peter W. Stott and the Peter W. Stott Qualified Disposition Trust shall have delivered to the Purchaser an executed guarantee in the form attached hereto as Exhibit D-1 and D-2, respectively (the “Guarantees”).

(u)The consummation of the transactions contemplated by this Agreement and under the other Transaction Documents shall be legally permitted by all laws and regulations to which the Purchaser, the Company or any Company Subsidiaries is subject.

7.02Conditions to Obligations of the Seller Parties and the Company. The obligations of the Seller Parties and the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each and every one of the following conditions precedent:

(a)The representations and warranties of the Purchaser set forth in this Agreement and the Transaction Documents shall have been true and correct in all material respects as of the Closing Date and Purchaser shall have performed and complied in all material respects with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with by them prior to or at the Closing.

(b)All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated.

(c)There shall be in force no injunction, judgment, order, decree or ruling by or before any Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the transactions contemplated hereby.

(d)The relevant parties to each of the Transaction Documents (other than the Company, any of the Company Subsidiaries or the Sellers or any of their Affiliates) shall have entered into such Transaction Documents and (but for execution and/or delivery of such

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Transaction Documents by the Company, any of the Company Subsidiaries or the Sellers or any of their Affiliates), such Transaction Documents shall be in full force and effect.

(e)The Purchaser shall have delivered to the Seller Representative such other documents as the Seller Representative may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement.

(f) [***]

(g)The consummation of the transactions contemplated by this Agreement and under the other Transaction Documents shall be legally permitted by all laws and regulations to which the Purchaser, the Company or any Company Subsidiaries is subject.

ARTICLE VIII.

ADDITIONAL AGREEMENTS

8.01Further Assurances. The parties hereto shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement.

8.02Publicity; Confidentiality. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be made without advance written approval thereof by the Purchaser and the Seller Representative and the Company (which, after the Closing, shall not be unreasonably withheld, conditioned or delayed). The Purchaser and the Seller Representative agree to cooperate in issuing any press release or other public announcement concerning this Agreement or the transactions contemplated hereby. Whenever practicable, the Purchaser and the Seller Representative shall each furnish to the other drafts of all such press releases or announcements prior to their release. Nothing contained in this Section 8.02 shall prevent any party from (a) at any time furnishing any information to any Authority or from making any filings or disclosures required under the Securities Act or the Securities Exchange Act, or under the rules and regulations of any national securities exchange on which such party’s shares of capital stock are listed, (b) placing (or permitting such party’s representatives to place) a “tombstone” advertisement in any publication or in any marketing or promotional materials, reasonably acceptable to the other parties, or (c) furnishing any information concerning the transactions contemplated hereby to such party’s officers, directors, shareholders, partners, Affiliates or representatives. For purposes of the foregoing clauses (b) and (c), Endeavour Capital, Endeavour Associates and their respective Affiliates and representatives shall be entitled to use the Company’s logo in connection with any such advertisement, marketing, promotional materials or other communications. Other than as expressly permitted herein, without the prior written consent of Purchaser, the Seller Parties agree not to disclose any material, nonpublic information about the Company or any material, nonpublic information which they may learn about Purchaser, its Affiliates or its business operations, or use any such information for any purpose other than completing the transactions contemplated by this Agreement. The provisions of this Section 8.02 shall continue indefinitely and survive the Closing or any termination of this Agreement.

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8.03Business Records. The Purchaser acknowledges that the business records of the Company and each of the Company Subsidiaries relating to their respective operations prior to Closing will be acquired by the Purchaser in connection with the consummation of the transactions contemplated hereby, and that the Seller Representative, as agent for the Seller Parties, may from time to time require access to or copies of such records. The Purchaser agrees that upon reasonable prior notice from any Seller, it will, during normal business hours, provide or cause to be provided to such Seller access to or copies of such records. The Purchaser agrees that it will not (and will cause each of its Affiliates, including the Company and its Subsidiaries not to), within six years after the Closing Date, destroy any material business records of the Company or any of the Company Subsidiaries prepared prior to the Closing without first notifying the Seller Representative and affording the Seller Representative the opportunity to remove or copy such records. For purposes of the preceding sentence, any notice from the Purchaser delivered in accordance with this Section 8.03 shall be deemed to be adequate notice if not responded to in writing by the Seller Representative within 90 days.

8.04	Tax Covenants.
	(a)	[***]
	(b)	[***]
	(c)	[***]
	(d)	[***]
	(e)	[***]
	(f)	Post-Closing Audits.

(i)Purchaser shall notify the Seller Representative in writing within 30 days after receipt by Purchaser, the Company or any Company Subsidiary of any official written inquiry, examination, audit or proceeding (“Audit”) regarding any Tax return or period with respect to which the Sellers may have additional Tax liability. In such an event, the Seller Representative shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Taxable Period that ends on or before the Closing Date to the extent such issue relates to the Sellers additional Tax liability. The Purchaser shall cooperate with the Seller Representative, as reasonably requested by the Seller Representative, in any such Audit.

(ii)The Purchaser shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Tax return other than as described in Section 8.04(f)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided, however, that in the case of any Tax return for a period beginning before the Closing Date, Purchaser shall settle any issue only with the prior consent of the Seller Representative (which consent will not be unreasonably withheld) if such settlement could result in a required indemnification payment by the Seller Parties under Article IX.

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(g)Neither the Purchaser nor any of its Affiliates shall make an election under §338 of the Internal Revenue Code with respect to the transactions contemplated hereby. The Sellers shall have no liability with respect to any Taxes resulting by reason of any election made or deemed to be made by the Purchaser or any of its Affiliates subsequent to the Closing, whether express or implied, under §338 of the Internal Revenue Code.

(h)The Sellers shall be liable for and shall pay in accordance with the applicable Law (and shall indemnify and hold harmless Purchaser and its Affiliates from and against all Damages relating to) all sales, use, stamp, documentary, filing, recording, transfer or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any taxing authority in connection with the transactions contemplated by this Agreement.

8.05Investigation; No Reliance by Purchaser. The Purchaser acknowledges that it and its representatives have undertaken an independent investigation and verification of the business, assets, operations, financial condition and prospects of the Company and the Company Subsidiaries. In connection with such investigation, the Purchaser and its representatives have received from or on behalf of the Sellers and/or the Company and the Company Subsidiaries certain financial estimates, forecasts, plans and financial projections (“Forward-Looking Statements”), and the Purchaser acknowledges that (a) there are uncertainties inherent in making Forward-Looking Statements and (b) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements so furnished to it and its representatives (including the reasonableness of the assumptions underlying Forward-Looking Statements where such assumptions are explicitly disclosed). None of the Seller Parties, the Company nor any other Person will have or be subject to any liability to the Purchaser, or any other Person resulting from the distribution to the Purchaser, or its use of, Forward-Looking Statements.

8.06 Exculpation and Indemnification of Directors and Officers; Insurance.

(a)For a period of [***] years after the Closing Date, the Purchaser shall not permit the Company or any of the Company Subsidiaries to amend, repeal or modify any provision in its Organizational Documents relating to exculpation or indemnification of former officers and directors holding office prior to the Closing Date (unless required by Law), it being the intent of the parties that the officers and directors of the Company and each Company Subsidiary prior to the Closing shall continue to be entitled to such exculpation and indemnification to the greatest extent permitted under the Laws of the jurisdictions of incorporation or organization of the Company and the Company Subsidiaries.

(b)For a period of [***] years after the Closing Date, the Purchaser shall procure or cause to be procured the provision of officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Closing Date covering each Person currently covered by the Company’s directors and officers liability insurance policy on terms with respect to coverage and in amounts not materially less favorable than those of such policy in effect on the date hereof; provided, however, that the Purchaser may fulfill its obligations under this Section 8.06(b) by purchasing an extended reporting period endorsement or “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy in an amount and scope

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at least as favorable to such persons as the Company’s existing coverage for seven years following the Closing Date.

(c)Effective at the Closing, each Person who will continue as a director or officer of the Company or any Company Subsidiary will be covered by the officers and directors liability insurance policy applicable to subsidiaries of UTi Worldwide Inc. as in effect from time to time.

(d)The obligations of the Purchaser under this Section 8.06 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 8.06 applies without the consent of the affected Person (it being expressly agreed that each such Person to whom this Section 8.06 applies shall be a third party beneficiary of this Section 8.06).

8.07Limitation of Representations and Warranties. Except for the representations and warranties set forth in Article IV and Article VI (including the Schedules) or expressly set forth elsewhere in this Agreement or the Transaction Documents or the certificates or instruments delivered hereunder or thereunder, the Company and the Seller Parties are not making any other representations or warranties, written or oral, statutory, express or implied, concerning the Shares, the Company, the Company Subsidiaries or the business, assets or liabilities of the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, and notwithstanding any representations and warranties made by the Company in Article IV or otherwise, the Company makes no representation or warranty to Purchaser with respect to any projections, estimates, plans or budgets delivered to or made available to Purchaser of future revenues, expenses or expenditures or future results of operations or performance of the Company, the Company Subsidiaries or their businesses, or any information or documents (financial or otherwise) from third parties made available to Purchaser or its counsel, accountants or advisers with respect to the Company, the Company Subsidiaries or their businesses. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NONE OF THE COMPANY OR THE SELLER PARTIES HAS MADE, AND THE COMPANY AND THE SELLER PARTIES HEREBY EXPRESSLY DISCLAIM AND NEGATE, AND PURCHASER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO, AND PURCHASER HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE COMPANY AND SELLER PARTIES AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) HERETOFORE FURNISHED TO PURCHASER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY OR SELLER PARTIES, EXCEPT AS STATED IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS OR THE CERTIFICATES OR INSTRUMENTS DELIVERED HEREUNDER OR THEREUNDER. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR SELLER PARTIES ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN ANY CONFIDENTIAL INFORMATION MEMORANDUM OR MANAGEMENT PRESENTATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES.

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8.08Release of Claims. Each of the Seller Parties releases and forever discharges the Company and its officers, directors, shareholders and Affiliates, from any and all actions, causes of action, suits, debts, accounts, claims, contracts, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever, in law or in equity, whether currently known or unknown, suspected or claimed, whether pursuant to contract, statute or otherwise, in each case, arising out of events prior to the Closing, including, without limitation, any claims with respect to the Shares or Stock Options. Notwithstanding the foregoing, nothing in this Section 8.08 shall be deemed to be a waiver or release by any Seller Party who is an employee of the Company of any rights accrued for the reimbursement of properly accrued, unpaid business expenses, under COBRA or under any employee benefit or insurance plan, policy or program of the Company, including workers compensation (other than with respect to the Shares or Stock Options or Stock Option Cancellation Agreements); provided, however, that to their knowledge, such Seller Party has not sustained any injury or illness that would give rise to a workers compensation claim. Nothing herein shall deprive any Seller Party of the right to pursue any remedy or otherwise to assert any claim arising out of this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby.

8.09Withholding Obligations. The Company, the Purchaser and the Seller Representative shall deduct and withhold from any consideration payable pursuant to this Agreement to any Management Option Holder or Other Option Holder such amounts as they are required to deduct and withhold with respect to the making of such payments under the Internal Revenue Code. All amounts that are so withheld shall be paid over to the appropriate taxing authority only by the Company.

8.10Guarantees. Each of the Guarantors, pursuant to the Guarantees, shall irrevocably and unconditionally guarantee the due and punctual payment and fulfillment to and in favor of the Purchaser of all debts, liabilities and obligations, direct or indirect, absolute or contingent, of Columbia Holdings LLC to the Purchaser arising pursuant to, or in respect of, this Agreement, the Transaction Documents and the transactions contemplated hereby or thereby.

ARTICLE IX.

REMEDIES FOR BREACH OF THIS AGREEMENT

9.01Survival. The representations, warranties, covenants, indemnities and obligations contained in this Agreement will be deemed and construed to be continuing representations, warranties, covenants, indemnities and obligations and shall survive the Closing; provided, however, that the representations, warranties, covenants, indemnities and obligations of all parties to this Agreement shall, except as set forth in the remainder of this Section 9.01, expire and be of no further force and effect on the date which is [***] after the Closing Date; provided, further, that (a) the representations, warranties, covenants and indemnities of (x) the Purchaser set forth in Section 5.02 (Authority; Enforceability), (y) the Company set forth in Section 4.01(a) (Organization), Section 4.02 (Enforceability), Section 4.03 (Capitalization of Company and Company Subsidiaries), Section 4.04(a) (Subsidiaries), Section 4.09 (Environmental Compliance), Section 4.14 (Employee Benefits Matters) (except Sections 4.14(h)(iv) and (k)) and Section 4.16 (Taxes) (collectively, “Company Special Representations”) and (z) the Seller Parties set forth in Section 6.01 (Organization and Standing), Section 6.02 (Authority; Authorization; Capacity), Section 6.03 (Enforceability), and Section 6.04 (Ownership of Shares)

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(collectively “Seller Special Representations”) shall survive, in the case of Section 4.01(a) (Organization), Section 4.03 (Capitalization of Company and Company Subsidiaries), Section 6.04 (Ownership of Shares), indefinitely, and in the case of the remaining Company Special Representations and Seller Special Representations, for the applicable statutory limitations period and (b) the other provisions in this Agreement in which a time period is specified shall survive for the period specified therein.

9.02 Indemnification.

(a)Subject to the terms and conditions set forth herein, from and after the Closing, each of the Seller Parties, severally as to itself, himself or herself only and not jointly as to or with any other Seller Party, shall indemnify and hold harmless the Purchaser Indemnitees from and against their respective Allocated Proportionate Share of any Damages which any such Purchaser Indemnitee shall suffer, sustain or become subject to, as a result of or in connection with (i) the breach by the Company of any of the representations and warranties made by the Company in this Agreement or the Transaction Documents or in any certificate delivered by the Company in connection with this Agreement or (ii) the breach by the Company of any of its covenants contained in this Agreement or the Transaction Documents which are to be performed prior to the Closing, (iii) any of the matters set forth in Item 1 of Schedule 9.02(a) (the “Pierce Claim”), (iv) any of the matters set forth in Item 2 of Schedule 9.02(a) (the “Survey Claim”), (v) any of the matters covered by the indemnity in the Owner’s Affidavit and Gap Indemnity, and (vi) the removal, remediation, treatment, transport or other handling of any Hazardous Substances identified as requiring additional investigation or remediation in the “conclusions” section of the Phase II Environmental Assessment Report, prepared by MFG, Inc. for the commercial property located at 110 Marine Drive, Portland, Oregon (the “Portland Environmental Claim”), or the Limited Phase II Environmental Assessment Report, prepared by MFG, Inc. for commercial property located at 3665 West Broadway, Missoula, Montana (the “Montana Environmental Claim” together with the Portland Environmental Claims the “Environmental Indemnity Claims”); provided, however, with respect to the Survey Claim, the Purchaser Indemnitees shall only be indemnified if after receiving a current correct survey of the Portland Owned Real Property revealing defects and then only for those out-of-pocket costs incurred by such Purchaser Indemnitees to rectify those defects and the amount, if any, by which the defects reduce the value of the Portland Owned Real Property below the policy amount of the Portland Title Policy.

(b)Subject to the terms and conditions set forth herein, from and after the Closing, each of the Seller Parties, severally as to itself, himself or herself only and not jointly as to or with any other Seller Party, shall indemnify and hold harmless the Purchaser Indemnitees from and against their respective Allocated Proportionate Share of any Damages which any such Purchaser Indemnitee shall suffer, sustain or become subject to, as a result of or in connection with the breach by such Seller Party of (i) any of the representations and warranties made by such Seller Party in this Agreement or the Transaction Documents, (ii) any of its, his or her covenants contained in this Agreement or the Transaction Documents or (iii) [***].

(c)Subject to the terms and conditions set forth herein, from and after the Closing, the Purchaser and the Company, jointly and severally, shall indemnify and hold harmless the Seller Indemnitees from and against all Damages which any such Seller Indemnitee

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may suffer, sustain or become subject to, as a result of or in connection with (i) the breach by the Purchaser of its representations and warranties or its covenants contained in this Agreement, the Transaction Documents or in any certificate delivered by the Purchaser in connection with this Agreement or (ii) the breach by the Company of any of its covenants contained in this Agreement which are to be performed after the Closing.

9.03 Third Party Claims.

(a)In the event that any Purchaser Indemnitee desires to make a claim against the Seller Parties or any Seller Indemnitee desires to make a claim against the Purchaser or the Company (such Purchaser Indemnitee or Seller Indemnitee an “Indemnified Party”) under Section 9.02 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party for which the Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), such Indemnified Party shall promptly notify in writing (i) in the case of a claim under Section 9.02(a), the Seller Representative, (ii) in the case of a claim under Section 9.02(b), the relevant Seller or (iii) in the case of a claim under Section 9.02(c), the Purchaser (in each case, an “Indemnifying Party”) of such Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto, provided, however, that the failure to so promptly notify shall not relieve the Indemnifying Party(ies) of their obligations hereunder, except to the extent that the Indemnifying Party(ies) are materially prejudiced by such failure. The Indemnifying Party(ies) shall have 30 days after receipt of such notice to notify such Indemnified Party if the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) have elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) elect to assume the defense of such Third Party Claim, such Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) shall be entitled at their own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of their own choosing on behalf of the applicable Indemnified Party. If the Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) fail to notify the Indemnified Party, within 30 days after receipt of notice of a Third Party Claim that the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) have elected to assume the defense of such Third Party Claim, the Indemnified Party shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party(ies), provided, however, that the Indemnified Party may not compromise or settle any Third Party Claim unless at least thirty days’ prior written notice is provided to the Indemnifying Party.

(b)Any compromise, settlement or offer of settlement of any Third Party Claim shall require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Unless such consent is obtained, the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) shall continue the defense of such claim; provided, however, that if any Indemnified Party refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) wish to accept and that involves no payment of

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money by such Indemnified Party, and further involves no limitation on the future operation of the business, assets or property of the Company or any of the Company Subsidiaries, and that releases such Indemnified Party from all liability in connection with such claim, the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party(ies) (and, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties), at the sole cost and expense of such Indemnified Party. In such event, the obligation of the applicable Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) with respect thereto shall not exceed the amount of the offer of settlement that such Indemnified Party refused to accept plus the costs and expenses of such Indemnified Party prior to the date such Indemnifying Party(ies) (or, in the case of a claim under Section 9.02(a), the Seller Representative on behalf of the Seller Parties) notified such Purchaser Indemnitee of the offer of settlement.

(c)If the Indemnifying Party makes any payment on any Third Party Claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim.

9.04	Limitations on Indemnification.
	(a)	Thresholds. Subject to Sections 9.04(b)-(k):

(i)No claim for indemnification under Section 9.02(a)(i) (Company breach of a representation or warranty), Section 9.02(a)(ii) (Company breach of a covenant), Section 9.02(b)(i) (Seller Party breach of representation or warranty) or Section 9.02(b)(ii) (Seller Party breach of a covenant) shall be made by any Purchaser Indemnitee with respect to any breach resulting in an individual item of Damages, or related items of Damages arising out of substantially similar facts and circumstances, unless and until the amount of such Damages suffered by the Company and/or the Purchaser Indemnitee exceeds $[***], at which point a claim can be made for the entire amount of such Damages; and

(ii)No claim for indemnification under Section 9.02(a)(i) (Company breach of a representation or warranty), Section 9.02(a)(ii) (Company breach of a covenant), Section 9.02(b)(i) (Seller Party breach of representation or warranty) or Section 9.02(b)(ii) (Seller Party breach of a covenant) shall be made by any Purchaser Indemnitee unless and until the aggregate amount of all Damages for which Purchaser Indemnitees are otherwise entitled under this Article IX exceeds $[***].

(b)Caps. Subject to Sections 9.04(c)-(k), and except as provided below in this subsection, the aggregate amount of all Damages payable by the Seller Parties with respect to all claims for indemnification shall not exceed the Escrow Amount, and the aggregate amount of all Damages payable by any Seller Party with respect to all claims for indemnification hereunder shall not exceed an amount equal to such Seller Parties’ Allocated Proportionate Share of the Escrow Amount; provided, however, the aggregate amount of all Damages for Survey

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Claims payable by the Seller Parties with respect to all claims for indemnification with respect to the Survey Claim shall not exceed the policy amount of the Portland Title Policy, and the aggregate amount of all Damages for Survey Claims payable by any Seller Party with respect to all claims for indemnification with respect to the Survey Claim shall not exceed an amount equal to such Seller Parties’ Allocated Proportionate Share of the policy amount of the Portland Title Policy.

(c)Company Special Representations. Subject to Sections 9.04(e)-(k), (i) the limits set forth in Sections 9.04(a) and (b) shall not be applicable to Company Special Representations and (ii) subject to the last sentence of Section 9.07 hereof, the maximum amount of Damages payable by the Seller Parties hereunder with respect to Company Special Representations shall not exceed the Aggregate Purchase Price less any amount previously paid or to be paid pursuant to Section 9.02, and the maximum liability of any Seller Party with respect to such Damages shall be the lesser of (x) such Seller Parties’ Allocated Proportionate Share of such Damages and (y) that Seller Party’s Allocated Proportionate Share of the Aggregate Purchase Price, less in each case any amount previously paid or to be paid by such Seller Party pursuant to Section 9.02.

(d)Seller Special Representations. Subject to Sections 9.04(e)-(k), (i) the limits set forth in Sections 9.04(a) and (b) shall not be applicable to Seller Special Representations and (ii) subject to the last sentence of Section 9.07 hereof, the maximum amount of Damages payable by any Seller Party arising from any breach by such Seller of such Seller’s Seller Special Representations, shall be that portion of the Seller Purchase Price received by such Seller Party, less any amount previously paid or to be paid by such Seller Party pursuant to Section 9.02.

(e)Acknowledgment Regarding Seller Representations. The parties acknowledge that the representations and warranties contained in Article VI and the covenants made by each Seller Party in this Agreement are made severally by each Seller Party as to itself, himself or herself only, and any Seller Party who has breached any such representation, warranty or covenant as to itself, himself or herself (but only such Seller) shall be liable with respect to all Damages arising from the breach thereof.

(f)Maximum Seller Party Liability. Subject to the last sentence of Section 9.07 hereof and notwithstanding any provision of this Agreement to the contrary, in no event shall any Seller Party be liable for Damages in an aggregate amount which exceeds that Seller Party’s Allocated Proportionate Share of the Aggregate Purchase Price.

(g)Time Limit. Subject to the last sentence of Section 9.07 hereof, no Person shall be liable for any claim for indemnification hereunder unless written notice of a claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought with respect to any such breach before the applicable Survival Date (in which case such indemnification obligation shall survive the time at which it would otherwise terminate pursuant to this Article IX regardless of when any Damages in respect thereof may actually be incurred). All notices given pursuant hereto shall set forth with reasonable specificity the basis for such claim for indemnification.

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(h)Closing Net Working Capital. Notwithstanding any provision of this Agreement to the contrary, the Purchaser Indemnitees shall not be entitled to indemnification hereunder for any Damages arising from a breach of any representation or warranty of the Company under Article IV hereof, and the amount of any Damages incurred in respect of any such breach shall not be included in the calculation of aggregate Damages subject to the Aggregate Deductible, to the extent that the amount of any liability arising as a result of such breach is taken into account as a current liability, or reserved or accrued, for purposes of determining the Closing Net Working Capital and such amount is included in the calculation of Final Aggregate Purchase Price. Notwithstanding any provision of this Agreement to the contrary, any indemnity to Purchaser arising from a breach of Section 3.04(c)(iii) shall not be subject to the limits set forth in Sections 9.04(a) and (b).

(i)Insurance and Tax Benefits. The amount of any Damages subject to indemnification by the Seller Parties hereunder shall be calculated (i) net of any amounts which are actually received by the Purchaser, the Company or any of their respective subsidiaries (collectively, the “Purchaser Group”) under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside this Agreement and in existence on the date hereof), and (ii) net of any Tax refunds actually realized by the Purchaser Group as a result of the incurrence or payment of any such Damages.

(j)Mitigation. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Damages. In addition, no Purchaser Indemnitee shall be entitled to indemnification hereunder unless Purchaser and its Affiliates shall have used their commercially reasonable efforts to mitigate any Damages relating to the claims for which Purchaser is seeking indemnification, including, but not limited to, efforts to recover under insurance policies, from collateral sources, and from contractual indemnities of any Person which are contained outside this Agreement and in existence on the date hereof; provided, further, as clarification and not as a limitation, the Purchaser covenants and agrees to (i) make or cause to be made claims under insurance policies of the Purchaser Group for Damages with respect to the Pierce Claim and for other claims which it reasonably believes are covered under such insurance policies, (ii) agrees to promptly seek any Tax refunds that may be available as a result and in an effort to mitigate such Damages, (iii) agrees to make claims under contractual indemnities of any Person which are contained outside this Agreement and in existence on the date hereof for Damages which it reasonably believes are covered by such contractual indemnities, and (iv) promptly following the date hereof, apply for acceptance into the Montana Petroleum Tank Release Cleanup Fund with respect to the Montana Environmental Claim. No Purchaser Indemnitee shall be entitled to indemnity for Damages with respect to (i) the Pierce Claim unless and until the Purchaser has been denied in writing recovery of such Damages from the Company’s insurance company defending the Company and/or any Company Subsidiary in such claim; and (ii) the Montana Environmental Claim unless and until the Purchaser uses its commercially reasonable efforts to have the Montana Environmental Claim accepted into the Montana Petroleum Tank Release Cleanup Fund. The reasonable out-of-pocket costs of such efforts shall be considered a part of the Purchaser’s Damages.

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(k)No Special Damages. Notwithstanding anything to the contrary elsewhere in this Agreement, and except as set forth in the last sentence of Section 9.07 hereof, with respect to fraud and willful breach, no party shall, in any event, be liable to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof (provided that such limitation shall not limit the Seller Parties’ right to recover contract damages in connection with Purchaser’s failure to close in violation of this Agreement).

(l)Treatment of Indemnification Payments. Except as set forth in the last sentence of Section 9.07 hereof with respect to fraud and willful breach, any indemnification payments made by the Purchaser, the Company or any of the Seller Parties pursuant to this Article IX shall be treated by all parties as an adjustment to the Aggregate Purchase Price hereunder.

(m)Inspection. Until the release of the Environmental Holdback Funds from the Environmental Holdback Sub-Account, the Seller Representative may, at the expense of the Seller Parties, upon reasonable notice to Purchaser, inspect the Portland, Oregon and Missoula, Montana commercial properties, inspect any and all reports and data related to the Environmental Indemnity Claims, discuss any matter related to any indemnified claim with any environmental professional retained by Purchaser, the Company or any Company Subsidiary, or conduct any environmental assessments or tests reasonably related to any Environmental Indemnity Claim.

(n)Remediation. Prior to incurring any expense or taking any action with respect to the Environmental Claims that involves an expenditure individually more than $[***] or in the aggregate greater than $[***] for which a Purchaser Indemnitee is or may be entitled to indemnity under this Section 9 for Damages, Purchaser will provide prior notice of such proposed action to the Seller Representative, and the Seller Representative will have 5 days thereafter to refer to the Purchaser one or more qualified firms for the Purchaser to consider retaining in connection with such remediation. Notwithstanding the prior sentence, the Purchaser shall not be obligated to select such firms if, in Purchaser’s reasonable judgment, it determines that such firm is not qualified or otherwise the best firm suited for the work.

9.05Escrow. Notwithstanding anything herein to the contrary, but recognizing the duty to mitigate damages under Section 9.04(j) above,

(a)with respect to Company Special Representations and the Seller Special Representations, the Purchaser Indemnitees shall first exhaust the Indemnification Escrow Funds or a breaching Seller Party’s portion of the Indemnification Escrow Funds (based on such Seller Party’s Allocated Proportionate Share thereof), as applicable, before proceeding to make an indemnification claim against the Seller Parties, severally, or such breaching Seller Party, as applicable,

(b)except with respect to Company Special Representations, Seller Special Representations, the Environmental Indemnity Claims, the Pierce Claim and [***] and except as set forth in the last sentence of Section 9.07 hereof, the Purchaser Indemnitees shall have

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recourse only against the undisbursed Indemnification Escrow Funds with respect to any Damages, in accordance with the terms of the Escrow Agreement,

(c)with respect to [***], the Pierce Claim or as set forth in the last sentence of Section 9.07 hereof, the Purchaser Indemnitees shall, in their sole discretion, be entitled to make a claim against the Indemnification Escrow Funds or against the Seller Parties, severally, or breaching Seller Party, as applicable,

(d)with respect to the Environmental Indemnity Claims, the Purchaser Indemnitee shall first exhaust the Environmental Holdback Funds before proceeding to make an indemnification claim against the Indemnification Escrow Funds, then exhaust the Indemnification Escrow Funds, before proceeding to make an indemnification claim against the Seller Parties, severally.

9.06Other Limitations. Notwithstanding any of the foregoing and except as set forth in the last sentence of Section 9.07 hereof, (i) Purchaser shall have no recourse against the Company’s officers, directors or agents other than in their capacities as Seller Parties otherwise entitled to receive distributions from the Escrow Funds under the Escrow Agreement, and (ii) indemnification owing from any Seller Party who is or was an officer or director of the Company shall not be deemed for any purpose to be a claim covered by indemnification owing to such by the Company under any Law, by-law or agreement whatsoever.

9.07Limitation of Remedies. The rights of the parties for indemnification relating to this Agreement or the transactions contemplated hereby shall be strictly limited to those contained in this Article IX and, subject to the last sentence hereof, such indemnification rights shall be the exclusive remedies of the parties subsequent to the Closing Date with respect to any matter in any way relating to this Agreement or arising in connection herewith. To the maximum extent permitted by Law, the Purchaser and the Company hereby waive and shall cause their respective Affiliates to waive all other rights and remedies with respect to any such matter, whether under any Laws (including any right or remedy under CERCLA or any other Environmental, Health and Safety Law), at common law or otherwise. Except as provided by this Article IX, no claim, action or remedy shall be brought or maintained subsequent to the Closing Date by the Purchaser or the Company or their respective Affiliates, successors or permitted assigns against the Seller Parties, and no recourse shall be brought or granted against the Seller Parties, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties or covenants of the Seller Parties set forth or contained in this Agreement; provided, however, that nothing in this Agreement shall be deemed to prevent or restrict the bringing or maintenance of any such claim or action, or the granting of any such remedy, to the extent that the same shall have been the result of fraud or willful breach by any such Person (and in the event of fraud or willful breach, recourse shall only extend to those Persons committing fraud or willful breach).

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ARTICLE X.

MATTERS RELATING TO SELLER REPRESENTATIVE

10.01Appointment of Seller Representative. Each Seller Party does hereby irrevocably appoint Endeavour Capital as its, his or her true and lawful attorney in fact and agent (the “Seller Representative”), with full power of substitution or resubstitution, to act on behalf of such Seller Party with respect to the transfer of the Shares owned by such Seller to the Purchaser and the cancellation of the Stock Options (if any) held by such Seller Party in accordance with the terms and provisions of this Agreement, and to act on behalf of such Seller Party in any litigation or arbitration involving this Agreement (and, if applicable, the Stock Option Cancellation Agreement to which such Seller Party is a party) (other than any litigation or arbitration involving the indemnification obligation of such Seller under Section 9.02(b)), to do or refrain from doing all such further acts and things, and to execute all such documents as the Seller Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power:

(a)to act for such Seller Party with regard to matters pertaining to indemnification referred to in this Agreement (other than any indemnification obligation of such Seller under Section 9.02(b)), including the power to compromise any indemnity claim on behalf of such Seller Party and to transact matters of litigation, and to act for such Seller Party under the Escrow Agreement (other than with respect to indemnification obligations of such Seller under Section 9.02(b));

(b)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;

(c) to receive funds, make payments of funds, and give receipts for funds;

(d)to receive funds for the payment of expenses of such Seller Party and apply such funds in payment for such expenses;

(e)to do or refrain from doing any further act or deed on behalf of such Seller Party that the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Seller Party could do if personally present; and

(f)to receive service of process in connection with any claims under this Agreement.

The appointment of the Seller Representative shall be deemed coupled with an interest and shall be irrevocable, and the Purchaser, the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in all matters referred to herein. Any action taken by the Seller Representative must be in writing and must be signed by the Seller Representative. All notices required to be made or delivered by the Purchaser to the Seller Parties described above in this Section 10.01shall be made to the Seller Representative for the benefit of such Seller Party and shall discharge in full all notice

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requirements of the Purchaser to such Seller Parties with respect thereto. The Seller Representative shall promptly provide the applicable Seller Parties with copies of all such notices. The Seller Parties hereby confirm all that the Seller Representative shall do or cause to be done by virtue of its appointment as the representative of the Seller Parties hereunder. The Seller Representative shall act for the Seller Parties on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Seller Parties and consistent with the obligations of the Seller Parties under this Agreement, and shall consult with the Seller Parties on any material matters to the extent it deems such consultation feasible and appropriate, but the Seller Representative shall not be responsible to any Seller Party for any loss or damages which such Seller Party may suffer by the performance of the Seller Representative’s duties under this Agreement, other than loss or damages arising from willful violation of the Law or gross negligence in the performance of such duties under this Agreement. The Seller Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Seller Representative.

10.02Reliance by Seller Representative. The Seller Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Seller Party, the Purchaser or the Company, or any other evidence reasonably deemed by the Seller Representative to be reliable, and the Seller Representative shall be entitled to act on the advice of counsel selected by it. The Seller Representative shall be fully justified in failing or refusing to take any action under this Agreement unless it shall have received such advice or concurrence of any Seller Party as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the Seller Parties (severally as to each Seller Party only and not jointly as to or with any other Seller Party) according to their respective Allocated Proportionate Shares against any and all liability and expense that the Seller Representative may incur by reason of taking or continuing to take any such action. The Seller Representative shall in all cases be fully protected in acting, or refraining from acting, under this Agreement in accordance with a request of Seller Parties whose aggregate Allocated Proportionate Share exceeds 50%, and such request, and any action taken or failure to act pursuant thereto, shall be binding upon all of the Seller Parties to the extent otherwise permitted hereunder.

10.03Expenses of Seller Representative. The Seller Representative shall be entitled to retain counsel and to incur such expenses (including court costs and reasonable attorneys’ fees and expenses) as the Seller Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Seller Representative shall be borne by the Seller Parties (severally as to each Seller Party only and not jointly as to or with any other Seller Party) according to their respective Allocated Proportionate Shares. In addition to the Seller Representative Administrative Cost Amount, each of the Seller Parties hereby authorizes the Seller Representative to apply proceeds otherwise distributable to such Seller Party pursuant to the Escrow Agreement to satisfy any of such Seller Parties’ obligations under this Section 10.03.

10.04Indemnification. The Seller Parties hereby agree (severally as to each Seller Party only and not jointly as to or with any other Seller Party) to indemnify the Seller Representative (in its capacity as such) ratably according to their respective Allocated Proportionate Shares

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against, and to hold the Seller Representative (in its capacity as such) harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of whatever kind which may at any time be imposed upon, incurred by or asserted against the Seller Representative in such capacity in any way relating to or arising out of the Seller Representative’s action or failure to take action pursuant to this Agreement or the Escrow Agreement or in connection herewith in such capacity; provided, that no Seller Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Seller Representative or any violation by the Seller Representative of its obligations under this Agreement. Each of the Seller Parties hereby authorizes the Seller Representative to apply proceeds otherwise distributable to such Seller Party pursuant to the Escrow Agreement to satisfy any of such Seller Parties’ obligations under this Section 10.04.

10.05Survival. The agreements in this Article X shall survive termination of this Agreement.

ARTICLE XI.

MISCELLANEOUS

11.01Notices. All notices, demands and other communications hereunder shall be in writing or by facsimile, and shall be deemed to have been duly given if delivered personally or by overnight courier or if mailed by certified mail, return receipt requested, postage prepaid, or sent by facsimile or electronic mail, as follows:

[***]

Any such notice shall be effective (a) if delivered personally, when received, (b) if sent by overnight courier, when receipted for, (c) if mailed, five days after being mailed as described above (d) if sent by facsimile, when dispatched or (e) if sent by electronic mail, when dispatched provided that receipt is confirmed electronically.

11.02Entire Agreement. This Agreement, the Transaction Documents and the Confidentiality Agreement dated September 19, 2005 executed by Roger MacFarlane as CEO of UTi Worldwide Inc. (the “Confidentiality Agreement”) constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersede all prior agreements, letters of intent, understandings, negotiations and discussions, both written and oral, among the parties hereto with respect thereto. This Agreement may not be altered or otherwise amended except pursuant to an instrument in writing signed by the parties hereto. The Purchaser agrees to be bound by the provisions of the Confidentiality Agreement to the same extent as UTi Worldwide Inc.

11.03Amendment and Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Seller Representative, the Company and the Purchaser, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that in no event shall

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any amendment to this Agreement that would increase the liability or potential liability of any Seller hereunder or amend the provisions of Article X be effective as against such Seller without the written consent of such Seller to such amendment. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

11.04Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor the obligations of any party hereunder shall be assignable or transferable by such party without the prior written consent of the other parties hereto; provided, however, that (i) the Purchaser and, after the Closing, the Company shall each have the right to assign any of its rights under this Agreement to any of its Affiliates and to any purchaser of a material portion of its assets, so long as such party remains liable for such Affiliate’s or purchaser’s obligations hereunder and (ii) the Purchaser and, after the Closing, the Company may each assign its rights hereunder for collateral security purposes to any lender or lenders (including any agent for any such lender or lenders) providing financing to the Purchaser Group in connection with the transactions contemplated hereby, or to any assignee or assignees of any such lender, lenders or agent.

11.05No Third Party Beneficiary. Except as provided in Section 8.06(b), nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Purchaser, the Purchaser Indemnitees, the Seller Parties, the Seller Indemnitees or their respective successors, heirs, personal representatives or permitted assigns, any rights or remedies under or by reason of this Agreement.

11.06Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.07Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, the parties shall bear their own respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with the preparation, execution and consummation of this Agreement and of the transactions contemplated hereby. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that (i) the Company and the Company Subsidiaries have incurred certain of the costs and expenses of the Seller Parties in connection with this Agreement and the transactions

-50-

contemplated hereby and (ii) such costs and expenses shall be included in the Company Transaction Expenses and shall be taken into account for purposes of determining the Aggregate Purchase Price payable at Closing pursuant to Section 3.03(b) (and shall be paid by the Company or the Company Subsidiaries, or by the Purchaser at Closing pursuant to Section 3.02). Except as provided in the preceding sentence, the Purchaser Group shall not have any liability for any such costs or expenses of the Seller Parties after the Closing. All filing fees in connection with the HSR Act filing shall be the responsibility of the Purchaser.

11.08Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be one and the same instrument.

11.09 Purchaser’s Review.

(a)Purchaser has reviewed and has had access to all documents, records and information which it has desired to review, and has had the opportunity to ask questions, and have received sufficient answers, in connection with its decision to enter into this Agreement, and to consummate the transactions contemplated hereby. Nothing in this Section 11.09(a) or in Section 8.07 shall be deemed to limit the Company’s and the Seller Parties’ representations and warranties set forth in this Agreement, the Transaction Documents or the documents and certificates delivered herewith or thereunder.

(b)Any and all duties and obligations which any party hereto may have to any other party hereto with respect to or in connection with the Shares, this Agreement or the transactions contemplated hereby are limited to those specifically set forth in this Agreement. Neither the duties nor obligations of any party hereto, nor the rights of any party hereto, shall be expanded beyond the terms of this Agreement on the basis of any legal or equitable principle or on any other basis whatsoever.

(c)Nothing in this Section 11.09 shall be deemed to limit the Purchaser’s remedies as provided in the last sentence of Section 9.07 hereof with respect to fraud.

11.10Remedies Cumulative. No remedy made available by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity.

11.11Interpretation. As used in this Agreement, the word “including” means without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Each defined term used in this Agreement shall have a comparable meaning when used in its plural or singular form. Unless the context otherwise requires, references herein: (a) to Articles, Sections (§§), Exhibits and Schedules mean the Articles and Sections (§§) of and the Exhibits and Schedules attached to this Agreement, (b) to an agreement, instrument or document means such agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement and (c) to a statute means such statute as amended from time to time and includes any successor legislation thereto. The headings and captions used

-51-

in this Agreement, in any Schedule or Exhibit hereto, in the table of contents or in any index hereto are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement or any Schedule or Exhibit hereto, and all provisions of this Agreement and the Schedules and Exhibits hereto shall be enforced and construed as if no caption or heading had been used herein or therein. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement (or, in the absence of any ascribed meaning, the meaning customarily ascribed to any such term in the Company’s industry or in general commercial usage). The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to dollars (or the symbol “$”) contained herein shall be deemed to refer to United States dollars.

11.12Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

11.13Alternative Dispute Resolution. Purchaser, Company and the Seller Parties agree to the following as their sole and exclusive means of resolving any disputes arising from or in any way relating to this Agreement, except with regard to disputes regarding the determinations arising under Section 3.04(b), which shall be resolved under the dispute resolution provisions of such sections. For a period of 25 days after notice from either party, the parties shall attempt in good faith to resolve the dispute by direct negotiation. If the parties do not resolve the dispute within such 25-day period, either party may submit the matter to mediation with a professional mediation service selected by the parties. If the parties do not resolve the dispute through mediation within an additional 25-day period, either party may submit the dispute to binding arbitration with a professional arbitration service selected by the parties. If the parties do not otherwise agree on a mediation or arbitration service, such services shall be resolved through the AAA pursuant to its rules and procedures at their office in Portland, Oregon, or such other location as is mutually agreed to by Purchaser and the Seller Representative. The costs of mediation and arbitration, including the fees and expenses of the mediator and arbitrator, shall be paid equally by the parties unless the arbitration award provides otherwise. Each party shall bear the cost of preparing and presenting its case. The parties agree that the arbitrator shall have no power or authority to make any award that provides for punitive or exemplary damages. The arbitrator’s decision shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section 11.13 shall be construed to limit the rights and remedies of (a) Purchaser with respect to a breach by any Seller Party of any provision of the Noncompetition Agreements, (b) any party hereto from compelling specific performance of Section 3.04(b) or to enforce the determinations made pursuant to such Sections, or (c) limiting or preventing a party from seeking to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without the requirement of posting a bond or other security).

-52-

11.14Fulfillment of Obligations. Any obligation of any party to this Agreement to any other party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party.

11.15Independent Counsel. Each Seller Party acknowledges that it has been advised of its rights to have this Agreement reviewed by its own counsel and the Company has afforded such Seller Party sufficient opportunity and time for its own counsel’s review.

SIGNATURES BEGIN ON THE FOLLOWING PAGE

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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written.

PURCHASER:
 

UTi (U.S.) LOGISTICS HOLDINGS INC.

By: /s/ Suellen Rowe                                          
Name: Suellen Rowe
Title: Treasurer

COMPANY:
 

MARKET INDUSTRIES, LTD.
 

By: /s/ P. Brian Fitzgerald                                   
Name: P. Brian Fitzgerald                                    
Title: Chairman and Chief Executive Officer     

SELLERS:
 

ENDEAVOUR CAPITAL FUND III, L.P.

By:     Endeavor Capital, LLC, its General Partner
By:       DVSM, LLC, Managing Member;
 

By: /s/ John von Schlegell                                 
Name: John von Schlegell                                  
Title: Principal                                                      

ENDEAVOUR ASSOCIATES FUND III, L.P.

By:     Endeavor Capital, LLC, its General Partner
By:       DVSM, LLC, Managing Member
 

By: /s/ John von Schlegell                                 
Name: John von Schlegell                                  
Title: Principal                                                      

/s/ P. Brian Fitzgerald                                          
P. BRIAN FITZGERALD

SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT

MANAGEMENT OPTION HOLDERS:

[***]

SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT

* Confidential Treatment Requested

GUARANTORS:

/s/ Peter W. Stott                                                 
Peter W. Stott

PETER W. STOTT QUALIFIED
DISPOSITION TRUST

By:   U.S. Trust Company of Delaware, Trustee

By:/s/ Cathleen McVeigh                                  
Its: Vice President                                               

The undersigned hereby accepts its appointment as the Seller Representative hereunder.

ENDEAVOUR CAPITAL FUND III, L.P.

By:       Endeavor Capital, LLC, its General Partner
By:       DVSM, LLC, Managing Member
 

By: /s/ John von Schlegell                                 
Name: John von Schlegell                                  
Title: Principal                                                      

SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT

COLUMBIA HOLDINGS LLC, a Delaware limited liability company

By:     U.S. Trust Company of Delaware, Trustee of the Peter W. Stott Qualified Disposition Trust, its sole member
 

By:/s/ Cathleen McVeigh                                            
Its: Cathleen McVeigh                                                 
Title: Vice President                                                     

SIGNATURE PAGE FOR THE STOCK PURCHASE AGREEMENT

EXHIBIT A

DEFINED TERMS

Defined Terms. In addition to terms defined elsewhere in this Agreement, the following terms when utilized in this Agreement, unless the context otherwise requires, shall have the meanings indicated, which meanings shall be equally applicable to both the singular and plural forms of such terms:

“2005 Audited Financial Statements” means the audited consolidated balance sheets of the Company and its subsidiaries and the related consolidated statements of income, changes in shareholders’ equity and cash flows, as of and for the year ended December 31, 2005.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

“Allocated Proportionate Share” means for each Seller Party, an amount equal to a fraction (expressed as a percentage carried to four decimal points), the numerator of which is the total pro forma number of shares of Common Stock held or which would have been held by such Seller Party immediately prior to the Closing (including, if applicable to such Seller Party, (a) the shares of Common Stock owned by such Seller as a result of conversion of such Seller’s Series A Preferred Stock and (b) the shares of Common Stock that would have been owned by such Seller Party as a result of the exercise of Stock Options being cancelled pursuant to the Stock Option Cancellation Agreements, including the conversion of Series B Preferred Stock into Common Stock following such exercise), and the denominator of which is the sum of the aggregate number of shares of all of the Seller Parties immediately prior to the Closing (including all of the shares of Common Stock owned by the Sellers as a result of the conversion of all of the Series A Preferred Stock and all of the shares of Common Stock that would have been owned by such Seller Party as a result of the exercise of Stock Options being cancelled pursuant to the Stock Option Cancellation Agreements, including the conversion of Series B Preferred Stock into Common Stock following such exercise).

“Authority” means any federal, state, local or foreign governmental regulatory agency, commission, bureau, authority, court or arbitration tribunal.

“Cash” means the cash and cash equivalents of the Company and the Company Subsidiaries (including marketable securities and short term investments).

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended.

“Closing Net Working Capital” means the amount of the Net Working Capital as of the Closing Date.

“Company Material Adverse Effect” means any change or effect that is materially adverse to the business, results of operations or financial condition of the Company and the Company Subsidiaries (taken as a whole) or on the ability of the Company or the Seller Parties to consummate timely the transactions contemplated hereby; provided, however, that none of the

-1-

following shall be deemed to constitute a Company Material Adverse Effect: (a) any adverse change, event, development, or effect arising from or relating to (i) general business or economic conditions, (ii) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in GAAP, (v) changes in Laws or (vi) the announcement of this Agreement, and (b) any adverse change in or effect on the business of the Company and the Company Subsidiaries that is timely cured by the Company or the Seller Parties in a manner reasonably acceptable to Purchaser.

“Company Subsidiary” means each of Market Transport, Ltd., InTransit, Inc., Triple Express, Inc., Sammons Transportation, Inc., Lake States Trucking, Inc., United Express, Ltd., Market Logistics Services, Ltd., Market Logistics Brokerage, Ltd. and InTransit International, Inc.

“Company Transaction Expenses” means (i) all investment banking fees, commissions and expenses payable or reimbursable to BB&T Capital Markets, a division of Scott & Stringfellow, Inc.; (ii) the legal fees and disbursements payable to Tonkon Torp LLP; and (iii) all other fees and expenses, in each case, incurred or to be incurred by the Company and the Company Subsidiaries (prior to the Closing or in connection with the Closing) and the Seller Parties in connection with the preparation, execution and consummation of this Agreement and the Closing, all to be paid at the Closing.

“Damages” means all damages, dues, penalties, fines, reasonable amounts paid in settlement, Taxes, costs, obligations, losses, expenses, and fees (including court costs and reasonable attorneys’ fees and expenses), including, as the context may require, any of the foregoing which arise out of or in connection with any actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees or rulings.

“Environmental Holdback Amount” shall mean $[***].

“Environmental Holdback Funds” means the Environmental Holdback Amount, together with any interest or other income eared thereon from any investment thereof.

“Environmental Holdback Sub-Account” means a sub-account under the Escrow Agreement established for the purpose of holding the Environmental Holdback Funds.

“Escrow Agent” means the escrow agent under the Escrow Agreement, such escrow agent to be mutually acceptable to the Seller Representative and the Purchaser.

“Escrow Agreement” means an Escrow Agreement in substantially the form attached hereto as Exhibit F but such Escrow Agreement shall include such additional changes as shall be requested by the Escrow Agent with respect to the Escrow Agent’s obligations, liabilities and responsibilities and shall be approved by the Seller Representative and Purchaser (such approval

* Confidential Treatment Requested -2-

to be conclusively established by the execution and delivery thereof by the Seller Representative and Purchaser). The Escrow Agreement shall terminate eighteen months after the Closing Date.

“Escrow Amount” means $[***].

“Escrow Funds” means the funds from time to time available for distribution under the Escrow Agreement, and shall include the Purchase Price True-up Holdback Funds and the Indemnification Escrow Funds.

“Excess Cash” means the amount of Cash of the Company and the Company Subsidiaries (including marketable securities and short term investments) in excess of the amount of outstanding checks which may be included in current liabilities as of the Closing, calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements. For the avoidance of doubt, for purposes of determining Excess Cash hereunder, Excess Cash shall include any funds on deposit or Cash of the Company held on deposit for the purposes of paying all employer payroll-related Taxes attributable to the exercise of the Stock Options and bonuses to be paid to certain managers of the Company in connection with the Closing.

[***]

“GAAP” means accounting principles generally accepted in the United States of America from time to time.

“HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Income Tax” means any federal, state, local or foreign Tax based on, measured by or with respect to income, net worth or capital, including any interest, penalty or addition thereto.

“Indebtedness” as applied to any Person means (without duplication) (a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured; (b) any obligations under interest rate or currency swap agreements; (c) all guaranties and arrangements having the economic effect of a guarantee of or by such Person of any indebtedness of any other Person, (d) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (e) all obligations of such Person upon which interest charges are customarily paid under conditional sale or other title retention agreements relating to property purchased by such Person, (f) all capitalized lease obligations of such Person, (g) all obligations of any other Person secured by any Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (h) all letters of credit issued for the account of such Person; (i) any obligations owed by such Person for all or any part of the deferred purchase price of property or services if the purchase price is due more than 6 months from the date the obligation is incurred or is evidenced by a note or similar written instrument; and (j) all bonuses to be paid to certain managers of the Company in connection with the Closing pursuant to the Unanimous Written Consent of the Compensation Committee of the Company’s Board of Directors dated March 1, 2006.

“Indemnification Escrow Amount” means the amount of $[***].

* Confidential Treatment Requested -3-

“Indemnification Escrow Funds” means the Indemnification Escrow Amount, together with any interest or other income earned thereon from any investment thereof.

“Intercompany Indebtedness” means Indebtedness of the Company or any of the Company Subsidiaries with respect to which the obligee is any of the Company and the Company Subsidiaries.

“Key Managers” means [***].

“Knowledge” means the actual knowledge, after reasonable investigation, of [***].

“Law” means any law, statute, rule or regulation, and any judgment or order of any Authority.

“Leased Real Property” means all leasehold or subleasehold estates and other leasehold rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any Company Subsidiary pursuant to a Lease.

“Leases” shall mean all written leases, subleases, licenses, concessions and other agreements pursuant to which the Company or any Company Subsidiary has a leasehold interest in any real property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company (or any Company Subsidiary, as applicable) thereunder.

“Lien” means any mortgage, lien, pledge, charge, encumbrance or other security interest.

“Montana Environmental Holdback Sub-Account” means a sub-account under the Environmental Holdback Sub-Account under the Escrow Agreement established for the purpose of holding $[***] of the Environmental Holdback Funds for the Montana Environmental Claim.

“Net Operating Loss” means with respect to federal, state and local taxes, the excess of (i) the net operating loss, if any, occurring in the Tax year ending with the Closing Date over (ii) the net operating loss, if any, that would have resulted for such Tax year [***].

“Net Working Capital” means the excess of (a) all current assets of the Company and the Company Subsidiaries, other than Cash over (b) all current liabilities of the Company and the Company Subsidiaries, other than (i) accrued interest expense to the extent paid at Closing, (ii) the current portion of Indebtedness to the extent paid at Closing, and (iii) payables arising from the Company Transaction Expenses, all determined on a consolidated basis in accordance with GAAP applied consistently with the principles applied in the preparation of the Reference Balance Sheet. For the avoidance of doubt, for purposes of determining Net Working Capital hereunder, current liabilities of the Company and the Company Subsidiaries shall include any and all federal, state and local employer payroll-related Taxes, employer 401(k) contributions, FICA, Medicare or other employer liabilities, obligations or payments attributable to the transactions contemplated by the Stock Option Cancellation Agreements, the bonuses to be paid to certain managers of the Company in connection with the Closing and other related compensation.

* Confidential Treatment Requested -4-

“Net Working Capital Adjustment” means (a) if the amount of the Closing Net Working Capital is less than the Net Working Capital Target, a reduction to the Aggregate Purchase Price in an amount equal to the difference between the Closing Net Working Capital and the Net Working Capital Target; and (b) if the amount of the Closing Net Working Capital is greater than the Net Working Capital Target, an increase to the Aggregate Purchase Price calculated as follows: (x) if such excess is less than or equal to $[***], then the amount of such increase shall equal zero ($0) and (y) if such excess is more than $[***], then the amount of such increase shall equal the amount by which the excess exceeds $[***].

“Net Working Capital Target” means the amount of $[***].

“Option Holders” means the Management Option Holders and the Other Option Holders.

“Organizational Documents” means (a) the articles or certificate of incorporation and the bylaws of a corporation, (b) the certificate of formation or articles of organization and the operating agreement of a limited liability company, (c) the partnership agreement and any statement of partnership of a general partnership, (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership, (e) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person and (f) any amendment to or restatement of any of the foregoing.

“Owned Real Property” shall mean all real property and, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests including, air, oil, gas, mineral and water rights appurtenant thereto, owned by the Company or any Company Subsidiary.

“Permitted Encumbrances” shall mean (i) all exceptions to title to the Owned Real Property listed in the Oregon Proforma Title Policy or the Title Policies for the other Owned Real Property listed on Schedule 4.11(a); (ii) Liens for Taxes, assessments, both general and special, and other governmental charges which are not yet due and payable; (iii) all building codes, zoning ordinances, planning restrictions and other laws, ordinances, regulations, rules, orders or determinations of any federal, state, county, municipal or other governmental authority heretofore, now or hereafter enacted, made or issued by any such authority affecting the property; and (iv) all existing public and private roads and streets (whether dedicated or undedicated).

“Person” means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint-stock company, joint venture, trust or government, or any agency or political subdivision of any government.

“Portland Environmental Holdback Sub-Account” means a sub-account under the Environmental Holdback Sub-Account under the Escrow Agreement established for the purpose of holding $[***] of the Environmental Holdback Funds for the Portland Environmental Claim.

“Pre-Closing Tax Period” means (i) any Taxable Period ending on or before the Closing Date and (ii) with respect to the period to and including the Closing Date for a Taxable Period beginning before and ending after the Closing Date.

* Confidential Treatment Requested -5-

“Pro Rata Share” means for each Seller, an amount equal to a fraction (expressed as a percentage carried to four decimal points), the numerator of which is the total number of shares of Common Stock held by such Seller immediately prior to the Closing (including, if applicable to such Seller, the shares of Common Stock owned by such Seller as a result of conversion of such Seller’s Series A Preferred Stock), and the denominator of which is the sum of the aggregate number of shares of Common Stock owned by all of the Sellers immediately prior to the Closing (including all of the shares of Common Stock owned by the Sellers as a result of the conversion of all of the Series A Preferred Stock).

“Purchase Price True-Up Holdback Amount” means the amount of $[***].

“Purchase Price True-Up Holdback Funds” means the Purchase Price True-Up Holdback Amount, together with any interest or other income earned thereon from any investment thereof.

“Purchase Price True-Up Holdback Sub-Account” means a sub-account under the Escrow Agreement established by the Seller Representative for the purpose of holding the Purchase Price True-Up Holdback Funds.

“Purchaser Indemnitee(s)” means the Purchaser and, following the Closing, the Company and the Company Subsidiaries and their directors, officers, partners, employees, Affiliates, controlling persons, agents and representatives, and successors and assigns, as the case may be; provided, that no director, officer or employee of the Purchaser or any of its Affiliates following the Closing who is also a Seller hereunder shall be deemed to be a Purchaser Indemnitee in his capacity as a Seller hereunder.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Act of 1934, as amended.

“Seller Indemnitee(s)” means the Seller Parties and their respective directors, officers, employees, partners, Affiliates (other than the Company or any of the Company Subsidiaries after the Closing), controlling persons, agents and representatives, and successors and assigns, as the case may be; provided, that no director, officer or employee of the Purchaser or any of its Affiliates following the Closing who is also a Seller hereunder shall be deemed to be a Seller Indemnitee in his capacity as a director, officer or employee of the Purchaser or any of its Affiliates following the Closing.

“ Seller Representative Administrative Cost Amount” means [***] to be placed in a separate account established pursuant to a seller representative agreement for the purpose of covering certain costs and expenses of the Seller Representative described in Section 10.3.

“Stock Options” means the outstanding options to purchase shares of the Company’s Common Stock and Series B Preferred Stock.

“Survival Date” shall mean the date (if any) on which the representations, warranties, covenants and agreements of the parties set forth in this Agreement expire as specified in Section 9.01 of this Agreement.

* Confidential Treatment Requested -6-

“Taxable Period” means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

“Transaction Documents” means the Stock Option Cancellation Agreements, the Escrow Agreement and the Noncompetition Agreements

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EX-10

EXECUTION COPY

CREDIT AGREEMENT

dated as of March 7, 2006

among

UTi (U.S.) LOGISTICS HOLDINGS INC.,

as the Borrower and a Loan Party

UTi WORLDWIDE INC. and UTi (NETHERLANDS) HOLDINGS B.V.,

as Loan Parties

THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

and

LASALLE BANK NATIONAL ASSOCIATION,

as Administrative Agent

LASALLE BANK NATIONAL ASSOCIATION,

as Arranger

SECTION 1	DEFINITIONS			1
	1.1	Definitions		1
	1.2	Other Interpretive Provisions		15
SECTION 2	COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES			16
	2.1	Commitments		16
	2.2	Loan Procedures		16
		2.2.1	Various Types of Loans	16
		2.2.2	Borrowing Procedures	16
		2.2.3	Conversion and Continuation Procedures	17
	2.3	Reliance on Notices		18
	2.4	Commitments Several		18
	2.5	Certain Conditions		18
SECTION 3	EVIDENCING OF LOANS			18
	3.1	Notes		18
	3.2	Recordkeeping		18
SECTION 4	INTEREST			18
	4.1	Interest Rates		18
	4.2	Interest Payment Dates		19
	4.3	Setting and Notice of LIBOR Rates		19
	4.4	Computation of Interest		19
SECTION 5	FEES			19
SECTION 6	PREPAYMENTS			19
	6.1	Prepayments		19
		6.1.1	Voluntary Prepayments	19
		6.1.2	Mandatory Prepayments	19
	6.2	Manner of Prepayments		20
	6.3	Repayments		20
SECTION 7	MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES			20
	7.1	Making of Payments		20
	7.2	Application of Certain Payments		21
	7.3	Due Date Extension		21
	7.4	Setoff		21
	7.5	Proration of Payments		21
	7.6	Taxes		22
SECTION 8	INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS			24
	8.1	Increased Costs		24
	8.2	Basis for Determining Interest Rate Inadequate or Unfair		25
	8.3	Changes in Law Rendering LIBOR Loans Unlawful		25
	8.4	Funding Losses		25
	8.5	Right of Lenders to Fund through Other Offices		26
	8.6	Discretion of Lenders as to Manner of Funding		26
	8.7	Mitigation of Circumstances; Replacement of Lenders		26
	8.8	Conclusiveness of Statements; Survival of Provisions		27

i

SECTION 9	GUARANTEES			27
	9.1	Guarantee		27
	9.2	Fraudulent Transfer		27
	9.3	Release of Subrogation, Reimbursement, Contribution, Etc.		28
	9.4	Application of Payments		28
	9.5	Continuing Guaranty		28
	9.6	No modification		29
	9.7	Immediate recourse		29
	9.8	Waivers		29
	9.9	Set-off		30
	9.10	Repayment Claim		30
	9.11	Prior Right		31
	9.12	No Release or Discharge		31
	9.13	Independent Obligation		31
	9.14	Information		31
SECTION 10	REPRESENTATIONS AND WARRANTIES			31
	10.1	Organization		31
	10.2	Authorization; No Conflict		32
	10.3	Validity and Binding Nature		32
	10.4	Financial Condition		32
	10.5	No Material Adverse Change		33
	10.6	Litigation and Contingent Liabilities		33
	10.7	Properties; Liens		33
	10.8	Equity Ownership; Subsidiaries		33
	10.9	Pension Plans		33
	10.10	Investment Company Act		34
	10.11	Public Utility Holding Company Act		34
	10.12	Regulations T, U and X		34
	10.13	Taxes		34
	10.14	Solvency, etc.		35
	10.15	Environmental Matters		35
	10.16	Insurance		36
	10.17	Information		36
	10.18	Intellectual Property		36
	10.19	Burdensome Obligations		36
	10.20	Labor Matters		36
	10.21	No Default		37
	10.22	Related Agreements, etc.		37
	10.23	Other Debt		37
	10.24	Accounting		38
	10.25	Dormant Subsidiary		38
	10.26	CASS Reserve		38
	10.27	Times for Making Representations and Warranties		38
SECTION 11	AFFIRMATIVE COVENANTS			38
	11.1	Reports, Certificates and Other Information		38
		11.1.1	Annual Report	38
		11.1.2	Interim Reports	39

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		11.1.3	Compliance Certificates	39
		11.1.4	Reports to the SEC and to Shareholders	39
		11.1.5	Notice of Default, Litigation; Erisa Matters and Intercompany Debt	39
		11.1.6	Management Reports	40
		11.1.7	Subordinated Debt and Related Transactions Notices	40
		11.1.8	Other Information	40
	11.2	Books, Records and Inspections		40
	11.3	Maintenance of Property; Insurance		41
	11.4	Compliance With Laws; Payment of Taxes and Liabilities and Cass Obligations		41
	11.5	Maintenance of Existence, etc.		42
	11.6	Use of Proceeds		42
	11.7	Employee Benefit Plans		42
	11.8	Environmental Matters		43
	11.9	Further Assurances; Equity Information		43
	11.10	Additional Collateral, New Subsidiaries		43
	11.11	Post-closing Matters		44
SECTION 12	NEGATIVE COVENANTS			45
	12.1	Debt		45
	12.2	Liens		46
	12.3	Operating Leases		47
	12.4	Restricted Payments		47
	12.5	Mergers, Consolidations, Sales		48
	12.6	Modification of Organizational Documents		48
	12.7	Transactions with Affiliates		48
	12.8	Unconditional Purchase Obligations		48
	12.9	Inconsistent Agreements		48
	12.10	Business Activities; Issuance of Equity		49
	12.11	Investments		49
	12.12	Restriction of Amendments to Certain Documents		50
	12.13	Fiscal Year		50
	12.14	Financial Covenants		50
		12.14.1	Net Worth	50
		12.14.2	Interest Coverage Ratio	50
		12.14.3	Total Debt to EBITDA Ratio	50
	12.15	Cancellation of Debt		50
	12.16	Creation of Subsidiaries		50
	12.17	Guarantees		50
	12.18	Asset Dispositions		51
	12.19	Double Negative Pledge		51
SECTION 13	EFFECTIVENESS; CONDITIONS OF LENDING, ETC.			51
	13.1	Initial Credit Extension		51
		13.1.1	Notes	51
		13.1.2	Authorization Documents	51
		13.1.3	Consents, etc.	52
		13.1.4	Letter of Direction	52

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		13.1.5	Loan Documents	52
		13.1.6	Opinions of Counsel	53
		13.1.7	Insurance	53
		13.1.8	Copies of Documents	53
		13.1.9	Payment of Fees	53
		13.1.10	Solvency Certificate	53
		13.1.11	Projections	53
		13.1.12	Environmental Reports	53
		13.1.13	Search Results; Lien Terminations	53
		13.1.14	Filings, Registrations and Recordings	54
		13.1.15	Closing Certificate, Consents and Permits	54
		13.1.16	Financial Statements	54
		13.1.17	Private Placement; Revolving Credit Facility	54
		13.1.18	Material Adverse Change	55
		13.1.19	Due Diligence	55
		13.1.20	Approvals	55
		13.1.21	Capitalization	55
		13.1.22	Pro Forma	55
		13.1.23	Structure Chart	55
		13.1.24	Other	55
	13.2	Conditions		55
SECTION 14	EVENTS OF DEFAULT AND THEIR EFFECT			56
	14.1	Events of Default		56
	14.2	Non-Payment of the Term Loans, etc		56
		14.2.1	Non-Payment of Other Debt	56
		14.2.2	Other Material Obligations	56
		14.2.3	Bankruptcy, Insolvency, etc.	56
		14.2.4	Non-Compliance with Loan Documents	57
		14.2.5	Representations; Warranties	57
		14.2.6	Pension Plans and Multiemployer Pension Plans	57
		14.2.7	Judgments	57
		14.2.8	Invalidity of Collateral Documents, Etc.	57
		14.2.9	Invalidity of Subordination Provisions, Etc.	57
		14.2.10	Change of Control	58
		14.2.11	Material Adverse Effect	58
	14.3	Effect of Event of Default		58
SECTION 15	THE AGENT			58
	15.1	Appointment and Authorization		58
	15.2	Delegation of Duties		58
	15.3	Exculpation of Administrative Agent		58
	15.4	Reliance by Administrative Agent		59
	15.5	Notice of Default		59
	15.6	Credit Decision		60
	15.7	Indemnification		60
	15.8	Administrative Agent in Individual Capacity		61
	15.9	Administrative Agent May File Proofs of Claim		62
	15.10	Other Agents; Arrangers and Managers		62

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	15.11	Administrative Agent May File Proofs of Claim		62
	15.12	Other Agents; Arrangers and Managers		62
SECTION 16	GENERAL			63
	16.1	Waiver; Amendments		63
	16.2	Confirmations		63
	16.3	Notices		63
	16.4	Computations		64
	16.5	Costs, Expenses and Taxes		64
	16.6	Assignments; Participations		64
		16.6.1	Assignments	64
		16.6.2	Participations	65
	16.7	Register		66
	16.8	Governing Law		66
	16.9	Confidentiality		66
	16.10	Reserved		67
	16.11	Severability		67
	16.12	Nature of Remedies		67
	16.13	Entire Agreement		67
	16.14	Counterparts		67
	16.15	Successors and Assigns		67
	16.16	Captions		68
	16.17	Customer Identification - USA Patriot Act Notice		68
	16.18	INDEMNIFICATION BY THE LOAN PARTIES		68
	16.19	Nonliability of Lenders		69
	16.20	Appointment of New York Process Agent		69
	16.21	FORUM SELECTION AND CONSENT TO JURISDICTION		70
	16.22	WAIVER OF JURY TRIAL		70
	16.23	Complete Agreement		71
	16.24	OREGON LAW		71

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ANNEXES

ANNEX A	Lenders and Pro Rata Shares
ANNEX B	Addresses for Notices

SCHEDULES

SCHEDULE 1.1	Mandate Letter
SCHEDULE 6.1.2(b)	Permitted Issuances of Capital Securities
SCHEDULE 10.6	Litigation and Contingent Liabilities
SCHEDULE 10.8	Subsidiaries
SCHEDULE 10.16	Insurance
SCHEDULE 10.20	Collective Bargaining Agreements
SCHEDULE 12.1	Existing Debt
SCHEDULE 12.2	Existing Liens
SCHEDULE 12.10	Issuances of Equity to Loan Parties and Subsidiaries
SCHEDULE 12.11(e)	Investments
SCHEDULE 12.11(f)	Project GOH Investment
SCHEDULE 12.17	Existing Guarantees
SCHEDULE 13.1.1	Debt to be Repaid
SCHEDULE 16.10	Exclusivity Exceptions

EXHIBITS

EXHIBIT A	Form of Note (Section 3.1)
EXHIBIT B	Form of Compliance Certificate (Section 11.1.3)
EXHIBIT C	Form of Assignment Agreement (Section 16.6.1)
EXHIBIT D	Form of Notice of Borrowing (Section 2.2.2)
EXHIBIT E	Form of Notice of Conversion/Continuation (Section 2.2.3)
EXHIBIT F	Form of Joinder Agreement (Section 11.10)

vi

CREDIT AGREEMENT

THIS CREDIT AGREEMENT dated as of March 7, 2006 (this “Agreement”) is entered into among UTi WORLDWIDE INC., an international business company incorporated in the British Virgin Islands (“Worldwide”), UTi (NETHERLANDS) HOLDINGS B.V., a Netherlands company (“Holdings”), and UTi (U.S.) LOGISTICS HOLDINGS INC., a Delaware corporation (the “Borrower” and together with Worldwide, Holdings and those Target Group Companies (as defined below) and other Subsidiaries (as defined below) that may hereafter become parties hereto in accordance with Section 11.10 being, collectively, the “Loan Parties” and each, individually, a “Loan Party”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders.

The Lenders have agreed to make available to the Borrower term loans upon the terms and conditions set forth herein.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Section 1 Definitions.

1.1Definitions. When used herein the following terms shall have the following meanings:

ABN AMRO means ABN AMRO Bank N.V.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).

Administrative Agent means LaSalle in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.

Affected Loan - see Section 8.3.

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person

whether by contract or otherwise. Unless expressly stated otherwise herein, neither the Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party.

Agent Fee Letter means the fee letter dated as of March 7, 2006 between Worldwide, Holdings, the Borrower and the Administrative Agent.

Aggregate Purchase Price - see Section 2.01 of the Stock Purchase Agreement.

Agreement - see the Preamble.

Asset Disposition means the sale, grant, lease, conveyance, assignment, transfer or other disposition for value (each, a “Disposition”) by any UTi Group Company to any Person (other than any other UTi Group Company) of any asset or right of such UTi Group Company (including, the loss, destruction or damage of any thereof or any actual or threatened (in writing to any UTi Group Company) condemnation, confiscation, requisition, seizure or taking thereof) other than (a) (i) the Disposition of any asset which is to be replaced or traded in, and is in fact replaced or traded in, within 120 days with another asset performing the same or a similar function and is comparable or superior as to type, value and quality, (ii) the sale or lease of inventory in the ordinary course of business, (iii) the Disposition of any asset for cash of obsolete, worn out or redundant vehicles, plant or equipment on arm’s length terms and (iv) the Disposition of any asset for cash where the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration for any other disposal not allowed under the preceding clauses) does not exceed $5,000,000.00 in any Fiscal Year and (b) will not have a material adverse effect on the business or financial condition of any UTi Group Company or any Loan Party’s ability to perform its obligations under any Loan Document.

Assignee - see Section 16.6.1.

Assignment Agreement - see Section 16.6.1.

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses.

Bank Product Agreements means those certain cash management service agreements entered into from time to time between any Loan Party and a Lender or its Affiliates in connection with any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to any Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to the Administrative Agent or any Lender as a result of the Administrative Agent or such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

Bank Products means any service or facility extended to any Loan Party by any Lender or its Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d)

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purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedging Agreements.

Base Rate means at any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the Prime Rate.

Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Borrower - see the Preamble.

BSA - see Section 11.4.

Business Day means any day on which LaSalle is open for commercial banking business in Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder and (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by the Administrative Agent.

CASS means Cargo Network Services Corporation.

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CASS Agreement means that certain Cargo Agency and Authorized Intermediary Agreement, dated November 24, 1998 between CASS and Union Transport Corporation.

Change of Control means the occurrence of any of the following events: (a) Worldwide shall cease to own and control, directly or indirectly, 100% of each class of the outstanding Capital Securities of Holdings; (b) Holdings shall cease to own and control, directly or indirectly, 100% of each class of the outstanding Capital Securities of the Borrower; (c) after the Target Acquisition, the Borrower shall cease to own and control, directly or indirectly, 100% of each class of the outstanding Capital Securities of any Target Group Company; (d) at any time after the Target Acquisition, any Target Group Company shall cease to own and control, directly or indirectly, 100% of each class of the outstanding Capital Securities of any of its Subsidiaries; (e) any Person or group of Persons acting in concert gains control of Worldwide; (f) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Worldwide (or other securities convertible into such Voting Stock) representing 25% or more of the combined voting power of all Voting Stock of Worldwide; (g) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, the power to exercise, directly or indirectly, a controlling influence over the management or policies of Worldwide or control over Voting Stock of Worldwide (or other securities convertible to such Voting Stock) representing 25% or more of the combined voting power of all Voting Stock of Worldwide; or (h) any other Subsidiary not otherwise referred to above shall cease to be owned or controlled by the shareholder(s) or other equity owner(s) that own and control it on the date of this Agreement or, in the case of a Subsidiary created or acquired after the date of this Agreement, on the date of such creation or acquisition, in the proportion owned or controlled on the date of this Agreement or such date of creation or acquisition, as the case may be . As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

Closing Date - see Section 13.1.

Code means the Internal Revenue Code of 1986.

Collateral is defined in the Pledge Agreement.

Collateral Documents means, collectively, the Pledge Agreement, each Perfection Certificate and any other agreement or instrument pursuant to which any Loan Party or any other Person grants or purports to grant collateral to the Administrative Agent for the benefit of the Lenders or otherwise relates to such collateral.

Commitment means, as to any Lender, such Lender’s commitment to make Term Loans under this Agreement. The initial amount of each Lender’s commitment to make Term Loans is set forth on Annex A.

Compliance Certificate means a Compliance Certificate in substantially the form of Exhibit B.

4

Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

Consolidated Net Income means, with respect to the UTi Group Companies, on a consolidated basis, for any period, the net income (or loss) of the UTi Group Companies for such period, excluding any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations.

Contingent Liability means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be calculated in accordance with GAAP; provided that in the event that GAAP does not address the calculation of such Contingent Liability, it shall be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

Controlled Group means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with any UTi Group Company, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

Debt of any Person means, without duplication, (a) all indebtedness of such Person, (b) all borrowed money of such Person, whether or not evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business); provided that in the case of earnouts, such obligations shall be to the extent finally determined, (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such

5

Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (f) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person, (g) all Hedging Obligations of such Person, (h) all Contingent Liabilities of such Person, (i) all Debt of any partnership of which such Person is a general partner and (j) any Capital Securities or other equity instrument, whether or not mandatorily redeemable, that under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.

Debt to be Repaid means Debt listed on Schedule 13.1.1.

Dollar and the sign “$” mean lawful money of the United States of America.

EBITDA means, for any period, Consolidated Net Income for such period plus, to the extent deducted in determining such Consolidated Net Income, Interest Expense, income tax expense, depreciation and amortization for such period.

Environmental Claims means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 14.1.

Excluded Taxes means taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a branch of the Lender’s or Administrative Agent’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes), but only to the extent such taxes are imposed by a taxing authority (a) in a jurisdiction in which such Lender or Administrative Agent is organized, (b) in a jurisdiction which the Lender’s or Administrative Agent’s principal office is located, or (c) in a jurisdiction in which such Lender’s or Administrative Agent’s lending office (or branch) in respect of which payments under this Agreement are made is located.

Federal Funds Rate means, for any day, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,

6

the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent. The Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

Fiscal Year means the fiscal year of the UTi Group Companies, which period shall be the 12-month period ending on January 31 of each year with respect to Worldwide and each Subsidiary; provided, however, that with respect to references to the Fiscal Year of the Target Group Companies prior to the acquisition thereof by Borrower, such reference shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2003”) refer to the Fiscal Year ending on January 31 of such calendar year.

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

GAAP means generally accepted accounting principles (a) with respect to consolidated financial statements, set forth from time to time in the opinions and pronouncements of the United States Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination and (b) otherwise, in the jurisdiction according to which the relevant Person prepares its financial statements.

Group - see Section 2.2.1.

Guaranteed Debt - see Section 9.1.

Guarantor means each Loan Party other than the Borrower.

Hazardous Substances means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutants or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

Hedging Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

7

Hedging Obligation means, with respect to any Person, any liability of such Person under any Hedging Agreement. The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.

Holdings - see the Preamble.

Indemnified Liabilities - see Section 16.16.

Interest Coverage Ratio means, for any Computation Period, the ratio of (a) EBITDA for such Computation Period to (b) Interest Expense for such Computation Period.

Interest Expense means for any period the consolidated interest expense of the UTi Group Companies for such period (including all imputed interest on Capital Leases).

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Term Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two or three months (or such other shorter period as the Borrower and the Lenders agree) thereafter as selected by the Borrower pursuant to Section 2.2.2 or 2.2.3, as the case may be; provided that:

(a)if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b)any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period.

Investment means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person or by merger, consolidation or other combination.

Joinder Agreement means the Joinder Agreement substantially in the form of Exhibit F dated as of March 7, 2006 among Target, Market Transport, Ltd., InTransit, Inc., Triple Express, Inc., United Express, Ltd., Market Logistics Services, Ltd., Market Logistics Brokerage Ltd., Sammons Transportation, Inc., Lake States Trucking, Inc. and the Administrative Agent, together with any other joinder agreement executed by a UTi Group Company, in each case in form and substance satisfactory to the Administrative Agent.

LaSalle - see the Preamble.

Lender - see the Preamble. For the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this

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Agreement and the Collateral Documents, the term “Lender” shall include Affiliates of a Lender providing a Bank Product.

Lender Party - see Section 16.17.

LIBOR Loan means any Term Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Margin means, for any day, a rate per annum of 1.25%.

LIBOR Office means with respect to any Lender the office or offices of such Lender which shall be making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.

LIBOR Rate means a rate of interest equal to (a) the per annum rate of interest at which Dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period (or three (3) Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore Dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the LIBOR Rate is otherwise determined by the Administrative Agent in its sole and absolute discretion, divided by (b) a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period. The Administrative Agent’s determination of the LIBOR Rate shall be conclusive, absent manifest error.

Lien means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise or any other arrangement having the effect of conferring security.

Loan Documents means this Agreement, the Notes, the Agent Fee Letter, the Collateral Documents, any Joinder Agreement, the Subordination Agreement and all documents, instruments and agreements delivered in connection with the foregoing and any other document, instrument or agreement designated as a Loan Document by the Administrative Agent and any Loan Party party thereto.

Loan Party – see the Preamble.

Mandate Letter - see Schedule 1.1.

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Margin Stock means any “margin stock” as defined in Regulation T, Regulation U and Regulation X.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the UTi Group Companies taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of the Obligations under any Loan Document or (c) a material adverse effect upon any substantial portion of the collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any UTi Group Company or any other member of the Controlled Group may have any liability.

Net Cash Proceeds means:

(a) with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any UTi Group Company pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by such UTi Group Company to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Term Loans);

(b) with respect to any issuance of Capital Securities, the aggregate cash proceeds received by Worldwide pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriters’ commissions); and

(c) with respect to any issuance of Debt, the aggregate cash proceeds received by any UTi Group Company pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees).

Net Worth means, as of any date, the sum of the capital stock and additional paid-in capital plus retained earnings (or minus accumulated deficit) calculated in conformity with GAAP.

Non-U.S. Participant - see Section 7.6(d).

Note means a promissory note substantially in the form of Exhibit A.

Notice of Borrowing - see Section 2.2.2.

Notice of Conversion/Continuation - see Section 2.2.3(b).

Obligations means all obligations and liabilities (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan

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Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of surety bonds, all Hedging Obligations permitted hereunder which are owed to any Lender, and all Bank Products Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC - see Section 11.4.

Operating Lease means any lease of (or other agreement conveying the right to use) any real or personal property by any UTi Group Company, as lessee, other than any Capital Lease.

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Participant - see Section 16.6.2.

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which any UTi Group Company or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permitted Lien means a Lien expressly permitted hereunder pursuant to Section 12.2.

Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Pledge Agreement means the Pledge Agreement dated as of the date hereof between the Borrower and the Administrative Agent, together with any other pledge agreement executed by a UTi Group Company, in each case in form and substance satisfactory to the Administrative Agent.

Prime Rate means, for any day, the rate of interest in effect for such day as publicly announced from time to time by LaSalle as its prime rate (whether or not such rate is actually charged by LaSalle), which is not intended to be LaSalle’s lowest or most favorable rate of interest at any one time. Any change in the Prime Rate announced by LaSalle shall take effect at the opening of business on the day specified in the public announcement of such change; provided that LaSalle shall not be obligated to give notice of any change in the Prime Rate.

Private Placement - see Schedule 16.10.

Pro Forma Basis means, with respect to compliance with any test or covenant hereunder, compliance with such covenant or test after giving effect to any proposed Acquisition (including pro forma adjustments arising out of events which are directly attributable to the proposed Acquisition, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, and as interpreted by the Staff of the SEC using, for purposes of determining such

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compliance, the historical financial statements of all entities or assets so acquired or to be acquired and the consolidated financial statements of the UTi Group Companies which shall be reformulated as if such Acquisition and any other Acquisitions permitted pursuant to Section 12.11 that have been consummated during the relevant period, and any Debt or other liabilities incurred in connection with any such Acquisitions had been consummated or incurred, respectively, at the beginning of such period and assuming that such Debt bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Term Loans during such period) or dividend or distribution, as the case may be.

Pro Forma Compliance means, at any date of determination, that the UTi Group Companies on a consolidated basis shall be in pro forma compliance with the covenant to be tested on such date of determination as of the last day of the most recently ended Fiscal Quarter (computed on the basis of (a) balance sheet amounts as of the most recently ended Fiscal Quarter and (b) income statement amounts for the most recently completed period of four consecutive Fiscal Quarters, in each case, for which financial statements shall have been delivered to the Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

Pro Rata Share means:

(a) with respect to a Lender’s obligation to make a Term Loan and receive payments of interest, fees, and principal with respect thereto, (x) prior to the making of the Term Loans, the percentage obtained by dividing (i) such Lender’s Term Loan Commitment, by (ii) the aggregate amount of all Lenders’ Term Loan Commitments, and (y) from and after the making of the Term Loans, the percentage obtained by dividing (i) the principal amount of such Lender’s Term Loan by (ii) the principal amount of all Term Loans of all Lenders; and

(b) with respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Term Loan Commitment, by (ii) the aggregate amount of the Term Loan Commitment of all Lenders; provided that in the event the Commitments have been terminated or reduced to zero, Pro Rata Share shall be the percentage obtained by dividing (A) the principal amount of the unpaid principal amount of such Lender’s Term Loan by (B) the unpaid principal amount of all Term Loans of all Lenders.

Regulation D means Regulation D of the FRB.

Regulation T means Regulation T of the FRB.

Regulation U means Regulation U of the FRB.

Regulation X means Regulation X of the FRB.

Related Agreements means the Stock Purchase Agreement and all other documents entered into in relation thereto and the Target Acquisition, in form and substance satisfactory to the Administrative Agent.

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Related Transactions means the transactions contemplated by the Related Agreements.

Repayment Claim - see Section 9.10.

Replacement Lender - see Section 8.7(b).

Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Required Lenders means, at any time, Lenders whose Pro Rata Shares exceed 66²/₃% as determined pursuant to clause (b) of the definition of “Pro Rata Share”.

Revolving Credit Facility - see Schedule 16.10.

SEC means the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.

Senior Officer means, with respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer or the treasurer of such Loan Party.

Stock Purchase Agreement means the Stock Purchase Agreement dated as of March 7, 2006 by and among the Borrower, Target, Peter W. Stott, P. Brian Fitzgerald, Endeavour Capital Fund III, L.P., Endeavour Associates Fund III, L.P. and the other seller parties listed on the signature pages hereto.

Subordination Agreement means the Subordination and Intercreditor Agreement dated as of March 7, 2006 among Holdings, the Administrative Agent and UTi NA Holdings NV, together with all other subordination agreements executed in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Worldwide and of each of its Subsidiaries.

Target meansMarket Industries, Ltd.

Target Acquisition means the acquisition contemplated by the Related Agreements.

Target Group Company means the Target or any of its Subsidiaries and Target Group Companies means, collectively, the Target and its Subsidiaries.

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Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

Term Loan Commitment means $150,000,000.00.

Term Loans - see Section 2.1.

Term Loan Maturity Date means the date falling six (6) months after the date of this Agreement.

Termination Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal by any UTi Group Company or any other member of the Controlled Group from such Pension Plan during a plan year in which any UTi Group Company or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

Total Debt means all Debt of the UTi Group Companies, determined on a consolidated basis, excluding (a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party), (b) Hedging Obligations, and (c) Debt of Worldwide to any of its Subsidiaries and Debt of Subsidiaries of Worldwide to Worldwide or to other Subsidiaries.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the Computation Period ending on such day.

Total Plan Liability means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

type - see Section 2.2.1.

UCC means the Uniform Commercial Code as in effect on the date hereof and from time to time in the State of New York, provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect on or after the date hereof in any other jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy.

Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

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Unmatured Event of Default means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of Default.

UTi Group Company means Worldwide or any Subsidiary and UTi Group Companies means, collectively, Worldwide and each Subsidiary.

Voting Stock means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

Worldwide - see the Preamble.

1.2Other Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c) The term “including” is not limiting and means “including without limitation.”

(d)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e)Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any law, statute or regulation shall be construed as including all legal, statutory and regulatory provisions amending, replacing, re-enacting, supplementing or interpreting such statute or regulation and to any successor law, statute or regulation.

(f)This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(g)This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative Agent, the Loan Parties, the Target Group Companies, other UTi Group Companies, the Lenders and the other parties hereto and thereto and are the products of all parties. Accordingly, they shall not be construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or Lenders’ involvement in their preparation.

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(h)The words “herein”, “hereunder”, “hereof”, “hereby” and words of similar import refer to this Agreement as a whole and not a particular Section, clause, paragraph or subdivision thereof.

SECTION 2COMMITMENTS OF THE LENDERS; BORROWING AND CONVERSION PROCEDURES.

2.1Commitments. On and subject to the terms and conditions of this Agreement, each of the Lenders with a Term Loan Commitment, severally and for itself alone, agrees to make a single loan to the Borrower (each such loan, a “Term Loan”) on the Closing Date in such Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments of the Lenders to make Term Loans shall expire concurrently with the making of the Term Loans on the Closing Date.

2.2 Loan Procedures.

2.2.1Various Types of Loans. Each Term Loan may be divided into tranches which are, either a Base Rate Loan or a LIBOR Loan (each a “type” of Loan), as the Borrower shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. LIBOR Loans having the same Interest Period which expire on the same day are sometimes called a “Group” or collectively “Groups”. Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than two (2)different Groups of LIBOR Loans shall be outstanding at any one time. All borrowings and conversions shall be effected so that each Lender will have a ratable share (according to its Pro Rata Share) of all types and Groups of Loans.

2.2.2Borrowing Procedures. The Borrower shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of each proposed borrowing not later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Administrative Agent to the Borrower on the requested borrowing date. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $5,000,000.00 and an integral multiple of $1,000,000.00, and each LIBOR borrowing shall be in an aggregate amount of at least $5,000,000.00 and an integral multiple of at least $1,000,000.00.

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2.2.3Conversion and Continuation Procedures. (a) Subject to Section 2.2.1, the Borrower may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:

(A)elect, as of any Business Day, to convert any Term Loans (or any part thereof in an aggregate amount not less than $5,000,000.00 and a higher integral multiple of $1,000,000.00) into Term Loans of the other type; or

(B)elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $5,000,000.00 or a higher integral multiple of $1,000,000.00) for a new Interest Period;

provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $5,000,000.00 and an integral multiple of $1,000,000.00.

(b)The Borrower shall give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit E or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

(A)	the proposed date of conversion or continuation;
(B)	the aggregate amount of Loans to be converted or continued;

(C)the type of Term Loans resulting from the proposed conversion or continuation; and

(D)in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c)If upon the expiration of any Interest Period applicable to LIBOR Loans, the Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, the Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

(d)The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by the Borrower, of the details of any automatic conversion.

(e)Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4.

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2.3Reliance on Notices. Each of the Administrative Agent and each Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing, Notice of Conversion/Continuation or similar notice believed by it to be genuine. Each of the Administrative Agent and each Lender may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for the Administrative Agent or such Lender (as the case may be) has actual knowledge to the contrary.

2.4Commitments Several. The failure of any Lender to make a requested Term Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Term Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Term Loan to be made by such other Lender.

2.5Certain Conditions. No Lender shall have an obligation to make any Term Loan, or to permit the continuation of or any conversion into any LIBOR Loan if an Event of Default or Unmatured Event of Default exists.

Section 3 Evidencing of Loans.

3.1Notes. The Term Loans of each Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender in a face principal amount equal to the sum of such Lender’s Term Loans.

3.2Recordkeeping. The Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each Term Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end. The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Term Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of the Borrower hereunder or under any Note to repay the principal amount of the Term Loans hereunder, together with all interest accruing thereon.

Section 4 Interest.

4.1Interest Rates. The Borrower promises to pay interest on the unpaid principal amount of each Term Loan for the period commencing on the date of such Term Loan until such Term Loan is paid in full as follows:

(a)at all times while such Term Loan is a Base Rate Loan, at a rate per annum equal to the Base Rate from time to time in effect; and

(b)at all times while such Term Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Term Loan plus the LIBOR Margin;

provided that at any time an Event of Default exists, unless the Required Lenders otherwise consent, the interest rate applicable to each Loan shall be increased by 2%, providedfurther that such increase may thereafter be rescinded by the Required Lenders, notwithstanding Section 16.1.

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Notwithstanding the foregoing, upon the occurrence of an Event of Default under Sections 14.1.1 or 14.1.4, such increase shall occur automatically.

4.2Interest Payment Dates. Accrued interest on each Base Rate Loan shall be payable in arrears on the last day of each calendar month and at maturity. Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan, upon a prepayment of such Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Term Loans shall be payable on demand.

4.3Setting and Notice of LIBOR Rates. The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent, and notice thereof shall be given by the Administrative Agent promptly to the Borrower and each Lender. Each determination of the applicable LIBOR Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Administrative Agent shall, upon written request of the Borrower or any Lender, deliver to the Borrower or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable LIBOR Rate hereunder.

4.4Computation of Interest. Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

Section 5 Fees.

The Loan Parties agree, jointly and severally, to pay to the Administrative Agent such agent’s fees as are mutually agreed to from time to time by the Loan Parties and the Administrative Agent including the fees set forth in the Agent Fee Letter.

Section 6		Prepayments.
6.1	Prepayments.

6.1.1Voluntary Prepayments. The Borrower may from time to time prepay the Term Loans in whole or in part; provided that the Borrower shall give the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than 11:00 A.M., Chicago time, on the day of such prepayment (which shall be a Business Day), specifying the Term Loans to be prepaid and the date and amount of prepayment. Any such partial prepayment shall be made in accordance with Section 6.3.

6.1.2Mandatory Prepayments. The Borrower shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following at the following times and in the following amounts:

(a)Concurrently with the receipt by any UTi Group Company of any Net Cash Proceeds from any Asset Disposition permitted under Section 12.18, in an amount equal to 100% of such Net Cash Proceeds.

(b)Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of Worldwide, in an amount equal to 100% of such Net Cash

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Proceeds (excluding the issuance of Capital Securities described in Schedule 6.1.2(b) in the amounts set out on Schedule 6.1.2(b) and only to the extent of such amount).

(c)Concurrently with the receipt by any UTi Group Company of any Net Cash Proceeds from any issuance of any Debt of any UTi Group Company permitted under Section 12.1(excluding renewals of local working capital facilities of any UTi Group Company), in an amount equal to 100% of such Net Cash Proceeds.

(d)Concurrently with the receipt by any UTi Group Company of proceeds from any Third Party Financing Arrangement (as defined in the Mandate Letter) permitted under the Mandate Letter, in an amount equal to the outstanding principal amounts of the Term Loans and Notes, together with accrued and unpaid interest thereon and outstanding fees and premiums, if any.

(e)Concurrently with the receipt by any UTi Group Company of proceeds from the Private Placement, in an amount equal to the outstanding principal amounts of the Term Loans and Notes, together with accrued and unpaid interest thereon and outstanding fees and premiums, if any.

(f)Concurrently with the receipt by any UTi Group Company of any moneys resulting from any adjustment to the Aggregate Purchase Price (as defined in the Stock Purchase Agreement) under the terms of the Related Agreements where the aggregate amount of such moneys, whether as a result of a single adjustment or multiple adjustments, exceeds $5,000,000.00, in an amount equal to such moneys in excess of $5,000,000.00.

(g)NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ALL OBLIGATIONS OWING HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS SHALL BE IMMEDIATELY DUE AND PAYABLE ON THE TERMINATION DATE, WITHOUT ANY REQUIREMENT OF NOTICE, DEMAND OR PRESENTMENT.

6.2Manner of Prepayments. Each voluntary partial prepayment shall be in a principal amount of $5,000,000.00or a higher integral multiple of $1,000,000.00. Any partial prepayment of a Group of LIBOR Term Loans shall be subject to the proviso to Section 2.2.3(a). Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4. All prepayments of Term Loans shall be applied pro rata among the Term Loans according to the principal amounts thereof; provided that all principal payments in respect of the Term Loans shall be applied first, to repay outstanding Base Rate Loans and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period maturities.

6.3Repayments. Unless sooner paid in full, the Term Loan of each Lender shall be paid in full in one installment equal to such Lender’s Pro Rata Share of the aggregate principal balance of the Term Loan outstanding on the Term Loan Maturity Date.

Section 7 Making and Proration of Payments; Setoff; Taxes.

7.1Making of Payments. All payments of principal or interest on the Notes, and of all fees, shall be made by the Borrower or any other Loan Party to the Administrative Agent in

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immediately available funds at the office specified by the Administrative Agent not later than noon, Chicago time, on the date due; and funds received after that hour shall be deemed to have been received by the Administrative Agent on the following Business Day. The Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by the Administrative Agent for the account of such Lender. All payments under Sections 7.6, 8.1 and 8.4 shall be made by the Loan Parties directly to the Lender entitled thereto without setoff, counterclaim or other defense.

7.2Application of Certain Payments. So long as no Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.1 and 6.2. After the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender as proceeds from the sale of, or other realization upon, all or any part of the Collateral shall be applied as the Administrative Agent shall determine in its discretion or, in the absence of a specific determination by the Administrative Agent, as set forth in the PledgeAgreement. Concurrently with each remittance to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.

7.3Due Date Extension. If any payment of principal or interest with respect to any of the Term Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension.

7.4Setoff. Each Loan Party agrees that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, each Loan Party agrees that at any time any Event of Default exists, the Administrative Agent and each Lender may apply to the payment of any Obligations of any Loan Party under any Loan Document, whether or not then due, any and all balances, credits, deposits, accounts or moneys of the Borrower and each other Loan Party then or thereafter with the Administrative Agent or such Lender.

7.5Proration of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of principal of or interest on any Term Loan, but excluding (i) any payment pursuant to Section 8.7 or 16.6 and (ii) payments of interest on any Affected Loan)) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Term Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Term Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

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7.6 Taxes.

(a)All payments made by the Loan Parties hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Loan Parties free and clear of and without deduction or withholding for, or account of, any Taxes now or hereafter imposed by any taxing authority.

(b)If any Loan Party makes any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, the Loan Parties shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.6(b)), the amount paid to the Lenders or the Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.6(b). To the extent any Loan Party withholds any Taxes on payments hereunder or under any Loan Document, the Loan Parties shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after they have made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c)If any Lender or the Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or the Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, the Loan Parties, jointly and severally, will indemnify such person, on demand, against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.6(c). A certificate prepared in good faith as to the amount of such payment by such Lender or the Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties.

(d)(i)To the extent permitted by applicable law, each Lender that is not a United States person within the meaning of Code Section 7701(a)(30) (a “Non-U.S. Participant”) shall deliver to Worldwide and the Administrative Agent on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made hereunder or any Loan. If a Lender that is a Non-U.S. Participant is claiming an exemption from United States withholding tax pursuant to its portfolio interest exception, the Lender shall deliver to the Administrative Agent (A) a statement of the Lender that it is not a (I) "bank" as described in Section 881(c)(3)(A) of the Code, (II) 10% shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code or (III) a controlled foreign corporation related to the Borrower within the meaning of Section 864(d)(4) of the Code, and (B) two accurate and properly completed and executed IRS Form W-8BEN. In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date, (or in the case of a Lender that is

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an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to Worldwide and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new certificate setting forth the information required by the second sentence of Section 7.6(d)(i), to confirm or establish the entitlement of such Lender or the Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made hereunder or any Loan.

(ii)Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Worldwide and the Administrative Agent certifying that such Lender is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by applicable law, deliver to Worldwide and the Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

(iii)The Loan Parties shall not be required to pay additional amounts to a Lender, or indemnify any Lender, under this Section 7.6 to the extent that such obligations would not have arisen but for the failure of such Lender to comply with Section 7.6(d).

(iv)Each Lender agrees to indemnify the Administrative Agent and hold the Administrative Agent harmless for the full amount of any and all present or future Taxes and related liabilities (including penalties, interest, additions to tax and expenses, and any Taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this Section 7.6) which are imposed on or with respect to principal, interest or fees payable to such Lender hereunder and which are not paid by the Loan Parties pursuant to this Section 7.6, whether or not such Taxes or related liabilities were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Administrative Agent makes written demand therefor.

(e)If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Loan Parties or with respect to which any Loan Party has paid additional amounts pursuant to this Section 7.6, so long as no Event of Default has occurred and is continuing, it shall pay over such refund to such Loan Party (but only to the extent of payments made, or additional amounts paid by such Loan Party under this Section 7.6 with respect to Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Administrative Agent or Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such a refund); provided that the Borrower, upon the request of Administrative Agent or Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges, imposed by the relevant governmental authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent hereunder) to Administrative Agent or Lender in the event Administrative Agent or Lender is required to repay

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such refund to such governmental authority. Nothing in this Section 7.6 shall be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other person or to otherwise manage or conduct its tax affairs in any specific manner.

Section 8 Increased Costs; Special Provisions for LIBOR Loans.

8.1Increased Costs. (a) If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent). The Loan Parties, jointly and severally, shall pay and hereby agree to pay, directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

(b)If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Loan Parties, jointly and severally, shall pay and hereby agree to pay, to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

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8.2 Basis for Determining Interest Rate Inadequate or Unfair. If:

(a)the Administrative Agent reasonably determines (which determination shall be binding and conclusive on the Loan Parties) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(b)the Required Lenders advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such LIBOR Loans;

then the Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make, continue or convert any Base Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

8.3Changes in Law Rendering LIBOR Loans Unlawful. If any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make, continue or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making or continuation of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made, continued or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances.

8.4Funding Losses. Each Loan Party hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), the Loan Parties will, jointly and severally, indemnify such Lender against any net loss or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such LIBOR Loan (including any conversion pursuant to Section 8.3) or (b) any failure

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of any Loan Party to borrow, convert or continue any LIBOR Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.

8.5Right of Lenders to Fund through Other Offices. Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such LIBOR Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender and the obligation of the Loan Parties to repay such LIBOR Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such LIBOR Loan, for the account of such branch or Affiliate.

8.6Discretion of Lenders as to Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its LIBOR Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such LIBOR Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

8.7Mitigation of Circumstances; Replacement of Lenders. (a) Each Lender shall promptly notify the Loan Parties and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by the Loan Parties to pay any amount pursuant to Section 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Section 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify the Loan Parties and the Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost to the Loan Parties of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

(b)If the Loan Parties become obligated to pay additional amounts to any Lender pursuant to Sections 8.1, or any Lender gives notice of the occurrence of any circumstances described in Section 8.3, the Loan Parties may designate another bank which is acceptable to the Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Term Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Term Loans payable to such Lender plus any accrued but unpaid interest on such Term Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to the Loan Parties hereunder and under the other Loan Documents, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.

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8.8Conclusiveness of Statements; Survival of Provisions. Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Section 8.1 and 8.4, and the provisions of such Sections and of Section 7.6 shall survive repayment of the Obligations, cancellation of any Notes and termination of this Agreement.

Section 9 Guarantees.

9.1Guarantee. In consideration of advances, credit or other financial accommodation heretofore afforded, concurrently herewith being afforded or hereafter to be afforded to the Borrower by the Lenders, each Guarantor hereby jointly and severally, irrevocably, unconditionally and absolutely guarantees to the Lenders or other person paying or incurring the same, irrespective of the validity, regularity or enforceability of any instrument, writing, arrangement or credit agreement relating to or the subject of any such financial accommodation, the prompt payment in full of: (a) any and all indebtedness, obligations and liabilities of every kind and nature of the Loan Parties to the Lenders (including all Obligations and all indebtedness, obligations and liabilities of partnerships created or arising while any Guarantor may have been or may be a member thereof), howsoever evidenced, whether now existing or hereafter created or arising, direct or indirect, primary or secondary, absolute or contingent, due or to become due, joint, several or joint and several, and howsoever owned, held or acquired, whether through discount, overdraft, purchase, direct loan or as collateral, or otherwise, plus (b) all costs, legal expenses and Attorney Costs of each Lender and paralegals’ fees of every kind (including those costs, expenses and fees of paralegals who may be employees of a Lender, its parent or Affiliates), paid or incurred by any Lender in endeavoring to collect all or any part of the foregoing indebtedness, or in enforcing its rights in connection with any collateral therefor, or in enforcing this Section 9, or in defending against any defense, counterclaim, setoff or crossclaim based on any act of commission or omission by any Lender with respect to the foregoing indebtedness, any collateral therefor, or in connection with any Repayment Claim , plus (c) interest on the foregoing from and after demand from any Lender to any Guarantor for payment of the foregoing, at a floating per annum rate of interest equal to two percent (2.00%) over the Prime Rate (collectively, the “Guaranteed Debt”). In addition, each Guarantor hereby unconditionally and absolutely guarantees to the Lenders the prompt, full and faithful performance and discharge by each Guarantor of each of the terms, conditions, agreements, representations and warranties on the part of each Guarantor contained in any this Agreement, any other Loan Document or in any other agreement, or in any modification or addenda thereto or substitution thereof in connection with any of the Guaranteed Debt.

9.2Fraudulent Transfer. In order to avoid any possibility that this Section 9 may be ruled by a court of competent jurisdiction to be a fraudulent transfer or conveyance with respect to any Guarantor, each Guarantor, the Administrative Agent and the Lenders hereby agree that, notwithstanding any other provision of this Section 9 to the contrary, the maximum liability of each Guarantor under this Section 9 shall be limited to the greater of (a) the proceeds of the Term Loans by the Lenders to the Borrower under this Agreement to the extent such proceeds are advanced, transferred or applied by the Borrower to or for the benefit of any Guarantor, and (b) ninety-five percent (95.00%) of the difference between (i) the present fair saleable value of such Guarantor’s assets as of the date of this Agreement or such other date as may be applicable under law, minus (ii) the amount of all liabilities of such Guarantor, including probable exposure under

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contingent liabilities (including the amount under clause (a) above, but excluding any other probable exposure of the such Guarantor to the Lenders under this Agreement), as of such date.

9.3Release of subrogation, reimbursement, contribution, etc. In case ofany insolvency, winding-up, bankruptcy, reorganization, debt arrangement or other analogous step or proceeding under any bankruptcy or insolvency law of any jurisdiction, any winding-up dissolution, liquidation or receivership proceeding is instituted by or against the Borrower or any Guarantor, or any default by any Guarantor of any of the covenants, terms and conditions set forth herein, all of the Guaranteed Debt shall, without notice to anyone, immediately become due or accrued and shall be payable, jointly and severally, by the Guarantors. Each Guarantor hereby expressly and irrevocably: (a) waives, to the fullest extent possible, on behalf of itself and its successors and assigns (including any surety) and any other person, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or to any other rights that could accrue to a surety against a principal, a guarantor against a maker or obligor, an accommodation party against the party accommodated, a holder or transferee against a maker, or to the holder of a claim against any person, and which such Guarantor may have or hereafter acquire against any person in connection with or as a result of such Guarantor’s execution, delivery and/or performance of this Section 9, or any other documents to which such Guarantor is a party or otherwise; (b) waives any “claim” (as such term is defined in the United States Bankruptcy Code of 1978) of any kind against any other Guarantor, and further agrees that it shall not have or assert any such rights against any person (including any surety), either directly or as an attempted set off to any action commenced against the any Guarantor by any Lender or any other person; and (c) acknowledges and agrees (i) that foregoing waivers are intended to benefit the Lenders and shall not limit or otherwise affect any Guarantor’s liability hereunder or the enforceability of this Section 9, (ii) that the Guarantors and their respective successors and assigns are intended third party beneficiaries of the foregoing waivers, and (iii) the agreements set forth in this Section 9.3 and the Administrative Agent’s and each Lender’s rights under this paragraph shall survive payment in full of the Guaranteed Debt.

9.4Application of Payments. All dividends or other payments received by the Administrative Agent or any Lender on account of the Guaranteed Debt, from whatever source derived, shall be taken and applied by the Administrative Agent toward the payment of the Guaranteed Debt and in such order of application as the Administrative Agent may, in its sole discretion, from time to time elect. The Administrative Agent shall have the exclusive right to determine how, when and what application of payments and credits, if any, whether derived from a Guarantor or any other source, shall be made on the Guaranteed Debt and such determination shall be conclusive upon each Guarantor.

9.5Continuing Guaranty. This Section 9 shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Guarantor until: (i) written notice from the Administrative Agent to each Guarantor by United States certified mail of its discontinuance as to each Guarantor; or (ii) until all Guaranteed Debt created or existing before receipt of either such notice shall have been fully paid. In case of the discontinuance of this Section 9 as to any Guarantor, this Section 9 shall nevertheless continue and remain in force against any other Guarantor until discontinued as to such other Guarantor as provided herein. In the event of the dissolution of a Guarantor, this Section 9 shall continue as to all of the Guaranteed Debt theretofore incurred by any Guarantor even though the Guaranteed Debt is renewed or the

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time of maturity of the Borrower’s obligations is extended without the consent of the Administrators, successors or assigns of any Guarantor.

No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against any other guarantor shall release or discharge any Guarantor.

9.6No modification. Each Guarantor’s liability under this Section 9 shall in no way be modified, affected, impaired, reduced, released or discharged by any of the following (any or all of which may be done or omitted by the Administrative Agent or any Lender in its sole discretion, without notice to anyone and irrespective of whether the Guaranteed Debt shall be increased or decreased thereby): (a) any acceptance by any Lender of any new or renewal Note or Notes of the Borrower, or of any security or collateral for, or other guarantors or obligors upon, any of the Guaranteed Debt; (b) any compromise, settlement, surrender, release, discharge, renewal, refinancing, extension, alteration, exchange, sale, pledge or election with respect to the Guaranteed Debt, or any Note by the Borrower, or with respect to any collateral under Section 1111 or take any action under Section 364, or any other section of the United States Bankruptcy Code of 1978, now existing or hereafter amended, or other disposition of, or substitution for, or indulgence with respect to, or failure, neglect or omission to realize upon, or to enforce or exercise any liens or rights of appropriation or other rights with respect to, the Guaranteed Debt or any security or collateral therefor or any claims against any person or persons primarily or secondarily liable thereon; (c) any failure, neglect or omission to perfect, protect, secure or insure any of the foregoing security interests, liens, or encumbrances of the properties or interests in properties subject thereto; (d) the granting of credit from time to time by any Lender to any Guarantor in excess of the amount, if any, to which the right of recovery under this Section 9 is limited (which is hereby expressly authorized); (e) any change in any Guarantor’s name or the merger of any Guarantor into another Person; (f) any act of commission or omission of any kind or at any time upon the part of the Administrative Agent or any Lender with respect to any matter whatsoever, other than the execution and delivery by the Lenders to any Guarantor of an express written release or cancellation of the guaranty under this Section 9; or (g) the payment in full of the Guaranteed Debt. Each Guarantor hereby consents to all acts of commission or omission of the Administrative Agent or any Lender set forth above and agrees that the standards of good faith, diligence, reasonableness and care shall be measured, determined and governed solely by the terms and provisions hereof.

9.7Immediate recourse. In order to hold the Loan Parties and the Guarantors liable hereunder, there shall be no obligation on the part of the Administrative Agent or any Lender, at any time, to resort for payment from the Borrower or any Guarantor or to anyone else, or to any collateral, security, property, liens or other rights and remedies whatsoever, all of which are hereby expressly waived by each Guarantor.

9.8Waivers. Each Guarantor hereby expressly waives diligence in collection or protection, presentment, demand or protest or in giving notice to anyone of the protest, dishonor, default, or nonpayment or of the creation or existence of any of the Guaranteed Debt or of any security or collateral therefor or of the acceptance of the guaranty granted under this Section 9 or of extension of credit or indulgences hereunder or of any other matters or things whatsoever relating hereto.

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Each Guarantor waives any and all defenses, claims and discharges of the Borrower, or any other Guarantor, pertaining to the Guaranteed Debt, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, no Guarantor will assert, plead or enforce against the Administrative Agent or any Lender any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to the Borrower, any other Guarantor or any other person liable in respect of any of the Guaranteed Debt, or any setoff available against any Lender to the Borrower or any such other Guarantor or person, whether or not on account of a related transaction. Each Guarantor expressly agrees that it shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or security interest securing the Guaranteed Debt, whether or not the liability of the Borrower or any other Guarantor for such deficiency is discharged pursuant to statute or judicial decision.

EACH GUARANTOR WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE GUARANTORS MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN ENFORCING THIS SECTION 9. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO EACH GUARANTOR BY ANY GUARANTOR, OR TO ANY OTHER PARTY LIABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER FOR THE GUARANTEED DEBT, ARE HEREBY SUBORDINATED TO THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ CLAIMS AND ARE HEREBY ASSIGNED TO THE ADMINISTRATIVE AGENT AND THE LENDER. EACH GUARANTOR HEREBY AGREES THAT ANY GUARANTOR MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER AGAINST EACH GUARANTOR. THIS SECTION 9.8 IS A MATERIAL INDUCEMENT TO THE ADMINISTRATIVE AGENT AND THE LENDERS GRANTING ANY FINANCIAL ACCOMMODATION TO THE GUARANTORS AND ACCEPTING THIS SECTION 9.

9.9Set-off. The Administrative Agent may, without demand or notice of any kind to anyone, apply or set-off any balances, credits, deposits, accounts, moneys or other indebtedness at any time credited by or due from any Lender to any Guarantor against the amounts due hereunder and in such order of application as the Administrative Agent may from time to time elect. Any notification of intended disposition of any property required by law shall be deemed reasonably and properly given if given in the manner provided by the applicable statute.

9.10Repayment Claim. Should a claim (a “Repayment Claim”) be made upon the Administrative Agent or any Lender at any time for repayment of any amount received by the Administrative Agent or any Lender in payment of the Guaranteed Debt, or any part thereof, whether received from the Borrower or any other Guarantor pursuant hereto, or received by the Administrative Agent or any Lender as the proceeds of collateral, by reason of: (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Administrative Agent or any Lender or any of their respective properties; or (ii) any settlement or compromise of any such Repayment Claim effected by the Administrative Agent or any Lender, in its sole discretion, with the claimant (including the Borrower), each Guarantor shall remain liable to the Administrative Agent and each Lender for the amount so repaid to the same extent as if such amount had never originally been received by the Administrative Agent or any Lender,

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notwithstanding any termination hereof or the cancellation of any note or other instrument evidencing any of the Guaranteed Debt.

9.11Prior Right. Subject to Section 16.6, the Administrative Agent and each Lender may, without notice to anyone, sell or assign the Guaranteed Debt, or any part thereof, or grant participations therein, and in any such event each and every immediate or remote assignee or holder of, or participant in, all or any of the Guaranteed Debt shall have the right to enforce this Section 9, by suit or otherwise for the benefit of such assignee, holder, or participant, as fully as if herein by name specifically given such right herein, but the Administrative Agent and each Lender shall have an unimpaired right, prior and superior to that of any such assignee, holder or participant, to enforce this Section 9 for the benefit of the Administrative Agent or such Lender, as to any part of the Guaranteed Debt retained by the Administrative Agent or such Lender.

9.12No Release or Discharge. Unless and until all of the Guaranteed Debt has been indefeasibly and irrevocably paid in full, no release or discharge of any other Person, whether primarily or secondarily liable for and obligated with respect to the Guaranteed Debt, or the institution of bankruptcy, receivership, insolvency, reorganization, dissolution or liquidation proceedings by or against any Guarantor or any other person primarily or secondarily liable for and obligated with respect to the Guaranteed Debt, or the entry of any restraining or other order in any such proceedings, shall release or discharge any Guarantor, or any other guarantor of the indebtedness, or any other Person, firm or corporation liable to the Administrative Agent or any Lender for the Guaranteed Debt.

9.13Independent Obligation. It is agreed that each Guarantor’s liability is independent of any other guaranties at any time in effect with respect to all or any part of the Guaranteed Debt, and that each Guarantor’s liability hereunder may be enforced regardless of the existence of any such other guaranties.

9.14Information. Each Guarantor assumes responsibility for keeping itself informed of the financial condition of each Loan Party, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of a Loan Party’s Obligations and of all other circumstances bearing upon the risk of nonpayment by a Loan Party of its Obligations and each Guarantor agrees that the neither the Administrative Agent nor any Lender shall have any duty to advise any Guarantor of information known to the Administrative Agent or such Lender regarding such condition or any such circumstances or to undertake any investigation not a part of its regular business routine. If the Administrative Agent or such Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Guarantor, the Administrative Agent or such Lender shall not be under any obligation to update any such information or to provide any such information to such Guarantor on any subsequent occasion.

Section 10 Representations and Warranties.

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Term Loans hereunder, each Loan Party hereby jointly and severally represents and warrants to the Administrative Agent and the Lenders that, both before and after giving effect to the Related Transactions:

10.1Organization. Each UTi Group Company is validly existing and, if applicable, in good standing under the laws of its jurisdiction of incorporation or organization; and each of UTi

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Group Company is duly qualified or authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification or authorization is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

10.2Authorization; No Conflict. Each UTi Group Company has all requisite power and authority and is duly authorized to execute and deliver each Loan Document to which it is a party, the Borrower has all requisite power and authority and is duly authorized to borrow monies and receive other extensions of credit hereunder and each UTi Group Company has all requisite power and authority and is duly authorized to perform its Obligations under each Loan Document to which it is a party. The director or directors or officer or officers or other signatory executing and delivering each Loan Document for and on behalf of each UTi Group Company party to it, is duly authorized to so act. The execution, delivery and performance by each UTi Group Company of each Loan Document to which it is a party, and the borrowings and other extensions of credit to the Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any UTi Group Company or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any UTi Group Company or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any UTi Group Company (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

10.3Validity and Binding Nature. Each of this Agreement and each other Loan Document to which any UTi Group Company is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

10.4 Financial Condition.

(a)The audited annual consolidated financial statements of the UTi Group Companies as at January 31, 2003, January 31, 2004 and January 31, 2005 and the unaudited consolidated financial statements of the UTi Group Companies for each fiscal quarterly period ended after January 31, 2005, copies of each of which have been delivered to the Administrative Agent, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial condition of the UTi Group Companies as at such dates and the results of their operations for the periods then ended.

(b)The audited consolidated financial statements of the Target Group Companies as at December 31, 2002, December 31, 2003 and December 31, 2004 and the unaudited consolidated financial statements of the Target Group Companies for each fiscal quarterly period ended after December 31, 2004, copies of each of which have been delivered to the Administrative Agent, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the consolidated financial condition of the Target Group Companies as at such dates and the results of their operations for the periods then ended.

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10.5No Material Adverse Change. Since Worldwide’s Fiscal Year ended January 31, 2005 with respect to the UTi Group Companies (other than the Target Group Companies) and since the Target’s Fiscal Year ended December 31, 2004 with respect to the Target Group Companies, there has been no material adverse change in the condition (financial or otherwise), operations, assets, businesses, properties or prospects of the UTi Group Companies (taken as a whole) or the Target Group Companies (taken as a whole), respectively.

10.6Litigation and Contingent Liabilities. No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any UTi Group Company’s knowledge, threatened against any UTi Group Company which might reasonably be expected to have a Material Adverse Effect, except as set forth on Schedule 10.6. Other than any liability incident to such litigation or proceedings, no UTi Group Company has any material Contingent Liabilities not listed on Schedule 10.6 or permitted by Section 12.1.

10.7Properties; Liens. Each UTi Group Company has good and, in the case of real property, marketable title to all of its owned and valid and binding interest in all of its leased properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except Permitted Liens.

10.8Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities of each UTi Group Company are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent for the benefit of the Lenders, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities, except Permitted Liens. The structure chart delivered pursuant to Section 13.23 describes each UTi Group Company that owns issued and outstanding Capital Securities of any other UTi Group Company (other than Worldwide) on the Closing Date and such structure chart is true, correct and complete, and all of the issued and outstanding Capital Securities of each UTi Group Company (other than Worldwide) is, directly or indirectly, owned by Worldwide, except to the extent set forth on Schedule 10.8. As of the Closing Date, except as set forth on Schedule 10.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Target Group Company.

10.9Pension Plans. (a) The Unfunded Liability of all Pension Plans of the UTi Group Companies does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each such Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any such Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of any UTi Group Company, threatened, claims, actions, investigations or lawsuits against any such Pension Plan, any fiduciary of any such Pension Plan, or any UTi Group Company or any other member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither any UTi Group Company nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or

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Multiemployer Pension Plan which would subject that Person to any liability. Within the past five years, neither any UTi Group Company nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b)All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any UTi Group Company or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; neither any UTi Group Company nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither any UTi Group Company nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

10.10Investment Company Act. No UTi Group Company is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

10.11Public Utility Holding Company Act. No UTi Group Company is a “holding company”, or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005.

10.12Regulations T, U and X. No UTi Group Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of any Term Loan will be used, directly or indirectly, to buy or carry Margin Stock or for any other purpose in violation of or inconsistent with Regulation T, Regulation U or Regulation X.

10.13Taxes. Each UTi Group Company has timely filed all material tax returns and reports required by law to have been filed by it (subject to extensions thereof) and has paid all material taxes and governmental charges due and payable with respect to such returns, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Each UTi Group Company has made adequate reserves on its books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No UTi Group Company has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when

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the transaction was entered into). No UTi Group Company has any delinquent material tax liabilities, nor have any tax deficiencies been proposed against it.

10.14Solvency, etc. On (i) the Closing Date, and immediately prior to and after giving effect to the Target Acquisition, the borrowing and guarantees under the Loan Documents and the use of the proceeds thereof and (ii) the date on which any Person becomes a party hereto pursuant to Section 11.10 and immediately prior to and after giving effect to the obligations of such Person hereunder, in each case, with respect to the UTi Group Companies taken as a whole, Holdings individually, the Borrower and its subsidiaries taken as a whole and the Target and its Subsidiaries taken as a whole:

(a)the fair value of its or their assets is greater than the amount of its or their liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated in accordance with GAAP,

(b)the present fair saleable value of its or their assets is not less than the amount that will be required to pay the probable liability on its or their debts as they become absolute and matured,

(c)it is or they are able to realize upon its or their assets and pay its or their debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business,

(d)it has or they have not incurred and do or does not intend to, and does or do not believe that it or they will, incur debts or liabilities beyond its or their ability to pay as such debts and liabilities mature,

(e)it is or they are not engaged in business or a transaction, and is or are not about to engage in business or a transaction, for which its or their property would constitute unreasonably small capital; and

(f)it has not made a transfer or incurred an obligation under this Agreement or any other Loan Document with the intent to hinder, delay or defraud any of its present or future creditors.

10.15Environmental Matters. The on-going operations of each UTi Group Company comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each UTi Group Company has obtained, and maintained, and continues to maintain in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each UTi Group Company is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any UTi Group Company and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No UTi Group Company or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental

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Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any UTi Group Company that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No UTi Group Company has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances which could reasonably be expected to have a Material Adverse Effect.

10.16Insurance. Set forth on Schedule 10.16 is a complete and accurate summary of the property and casualty insurance program of each Loan Party as of the Closing Date. Each UTi Group Company and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the UTi Group Companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such UTi Group Company operates.

10.17Information. All information heretofore or contemporaneously herewith furnished in writing by any UTi Group Company to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all written information hereafter furnished by or on behalf of any UTi Group Company to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by any UTi Group Company are based on good faith estimates and assumptions believed by such UTi Group Company to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

10.18Intellectual Property. Each UTi Group Company owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the businesses of the UTi Group Companies, without (a) to any UTi Group Company’s knowledge, any infringement upon rights by others or (b) any infringement upon rights of others, in either case which could reasonably be expected to have a Material Adverse Effect.

10.19Burdensome Obligations. No UTi Group Company is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

10.20Labor Matters. No UTi Group Company is subject to any collective bargaining or similar agreement, other than those companies set out in Schedule 10.20. There are no existing or threatened strikes, slowdowns, lockouts or other similar labor disputes involving any UTi Group Company that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of each UTi Group Company are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters.

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10.21No Default. No Event of Default or Unmatured Event of Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

10.22Related Agreements, etc. (a) Worldwide or the Borrower has heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements.

(b)The Borrower and, to the Borrower’s and Worldwide’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.

(c)The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by any UTi Group Company and, to the Borrower’s and Worldwide’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.

(d)The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any UTi Group Company or, to the Borrower’s or Worldwide’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any UTi Group Company is a party or by which any UTi Group Company is bound or, to the Borrower’s or Worldwide’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.

(e)No statement or representation made in the Related Agreements by the Borrower or, to the Borrower’s or Worldwide’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

(f)The Related Agreements are in full force and effect and each UTi Group Company party thereto is in compliance with its obligations thereunder and, to the Borrower's and Worldwide's knowledge, the other parties thereto are in compliance with their obligations thereunder.

10.23Other Debt. The Borrower has no, and will not have any, Debt obligations other than the Obligations. Each Loan Party’s Obligations rank and will rank, senior to all of its other Debt and obligations except for Debt that is mandatorily preferred by law or except Permitted Liens.

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10.24Accounting. Each UTi Group company keeps its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP.

10.25Dormant Subsidiary. InTransit International Inc. is dormant, does not trade or otherwise engage in any business or activity (for itself or as agent for any Person) and does not own, legally or beneficially, any assets or property.

10.26CASS Reserve. Each UTi Group Company 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 GAAP shall have been set aside on its books and records.

10.27 Times for making representations and warranties.

(a)The representations and warranties set out in this Agreement (including in this Section 10) are made on the date of this Agreement by each Loan Party and on the date that any other Person becomes a party to this Agreement pursuant to Section 11.10 by such Person.

(b)The representations and warranties of each Loan Party contained in this Agreement or made by any UTi Group Company in any certificate, notice or report delivered under this Agreement will survive the Closing Date, the making and repayment of the Term Loans, the cancellation of the Notes, any novation, transfer or assignment of any Term Loan and any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement or any other Loan Document.

Section 11 Affirmative Covenants.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full, each Loan Party agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, each Loan Party will:

11.1Reports, Certificates and Other Information. Furnish to the Administrative Agent and each Lender:

11.1.1Annual Report. Promptly when available and in any event within 90 days after the close of each Fiscal Year: (a) a copy of the annual audit report of the UTi Group Companies for such Fiscal Year, including therein consolidated balance sheets and statements of earnings and cash flows of the UTi Group Companies as at the end of such Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by Worldwide and reasonably acceptable to the Administrative Agent, together with a written statement from such accountants to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that any UTi Group Company was not in compliance with any provision of Section 12.14 insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that any UTi Group Company was not in compliance with any such provision, describing such non-compliance in

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reasonable detail; and (b) a consolidating balance sheet of the UTi Group Companies as of the end of such Fiscal Year and consolidating statement of earnings for the UTi Group Companies for such Fiscal Year, certified by a Senior Officer of Worldwide.

11.1.2Interim Reports. Promptly when available and in any event within 45 days after the end of each Fiscal Quarter, consolidated and consolidating balance sheets of the UTi Group Companies as of the end of such Fiscal Quarter, together with consolidated and consolidating statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of the relevant Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding date or period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by a Senior Officer of Worldwide.

11.1.3Compliance Certificates. Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 11.1.1 and each set of quarterly statements pursuant to Section 11.1.2, a duly completed compliance certificate in the form of Exhibit B, with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a Senior Officer of each Loan Party, containing (i) a computation of each of the financial ratios and restrictions set forth in Section 12.14 and to the effect that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and (ii) a written statement of Worldwide’s management setting forth a discussion of the UTi Group Companies’ financial condition, changes in financial condition and results of operations.

11.1.4Reports to the SEC and to Shareholders. Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any UTi Group Company filed with the SEC; copies of all registration statements of any UTi Group Company filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally.

11.1.5Notice of Default, Litigation; ERISA Matters and Intercompany Debt. Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by each UTi Group Company affected thereby with respect thereto:

(a) the occurrence of an Event of Default or an Unmatured Event of Default;

(b)any litigation, arbitration or governmental investigation or proceeding not previously disclosed by any UTi Group Company to the Lenders which has been instituted or, to the knowledge of any UTi Group Company, is threatened against any UTi Group Company or to which any of the properties of any thereof is subject which might reasonably be expected to have a Material Adverse Effect;

(c)the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that any UTi Group Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the

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incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of any UTi Group Company with respect to any post-retirement welfare benefit plan or other employee benefit plan of any UTi Group Company or another member of the Controlled Group, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent;

(d) any failure to comply with Section 11.3(b) or (c);

(e)any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which might reasonably be expected to have a Material Adverse Effect;

(f)any material adverse change in the financial condition, the operations or any other status of the UTi Group Companies taken as a whole or any Loan Party; or

(g)any incurrence of Debt by any Loan Party to any UTi Group Company that is not a Loan Party.

11.1.6Management Reports. Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to Worldwide by independent auditors in connection with each annual or interim audit made by such auditors of the books of Worldwide.

11.1.7Subordinated Debt and Related Transactions Notices. Promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder or trustee of, under or with respect to any Debt subject to the Subordination Agreement or in connection with the Related Transactions.

11.1.8Other Information. Promptly from time to time, such other information concerning any UTi Group Company as any Lender or the Administrative Agent may reasonably request.

11.2 Books, Records and Inspections. Keep, and cause each Subsidiary to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each Subsidiary to permit, the Administrative Agent or any representative thereof to inspect the offices, the properties and the operations of the UTi Group Companies; and permit, and cause each Subsidiary to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors to discuss such financial matters with the Administrative Agent or any representative thereof), and to examine (and, at the expense of the Loan Parties, jointly and severally, photocopy extracts from) any of its books or other records; and permit, and cause each Subsidiary to permit, the Administrative Agent and its representatives to inspect the Inventory and other tangible assets of each UTi Group Company, to perform appraisals of the equipment of each UTi Group Company, conduct field audits and inspect, audit, check and

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make copies of (at the expense of the Loan Parties, jointly and severally) and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any Collateral. All such inspections or audits by the Administrative Agent shall be at the expense of the Loan Parties, jointly and severally; provided that so long as no Unmatured Event of Default or Event of Default exists, the Loan Parties shall only be required to reimburse the Administrative Agent for one inspection or audit of each of Worldwide and each Subsidiary per calendar year.

11.3Maintenance of Property; Insurance. (a) Keep, and cause each Subsidiary to keep, all property necessary for its business in good working order and condition, ordinary wear and tear excepted.

(b)Maintain, and cause each Subsidiary to maintain, with responsible insurance companies such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the relevant UTi Group Company operates.

(c)UNLESS THE LOAN PARTIES PROVIDE THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE LOAN PARTIES’ EXPENSE, JOINTLY AND SEVERALLY, TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY UTi GROUP COMPANY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY UTi GROUP COMPANY IN CONNECTION WITH THE COLLATERAL. THE UTi GROUP COMPANIES MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE UTi GROUP COMPANIES HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE LOAN PARTIES WILL BE RESPONSIBLE, JOINTLY AND SEVERALLY, FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE TERM LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE UTi GROUP COMPANIES MAY BE ABLE TO OBTAIN ON THEIR OWN.

11.4 Compliance with Laws; Payment of Taxes and Liabilities and CASS Obligations. (a) Comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each Subsidiary to ensure, that no person who owns a

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controlling interest in or otherwise controls any UTi Group Company is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each Subsidiary to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations, (d) pay, and cause each Subsidiary to pay, prior to delinquency, all material taxes and other governmental charges against it or any Collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any UTi Group Company to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any asset or property of any UTi Group Company, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of such asset or property to satisfy such claim and (e) pay, and cause each Subsidiary to pay, prior to delinquency, all amounts due and owing to CASS pursuant to the CASS Agreement; provided that the foregoing shall not require any UTi Group Company to pay any such amount to CASS so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any asset or property of any UTi Group Company, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of such asset or property to satisfy such claim.

11.5Maintenance of Existence, etc. Maintain and preserve, and (subject to Section 12.5) cause each Subsidiary to maintain and preserve, (a) its existence and, if applicable, good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

11.6Use of Proceeds. Use the proceeds of the Term Loans solely to finance the Related Transactions and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

11.7 Employee Benefit Plans.

(a)Maintain, and cause each Subsidiary and each other member of the Controlled Group to maintain, each Pension Plan in substantial compliance with all applicable requirements of law and regulations, to the extent such failure to comply could reasonably be likely to have a Material Adverse Effect.

(b)Make, and cause each Subsidiary and each other member of the Controlled Group to make, on a timely basis, all required contributions to any Multiemployer Pension Plan.

(c)Not, and not permit any Subsidiary or any other member of the Controlled Group to (i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate or withdraw from any Pension Plan or Multiemployer

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Pension Plan or (iii) take any other action with respect to any Pension Plan that would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Pension Plan, unless the actions or events described in clauses (i), (ii) and (iii) individually or in the aggregate would not have a Material Adverse Effect.

11.8Environmental Matters. If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any UTi Group Company, each Loan Party shall, or shall cause each Subsidiary to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each Loan Party shall, and shall cause each Subsidiary to, comply with any Federal or state judicial or administrative order in all material respects requiring the performance at any real property of any UTi Group Company of activities in response to the release or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement, each Loan Party shall, and shall cause each Subsidiary to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance in all material respects with Environmental Laws.

11.9Further Assurances; Equity Information. Take such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by all Capital Securities of each Target Group Company and guaranteed by each Guarantor and otherwise to implement or effectuate the provisions of this Agreement and the Collateral Documents or more fully perfect or renew the rights of the Administrative Agent with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Loan Party which may be deemed to be part of the Collateral) pursuant to this Agreement and the Collateral Documents, in each case as the Administrative Agent may determine, including (a) the execution and delivery of guaranties, pledge agreements, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession. Deliver, upon reasonable request of the Administrative Agent, a list of or other information about the shareholders of or other owners of equity interests in any UTi Group Company; provided that each Loan Party will only be required to use reasonable efforts to obtain any information not within the possession of any UTi Group Company.

11.10 Additional Collateral, New Subsidiaries.

(a)With respect to any Capital Securities acquired by the Borrower or any Target Group Company on or after the Closing Date (other than any property described in paragraph (b) below) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, such Loan Party shall (i) execute and deliver to the Administrative Agent such amendments or supplements to the Pledge Agreement or such other Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property, (ii) deliver to the Administrative Agent

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the certificates, if any, representing such Capital Securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party and (iii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Pledge Agreement, the other Collateral Documents or by law.

(b)With respect to any new Subsidiary created or acquired on or after the Closing Date (including, for the avoidance of doubt, pursuant to the Target Acquisition) by the Borrower or any Target Group Company, such party shall promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Securities of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Administrative Agent revised schedules to the Loan Documents reflecting such Loan Party’s ownership interest in such Subsidiary, (iii)  deliver to the Administrative Agent the certificates, if any, representing such Capital Securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, (iv)  (A) cause such new Subsidiary  to execute and deliver a joinder to this Agreement and, if appropriate, the Pledge Agreement, in the form of Exhibit F hereto, in its capacity as a Loan Party, (B) execute and deliver, and cause such new Subsidiary to execute and deliver, such other Collateral Documents and such other documents, agreements and instruments as the Administrative Agent may require in order to grant the Administrative Agent a perfected first priority security interest in the Capital Securities of such Subsidiary, and (C) take such actions, and cause such new Subsidiary  to take such actions, necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Collateral Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Pledge Agreement, the other Collateral Documents or by law or as may be reasonably requested by the Administrative Agent and (vi) if requested by the Administrative Agent, deliver to the Administrative Agent (A) legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (B) documents, agreements and instruments comparable to the conditions precedent set forth in Sections 13.1.2, 13.1.3, 13.1.6, 13.1.7 (including in connection with any Joinder Agreement signed following the Target Acquisition, evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all insurance policies of Target and Sammons Transportation, Inc.), 13.1.11, 13.1.14, 13.1.15, 13.1.23 and 13.1.24, in each case in form and substance satisfactory to the Administrative Agent.

11.11Post-closing Matters. Not later than (1) in the case of paragraphs (a)(i), (ii), (iv), (v) and (vi) below, fourteen (14) days, (2) in the case of paragraph (a)(iii) and (b) below, thirty (30) days after the date of this Agreement and (3) in the case of paragraph (c) below, five (5) business days, the Loan Parties:

(a) will, or will cause to be delivered:

(i)a supplement to Schedule 10.8 updating the information set forth thereon to the date of this Agreement; and

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(ii)a supplement to Schedule 12.1 updating the information set forth thereon to the date of this Agreement;

(iii)a supplement to Schedule 12.11(e) updating the information set forth thereon to the date of this Agreement;

(iv) Schedule 12.17 as of the date of this Agreement;

(v)in connection with the execution of the Subordination Agreement, documents, agreements, instruments and evidence comparable to the conditions precedent set forth in Sections 13.1.2, 13.1.3, 13.1.6 and 13.1.24; and

(vi)a copy of the constitutional documents of InTransit, Inc., Market Transport, Ltd., the Target and, if requested by the Administrative Agent, any other Loan Party whose Capital Securities are subject to a Lien under the Collateral Documents, together with (A) any resolutions of the shareholders and/or board of directors, as appropriate, of such Loan Party adopting such changes to the constitutional documents of such Loan Party as the Administrative Agent requires to remove any restriction on the transfer of Capital Securities of such Loan Party pursuant to any enforcement of any such Collateral Document, any pre-emptive rights or rights to issue preferred shares, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; and

(b)will use commercially reasonably efforts to deliver, or cause to be delivered, evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all insurance policies of Worldwide; and

(c)will deliver or cause to be delivered evidence of the filing of UCC-3 termination statements evidencing the release of all financing statements naming any Target Group Company or any other Loan Party as a debtor and Bank of America N.A. (or any predecessors or successors thereof) as secured party in the appropriate jurisdictions and filing offices for such filings,

in each case in form and substance satisfactory to the Administrative Agent. On the date falling fourteen (14) days after the date of this Agreement, each reference to Schedule 10.8, Schedule 12.1, Schedule 12.11(e) and Schedule 12.17 shall be construed as being a reference to such Schedule as so supplemented or delivered but only upon the Administrative Agent’s confirmation that such Schedules are in form and substance satisfactory to it.

Section 12 Negative Covenants.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full, each Loan Party agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, each Loan Party will:

12.1Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except:

(a) Obligations under this Agreement and the other Loan Documents;

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(b)Debt secured by Liens permitted by Section 12.2(d), and extensions, renewals and refinancings thereof;

(c)Debt of the UTi Group Companies to each other; provided that (i) such Debt of any Loan Party to any UTi Group Company that is not a Loan Party shall, if evidenced by a demand note, be evidenced by a demand note that is in form and substance reasonably satisfactory to the Administrative Agent and (ii) the obligations under such Debt and demand note, if any, shall be subordinated to the Obligations of the Loan Parties hereunder pursuant to the Subordination Agreement or in such other manner satisfactory to the Administrative Agent;

(d)Hedging Obligations under Hedge Agreements (i) with a Lender or an Affiliate thereof which provide protection against fluctuations in interest rates and (ii) which are approved by the Administrative Agent which provide protection against fluctuations in currency exchange rates or commodity prices and, in each case, are not for speculation;

(e)Debt described on Schedule 12.1, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;

(f)Debt of the UTi Group Companies (other than the Borrower and the Target Group Companies), which is (i) outstanding on the date hereof and (ii) set out on Schedule 12.1 (A) on the date hereof, for such Debt that is outstanding as of January 31, 2006 and (B) on the date falling fourteen (14) days after the date hereof, for such Debt that is outstanding as of the date of this Agreement (provided that the Administrative Agent has given its confirmation in accordance Section 11.11), and any extensions, renewals or refinancings thereof so long as the principal amount;

(g)Debt of the UTi Group Companies (or any of them) (other than Worldwide and any Target Group Company) not otherwise permitted by this Section 12.1, the aggregate amount of which for all such UTi Group Companies does not exceed $10,000,000.00 (or its equivalent in other currencies).

12.2Liens. Not, and not permit any Subsidiary to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a)Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in conformity with GAAP;

(b)Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in conformity with GAAP;

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(c)Liens existing as of the date hereof and arising in connection with Debt permitted by Sections 12.1(f);

(d)	Liens arising in connection with Section 12.1(g);
(e)	Liens described on Schedule 12.2 as of the Closing Date;

(f)(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired;

(g)attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding in aggregate $5,000,000.00 arising in connection with any court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;

(h)easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any UTi Group Company;

(i) Liens arising under the Loan Documents;

(j)the replacement, extension or renewal of any Lien permitted by clause (c), (d) or (e) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(k) Liens in favor of CASS created pursuant to the CASS Agreement; and

(l)landlord liens in the ordinary course of business and attaching only to the property on the land being leased for up to not more than the amount of past due rent on such land.

12.3Operating Leases. Not permit the aggregate amount of all rental payments under Operating Leases made (or scheduled to be made) by the UTi Group Companies (on a consolidated basis) to exceed $120,000,000 in any Fiscal Year.

12.4Restricted Payments. Not, and not permit any Subsidiary to, (a) make any distribution to any holders of its Capital Securities, other than (i) up to $10,000,000.00 in aggregate during the Fiscal Year 2007 to the shareholders of Worldwide, (ii) up to $5,000,000.00 in aggregate during any Fiscal Year ending January 31 of the relevant calendar year to the shareholders of the UTi Group Companies taken as a whole who are UTi Group Companies but are not Loan Parties (other than shareholders of Worldwide) and (iii) from one Loan Party to another Loan Party, (b) purchase or redeem any of its Capital Securities, other than any purchase or redemption the proceeds of which are received and kept by a Loan Party, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any debt which is subordinate to the Obligations, (e) prepay any Debt for borrowed money (other than the

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Obligations and intercompany indebtedness permitted to be incurred hereunder) or (f) set aside funds for any of the foregoing.

12.5Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, (a) except as otherwise permitted by Section 12.11(f) or (g), be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), or (c) sell or assign with or without recourse any receivables, except for any merger, consolidation or sale of all or substantially all of the assets of or by any Loan Party with and into or to any other Loan Party.

12.6Modification of Organizational Documents. Not, and not permit any Subsidiary to, permit its memorandum and articles of association, certificate of incorporation, charter, by-laws or other organizational documents to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders; not change, or allow any Loan Party to change, its state or jurisdiction of formation or its organizational form.

12.7Transactions with Affiliates. Not, and not permit any Subsidiary to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates, other than any transaction with another UTi Group Company that is not a Loan Party in the ordinary course of the UTi Group Companies’ business as currently conducted or any transaction with an Affiliate disclosed in a SEC filing.

12.8Unconditional Purchase Obligations. Not, and not permit any Subsidiary to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

12.9Inconsistent Agreements. Not, and not permit any Subsidiary to, enter into any agreement, or an amendment, a supplement or any other modification to an agreement entered into before the date of this Agreement, containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to any Loan Party or any other Subsidiary, or pay any Debt owed to any Loan Party or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

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12.10Business Activities; Issuance of Equity. Not, and not permit any Subsidiary to, engage in any line of business other than the businesses engaged in on the date hereof and businesses reasonably related thereto. Not permit InTransit International Inc. to engage in any business or activity or to own, legally or beneficially, any assets or property. Except as set forth on Schedule 6.1.2(b), not, and not permit any other Loan Party to, issue any Capital Securities other than any issuance by a Loan Party to another Loan Party or another Subsidiary in accordance with Section 12.5. Notwithstanding anything to the contrary in this Agreement, (i) in the case of the Borrower and each Target Group Company, not and (ii) in the case of each Loan Party, not permit the Borrower or any Target Group Company to, issue or suffer to exist any preferred or preference shares (including any Series A Preferred Stock or any Series B Preferred Stock (as defined in the articles of incorporation of Target)), to enter into any shareholders agreement or any other agreement granting pre-emptive or other rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower or any Target Group Company or to exercise any pre-emptive rights.

12.11Investments. Not, and not permit any Subsidiary to, make or permit to exist any Investment in any other Person, except the following:

(a)	contributions by any Loan Party to the capital of any other Loan Party;
(b)	Investments constituting Debt permitted by Section 12.1;
(c)	Cash Equivalent Investments;
(d)	bank deposits in the ordinary course of business;

(e)Investments which are (i) outstanding on the date hereof and (ii) set out on Schedule 12.11(e) (A) on the date hereof, for such Investments that are outstanding as of January 31, 2006 and (B) on the date falling fourteen (14) days after the date hereof, for such Investments that are outstanding as of the date of this Agreement (provided that the Administrative Agent has given its confirmation in accordance Section 11.11);

(f)an Investment described on Schedule 12.11(f) after the satisfaction of the conditions set out on Schedule 12.11(f);

(g)an Acquisition or Acquisitions on arm’s length terms by any UTi Group Company not otherwise permitted by this Section 12.11 in an aggregate amount of not more than $20,000,000.00; and

(h)an Investment or Investments on arm’s length terms by any UTi Group Company not otherwise permitted by this Section 12.11 in an aggregate amount of not more than $5,000,000.00; and

provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (b), (f), (g) or (h) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default exists.

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12.12Restriction of Amendments to Certain Documents. Not amend or otherwise modify, or waive any rights under, the Related Agreements and under the CASS Agreement.

12.13Fiscal Year. Not change its Fiscal Year; provided that the Target Companies may change their Fiscal Year to January 31..

12.14 Financial Covenants.

12.14.1Net Worth. Not permit Net Worth as of the end of any Fiscal Quarter in any Fiscal Year to be less than the sum of (i) Net Worth as at January 31, 2005, plus (ii) twenty-five percent (25%) of Consolidated Net Income for each Fiscal Year ending after January 31, 2005 (provided that such amount in clause (ii) shall be greater than zero).

12.14.2Interest Coverage Ratio. Not permit the Interest Coverage Ratio for the Computation Period ending on the most recent Fiscal Quarter to be less than 4.00:1.00.

12.14.3Total Debt to EBITDA Ratio. Not permit the Total Debt to EBITDA Ratio as of the last day of the Computation Period ending on the most recent Fiscal Quarter to exceed 2.50:1.00.

12.15Cancellation of Debt. Not, and not permit any Subsidiary to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of debts or claims between one UTi Group Company and another, and cancellation of debts or claims not to exceed in the aggregate $100,000.00 in any Fiscal Year.

12.16Creation of Subsidiaries. Not, and not permit any Subsidiary to, create any Subsidiary in any jurisdiction with which United States Persons are prohibited by law, rule, order or regulation to engage or conduct business.

12.17Guarantees. Not, and not permit any Subsidiary to, incur or allow to be outstanding any guarantee in respect of any Person, except:

(a)any guarantee arising under, or expressly allowed by, this Agreement or any other Collateral Document;

(b)any guarantee comprising a netting or set-off arrangement entered into by any Loan Party in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances;

(c) the endorsement of negotiable instruments and in the ordinary course of trade

(d)guarantees in respect of the Debt of any other Loan Party which are allowed under this Agreement;

(e)guarantees of the UTi Group Companies (other than Borrower and the Target Group Companies) which is (i) outstanding on the date hereof and (ii) set out on Schedule 12.17 (A) on the date hereof, for such guarantees that are outstanding as of January 31, 2006 and (B) on the date falling fourteen (14) days after the date hereof, for such guarantees that are outstanding as of the date of this Agreement (provided that the Administrative Agent has given its confirmation in

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accordance Section 11.11), and any extensions, renewals or refinancings thereof so long as the principal amount thereof is not increased; or

(f)guarantees not otherwise allowed under this Section 12.17 under which the aggregate liability (actual or contingent) of the UTi Group Companies (other than Worldwide and any Target Group Company) does not exceed $10,000,000.00.

For purposes of this Section 12.14, a “guarantee” includes an indemnity or other assurance against loss; or

12.18Asset Dispositions. Not, and not permit any Subsidiary to, permit any Asset Disposition unless the Disposition is made on arm’s length terms and not less than seventy-five percent (75%) of the value of the total consideration for the disposal is payable in cash at or before the time of the disposal.

12.19Double Negative Pledge. Not (in the case of the Borrower and each Target Group Company) enter into any agreement, or an amendment, a supplement or any other modification of an agreement entered into before the date of this Agreement, containing any provision which constitutes or has the effect of a negative pledge over the assets of the Borrower or any Target Group Company.

Section 13 Effectiveness; Conditions of Lending, etc.

The obligation of each Lender to make its Term Loans is subject to the following conditions precedent:

13.1Initial Credit Extension. The obligation of the Lenders to make the initial Term Loans is, in addition to the conditions precedent specified in Section 13.2, subject to the conditions precedent that (a) all Debt of the Loan Parties and the Target Group Companies (other than Debt incurred under this Agreement) has been Repaid (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received (i) evidence, reasonably satisfactory to the Administrative Agent, that the Borrower has completed, or concurrently with the initial credit extension hereunder will complete, the Related Transactions in accordance with applicable law and the terms of the Related Agreements (without any material amendment, supplement or other modification thereto or waiver thereunder unless consented to by the Lenders); and (ii) all of the following, each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and the Lenders is called the “Closing Date”):

13.1.1 Notes. A Note for each Lender.

13.1.2Authorization Documents. (a) For each Loan Party (other than Holdings), such Person’s (i) memorandum and articles of association, certificate of incorporation charter (or similar formation document), certified by the appropriate governmental authority; (ii) if applicable, long-form good standing certificates in its jurisdiction of incorporation (or organization), in each state where it is qualified to do business and in each other state requested by the Administrative

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Agent; (iii) bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (v) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

(b)For Holdings, (i) a copy of its (A) articles of association (statuten) and (B) deed of incorporation (akte van oprichting) deposited in each case with the relevant Trade Register of the Chamber of Commerce; (ii) an extract of its registration in the Trade Register of the Chamber of Commerce; (iii) resolutions of its managing board approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and, if applicable, including a confirmation that it does not have a works council (ondernemingsraad) having jurisdiction over the transactions contemplated by the Loan Documents; (iv) resolution of its supervisory board approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party, if applicable; (v) resolution of the sole shareholder of Holdings (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and (B) if there is a conflict of interest (tegenstrijdig belang) designating each member of the managing board of Holdings and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by the Loan Documents to which it is a party, as a special representative; (vi) an unconditional positive works council advice (advies) in respect of the transactions contemplated by the Loan Documents to which it is a party, if applicable; and (vii) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by two of its directors as being in full force and effect without modification.

(c)A copy of the constitutional documents of any Loan Party whose Capital Securities are subject to a Lien under the Collateral Documents, together with any resolutions of the shareholders and/or board of directors, as appropriate, of such Loan Party adopting such changes to the constitutional documents of such Loan Party as the Administrative Agent requires to remove any restriction on the transfer of Capital Securities of such Loan Party pursuant to any enforcement of any such Collateral Document), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

13.1.3Consents, etc. Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by any UTi Group Company of the documents referred to in this Section 13.

13.1.4Letter of Direction. A letter of direction containing funds flow information with respect to the proceeds of the Term Loans on the Closing Date.

13.1.5Loan Documents. A counterpart of each Loan Document executed by any UTi Group Company, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

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13.1.6Opinions of Counsel. Opinions of counsel for each Loan Party, including local counsel reasonably requested by the Administrative Agent, and all other opinions issued pursuant to the Related Transactions.

13.1.7Insurance. Evidence of the existence of insurance required to be maintained pursuant to Section 11.3(b), together with evidence that the Administrative Agent has been named as a lender’s loss payee and an additional insured on all insurance policies of the Borrower.

13.1.8Copies of Documents. Copies of the Related Agreements certified by an officer of the Borrower as being true, accurate and complete.

13.1.9Payment of Fees. Evidence of payment by the Loan Parties of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date, together with all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date (including pursuant to the Agent Fee Letter), plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the Administrative Agent through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Loan Parties and the Administrative Agent).

13.1.10Solvency Certificate.A Solvency Certificate executed by the chief financial officer ofWorldwide which shall certify the solvency of Worldwide and its Subsidiaries on a consolidated basis, Holdings individually, the Borrower and its Subsidiaries on a consolidated basis, and the Target and its Subsidiaries on a consolidated basis, in each case on the Closing Date and immediately both before and after giving effect to the Target Acquisition, the borrowing and guarantees under the Loan Documents and the use of proceeds therefrom.

13.1.11Projections.(a) A consolidated projected balance sheet, income statement and cash flow statement of the UTi Group Companies prepared by Worldwide as at the Closing Date, adjusted to give effect to the consummation of the Related Transactions, the financings contemplated hereby and the use of the proceeds therefrom as if such transactions had occurred on such date, consistent in all material respects with the sources and uses of cash as previously described to the Lenders and the forecasts previously provided to the Lenders.

(b)The Administrative Agent and the Lenders shall have received consolidated projected income statement prepared by Worldwide for the Target Group Companies as a stand-alone consolidated group.

13.1.12Environmental Reports. Environmental site assessment reports and environmental audit with respect to certain real property owned or leased by any Loan Party requested by the Administrative Agent.

13.1.13 Search Results; Lien Terminations. Certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters evidencing repayment in full of all Debt to be Repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing (other than

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Permitted Liens) and (c) such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request. Certified copies of tax and judgment lien search reports dated a date reasonably near to the Closing Date, listing no effective tax liens and judgment liens which name any Loan Party (under their present names and any previous names) as debtors.

13.1.14Filings, Registrations and Recordings. The Administrative Agent shall have received each document and instrument (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior to any other Liens (subject only to Permitted Liens), in proper form for filing, registration or recording or perfection by possession as appropriate.

13.1.15Closing Certificate, Consents and Permits. A certificate executed by a Senior Officer of Worldwide on behalf of the Loan Parties certifying (a) the matters set forth in Section 13.2 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by any UTi Group Company in connection with the Related Transactions have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Related Transactions have been obtained.

13.1.16 Financial Statements.

(a)(i) Audited consolidated financial statements (including balance sheets, statements of income and cash flow and unqualified opinions of such companies’ national certified public accounting firm) for the UTi Group Companies for the Fiscal Years ended January 31, 2003, January 31, 2004 and January 31, 2005, in each case prepared in accordance with GAAP consistently applied and (ii) unaudited consolidated quarterly financial statements (including balance sheets, statements of income and cash flow) for the UTi Group Companies for each Fiscal Quarter ended after January 31, 2005, in each case prepared in accordance with GAAP consistently applied.

(b)(i) Audited consolidated financial statements for the Target Group Companies for the fiscal years ending December 31, 2002, December 31, 2003 and December 31, 2004 and (ii) unaudited interim consolidated financial statements for the Target Group Companies for each fiscal quarterly period ended after December 31, 2004. To the extent Closing Date financial statements are delivered in connection with the Target Acquisition, the Administrative Agent shall have received such financial statements, in form and substance satisfactory to the Administrative Agent.

13.1.17Private Placement; Revolving Credit Facility. Agreed upon term sheets for the Private Placement and the Revolving Credit Facility, as well as executed copies of the attendant engagement letter for the Private Placement and mandate letter for the Revolving Credit Facility.

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13.1.18 Material Adverse Change.

(a)The Administrative Agent shall be satisfied that, since January 31, 2005, there has been no material adverse change in the business, assets, liabilities, properties, condition (financial or otherwise), results of operations or prospects of the UTi Group Companies (excluding the Target Group Companies).

(b)The Administrative Agent shall be satisfied that, since December 31, 2004, there has been no material adverse change in the business, assets, liabilities, properties, condition (financial or otherwise), results of operations or prospects of the Target Group Companies.

13.1.19Due Diligence. The Administrative Agent shall be satisfied with the results of its due diligence. The Administrative Agent and Lenders are to be provided with copies of the due diligence reports prepared by Worldwide’s advisers in connection with the Target Acquisition.

13.1.20Approvals. The UTi Group Companies shall have obtained all governmental and third party approvals necessary in connection with the Target Acquisition, the financing contemplated by this Agreement and the continuing operations of the UTi Group Companies, on terms reasonably satisfactory to the Administrative Agent, and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Target Acquisition or the financing thereof contemplated by this Agreement, except for such governmental and third party approvals the failure to obtain which could not individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities, properties, results of operations or prospects of the UTi Group Companies taken as a whole or any Loan Party.

13.1.21Capitalization. The capitalization and structure of the Loan Parties and the Target Group Companies after the Target Acquisition shall be reasonably satisfactory to the Administrative Agent in all respects.

13.1.22Pro Forma. A consolidated pro forma balance sheet of the UTi Group Companies and a pro forma consolidated balance sheet of the Borrower and its Subsidiaries, in each case as at the date of the most recent consolidated balance sheet delivered pursuant to Sections 13.1.17(a)and (b), respectively, above adjusted to give effect to the consummation of the Target Acquisition and the financings contemplated hereby as if such transactions had occurred on such date, which is consistent in all material respects with the sources and uses of cash for the Target Acquisition previously described to the Administrative Agent and the forecasts previously provided to the Administrative Agent.

13.1.23Structure Chart. A copy of an up-to-date structure chart for the UTi Group Companies certified by a Senior Officer of Worldwide.

13.1.24Other. Such other documents, agreements, certificates and opinions as the Administrative Agent or any Lender may request.

13.2Conditions. The obligation of each Lender to make each Term Loan is subject to the further conditions precedent that on the Closing Date and immediately both before and after

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giving effect to the Target Acquisition, the borrowing and guarantees under the Loan Documents and the use of proceeds therefrom:

(a)the representations and warranties of each UTi Group Company set forth in this Agreement and the other Loan Documents shall be true and correct in all respects with the same effect as if then made; and

(b)no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

Section 14 Events of Default and Their Effect.

14.1Events of Default. Each of the following shall constitute an Event of Default under this Agreement:

14.2Non-Payment of the Term Loans, etc. Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five days, in the payment when due of any interest, fee, reimbursement obligation with respect to any amount payable by any Loan Party hereunder or under any other Loan Document.

14.2.1Non-Payment of Other Debt. Any default shall occur under the terms applicable to any Debt of any UTi Group Company in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding, in the case of Worldwide, $10,000,000.00 and, in the case of any other UTi Group Company, $5,000,000.00 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require any UTi Group Company to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

14.2.2Other Material Obligations. Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any UTi Group Company with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect.

14.2.3Bankruptcy, Insolvency, etc. Any UTi Group Company becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or any UTi Group Company applies for, consents to, or acquiesces in the appointment of a trustee, administrative receiver, receiver or other custodian for such UTi Group Company or any property thereof, or makes a general assignment or arrangement for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, administrative receiver, receiver or other custodian is appointed for any UTi Group Company or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other analogous step, case or proceeding under any bankruptcy or insolvency law of any jurisdiction, or any dissolution, winding-up or liquidation proceeding, is commenced in respect of any UTi Group Company, and if such case or proceeding is not commenced by such UTi Group Company, it is consented to or acquiesced in by such UTi Group Company, or remains for

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60 days undismissed; or any UTi Group Company takes any action to authorize, or in furtherance of, any of the foregoing.

14.2.4Non-Compliance with Loan Documents. (a) Failure by any UTi Group Company to comply with or to perform any covenant set forth in Sections 11.1.5, 11.3(b) or 11.5 or Section 12 or comply with paragraph 8 of the Mandate Letter; or (b) failure by any UTi Group Company to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 14) and continuance of such failure described in this clause (b) for 30 days.

14.2.5Representations; Warranties. Any representation or warranty made by any UTi Group Company herein or in any other Loan Document or certificate delivered pursuant hereto or thereto or in connection herewith or therewith is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any UTi Group Company to the Administrative Agent or any Lender in connection herewith or therewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

14.2.6Pension Plans and Multiemployer Pension Plans. (a) Any Person institutes steps to terminate a Pension Plan if as a result of such termination any UTi Group Company or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $1,000,000.00; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; (c) the Unfunded Liability exceeds twenty percent of the Total Plan Liability, or (d) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that any UTi Group Company or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $1,000,000.00.

14.2.7Judgments. Final judgments which exceed an aggregate of, in the case of Worldwide, $10,000,000.00 and, in the case of any UTi Group Company, $5,000,000.00 shall be rendered against any UTi Group Company and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 days after entry or filing of such judgments.

14.2.8Invalidity of Collateral Documents, etc. Any Collateral Document shall cease to be in full force and effect, including failing or ceasing to create a valid, enforceable and continuing first priority perfected security interest in the Collateral, subject only to Permitted Liens; or any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Collateral Document. Any part of the Administrative Agent’s security interest in the Collateral or the Administrative Agent’s rights under any Collateral Document is impaired.

14.2.9Invalidity of Subordination Provisions, etc. Any subordination provision in any document or instrument (including, for the avoidance of doubt, the Subordination Agreement) governing any Debt of any Loan Party intended to be expressly subordinated to the Obligations or any subordination provision in any guaranty by any Subsidiary of any such Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any such

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applicable subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.

14.2.10 Change of Control. A Change of Control shall occur.

14.2.11Material Adverse Effect. The occurrence of any event having a Material Adverse Effect.

14.3Effect of Event of Default. If any Event of Default described in Section 14.1.4 with respect to any Loan Party shall occur in respect of the Borrower, the Commitments shall immediately terminate and the Term Loans and all other Obligations hereunder shall become immediately due and payable, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Term Loans and all other Obligations hereunder to be due and payable, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Term Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.

Section 15 The Agent.

15.1Appointment and Authorization. Each Lender hereby irrevocably (subject to Section 15.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

15.2Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects in the absence of gross negligence or willful misconduct.

15.3Exculpation of Administrative Agent. None of the Administrative Agent nor any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to

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be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any UTi Group Company or Affiliate of any UTi Group Company, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of the Borrower or any other party to any Loan Document to perform its Obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any UTi Group Company or its Affiliates.

15.4Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate (or such greater percentage or number of the Lenders as shall be required under this Agreement) and, if it so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (or such greater percentage or number of the Lenders as shall be required under this Agreement). The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater percentage or number of the Lenders as shall be required under this Agreement) and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. For purposes of determining compliance with the conditions specified in Section 13, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

15.5Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or any Loan Party referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a

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“notice of default”. The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as may be requested by the Required Lenders in accordance with Section 14; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable or in the best interest of the Lenders.

15.6Credit Decision. Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the UTi Group Companies, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of each UTi Group Company. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of any UTi Group Company which may come into the possession of the Administrative Agent.

15.7Indemnification. Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of the Loan Parties to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders (or such greater percentage or number of the Lenders as shall be required under this Agreement) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 15.7. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out of pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the

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Loan Parties. The undertaking in this Section 15.7 shall survive repayment of the Term Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.

15.8Administrative Agent in Individual Capacity. LaSalle and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the UTi Group Companies and their Affiliates as though LaSalle were not the Administrative Agent hereunder and without notice to or, except as required hereby, consent of any Lender. Each Lender acknowledges that, pursuant to such activities, LaSalle or its Affiliates may receive information regarding the UTi Group Companies or their Affiliates (including information that may be subject to confidentiality obligations in favor of a UTi Group Company or such Affiliates) and acknowledges that the Administrative Agent shall be under no obligation to provide such information to them. With respect to their Term Loans (if any), LaSalle and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though LaSalle were not the Administrative Agent, and the terms “Lender” and “Lenders” include LaSalle and its Affiliates, to the extent applicable, in their individual capacities.

15.9Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Worldwide (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Worldwide, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 15 and Sections 16.5 and 16.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

15.10Collateral Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under any Collateral Document (i) upon termination of the Commitments and payment in full of all Term Loans and all other Obligations; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii) subject to Section 16.1, if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 12.2(d)(i) or (d)(ii) (it being understood that the Administrative Agent may

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conclusively rely on a certificate from any Loan Party in determining whether the Debt secured by any such Lien is permitted by Section 12.1(b)). Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 15.11.

15.11Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 5, 16.5 and 16.17) allowed in such judicial proceedings; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5, 16.5 and 16.17.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

15.12Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

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Section 16 General.

16.1Waiver; Amendments. No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Term Loans payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Term Loan, the rate of interest thereon or on any other Obligation or any fees payable hereunder, without the consent of each Lender directly affected thereby; or (d) release any party from its obligations under Section 9or all or any substantial part of the Collateral granted under the Collateral Documents (unless otherwise permitted herein or in any other Loan Document), change the definition of Required Lenders or any provision of this Section 16.1, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Term Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 15 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

16.2Confirmations. The Borrower and each holder of a Note agree from time to time, upon written request received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Term Loans then outstanding under such Note.

16.3Notices. Except as otherwise provided in Sections 2.2.2 and 2.2.3, all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to the applicable party at its address shown on Annex B or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent with confirmation of transmission; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received. For purposes of Sections 2.2.2 and 2.2.3, the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an authorized officer or employee of the Borrower, and each Loan Party, jointly and severally, shall hold the Administrative Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.

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16.4Computations. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied; provided that if any Loan Party notifies the Administrative Agent that such Loan Party wishes to amend any covenant in Sections 11 or 12.14 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies any Loan Party that the Required Lenders wish to amend Sections 11 or 12.14 (or any related definition) for such purpose), then such Loan Party’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to such Loan Party and the Required Lenders.

16.5Costs, Expenses and Taxes. The Loan Parties, jointly and severally, agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including Attorney Costs and any Taxes) in connection with the preparation, due diligence, execution, syndication, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any Taxes) incurred by the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof. In addition, the Loan Parties, jointly and severally, agree to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of any UTi Group Company’s auditors in connection with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 11.2. All Obligations provided for in this Section 16.5 shall survive repayment of the Term Loans, cancellation of the Notes and termination of this Agreement.

16.6 Assignments; Participations.

16.6.1Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent and, so long as no Event of Default exists, Worldwide (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Term Loans held by the assigning Lender. The Loan Parties and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee from such Assignee of $3,500. No assignment may be made to any Person if at the time of such assignment

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the Loan Parties would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Loan Parties are then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Loan Parties will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 16.6.1 shall be treated as the sale of a participation under Section 16.6.2. Worldwide shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Worldwide has expressly objected to such assignment within three Business Days after notice thereof.

(b)From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, the Borrower shall execute and deliver to the Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note or Notes in the respective principal amounts of the Assignee’s and, if applicable, the assigning Lender’s respective Pro Rata Share of the principal amount of the Assignee’s Term Loans (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Term Loans retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to the Borrower any prior Note held by it.

(c)Any Lender may at any time pledge or assign or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment or grant to secure obligations to a Federal Reserve Bank, and this Section 16.6.1 shall not apply to any such pledge or assignment or grant of a security interest; provided that no such pledge or assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

16.6.2Participations. Any Lender may at any time sell to one or more Persons participating interests in its Term Loans, Commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) the Borrower, the other Loan Parties and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by the Loan Parties shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 16.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. The Loan Parties agree that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided

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that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 7.5. Each Loan Party also agrees that each Participant shall be entitled to the benefits of Section 7.6 and 8 as if it were a Lender (provided that on the date of the participation no Participant shall be entitled to any greater compensation pursuant to Section 7.6 or 8 than would have been paid to the participating Lender on such date if no participation had been sold and that each Participant complies with Section 7.6(d) as if it were an Assignee).

16.7Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of the interests in the Term Loans. The Administrative Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. The Register shall be available for inspections by the Borrower and each Lender during normal business hours upon reasonable prior written notice to the Administrative Agent.

16.8Governing Law. THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,INCLUDING SECTION5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ANY OTHER CONFLICT OF LAW RULES THAT WOULD LEAD TO THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

16.9Confidentiality. As required by federal law and the Administrative Agent’s policies and practices, the Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. The Administrative Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts the Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information provided to them by any Loan Party, except that the Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by the Administrative Agent or such Lender in evaluating, approving, structuring or administering the Term Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 16.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any

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Affiliate of the Administrative Agent or any other Lender who may provide Bank Products to the Loan Parties; or (h) that ceases to be confidential through no fault of the Administrative Agent or any Lender. Notwithstanding the foregoing, each Loan Party consents to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

16.10 Reserved.

16.11Severability. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or unenforceable or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition, unenforceability or invalidity, without making illegal or unenforceable or invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of each Loan Party and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.

16.12Nature of Remedies. All Obligations of each Loan Party and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16.13Entire Agreement. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described in Section 5.3) and any prior arrangements made with respect to the payment by any Loan Party of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or the Lenders.

16.14Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders shall deemed to be originals.

16.15Successors and Assigns. This Agreement shall be binding upon the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of each Lender and the Administrative Agent and the successors and assigns of the Lenders and the Administrative Agent. This Agreement shall be binding upon each Loan Party and their respective successors and permitted assigns, and shall inure to the benefit of each Loan Party, and each one of them, and all Loan Parties, their respective, administrators, successors and assigns shall be jointly

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and severally obligated under this Agreement. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. No Loan Party may assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer without such consent shall be null and void).

16.16Captions. Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

16.17Customer Identification - USA Patriot Act Notice. Each Lender and LaSalle (for itself and not on behalf of any other party) hereby notifies the Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or LaSalle, as applicable, to identify the Loan Parties in accordance with the Act.

16.18INDEMNIFICATION BY THE LOAN PARTIES. IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, THE LOAN PARTIES, JOINTLY AND SEVERALLY, HEREBY AGREE TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY FEES AND COSTS AND SETTLEMENT (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE TERM LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY UTi GROUP COMPANY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY UTi GROUP COMPANY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY UTi GROUP COMPANY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE

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LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE LOAN PARTIES, JOINTLY AND SEVERALLY, HEREBY AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION16.17 SHALL SURVIVE REPAYMENT OF THE TERM LOANS, CANCELLATION OF THE NOTES, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

16.19Nonliability of Lenders. The relationship between the Loan Parties on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and guarantor and lender. Neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any UTi Group Company arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to any UTi Group Company to review or inform any UTi Group Company of any matter in connection with any phase of any UTi Group Company’s business or operations. Each Loan Party agrees that neither the Administrative Agent nor any Lender shall have liability to any UTi Group Company (whether sounding in tort, contract or otherwise) for losses suffered by any UTi Group Company in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders

16.20Appointment of New York Process Agent. Each Loan Party irrevocably appoints Corporate Service Company of 1133 Avenue of the Americas, New York, NY 10036 as its agent for service of process in relation to any proceedings before any courts located in the State of New York in connection with this Agreement. Each Loan Party agrees to maintain an agent for service

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of process in New York City, New York for the term of this Agreement. Each Loan Party agrees that failure by a process agent to notify such Loan Party of the process will not invalidate the proceedings concerned. If the appointment of any person mentioned in this Section 16.19 ceases to be effective, each Loan Party must, as soon as reasonably practicable and in any event within seven days after such cessation, appoint a further person in New York City, New York on terms acceptable to the Administrative Agent, to accept service of process on its behalf in New York City, New York. If a Loan Party does not appoint a process agent in accordance with the foregoing sentence, such Loan Party authorizes the Administrative Agent to appoint a process agent for such Loan Party.

16.21FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT OR ANY LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION OR CONCURRENTLY IN MORE THAN ONE JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK COUNTY IN THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH LOAN PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE ON THE GROUNDS OF PERSONAL JURISDICTION, TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH LOAN PARTYAGREES THAT A JUDGMENT OR ORDER OF A NEW YORK STATE OR FEDERAL COURT IN CONNECTION WITH THIS AGREEMENT IS CONCLUSIVE AND BINDING ON IT AND MAY BE ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION.

16.22WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

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16.23Complete Agreement. This Agreement and the other Loan Documents contain the complete agreement between the parties on the matters to which they relate and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.

16.24OREGON LAW. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

[signature pages follow]

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The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

UTi (U.S.) LOGISTICS HOLDINGS INC.
By:	/s/ Suellen Rowe
Title:	Treasurer

UTi WORLDWIDE INC.
By:	/s/ Suellen Rowe
Title:	Authorized Signatory

UTi (NETHERLANDS) HOLDINGS B.V.
By:	/s/ Suellen Rowe
Title:	Authorized Signatory

LASALLE BANK NATIONAL ASSOCIATION,as Administrative Agent and as a Lender
By:	/s/ Lora Backofen
Title:    Senior Vice President

Signature Page to Credit Agreement