EXHIBIT 10.1
November 23, 2004
UTi WORLDWIDE INC.
9 Columbus Centre, Pelican Drive
Road Town, Tortola
British Virgin Islands
Re: REGISTRATION RIGHTS AGREEMENT
Ladies and Gentlemen:
Supply Solutions Limited ("SSL"), a British Virgin Islands corporation, proposes to merge (the "MERGER") with
United Service Technologies Limited ("UNISERV") as set forth in the plan of merger (the "PLAN OF
MERGER") in terms of the International Business Act 1984 (Cap 291) of the British Virgin Islands. In
connection with the Merger, SSL will enter into certain Credit Agreements (collectively, the "CREDIT
FACILITIES"), each dated as of November 23, 2004, between SSL and each of the dealers separately
identified to UTi (as defined below) by Uniserv (together, the "DEALERS"). Upon the consummation of the
Merger, Uniserv will assume all the obligations under the Credit Facilities and the Dealers, subject to the
conditions set forth therein, will make certain loans (collectively, the "LOANS") thereunder in order to provide
certain funds for the Merger.
Among the conditions precedent set forth in the Credit Facilities prior to the making any of the Loans, are that
Uniserv shall have (i) entered into certain collar transactions (the "COLLARS") between itself and each of the
Dealers relating to ordinary shares, no par value per share (the "SHARES"), of UTi Worldwide Inc. ("UTi"), (ii)
satisfied the collateral requirements under the Credit Facilities by, among other things, pledging the aggregate
number of Shares underlying the Collars, which such number of Shares will not exceed 6,621,188 Shares, or up
to 7,613,217 Shares if the Dealers exercise their option to increase the size of the Collars as set forth therein
(such amount, as it may be increased, (collectively, the "NUMBER OF SHARES") and (iii) consummated
transactions relating to the Offered Shares (as defined below), as described in the next succeeding paragraph. It
is expected that Uniserv will satisfy the collateral requirement described in clause (i