Amendment to Facility Agreement between Commerzbank AG and UTi Deutschland GmbH (September 3, 2013)
Commerzbank AG and UTi Deutschland GmbH, with reference to their parent company UTi Worldwide Inc., have agreed to amend certain financial covenant requirements under their Facility Agreement dated January 25/28, 2013. The amendment allows for specific adjustments to debt and EBITDA calculations, including continued adjustments for prepayment of notes, capital lease payments for a South African warehouse, and additional severance costs. These changes are effective as of July 31, 2013, and are conditional upon similar amendments being made to related note agreements and the effectiveness of a Second Amendment Agreement.
Exhibit 10.3
Commerzbank AG, Breite Str. 25, 40213 Düsseldorf | Mittelstand | |||
Christian Herget | ||||
UTi Deutschland GmbH | Postanschrift: | |||
Jacqueline Olivier | Breite Str. 25, 40213 Düsseldorf | |||
Rather Str. 78-80 | Telefon | 0211 ###-###-#### | ||
40476 Düsseldorf | Fax | 069 136-51902 | ||
***@*** |
September 3, 2013
Amendment Request
Letter of UTi Worldwide Inc. dated August 22, 2013, ref: Thomas R. Irving
Dear Ms. Olivier,
Your parent company, UTi Worldwide Inc., Long Beach/USA, has informed us that you will prospectively still not be in a position to comply with the Consolidated Total Debt/Consolidated EBITDA of not greater than 3.25x and the Minimum Debt Service Ratio of at least 2.5x for the twelve months period ended July 31, 2013, as prescribed by clause 5.1 of the Facility Agreement dated January 25/28, 2013.
Effective as of July 31, 2013, we hereby agree that (i) the adjustment for the prepayment of the 8.06% Senior Unsecured Guaranteed Notes due August 9, 2014 issued by UTi Worldwide Inc. on July 9, 2009 shall remain in place through the fiscal year 2014 as previously agreed by amendment dated June 5, 2013 to the Facility Agreement, (ii) the adjustment for the payment of up to U.S. $5,000,000 in interest and up to U.S. $1,500,000 in scheduled principal under a capital lease related to the warehouse facility in South Africa constructed for UTi Worldwide Inc. to support UTi Worldwide Inc.s pharmaceutical business in the region as previously agreed by amendment dated June 5, 2013 to the Facility Agreement shall be extended beyond the first and second quarters of the fiscal year 2014 until the transfer of that certain warehouse facility to UTi occurs, (iii) the amount of the capital lease for that certain warehouse facility (approximately USD 58 million at July 31, 2013 exchange rates) shall be deducted from borrowings when computing the Consolidated Total Debt Coverage Ratio and such adjustment shall be in place until the transfer of that certain warehouse facility to UTi and (iv) an adjustment for the calculation of EBITDA shall be permitted for the next four quarters (Q2 fiscal year 2014 through Q1 fiscal year 2015) that permits the inclusion of additional severance costs, especially in those countries where significant serverance payments are the norm, incurred by further actions taken by UTi to reduce costs by USD 50 to 60 million.
This amendment is subject to the conditions precedent that (i) an amendment in substantially the form provided herein will also be declared by the holders of the U.S.$ 150,000,000 4.10% Senior Unsecured
Vorsitzender des Aufsichtsrats: Klaus-Peter Müller Vorstand: Martin Blessing (Vorsitzender), Frank Annuscheit, Markus Beumer, Stephan Engels. Jochen Klösges, Michael Reuther, Stefan Schmittmann, Ulrich Sieber, Martin Zielke | Commerzbank Aktiengesellschaft, Frankfurt am Main Handelsregister: Amtsgericht Frankfurt am Main, HRB 32000 USt-ldNr.: DE 114 103 514 | |
Seite 2 | 3. September 2013 | Mittelstand |
Guaranteed Notes, Series A, due February 1, 2022 and the U.S.$ 50,000,000 3.50% Senior Unsecured Guaranteed Notes, Series B, due February 1, 2020 under the Note Purchase Agreement dated January 25, 2013 as the same is amended by First Amendment Agreement and on or about the date hereof by Second Amendment Agreement, a draft of which has been received by us, and (ii) said Second Amendment Agreement has become effective.
Yours sincerely | ||||
Commerzbank AG | ||||
/s/ Ingo Massenberg | /s/ Christian Herget | |||
Ingo Massenberg | Christian Herget |