Exhibit 4.3


 


CONFORMED COPY


 




 





 


UNITED STATIONERS SUPPLY CO.

UNITED STATIONERS INC.


 


 






 


MASTER NOTE PURCHASE AGREEMENT


 






 


 


Dated as of October 15, 2007


 


 


$1,000,000,000 Aggregate Principal Amount


Secured Senior Notes Issuable in Series


 


 


Initial Issuance of


$135,000,000 Floating Rate Secured Senior
Notes


Series 2007-A, due October 15, 2014


 




 





PPN: 913008 A*9


 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  AUTHORIZATION OF NOTES

  	
   

  	
  1

  
	
   

  	
  1.1

  	
  Description of Notes to be Issued

  	
   

  	
  1

  
	
   

  	
  1.2

  	
  Additional Series of Notes

  	
   

  	
  1

  
	
   

  	
  1.3

  	
  Security for the Notes

  	
   

  	
  2

  
	
   

  	
  1.4

  	
  Floating Interest Rate Provisions for Floating Rate Notes

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND PURCHASE OF NOTES

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CLOSING

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  CONDITIONS TO CLOSING

  	
   

  	
  4

  
	
   

  	
  4.1

  	
  Representations and Warranties

  	
   

  	
  5

  
	
   

  	
  4.2

  	
  Performance; No Default

  	
   

  	
  5

  
	
   

  	
  4.3

  	
  Compliance Certificates

  	
   

  	
  5

  
	
   

  	
  4.4

  	
  Opinions of Counsel

  	
   

  	
  5

  
	
   

  	
  4.5

  	
  Purchase Permitted By Applicable Law, etc.

  	
   

  	
  5

  
	
   

  	
  4.6

  	
  Sale of Other Notes

  	
   

  	
  6

  
	
   

  	
  4.7

  	
  Payment of Special Counsel Fees

  	
   

  	
  6

  
	
   

  	
  4.8

  	
  Private Placement Number

  	
   

  	
  6

  
	
   

  	
  4.9

  	
  Changes in Corporate Structure

  	
   

  	
  6

  
	
   

  	
  4.10

  	
  Parent Guaranty

  	
   

  	
  6

  
	
   

  	
  4.11

  	
  Subsidiary Guaranty

  	
   

  	
  6

  
	
   

  	
  4.12

  	
  Collateral Documents

  	
   

  	
  6

  
	
   

  	
  4.13

  	
  Intercreditor Agreement

  	
   

  	
  7

  
	
   

  	
  4.14

  	
  Funding Instructions

  	
   

  	
  7

  
	
   

  	
  4.15

  	
  Proceedings and Documents

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  	
   

  	
  7

  
	
   

  	
  5.1

  	
  Organization; Power and Authority

  	
   

  	
  7

  
	
   

  	
  5.2

  	
  Authorization, etc.

  	
   

  	
  8

  
	
   

  	
  5.3

  	
  Disclosure

  	
   

  	
  8

  
	
   

  	
  5.4

  	
  Organization and Ownership of Shares of Subsidiaries

  	
   

  	
  9

  
	
   

  	
  5.5

  	
  Financial Statements; Material Liabilities

  	
   

  	
  9

  
	
   

  	
  5.6

  	
  Compliance with Laws, Other Instruments, etc.

  	
   

  	
  10

  
	
   

  	
  5.7

  	
  Governmental Authorizations, etc.

  	
   

  	
  11

  
	
   

  	
  5.8

  	
  Litigation; Observance of Statutes and Orders

  	
   

  	
  11

  
	
   

  	
  5.9

  	
  Taxes

  	
   

  	
  11

  
	
   

  	
  5.10

  	
  Title to Property; Leases

  	
   

  	
  12

  
	
   

  	
  5.11

  	
  Licenses, Permits, etc.

  	
   

  	
  12

  
	
   

  	
  5.12

  	
  Compliance with ERISA

  	
   

  	
  12

  
	
   

  	
  5.13

  	
  Private Offering by the Company

  	
   

  	
  13

  
	
   

  	
  5.14

  	
  Use of Proceeds; Margin Regulations

  	
   

  	
  13

  
						



 


i

















 


	
   

  	
  5.15

  	
  Existing Indebtedness; Future Liens

  	
   

  	
  14

  
	
   

  	
  5.16

  	
  Foreign Assets Control Regulations, etc.

  	
   

  	
  14

  
	
   

  	
  5.17

  	
  Status under Certain Statutes

  	
   

  	
  15

  
	
   

  	
  5.18

  	
  Environmental Matters

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS OF THE PURCHASERS.

  	
   

  	
  15

  
	
   

  	
  6.1

  	
  Purchase for Investment

  	
   

  	
  15

  
	
   

  	
  6.2

  	
  Source of Funds

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  INFORMATION AS TO PARENT.

  	
   

  	
  17

  
	
   

  	
  7.1

  	
  Financial and Business Information

  	
   

  	
  17

  
	
   

  	
  7.2

  	
  Officer’s Certificate

  	
   

  	
  20

  
	
   

  	
  7.3

  	
  Electronic Delivery

  	
   

  	
  20

  
	
   

  	
  7.4

  	
  Visitation

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  PREPAYMENT OF THE NOTES.

  	
   

  	
  21

  
	
   

  	
  8.1

  	
  Required Prepayments

  	
   

  	
  21

  
	
   

  	
  8.2

  	
  Optional Prepayments

  	
   

  	
  21

  
	
   

  	
  8.3

  	
  Mandatory Offer to Prepay Upon Change of Control

  	
   

  	
  22

  
	
   

  	
  8.4

  	
  Allocation of Partial Prepayments

  	
   

  	
  24

  
	
   

  	
  8.5

  	
  Maturity; Surrender, etc.

  	
   

  	
  24

  
	
   

  	
  8.6

  	
  Purchase of Notes

  	
   

  	
  24

  
	
   

  	
  8.7

  	
  Make-Whole Amount

  	
   

  	
  25

  
	
   

  	
  8.8

  	
  LIBOR Breakage Amount

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  AFFIRMATIVE COVENANTS.

  	
   

  	
  26

  
	
   

  	
  9.1

  	
  Compliance with Law

  	
   

  	
  26

  
	
   

  	
  9.2

  	
  Insurance

  	
   

  	
  27

  
	
   

  	
  9.3

  	
  Maintenance of Properties

  	
   

  	
  27

  
	
   

  	
  9.4

  	
  Payment of Taxes and Claims

  	
   

  	
  27

  
	
   

  	
  9.5

  	
  Corporate Existence, etc.

  	
   

  	
  27

  
	
   

  	
  9.6

  	
  Books and Records

  	
   

  	
  28

  
	
   

  	
  9.7

  	
  Subsidiary Guaranty; Release of Subsidiary Guarantors; Release of
  Collateral

  	
   

  	
  28

  
	
   

  	
  9.8

  	
  Pari Passu Ranking

  	
   

  	
  29

  
	
   

  	
  9.9

  	
  Mortgages

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  NEGATIVE COVENANTS.

  	
   

  	
  29

  
	
   

  	
  10.1

  	
  Leverage Ratio

  	
   

  	
  29

  
	
   

  	
  10.2

  	
  Minimum Consolidated Net Worth

  	
   

  	
  30

  
	
   

  	
  10.3

  	
  Priority Debt

  	
   

  	
  30

  
	
   

  	
  10.4

  	
  Liens

  	
   

  	
  30

  
	
   

  	
  10.5

  	
  Subsidiary Indebtedness

  	
   

  	
  32

  
	
   

  	
  10.6

  	
  Mergers, Consolidations, etc.

  	
   

  	
  33

  
	
   

  	
  10.7

  	
  Sale of Assets

  	
   

  	
  34

  
	
   

  	
  10.8

  	
  Restriction on Dividends and Other Distributions

  	
   

  	
  35

  
	
   

  	
  10.9

  	
  Nature of Business

  	
   

  	
  36

  



 


ii

















 


	
   

  	
  10.10

  	
  Transactions with Affiliates

  	
   

  	
  36

  
	
   

  	
  10.11

  	
  Terrorism Sanctions Regulations

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  EVENTS OF DEFAULT.

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  REMEDIES ON DEFAULT, ETC.

  	
   

  	
  39

  
	
   

  	
  12.1

  	
  Acceleration

  	
   

  	
  39

  
	
   

  	
  12.2

  	
  Other Remedies

  	
   

  	
  40

  
	
   

  	
  12.3

  	
  Rescission

  	
   

  	
  40

  
	
   

  	
  12.4

  	
  No Waivers or Election of Remedies, Expenses, etc.

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

  	
   

  	
  41

  
	
   

  	
  13.1

  	
  Registration of Notes

  	
   

  	
  41

  
	
   

  	
  13.2

  	
  Transfer and Exchange of Notes

  	
   

  	
  41

  
	
   

  	
  13.3

  	
  Replacement of Notes

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  PAYMENTS ON NOTES.

  	
   

  	
  42

  
	
   

  	
  14.1

  	
  Place of Payment

  	
   

  	
  42

  
	
   

  	
  14.2

  	
  Home Office Payment

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  EXPENSES, ETC.

  	
   

  	
  43

  
	
   

  	
  15.1

  	
  Transaction Expenses

  	
   

  	
  43

  
	
   

  	
  15.2

  	
  Survival

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  AMENDMENT AND WAIVER.

  	
   

  	
  44

  
	
   

  	
  17.1

  	
  Requirements

  	
   

  	
  44

  
	
   

  	
  17.2

  	
  Solicitation of Holders of Notes

  	
   

  	
  44

  
	
   

  	
  17.3

  	
  Binding Effect, etc.

  	
   

  	
  45

  
	
   

  	
  17.4

  	
  Notes Held by Company, etc.

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  NOTICES.

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  REPRODUCTION OF DOCUMENTS.

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  CONFIDENTIAL INFORMATION.

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  SUBSTITUTION OF PURCHASER.

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  MISCELLANEOUS.

  	
   

  	
  47

  
	
   

  	
  22.1

  	
  Successors and Assigns

  	
   

  	
  47

  
	
   

  	
  22.2

  	
  Payments Due on Non-Business Days

  	
   

  	
  48

  
	
   

  	
  22.3

  	
  Accounting Terms

  	
   

  	
  48

  
	
   

  	
  22.4

  	
  Severability

  	
   

  	
  48

  
	
   

  	
  22.5

  	
  Construction

  	
   

  	
  48

  
	
   

  	
  22.6

  	
  Counterparts

  	
   

  	
  48

  



 


iii

















 


	
   

  	
  22.7

  	
  Governing Law

  	
   

  	
  49

  
	
   

  	
  22.8

  	
  Jurisdiction and Process; Waiver of Jury Trial

  	
   

  	
  49

  
	
   

  	
  22.9

  	
  Holders of Notes to be Bound by Intercreditor Agreement

  	
   

  	
  50

  



 


	
  SCHEDULE A

  	
  —

  	
  Information Relating to Purchasers

  
	
  SCHEDULE B

  	
  —

  	
  Defined Terms

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5.3

  	
  —

  	
  Disclosure

  
	
  SCHEDULE 5.4

  	
  —

  	
  Organization and Ownership of Shares of Subsidiaries

  
	
  SCHEDULE 5.5

  	
  —

  	
  Financial Statements

  
	
  SCHEDULE 5.8

  	
  —

  	
  Litigation

  
	
  SCHEDULE 5.14

  	
  —

  	
  Use of Proceeds

  
	
  SCHEDULE 5.15

  	
  —

  	
  Existing Indebtedness

  
	
  SCHEDULE 10.4

  	
  —

  	
  Liens

  
	
  SCHEDULE 10.5

  	
  —

  	
  Subsidiary Indebtedness

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 1.1

  	
  —

  	
  Form of Series 2007-A Note

  
	
  EXHIBIT 1.2

  	
  —

  	
  Form of Supplement

  
	
  EXHIBIT 1.3(a)(i)

  	
  —

  	
  Form of Parent Guaranty

  
	
  EXHIBIT 1.3(a)(ii)

  	
  —

  	
  Form of Subsidiary Guaranty

  
	
  EXHIBIT 1.3(c)

  	
  —

  	
  Form of Intercreditor Agreement

  
	
  EXHIBIT 4.4(a)

  	
  —

  	
  Form of Opinion of Special Counsel for the Company

  
	
  EXHIBIT 4.4(b)

  	
  —

  	
  Form of Opinion of Special Counsel to the PurchasersUNITED STATIONERS
  SUPPLY CO.

  



 


iv

















 


UNITED STATIONERS INC.

One Parkway North Blvd., Suite 100

Deerfield, IL 60015

Phone: 847-627-7000

Fax: 847-627-7001


 


$1,000,000,000 Aggregate Principal Amount


Secured Senior Notes Issuable in Series


 


Initial Issuance of


$135,000,000 Floating Rate Secured Senior
Notes


Series 2007-A, due October 15, 2014


 


Dated as of October 15, 2007


 


TO EACH OF THE PURCHASERS LISTED IN
                 THE
ATTACHED SCHEDULE A:


 


Ladies and Gentlemen:


 


UNITED STATIONERS INC., a Delaware corporation (the “Parent”), and
UNITED STATIONERS SUPPLY CO., an Illinois corporation and a Subsidiary of the
Parent (the “Company”), agree with you as follows:


 


1.             AUTHORIZATION OF
NOTES.


 


1.1          Description of Notes to
be Issued.


 


The Company has authorized the issue and sale of $135,000,000 aggregate
principal amount of its Floating Rate Secured Senior Notes, Series 2007-A, due
October 15, 2014 (the “ Series 2007-A Notes”). The Series 2007-A Notes shall be
substantially in the form set out in Exhibit 1.1, with such changes
therefrom, if any, as may be approved by the Purchasers and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.


 


1.2          Additional Series of
Notes.


 


In addition to the issuance and sale of the Series 2007-A Notes, the
Company may from time to time issue and sell one or more additional series of
secured senior notes (the “Additional Notes” and together with the Series
2007-A Notes, the “Notes,” such term to include any such Notes issued in
substitution therefor pursuant to Section 13 of this Agreement) pursuant 


 


1

















 


to this Agreement, provided that the aggregate principal amount of all
Notes issued pursuant to this Agreement shall not exceed $1,000,000,000. Each
series of Additional Notes will be issued pursuant to a supplement to this
Agreement (each, a “Supplement”) in substantially the form of Exhibit 1.2,
and will be subject to the following terms and conditions:


 


(a)           the
designation of each series of  Additional
Notes shall distinguish such series from the Notes of all other series;


 


(b)           each
series of Additional Notes may consist of different and separate tranches and
may differ as to outstanding principal amounts, maturity dates, interest rates
and premiums or make-whole amounts, if any, and price and terms of redemption
or payment prior to maturity;


 


(c)           all
Notes issued under this Agreement, including pursuant to any Supplement, shall
rank pari passu with each other
and Indebtedness outstanding under the Credit Agreement;


 


(d)           each
series of Additional Notes shall be dated the date of issue, bear interest at such
rate or rates, mature on such date or dates, be subject to such mandatory or
optional prepayments, if any, on the dates and with the make-whole amounts,
premiums or breakage amounts, if any, as are provided in the Supplement under
which such Additional Notes are issued, and shall have such additional or
different conditions precedent to closing and such additional or different
representations and warranties or other terms and provisions as shall be
specified in such Supplement; and


 


(e)           except
to the extent provided in foregoing clause (d), all of the provisions of this
Agreement shall apply to all Additional Notes.


 


1.3          Security for the Notes.


 


(a)           Guarantees.
The payment by the Company of all amounts due with respect to the Notes and the
performance by the Company of its obligations under this Agreement will be
guaranteed by (i) the Parent pursuant to the Parent Guaranty in
substantially the form of the attached Exhibit 1.3(a)(i), as it hereafter
may be amended or supplemented from time to time (the “Parent Guaranty”) and
(ii) all current Domestic Subsidiaries of the Parent and any Domestic
Subsidiary that in the future becomes a borrower or guarantor of Indebtedness
in respect of the Credit Agreement (each, a “Subsidiary Guarantor”), other
than, in each case, the Company and any existing or future SPV, pursuant to the
Subsidiary Guaranty in substantially the form of the attached
Exhibit 1.3(a)(ii), as it hereafter may be amended or supplemented from
time to time (the “Subsidiary Guaranty”).


 


(b)           Collateral.
The Notes and Indebtedness under the Credit Agreement will be ratably secured
by a Lien on certain assets of the Company and the Subsidiary Guarantors
pursuant to the Collateral Documents.


 


(c)           Intercreditor
Agreement. The rights of the holders of the Notes and the banks party to
the Credit Agreement to proceeds of collateral will be governed by the 


 


2

















 


Intercreditor Agreement in substantially the form of Exhibit 1.3(c), as
it hereafter may be amended or supplemented from time to time (the “Intercreditor
Agreement”).


 


1.4          Floating Interest Rate
Provisions for Floating Rate Notes.


 


(a)           Adjusted
LIBOR Rate. “Adjusted LIBOR Rate” means,
for each Interest Period, the rate per annum equal to LIBOR for such Interest
Period plus, in the case of the Series 2007-A Notes, 1.30% and, in the case of
the Additional Notes that are floating rate Notes, the percentage applicable to
such series or tranche of floating rate Notes as set forth in the Supplement
under which such Additional Notes are issued. For purposes of determining
Adjusted LIBOR Rate, the following terms have the following meanings:


 


“LIBOR” means,
for any Interest Period, the rate per annum (rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percentage point) for deposits in
U.S. Dollars for a 3-month period (or such other period as is specified in the
applicable Supplement) that appears on the Bloomberg Financial Markets Service
Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) as
of 11:00 a.m. (London, England time) on the date two Business Days before the
commencement of such Interest Period (or three Business Days before the
commencement of the first Interest Period).


 


“Reuters Screen LIBO
Page” means the display designated as the “LIBO” page
on the Reuters Monitory Money Rates Service (or such other page as may replace
the LIBO page on that service) or such other service as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying British Bankers’ Association Interest Settlement Rates for U.S.
Dollar deposits.


 


(b)           Determination
of the Adjusted LIBOR Rate. The Adjusted LIBOR Rate shall be determined by
the Company, and notice thereof shall be given to the holders of the applicable
series or tranche of floating rate Notes, within two Business Days after the
beginning of each Interest Period, together with (i) a copy of the relevant
screen used for the determination of LIBOR, (ii) a calculation of the Adjusted
LIBOR Rate for such Interest Period, (iii) the number of days in such
Interest Period, (iv) the date on which interest for such Interest Period will
be paid and (v) the amount of interest to be paid to each holder of Notes of
such series or tranche on such date. If the holders of a majority in principal
amount of the Notes of such series or tranche outstanding do not concur with
such determination by the Company, as evidenced by a single written notice
(such notice to include such holders’ determination of items (ii) through (iv)
of the preceding sentence and a copy of the relevant screen used for the
determination of LIBOR) delivered to the Company within 10 Business Days after
receipt by such holders of the notice delivered by the Company pursuant to the
immediately preceding sentence, the determination of the Adjusted LIBOR Rate
shall be made by such holders of the Notes, and any such determination made in
accordance with the provisions of this Agreement shall be conclusive and
binding absent manifest error.


 


3

















 


(c)           Interest
Period. “Interest Period”
means for any series or tranche of floating rate Notes and for any period for
which interest is to be calculated or paid, the period commencing on an interest
payment date for such series or tranche of floating rate Notes, or on the date
of Closing in the case of the first such period, and continuing up to, but not
including, the next interest payment date.


 


2.             SALE AND PURCHASE OF
NOTES.


 


Subject to the terms and conditions of this Agreement, the Company will
issue and sell to you and each of the other purchasers named in Schedule A (the
“Other Purchasers”), and you and the Other Purchasers will purchase from the
Company, at the Closing provided for in Section 3, Notes in the principal
amount specified opposite your names in Schedule A at the purchase price of
100% of the principal amount thereof. Your obligation hereunder and the
obligations of the Other Purchasers are several and not joint obligations and
you shall have no obligation and no liability to any Person for the performance
or non-performance by any Other Purchaser hereunder.


 


3.             CLOSING.


 


The sale and purchase of the Series 2007-A Notes to be purchased by you
and the Other Purchasers shall occur at the offices of Foley & Lardner LLP,
321 North Clark Street, Suite 2800, Chicago, Illinois 60610-4764, at 9:00
a.m., Chicago time, at a closing (each closing of the initial issuance of Notes
hereunder, a “Closing”) on October 15, 2007 or on such other Business Day
thereafter as may be agreed upon by the Company and you and the Other
Purchasers. The date or time of the Closing may be changed to such other
Business Day as may be agreed upon by the Company and the Purchasers. At the
Closing, the Company will deliver to you the Series 2007-A Notes to be
purchased by you in the form of a single Note (or such greater number of Notes
in denominations of at least $500,000 as you may request) dated the date of
such Closing and registered in your name (or in the name of your nominee),
against delivery by you to the Company or its order of immediately available
funds in the amount of the purchase price therefor by wire transfer for the
account of the Company to account number 30290298  at Northern Trust Co., 50 S. LaSalle Street, Chicago,
Illinois 60675, ABA number 071000152. If at the Closing the Company shall fail
to tender such Notes to you as provided above in this Section 3, or any of
the conditions specified in Section 4 shall not have been fulfilled to your
reasonable satisfaction, you shall, at your election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights
you may have by reason of such failure or such nonfulfillment.


 


4.             CONDITIONS TO
CLOSING.


 


Your obligation to purchase and pay for the Notes to be sold to you at
the Closing is subject to the fulfillment to your reasonable satisfaction,
prior to or at the Closing, of the following conditions:


 


4

















 


4.1          Representations and
Warranties.


 


The representations and warranties of the Parent and the Company in
this Agreement shall be correct in all material respects (expect those
representations and warranties that are qualified by materiality, which will be
correct in all respects) when made and at the time of the Closing (it being
understood that representations and warranties that speak as of a specific date
or time need only be correct as of such date or time).


 


4.2          Performance; No Default.


 


The Parent and the Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to be performed
or complied with by them prior to or at the Closing, and, after giving effect
to the issue and sale of the Series 2007-A Notes (and the application of the
proceeds thereof as contemplated by Section 5.14), no Default or Event of
Default shall have occurred and be continuing. Neither the Parent nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 10.6 or 10.10 had such
Sections applied since such date.


 


4.3          Compliance Certificates.


 


(a)           Officer’s
Certificate. Each of the Parent and the Company shall have delivered to you
an Officer’s Certificate, dated the date of Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 


(b)           Secretary’s
Certificates. Each of the Parent, the Company and each Subsidiary Guarantor
shall have delivered to you a certificate of its Secretary or an Assistant
Secretary, dated the date of Closing, certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization,
execution and delivery of the Notes and this Agreement.


 


4.4          Opinions of Counsel.


 


You shall have received opinions in form and substance reasonably
satisfactory to you, dated the date of such Closing (a) from Mayer Brown LLP
and Phelps Dunbar, L.L.P., counsel for the Parent and the Company, covering the
matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as you or your counsel may reasonably
request (and the Company instructs its counsel to deliver such opinion to you),
and (b) from Foley & Lardner LLP, your special counsel in connection with
such transactions, substantially in the form set forth in Exhibit 4.4(b)
and covering such other matters incident to such transactions as you may
reasonably request.


 


4.5          Purchase Permitted By
Applicable Law, etc.


 


On the date of the Closing, your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment,
(ii) not violate any applicable law or regulation (including, without
limitation, Regulation U, T or X of 


 


5

















 


the Board of Governors of the Federal Reserve System) and
(iii) not subject you to any tax, penalty or liability under or pursuant
to any applicable law or regulation, which law or regulation was not in effect
on the date hereof. If requested by you, you shall have received an Officer’s
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.


 


4.6          Sale of Other Notes.


 


Contemporaneously with the Closing, the Company shall sell to the Other
Purchasers and the Other Purchasers shall purchase the Notes to be purchased by
them as specified in Schedule A.


 


4.7          Payment of Special
Counsel Fees.


 


Without limiting the provisions of Section 15.1, the Company shall
have paid on or before the Closing the reasonable and properly documented fees,
charges and disbursements of your special counsel to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.


 


4.8          Private Placement
Number.


 


Private Placement Number issued by Standard & Poor’s CUSIP Service
Bureau (in cooperation with the SVO) shall have been obtained by Foley &
Lardner LLP for the Series 2007-A Notes.


 


4.9          Changes in Corporate
Structure.


 


Neither the Parent nor the Company shall have changed its jurisdiction
of incorporation or been a party to any merger or consolidation or succeeded to
all or any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in
Schedule 5.5.


 


4.10        Parent Guaranty.


 


The Parent shall have executed and delivered the Parent Guaranty and
you shall have received an executed counterpart thereof.


 


4.11        Subsidiary Guaranty.


 


Each Subsidiary Guarantor shall have executed and delivered the
Subsidiary Guaranty and you shall have received an executed counterpart
thereof.


 


4.12        Collateral Documents.


 


Except for the documents permitted by Section 9.9 to be delivered after
the Closing, each of the Parent, the Company, and each Subsidiary Guarantor
shall have executed and delivered to the Collateral Agent each Collateral
Document to which it is a party and you shall have received copies of the fully
executed counterparts thereof.


 


6

















 


4.13        Intercreditor Agreement.


 


The agent for the banks party to the Credit Agreement, you and the
Other Purchasers shall have entered into the Intercreditor Agreement and you
shall have received a fully executed counterpart thereof.


 


4.14        Funding Instructions.


 


At least three Business Days prior to the date of the Closing, you
shall have received written instructions signed by a Responsible Officer on
letterhead of the Company confirming the information specified in Section 3
including (i) the name and address of the transferee bank, (ii) such transferee
bank’s ABA number and (iii) the account name and number into which the purchase
price for the Notes is to be deposited.


 


4.15        Proceedings and Documents.


 


All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to you and your special counsel, and
you and your special counsel shall have received all such counterpart originals
or certified or other copies of such documents as you or they may reasonably
request.


 


5.             REPRESENTATIONS AND
WARRANTIES OF THE COMPANY.


 


The Parent and the Company, jointly and severally, represent and
warrant to you that:


 


5.1          Organization; Power and
Authority.


 


Each of the Parent and the Company is a corporation duly incorporated
and validly existing and in good standing under the laws of its jurisdiction of
incorporation, and is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each of the Parent and the Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement, and the Notes (in
the case of the Company) and the Parent Guaranty (in the case of the Parent)
and to perform the provisions hereof and thereof.


 


Each Subsidiary Guarantor is duly organized and validly existing and in
good standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign organization and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each Subsidiary Guarantor has the corporate or limited
liability company power and authority to own or hold under lease the properties
it purports to own or hold under lease, to 


 


7

















 


transact the business it transacts and proposes to transact, to execute
and deliver the Subsidiary Guaranty and to perform the provisions hereof and
thereof.


 


5.2          Authorization, etc.


 


This Agreement, the Collateral Documents to which the Company is a
party and the Notes have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement constitutes, and upon execution
and delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent
transfer, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


This Agreement and the Parent Guaranty have been duly authorized by all
necessary corporate action on the part of the Parent, and this Agreement
constitutes, and upon execution and delivery thereof the Parent Guaranty will
constitute the legal, valid and binding obligation of the Parent, enforceable
against the Parent in accordance with its terms, except as such enforceability
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, fraudulent transfer, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


 


The Subsidiary Guaranty has been duly authorized by all necessary
corporate or limited liability company action on the part of each Subsidiary
Guarantor and upon execution and delivery thereof will constitute the legal,
valid and binding obligation of each Subsidiary Guarantor, enforceable against
each Subsidiary Guarantor in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


5.3          Disclosure.


 


The Parent and the Company, through their agent, J.P. Morgan Securities
Inc., have delivered to you and each Other Purchaser a copy of a Private
Placement Memorandum, dated September 2007 (the “Memorandum”), relating to the
transactions contemplated hereby. The Memorandum fairly describes, in all
material respects, the general nature of the business and principal properties
of the Parent and its Subsidiaries. This Agreement, the Memorandum (including
the Parent’s SEC filings referred to therein), the documents, certificates or
other writings identified in Schedule 5.3 by or on behalf of the Parent in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, in each case, delivered to the Purchasers
prior to September 26, 2007 (this Agreement, the Memorandum and such documents,
certificates or other writings and such financial statements being referred to,
collectively, as the “Disclosure Documents”), taken as a whole, do not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements 


 


8

















 


therein not misleading in light of the circumstances under which they
were made; provided, that the Parent and the Company make no representation or
warranty regarding the financial information for the twelve month period ended
June 30, 2007 or the years ended December 31, 2004, 2003 and 2002 set forth in
the Private Placement Memorandum. Except as disclosed in the Disclosure
Documents, since December 31, 2006, there has been no change in the financial
condition, operations, business or properties of the Parent or any Subsidiary
except changes that individually or in the aggregate would not reasonably be
expected to have a Material Adverse Effect. There is no fact known to the
Parent or the Company that would reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure
Documents.


 


5.4          Organization and
Ownership of Shares of Subsidiaries.


 


(a)           Schedule
5.4 contains (except as noted therein) complete and correct lists of
(i) the Parent’s Subsidiaries, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization and the percentage of shares
of each class of its capital stock or similar equity interests outstanding
owned by the Parent and each other Subsidiary and (ii) the Parent’s
directors and senior officers.


 


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


 


(c)           Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal entity
duly organized, validly existing and in good standing or equivalent status
under the laws of its jurisdiction of organization, and is duly qualified as a
foreign corporation or other legal entity and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


(d)           No
Subsidiary, other than an SPV, is a party to, or otherwise subject to any
legal, regulatory, contractual or other restriction (other than this Agreement,
the Credit Agreement, the agreements listed on Schedule 5.4 and customary
limitations imposed by corporate or limited liability law or similar statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Parent or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.


 


5.5          Financial Statements;
Material Liabilities.


 


The Parent has delivered to you and each Other Purchaser copies of the
financial statements of the Parent and its Subsidiaries listed on Schedule 5.5.
All of said financial statements (including in each case the related schedules
and notes) fairly present in all material respects the consolidated financial
position of the Parent and its Subsidiaries as of the respective 


 


9

















 


dates specified in such Schedule and the consolidated results of their
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments). The Parent and
its Subsidiaries do not have any Material liabilities that are not disclosed on
such financial statements or otherwise disclosed in the Disclosure Documents or
incurred in the ordinary course of business.


 


5.6          Compliance with Laws,
Other Instruments, etc.


 


The execution, delivery and performance by the Company of this Agreement,
the Collateral Documents to which it is a party and the Notes will not (i)
contravene, result in any breach of, or constitute a default under, or, except
for the Liens under the Collateral Documents, result in the creation of any
Lien in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
corporate charter or by-laws, or any other agreement or instrument to which the
Company or any Subsidiary is bound or by which the Company or any Subsidiary or
any of their respective properties may be bound, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (iii) violate any provision of
any statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary.


 


The execution, delivery and performance by the Parent of this
Agreement, the Collateral Documents to which it is a party and the Parent
Guaranty will not (i) contravene, result in any breach of, or constitute a
default under, or, except for the Liens under the Collateral Documents, result
in the creation of any Lien in respect of any property of the Parent or any
Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, or any other agreement
or instrument to which the Parent or any Subsidiary is bound or by which the
Parent or any Subsidiary or any of their respective properties may be bound,
(ii) conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Parent or any Subsidiary
or (iii) violate any provision of any statute or other rule or regulation of
any Governmental Authority applicable to the Parent or any Subsidiary.


 


The execution, delivery and performance by each Subsidiary Guarantor of
the Subsidiary Guaranty and the Collateral Documents to which it is a party
will not (i) contravene, result in any breach of, or constitute a default
under, or, except as contemplated hereby, result in the creation of any Lien in
respect of any property of such Subsidiary Guarantor under, any agreement, or
corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by
which such Subsidiary Guarantor or any of its properties may be bound or affected,
(ii) conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court, arbitrator
or Governmental Authority applicable to such Subsidiary Guarantor or (iii)
violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to such Subsidiary Guarantor.


 


10

















 


5.7          Governmental
Authorizations, etc.


 


No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with:
(i) the execution, delivery or performance by the Company of this Agreement,
the Collateral Documents or the Notes, (ii) the execution, delivery or performance
by the Parent of this Agreement, the Parent Guaranty or the Collateral
Documents to which it is a party, or (iii) the execution, delivery or
performance by each Subsidiary Guarantor of the Subsidiary Guaranty or the
Collateral Documents to which it is a party, except for the filing of a Form
8-K with the SEC, any state blue sky laws, and, in the case of secured Notes,
any filings required in connection with the perfection of security interests.


 


5.8          Litigation; Observance
of Statutes and Orders.


 


(a)           Except
as disclosed in Schedule 5.8, there are no actions, suits, investigations or
proceedings pending or, to the knowledge of the Parent threatened against or
affecting the Parent or any Subsidiary or any property of the Parent or any
Subsidiary in any court or before any arbitrator of any kind or before or by
any Governmental Authority that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.


 


(b)           Neither
the Parent nor any Subsidiary is in default under any term of any agreement or
instrument to which it is a party or by which it is bound, or any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority
or is in violation of any applicable law, ordinance, rule or regulation
(including Environmental Laws and the USA Patriot Act) of any Governmental
Authority, which default or violation, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.


 


5.9          Taxes.


 


The Parent and its Subsidiaries have filed all Federal and other
Material tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (i) the amount of which is not, individually or in the aggregate,
Material or (ii) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which the Company or a Subsidiary, as the case may be, has established adequate
reserves in accordance with GAAP. Neither the Parent nor the Company know of
any basis for any other tax or assessment that would reasonably be expected to
have a Material Adverse Effect. The charges, accruals and reserves on the books
of the Parent and its Subsidiaries in respect of Federal, state or other taxes
for all fiscal periods are adequate and determined in accordance with GAAP. The
Parent and its Subsidiaries changed the method of computing tax reserves and
adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1,
2007. The Federal income tax liabilities of the Parent and its Subsidiaries
have been finally determined (whether by reason of completed audits 


 


11

















 


or the statute of limitations having run) for all Fiscal Years up to
and including the Fiscal Year ended December 31, 2003.


 


5.10        Title to Property; Leases.


 


The Parent and its Subsidiaries have good and sufficient title to their
respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance
sheet referred to in Section 5.5 or purported to have been acquired by the
Parent or any Subsidiary after said date (except as sold or otherwise disposed
of in the ordinary course of business and except for minor defects in title
that do not interfere with their ability to conduct their business as currently
conducted), in each case free and clear of Liens prohibited by this Agreement. All
leases that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects.


 


5.11        Licenses, Permits, etc.


 


(a)           The
Parent and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks and trade names,
or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others, except for those conflicts that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


 


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


 


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


 


5.12        Compliance with ERISA.


 


(a)           The
Parent and each ERISA Affiliate have operated and administered each Plan in
compliance with all applicable laws except for such instances of noncompliance
as would not reasonably be expected to result in a Material Adverse Effect. Neither
the Parent nor any ERISA Affiliate has incurred any liability pursuant to
Title I or IV of ERISA (other than premiums due and not delinquent under
section 4007 of ERISA) or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and
no event, transaction or condition has occurred or exists that would reasonably
be expected to result in the incurrence of any such liability by the Parent or
any ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Parent or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA,
other than, in each case such liabilities or Liens as would not be individually
or in the aggregate Material.


 


12

















 


(b)           The
present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most
recently ended plan year on the basis of the actuarial assumptions specified for
funding purposes in such Plan’s most recent actuarial valuation report, did not
exceed the aggregate current value of the assets of such Plan allocable to such
benefit liabilities by an amount that, individually, or in the aggregate for
all Plans, is Material. The term “benefit liabilities” has the meaning
specified in section 4001 of ERISA and the terms “current value” and “present
value” have the meaning specified in section 3 of ERISA.


 


(c)           The
Parent and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201
or 4204 of ERISA in respect of Multiemployer Plans that individually or in the
aggregate are Material.


 


(d)           The
accumulated postretirement benefit obligation (determined as of the last day of
the Parent’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of
the Parent and its Subsidiaries has been disclosed in the most recent audited
consolidated financial statements of the Parent and its Subsidiaries.


 


(e)           The
execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions
of section 406 of ERISA or in connection with which a tax could be imposed
pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by
the Parent and the Company in the first sentence of this Section 5.12(e) is
made in reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of
the Notes to be purchased by you.


 


5.13        Private Offering by the
Company.


 


None of the Parent, the Company or anyone acting on their behalf has
offered the Notes, the Parent Guaranty, the Subsidiary Guaranty or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any person other
than you, the Other Purchasers and not more than 31 other Institutional
Investors as defined in clause (c) of the definition of such term, each of
which has been offered the Notes, the Parent Guaranty and the Subsidiary
Guaranty at a private sale for investment. None of the Parent, the Company or
anyone acting on their behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes, the Parent Guaranty or the
Subsidiary Guaranty to the registration requirements of Section 5 of the
Securities Act or to the registration requirements of any securities or blue
sky laws of any applicable jurisdiction.


 


5.14        Use of Proceeds; Margin
Regulations.


 


Net proceeds from the sale of the Notes will be used to refinance
existing Indebtedness as set forth in Schedule 5.14, and for general corporate
purposes. No part of the proceeds from the sale of the Notes will be used,
directly or indirectly, for the purpose of buying 


 


13

















 


or carrying any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System (12 CFR 221), or for the
purpose of buying or carrying or trading in any securities under such
circumstances as to involve the Company or the Parent in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 10% of the value of the consolidated assets of the Parent
and its Subsidiaries and the Parent does not have any present intention that
margin stock will constitute more than 10% of the value of such assets. As used
in this Section, the terms “margin stock” and “purpose of buying or carrying”
shall have the meanings assigned to them in said Regulation U.


 


5.15        Existing Indebtedness;
Future Liens.


 


(a)           Except
as described therein, Schedule 5.15 sets forth a complete and correct list of
all outstanding Indebtedness of the Parent and its Subsidiaries as of August
31, 2007, since which date there has been no Material change in the amounts,
interest rates, sinking funds, installment payments or maturities of the
Indebtedness of the Parent or its Subsidiaries. Neither the Parent nor any
Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Material Indebtedness of the
Parent or any Subsidiary and no event or condition exists with respect to any
Material Indebtedness of the Parent or any Subsidiary that would permit (or
that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Material Indebtedness to become due and payable before
its stated maturity or before its regularly scheduled dates of payment.


 


(b)           Except
as disclosed in Schedule 5.15, neither the Parent nor any Subsidiary has agreed
or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 10.4.


 


5.16        Foreign Assets Control
Regulations, etc.


 


(a)           Neither
the sale of the Notes by the Company hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.


 


(b)           Neither
the Parent nor any Subsidiary (i) is a Person described or designated in the
Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) to
the Parent’s knowledge, engages in any dealings or transactions with any such
Person. The Parent and its Subsidiaries are in compliance, in all material
respects, with the USA Patriot Act.


 


(c)           No
part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended, assuming in all cases that such Act applies
to the Parent.


 


14
















 


5.17        Status under
Certain Statutes.


 


Neither the Parent nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the ICC
Termination Act, as amended, or the Federal Power Act, as amended.


 


5.18        Environmental
Matters.


 


(a)           Neither
the Parent nor any Subsidiary has knowledge of any claim or has received any
notice of any claim, and no proceeding has been instituted raising any claim
against the Parent or any of its Subsidiaries or any of their respective real
properties now owned, leased or operated by any of them or, to Parent’s
knowledge, against any real properties formerly owned, leased or operated by
any of them, or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect.


 


(b)           Neither
the Parent nor any Subsidiary has knowledge of any facts that would give rise
to any claim, public or private, of violation of Environmental Laws or damage
to the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as would not reasonably be
expected to result in a Material Adverse Effect.


 


(c)           Neither
the Parent nor any Subsidiary has stored any Hazardous Materials on real
properties now or formerly owned, leased or operated by any of them and has not
disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that would reasonably be expected to result in
a Material Adverse Effect.


 


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


 


6.             REPRESENTATIONS
OF THE PURCHASERS.


 


6.1          Purchase for
Investment.


 


You represent that you are purchasing the Notes for
your own account or for one or more separate accounts maintained by you or for
the account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes have not been registered under the Securities Act and may be resold or
otherwise transferred only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to register the Notes. You
represent that you are an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) of 


 


15

















 


Regulation D under the Securities Act acting for your
own account (and not for the account of others) or as a fiduciary or agent for
others (which others are also “accredited investors”).


 


6.2          Source of
Funds.


 


You represent that at least one of the following
statements is an accurate representation as to each source of funds (a “Source”)
to be used by you to pay the purchase price of the Notes to be purchased by you
hereunder:


 


(a)           the
Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”)
95-60) in respect of which the reserves and liabilities (as defined by the
annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the
general account contract(s) held by or on behalf of any employee benefit plan
together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60)
or by the same employee organization in the general account do not exceed 10%
of the total reserves and liabilities of the general account (exclusive of
separate account liabilities) plus surplus as set forth in the NAIC Annual
Statement filed with your state of domicile; or


 


(b)           the
Source is a separate account that is maintained solely in connection with your
fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
any annuitant)) are not affected in any manner by the investment performance of
the separate account; or


 


(c)           the
Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective
investment fund, within the meaning of PTE 91-38 (issued July 12, 1991) and no
employee benefit plan or group of plans maintained by the same employer or
employee organization will, throughout your holding of the Notes, beneficially
owns more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or


 


(d)           the
Source constitutes assets of an “investment fund” (within the meaning of Part V
of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset
manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no
employee benefit plan’s assets that are included in such investment fund, when
combined with the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the meaning of
Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, will, throughout your holding of the
Notes, exceed 20% of the total client assets managed by such QPAM, the
conditions of Part I(a), (c) and (g) of the QPAM Exemption are satisfied, the
QPAM does not own a 10% or more interest in the Company and any person
controlling or controlled by the QPAM (applying the definition of 


 


16

















 


“control” in
Section V(e) of the QPAM Exemption) does not own a 20% or more interest in the
Company; or


 


(e)           the
Source constitutes assets of a “plan(s)” (within the meaning of Section IV
of PTE 96-23 (the “INHAM Exemption”)) managed, throughout your holding of the
Notes, by an “in-house asset manager” or “INHAM” (within the meaning of Part IV
of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, and neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(h)
of the INHAM Exemption) owns, throughout your holding of the Notes, a 5% or
more interest in the Company; or


 


(f)            the
Source is a governmental plan; or


 


(g)           the
Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms “employee
benefit plan”, “governmental plan” and “separate account” shall have the
respective meanings assigned to such terms in Section 3 of ERISA.


 


7.             INFORMATION
AS TO PARENT.


 


7.1          Financial
and Business Information.


 


The Parent will deliver to each holder of Notes that
is an Institutional Investor:


 


(a)           Quarterly
Statements — within 60 days (or such shorter period as is 15 days greater
than the period applicable to the filing of the Parent’s Quarterly Report on
Form 10-Q (“Form 10-Q”) with the SEC regardless of whether the Parent is
subject to the filing requirements thereof) after the end of each quarterly
fiscal period in each fiscal year of the Parent (other than the last quarterly
fiscal period of each such fiscal year), duplicate copies of,


 


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


 


(ii)           consolidated
statements of income, to include the Parent and its Subsidiaries, for such
quarter and (in the case of the second and third quarters) for the portion of
the fiscal year ending with such quarter, and


 


(iii)          consolidated statements of cash flows, to
include the Parent and its Subsidiaries, for such quarter or (in the case of
the second and third quarters) for the portion of the fiscal year ending with
such quarter,


 


setting forth, in
case of clauses (ii) and (iii), in comparative form the figures for the
corresponding periods in the previous fiscal year, and in each case in
reasonable detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, 


 


17

















 


and certified by a
Senior Financial Officer as fairly presenting, in all material respects, the
financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments and the absence of footnotes, provided that delivery within the
time period specified above of copies of the Parent’s Form 10-Q prepared in
compliance with the requirements therefor and filed with the SEC shall be
deemed to satisfy the requirements of this Section 7.1(a);


 


(b)           Annual
Statements — within 120 days (or such shorter period as is 15 days greater
than the period applicable to the filing of the Parent’s Annual Report on Form
10-K (the “Form 10-K”) with the SEC regardless of whether the Parent is subject
to the filing requirements thereof) after the end of each fiscal year of the
Parent, duplicate copies of


 


(i)            a
consolidated balance sheet, to include the Parent and its Subsidiaries, as at
the end of such year, and


 


(ii)           consolidated
statements of income, changes in stockholders’ equity and cash flows, to
include the Parent and its Subsidiaries, for such year,


 


setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an opinion thereon of independent
certified public accountants of recognized national standing, which opinion
shall be to the effect that such financial statements present fairly, in all
material respects, the financial position of the companies being reported upon
and their results of operations and cash flows and have been prepared in
conformity with GAAP, and that the audit has been conducted in accordance with
the standards of the Public Company Accounting Oversight Board, and that such
audit provides a reasonable basis for such opinion in the circumstances,
provided that the delivery within the time period specified above of the Form
10-K for such fiscal year prepared in accordance with the requirements therefor
and filed with the SEC shall be deemed to satisfy the requirements of this
Section 7.1(b);


 


(c)           SEC
and Other Reports — promptly upon their becoming available, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Parent
or any Subsidiary to its public securities holders generally and (ii) each
regular or periodic report, each registration statement (without exhibits
except as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Parent or any Subsidiary with the SEC;


 


(d)           Notice
of Default or Event of Default — promptly, and in any event within five
Business Days after a Responsible Officer obtains actual knowledge of the
existence of any Default or Event of Default or that any Person has given any
notice or taken any action with respect to a claimed default hereunder or that
any Person has given any notice or taken any action with respect to a claimed
default of the type referred to in Section 11(f), a written notice specifying
the nature and period of existence thereof and what action the Parent is taking
or proposes to take with respect thereto;


 


18

















 


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


 


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


 


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


 


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


 


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


 


(g)           Supplements
— promptly and in any event within 10 Business Days after the execution and
delivery of any Supplement, a copy thereof;


 


(h)           Amendments
of Credit Agreement — promptly and in any event within 10 Business Days
after the execution and delivery of any amendment or other modification of the
Credit Agreement (including termination thereof) that affects Section 10.1,
10.2 or 10.8, including any defined term used therein, a copy thereof; and


 


(i)            Requested
Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or
properties of the Parent or any of its Subsidiaries (including actual copies of
the Parent’s Forms 10-Q and Forms 10-K) or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time
to time may be reasonably requested by any such holder of Notes.


 


19

















 


7.2          Officer’s
Certificate.


 


Each set of financial statements delivered to a holder
of Notes pursuant to Section 7.1(a) or Section 7.1(b) will be
accompanied by a certificate of a Senior Financial Officer setting forth:


 


(a)           Covenant
Compliance — the information (including supporting calculations) required
in order to establish whether the Parent was in compliance with the
requirements of Section 10.1 through Section 10.8, inclusive, during the
quarterly or annual period covered by the statements then being furnished
(including with respect to each such Section, where applicable, the
calculations of the maximum or minimum amount, ratio or percentage, as the case
may be, permissible under the terms of such Sections, and the calculation of
the amount, ratio or percentage then in existence); and


 


(b)           Event
of Default — a statement that such Senior Financial Officer has reviewed
the relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Parent and its
Subsidiaries from the beginning of the quarterly or annual period covered by
the statements then being furnished to the date of the certificate and that
such review shall not have disclosed the existence during such period of any
condition or event that constitutes a Default or an Event of Default or, if any
such condition or event existed or exists (including any such event or
condition resulting from the failure of the Parent or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Parent shall have taken or proposes to take with
respect thereto.


 


7.3          Electronic
Delivery.


 


Financial statements, opinions of independent certified
public accountants, other information and officers’ certificates required to be
delivered by the Parent pursuant to Sections 7.1(a), (b) or (c) and Section 7.2
shall be deemed to have been delivered if (i) such financial statements
satisfying the requirements of Section 7.1(a) or (b) and related certificate
satisfying the requirements of Section 7.2 are delivered to you and each
other holder of Notes by e-mail, (ii) the Parent shall have timely filed such
Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or
(b) as the case may be, with the SEC on “EDGAR” and shall have made such Form
and the related certificate satisfying the requirements of Section 7.2
available on its home page on the worldwide web (at the date of this Agreement
located at http://www.unitedstationers.com), (iii) such financial
statements satisfying the requirements of Section 7.1(a) or (b) and related
certificate satisfying the requirements of Section 7.2 are timely posted
by or on behalf of the Parent on IntraLinks or on any other similar website to
which each holder of Notes has free access or (iv) the Parent shall have filed
any of the items referred to in Section 7.1(c) with the SEC on “EDGAR” and
shall have made such items available on its home page on the worldwide web or
if any of such items are timely posted by or on behalf of the Parent on
IntraLinks or on any other similar website to which each holder of Notes has
free access; provided however, that in the case of any of clause (i), (ii),
(iii) or (iv), upon request of any holder, the Parent will thereafter deliver
written copies of such forms, financial statements and certificates to such
holder.


 


20

















 


7.4          Visitation.


 


The Parent shall permit the representatives of each
holder of Notes that is an Institutional Investor:


 


(a)           No
Default — if no Default or Event of Default then exists, at the expense of
such holder and upon reasonable prior notice to the Parent, to visit the
principal executive office of the Parent and the Company during normal business
hours not more than one time per calendar year, to discuss the affairs,
finances and accounts of the Parent and its Subsidiaries with the Parent’s
officers, and (with the consent of the Parent, which consent will not be
unreasonably withheld) to visit the other offices and properties of the Parent
and each Subsidiary; and


 


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


 


8.             PREPAYMENT
OF THE NOTES.


 


8.1          Required
Prepayments.


 


No regularly scheduled prepayments are due on the
Series 2007-A Notes prior to their stated maturity.


 


8.2          Optional
Prepayments.


 


(a)           Floating
Rate Notes. The Series 2007-A Notes are not subject to prepayment prior to
October 15, 2009. On or after October 15, 2009, the Company may, at its option,
upon notice as provided below, prepay at any time all, or from time to time any
part of, one or more series or tranches of floating rate Notes, including the
Series 2007-A Notes, in an amount not less than $2,000,000 in the aggregate in
the case of a partial prepayment, at 100% of the principal amount so prepaid,
plus, if such prepayment is to occur on any date other than an interest payment
date, the LIBOR Breakage Amount determined for the prepayment date with respect
to such principal amount. The terms on which floating rate Notes of any other
series or tranche may be prepaid at the option of the Company will be set forth
in the Supplement pursuant to which such Notes are issued. The Company will
give each holder of each series or tranche of fixed rate Notes to be prepaid
written notice of each optional prepayment under this Section 8.2(a) not less
than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date (which shall be a Business
Day), the aggregate principal amount of each series or tranche of floating rate
Notes to be prepaid on such date, the principal amount of each floating rate
Note held by such holder to be prepaid 


 


21

















 


(determined in
accordance with Section 8.4), the interest to be paid on the prepayment date
with respect to such principal amount being prepaid and the amount of any
prepayment premium.


 


(b)           Fixed
Rate Notes. The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, one or more series or
tranches of fixed rate Notes in an amount not less than $2,000,000 in the
aggregate in the case of a partial prepayment, at 100% of the principal amount
so prepaid, plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount. The Company will give each holder of each
series or tranche of fixed rate Notes to be prepaid written notice of each
optional prepayment under this Section 8.2(b) not less than 30 days and
not more than 60 days prior to the date fixed for such prepayment. Each such
notice shall specify such date (which shall be a Business Day), the aggregate
principal amount of each series or tranche of fixed rate Notes to be prepaid on
such date, the principal amount of each Note held by such holder to be prepaid
(determined in accordance with Section 8.4), and the interest to be paid on the
prepayment date with respect to such principal amount being prepaid, and shall
be accompanied by a certificate of a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated
as if the date of such notice were the date of the prepayment), setting forth
the details of such computation. Two Business Days prior to such prepayment,
the Company shall deliver to each holder of the series or tranche of fixed rate
Notes being prepaid a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.


 


(c)           Notwithstanding
the foregoing provisions of this Section 8.2 or any provision of any
Supplement, the Company shall not give notice of optional prepayment at any
time a Default has occurred and is continuing unless the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes of all series
and tranches at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for
prepayment.


 


8.3          Mandatory
Offer to Prepay Upon Change of Control.


 


(a)           Notice
of Change of Control or Control Event — The Company will, within five
Business Days after any Responsible Officer obtains actual knowledge of the
occurrence of any Change of Control or Control Event, give notice of such
Change of Control or Control Event to each holder of Notes unless notice in
respect of such Change of Control (or the Change of Control contemplated by
such Control Event) shall have been given pursuant to paragraph (b) of this
Section 8.3. If a Change of Control has occurred, such notice shall contain and
constitute an offer to prepay Notes as described in paragraph (c) of this
Section 8.3 and shall be accompanied by the certificate described in paragraph
(g) of this Section 8.3.


 


(b)           Condition
to Company Action — The Company will not take any action that consummates
or finalizes a Change of Control unless (i) at least 15 Business Days prior to
such action it shall have given to each holder of Notes written notice
containing 


 


22

















 


and constituting
an offer to prepay Notes accompanied by the certificate described in paragraph
(g) of this Section 8.3, and (ii) subject to the provisions of
paragraph (d) below, contemporaneously with such action, it prepays all
Notes required to be prepaid in accordance with this Section 8.3.


 


(c)           Offer
to Prepay Notes — The offer to prepay Notes contemplated by paragraphs (a)
and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and
subject to this Section 8.3, all, but not less than all, of the Notes held by
each holder (in this case only, “holder” in respect of any Note registered in
the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on a date specified in such offer (the “Proposed Prepayment
Date”). If such Proposed Prepayment Date is in connection with an offer
contemplated by paragraph (a) of this Section 8.3, such date shall be not less
than 30 days and not more than 60 days after the date of such offer.


 


(d)           Acceptance;
Rejection — A holder of Notes may accept the offer to prepay made pursuant
to this Section 8.3 by causing a notice of such acceptance to be delivered to
the Company on or before the date specified in the certificate described in
paragraph (g) of this Section 8.3. A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this Section 8.3, or to accept
an offer as to all of the Notes held by the holder, within such time period
shall be deemed to constitute rejection of such offer by such holder.


 


(e)           Prepayment
— Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be
at 100% of the principal amount of such Notes, together with interest on such
Notes accrued to but excluding the date of prepayment and shall not require the
payment of any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount. The
prepayment shall be made on the Proposed Prepayment Date except as provided in
paragraph (f) of this Section 8.3.


 


(f)            Deferral
Pending Change of Control — The obligation of the Company to prepay Notes
pursuant to the offers required by paragraphs (a) and (b) and accepted in accordance
with paragraph (d) of this Section 8.3 is subject to the occurrence of the
Change of Control in respect of which such offers and acceptances shall have
been made. In the event that such Change of Control does not occur on or prior
to the Proposed Prepayment Date in respect thereof, the prepayment shall be
deferred until and shall be made on the date on which such Change of Control
occurs. The Company shall keep each holder of Notes reasonably and timely
informed of (i) any such deferral of the date of prepayment, (ii) the
date on which such Change of Control and the prepayment are expected to occur,
and (iii) any determination by the Company that efforts to effect such
Change of Control have ceased or been abandoned (in which case the offers and
acceptances made pursuant to this Section 8.3 in respect of such Change of
Control shall be deemed rescinded). Notwithstanding the foregoing, in the event
that the prepayment has not been made within 90 days after such Proposed
Prepayment Date by virtue of the deferral provided for in this Section 8.3(f),
the Company shall make a new offer to prepay in accordance with paragraph (c)
of this Section 8.3.


 


23

















 


(g)           Officer’s
Certificate — Each offer to prepay the Notes pursuant to this Section 8.3
shall be accompanied by a certificate, executed by a Senior Financial Officer
of the Company and dated the date of such offer, specifying: (i) the
Proposed Prepayment Date, (ii) that such offer is made pursuant to this
Section 8.3, (iii) the principal amount of each Note offered to be
prepaid, (iv) the interest that would be due on each Note offered to be
prepaid, accrued to but excluding the Proposed Prepayment Date, (v) that
the conditions of this Section 8.3 have been fulfilled, (vi) in reasonable
detail, the nature and date or proposed date of the Change of Control and (vii)
the date by which any holder of a Note that wishes to accept such offer must
deliver notice thereof to the Company, which date shall not be earlier than
three Business Days prior to the Proposed Prepayment Date or, in the case of a
prepayment pursuant to Section 8.3(b), the date of the action referred to in
Section 8.3(b)(i).


 


8.4          Allocation
of Partial Prepayments.


 


In the case of each partial prepayment of Notes of a
series or tranche pursuant to Section 8.2(a) or (b), the principal amount of
the Notes of the series or tranche to be prepaid shall be allocated among all
of the Notes of such series or tranche at the time outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof
not theretofore called for prepayment.


 


8.5          Maturity;
Surrender, etc.


 


In the case of each prepayment of Notes pursuant to
this Section 8, the principal amount of each Note to be prepaid shall mature
and become due and payable on the date fixed for such prepayment (subject to
Section 8.3(f)), together with interest on such principal amount accrued to but
excluding such date and, in the case of prepayment pursuant to Section 8.2, the
applicable Make-Whole Amount, if any, prepayment premium, if any, and, if the
Notes are to be prepaid other than on an interest payment date, LIBOR Breakage
Amount, if any. From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, prepayment premium, if any, or LIBOR Breakage
Amount, if any, as aforesaid, interest on such principal amount shall cease to
accrue. Any Note paid or prepaid in full, after such payment, shall be
surrendered to the Company and canceled and shall not be reissued, and no Note
shall be issued in lieu of any prepaid principal amount of any Note.


 


8.6          Purchase of
Notes.


 


The Company will not and will not permit any Affiliate
to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any
of the outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment or prepayment of Notes pursuant to any provision of this Agreement and
no Notes may be issued in substitution or exchange for any such Notes.


 


24

















 


8.7          Make-Whole
Amount.


 


“Make-Whole Amount” means, with
respect to any fixed rate Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that
the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:


 


“Called Principal” means, with
respect to any fixed rate Note, the principal of such Note that is to be
prepaid pursuant to Section 8.2 or has become or is declared to be
immediately due and payable pursuant to Section 12.1, as the context
requires.


 


“Discounted Value” means, with
respect to the Called Principal of any fixed rate Note, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same periodic basis as that
on which interest on the Notes is payable) equal to the Reinvestment Yield with
respect to such Called Principal.


 


“Reinvestment Yield” means, with
respect to the Called Principal of any fixed rate Note, .50% (or such other
percentage as may be specified in the applicable Supplement) over the yield to
maturity implied by (i) the yields reported as of 10:00 a.m. (New York City
time) on the second Business Day preceding the Settlement Date with respect to
such Called Principal, on the display designated as “Page PX1”  (or such other display as may replace Page
PX1 on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its
successor screen on Bloomberg) is unavailable, the Telerate Access Service
screen which corresponds most closely to Page PX1 for the most recently issued
actively traded on-the-run U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (ii) if such yields are not reported as of such time or the yields reported
as of such time are not ascertainable (including by way of interpolation), the
Treasury Constant Maturity Series Yields reported, for the latest day for which
such yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date.
Such implied yield will be determined, if necessary, by (a) converting U.S.
Treasury bill quotations to bond equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between (1) the actively
traded U.S. Treasury security with the maturity closest to and greater than
such Remaining Average Life and (2) the actively traded U.S. Treasury security
with the maturity closest to and less than such Remaining Average Life. The
Reinvestment Yield shall be rounded to the number of decimal places as appears
in the interest rate of the applicable Note.


 


“Remaining Average Life” means,
with respect to any Called Principal, the number of years (calculated to the
nearest one-twelfth year) obtained by dividing (i) such Called Principal into
(ii) the sum of the products obtained by multiplying (a) the principal
component of each Remaining Scheduled Payment with respect to such Called
Principal by (b) the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date 


 


25

















 


with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.


 


“Remaining Scheduled Payments” means,
with respect to the Called Principal of any fixed rate Note, all payments of
such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date, provided that if
such Settlement Date is not a date on which interest payments are due to be
made under the terms of the Notes, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date pursuant
to Section 8.2 or 12.1.


 


“Settlement Date” means, with
respect to the Called Principal of any fixed rate Note, the date on which such
Called Principal is to be prepaid pursuant to Section 8.2 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as
the context requires.


 


8.8          LIBOR
Breakage Amount.


 


The term “LIBOR Breakage Amount” means any loss, cost or expense
(other than lost profits and taxes) reasonably and actually incurred by any
holder of a floating rate Note as a result of any payment or prepayment of such
Note (whether voluntary, mandatory, automatic, by reason of acceleration or
otherwise, but excluding mandatory prepayments pursuant to Section 8.3) on a
day other than an interest payment date or at scheduled maturity thereof,
arising from the liquidation or reemployment of funds obtained by such holder
or from fees payable to terminate the deposits from which such funds were
obtained. Any such loss, cost or expense shall be limited to the time period
from the date of such prepayment through the earlier of the next interest
payment date or the maturity of such floating rate Note. Each holder of a
floating rate Note shall determine the LIBOR Breakage Amount with respect to
the principal amount of its floating rate Notes then being paid or prepaid (or
required to be paid or prepaid) by written notice to the Company setting forth
such determination in reasonable detail not less than two Business Days prior
to the date of prepayment. Each such determination shall be conclusive absent
manifest error.


 


9.             AFFIRMATIVE
COVENANTS.


 


The Parent and the Company, jointly and severally,
covenant that so long as any of the Notes are outstanding:


 


9.1          Compliance
with Law.


 


Without limiting Section 10.11, the Parent and
the Company will, and the Parent will cause each Subsidiary to, comply with all
laws, ordinances or governmental rules or regulations to which each of them is
subject, including ERISA, the USA Patriot Act and Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to 


 


26

















 


ensure that non-compliance with such laws, ordinances
or governmental rules or regulations or failures to obtain or maintain in
effect such licenses, certificates, permits, franchises and other governmental
authorizations would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


9.2          Insurance.


 


The Parent and the Company will, and the Parent will
cause each Subsidiary to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co-insurance and self-insurance, if
appropriate reserves are maintained with respect thereto) as is reasonably
prudent in light of the businesses in which the Parent and the Subsidiaries are
engaged.


 


9.3          Maintenance
of Properties.


 


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


 


9.4          Payment of
Taxes and Claims.


 


The Parent and the Company will, and the Parent will
cause each Subsidiary to, file all Federal and other Material tax returns
required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies imposed on them or any of their properties,
assets, income or franchises, to the extent such taxes and assessments have
become due and payable and before they have become delinquent and all claims
for which sums have become due and payable that have or might become a Lien on
properties or assets of the Parent or any Subsidiary, provided that neither the
Parent nor any Subsidiary need pay any such tax or assessment or claims if
(i) the amount, applicability or validity thereof is contested by the
Parent or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Parent or such Subsidiary has established adequate
reserves therefor in accordance with GAAP on the books of the Parent or such
Subsidiary or (ii) the nonpayment of all such taxes, assessments and
claims in the aggregate would not reasonably be expected to have a Material
Adverse Effect.


 


9.5          Corporate Existence,
etc.


 


Subject to Section 10.6, each of the Parent and the
Company will at all times preserve and keep in full force and effect its
corporate existence. Subject, as to any Subsidiary other than the Company, to
Sections 10.6 and 10.7, the Parent will at all times preserve and keep in full
force and effect the corporate (or, as applicable, limited liability company)
existence of 


 


27

















 


each Subsidiary (unless merged into the Parent or a
Wholly Owned Subsidiary) and all rights and franchises of the Parent and its
Subsidiaries unless, in the good faith judgment of the Parent, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


9.6          Books and
Records.


 


The Parent and the Company will, and the Parent will
cause each Subsidiary to, maintain proper books of record and account in
conformity in all material respects with GAAP and all applicable requirements
of any Governmental Authority having legal or regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.


 


9.7          Subsidiary
Guaranty; Release of Subsidiary Guarantors; Release of Collateral.


 


(a)           Subsidiary
Guarantors. The Parent will cause each Domestic Subsidiary other than the Company
that, on or after the date of the Closing, is or becomes a borrower or
guarantor of Indebtedness in respect of the Credit Agreement, on the date of
the Closing or within 10 Business Days of its thereafter becoming a co-obligor,
borrower or a guarantor of Indebtedness in respect of the Credit Agreement to
execute and deliver or become a party to the Subsidiary Guaranty, and shall
deliver to each holder of Notes:


 


(i)            an
executed counterpart of the Subsidiary Guaranty, or, if the Subsidiary Guaranty
has been previously executed and delivered, an executed counterpart of a
Joinder thereto;


 


(ii)           copies
of such directors’ or other authorizing resolutions, charter, bylaws and other
constitutive documents of such Subsidiary as the Required Holders may
reasonably request; and


 


(iii)          an opinion of counsel reasonably satisfactory
to the Required Holders covering the authorization, execution, delivery, compliance
with law, no conflict with other documents, no consents and enforceability of
the Subsidiary Guaranty against such Subsidiary in form and substance
reasonably satisfactory to the Required Holders.


 


(b)           Release
of Subsidiary Guarantor. Each holder of a Note fully releases and
discharges from the Subsidiary Guaranty each Subsidiary Guarantor, immediately
and without any further act, upon such Subsidiary Guarantor being released and
discharged as a co-obligor, borrower or guarantor under and in respect of the
Credit Agreement; provided that (i) no Default or Event of Default exists or
will exist immediately following such release and discharge; and (ii) at the
time of such release and discharge, the Company delivers to each holder of
Notes a certificate of a Responsible Officer certifying (x) that such
Subsidiary Guarantor has been or is being released and discharged as a
co-obligor, borrower or guarantor under and in respect of the Credit Agreement
and (y) as to the matters set forth in clause (i). Any outstanding Indebtedness
of a Subsidiary 


 


28

















 


Guarantor shall be
deemed to have been incurred by such Subsidiary Guarantor as of the date it is
released and discharged from the Subsidiary Guaranty.


 


(c)           Release
of Collateral. Each holder of Notes fully releases the interest of the
holders in any collateral under the Collateral Documents upon the release of
such collateral by the holders of Indebtedness under the Credit Agreement and
any other parties to the Intercreditor Agreement; provided that (i) no Default
or Event of Default exists or will exist immediately following such release;
(ii) if any fee or other consideration is paid or given to any holder of
Indebtedness under the Credit Agreement as consideration for such release,
other than the repayment of all or a portion of such Indebtedness under such
Credit Agreement, together with accrued interest thereon and other amounts with
respect to such Indebtedness, each holder of a Note receives equivalent consideration
on a pro rata basis; and (iii) at the time of such release and discharge, the
Company delivers to each holder of Notes a certificate of a Responsible Officer
certifying (x) that such collateral has been or is being released by the
holders of Indebtedness under the Credit Agreement and any other parties to the
Intercreditor Agreement and (y) as to the matters set forth in clause (i).


 


9.8          Pari Passu
Ranking.


 


The Indebtedness evidenced by the Notes will, upon
issuance of the Notes, and will continue to, at all times until payment in full
of the Notes, rank at least pari passu in right of payment, without preference
or priority, with all of the Company’s other outstanding secured and
unsubordinated obligations, except for those obligations that are mandatorily
afforded priority by operation of law (and not by contract).


 


9.9          Mortgages.


 


The Parent and the Company will, and will cause each
Subsidiary Guarantor to, execute and deliver to the Collateral Agent, not later
than 30 days after the date of Closing, an amendment to, or a restatement and
amendment of, each mortgage on real property constituting part of the
Collateral to which it is a party and any ancillary or related documents that
they have not provided at the Closing, including either a date down endorsement
to each title insurance policy insuring such mortgage or a new title insurance
policy insuring such mortgage and as soon as practicable thereafter will
deliver a copy of each such executed amendment or amendment and restatement and
each such endorsement or policy to each of you and your special counsel.


 


10.          NEGATIVE
COVENANTS.


 


The Parent and the Company covenant that so long as
any of the Notes are outstanding:


 


10.1        Leverage
Ratio.


 


The Parent and the Company will not permit
the ratio (the “Leverage Ratio”), determined as of the end of each of its
Fiscal Quarters, of Consolidated Funded Indebtedness to Consolidated EBITDA for
the then most recently completed four Fiscal Quarters to exceed 3.25 


 


29

















 


to 1.00;
provided, however, that (i) if at any time the maximum leverage ratio under the
Credit Agreement is higher than 3.25 to 1.00, the Leverage Ratio under this
Agreement shall be the same as the level under the Credit Agreement, up to a
maximum of 3.50 to 1.00, and (ii) if the Credit Agreement is terminated, the
Leverage Ratio under this Agreement shall be 3.50 to 1.00.


 


10.2        Minimum
Consolidated Net Worth.


 


The
Parent and the Company will not, at any time, permit Consolidated Net Worth to
be less than (i) $550,000,000 (or
(A) such lesser amount that is set forth in the corresponding provision of the
Credit Agreement (but not less than $500,000,000), or (B) in the event the
Credit Agreement is terminated and not replaced by a successor Credit Agreement,
$500,000,000)  minus (ii) amounts expended by the Parent on or after July 1,
2007 in connection with repurchases or redemptions of its capital stock plus
(iii) 50% of Consolidated Net Income (if positive) earned in each Fiscal Quarter beginning with
the Fiscal Quarter ended June 30, 2007, plus (iv) 50% of the net cash
proceeds resulting from issuances of the Parent’s or any Subsidiary’s Capital
Stock from and after the date of the Closing of the issuance of the Series
2007-A Notes.


 


10.3        Priority Debt.


 


The Parent will not at any time permit
Priority Debt to exceed 10% of Consolidated Total Assets as of the end of the
most recently completed Fiscal Quarter.


 


10.4        Liens.


 


The Parent and Company will not, and the Parent will
not permit any Subsidiary to, create, incur or suffer to exist any Lien on its
properties or assets, including capital stock, whether now owned or hereafter
acquired, except:


 


(a)           Liens
under the Collateral Documents;


 


(b)           Liens
for taxes, assessments or governmental charges or levies not then due and
delinquent or the nonpayment of which is permitted by Section 9.4;


 


(c)           Liens
imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s
and mechanics’ liens and other similar liens arising in the ordinary course of
business which secure payment of obligations not more than 45 days past due or
which are being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on
its books;


 


(d)           Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation;


 


(e)           Liens
existing as of the Closing of the sale of the Series 2007-A Notes;


 


(f)            Deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;


 


30

















 


(g)           Deposits
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;


 


(h)           Easements,
reservations, rights-of-way, restrictions, survey exceptions and other similar
encumbrances and minor title imperfections as to real property of the Parent,
the Company and the Subsidiaries which, in the aggregate, are not Material in
amount and that do not materially interfere with the ordinary conduct of the
business of the Parent, the Company or such Subsidiary conducted at the
property subject thereto;


 


(i)            Liens
arising by reason of any judgment, decree or order of any court or other
governmental authority, but only to the extent and for an amount and for a
period not resulting in an Event of Default under Section 11(i);


 


(j)            Liens
arising in connection with a Receivables Purchase Facility;


 


(k)           Liens
existing on any asset of any Subsidiary of the Company at the time such
Subsidiary becomes a Subsidiary and not created in contemplation of such event;


 


(l)            Liens
on any asset securing Indebtedness incurred or assumed for the purpose of
financing or refinancing all or any part of the cost of acquiring or
constructing such asset; provided that such Lien attaches to such asset
concurrently with or within six (6) months after the acquisition or completion
or construction thereof;


 


(m)          Liens
existing on any asset of any Subsidiary of the Company at the time such
Subsidiary is merged or consolidated with or into the Company or any other
Subsidiary and not created in contemplation of such event;


 


(n)           Liens
existing on any specific fixed asset prior to the acquisition thereof by the
Company or any Subsidiary and not created in contemplation thereof; provided
that such Liens do not encumber any other property or assets, other than
improvements thereon and proceeds thereof;


 


(o)           Liens
arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted under paragraphs (e) and (k) through
(n) of this Section 10.4; provided that (i) such Indebtedness is not secured by
any additional assets, other than improvements thereon and proceeds thereof,
and (ii) the amount of such Indebtedness secured by any such Lien is not
increased;


 


(p)           Liens
securing Permitted Purchase Money Indebtedness; provided
that such Liens shall not apply to any property of the Parent, the Company or
any Subsidiary other than that purchased with the proceeds of such Permitted
Purchase Money Indebtedness other than improvements thereon and proceeds
thereof;


 


(q)           Liens
in respect of Capital Lease Obligations and Liens arising under any equipment,
furniture or fixtures leases or property consignments to the Parent, the
Company or any Subsidiary for which the filing of a precautionary financing statement
is permitted under the Collateral Documents;


 


31

















 


(r)            Licenses,
leases or subleases granted to others in the ordinary course of business that
do not materially interfere with the conduct of the business of the Parent, the
Company and the Subsidiaries taken as a whole;


 


(s)           Statutory
and contractual landlords’ Liens under leases to which the Parent, the Company
or any Subsidiary is a party;


 


(t)            Liens
in favor of a banking institution or securities intermediary arising as a
matter of applicable law encumbering deposits (including the right of set-off)
or financial assets held by such banking institutions or securities
intermediaries incurred in the ordinary course of business and which are within
the general parameters customary in the banking industry or securities
industry;


 


(u)           Liens
in favor of customs and revenue authorities arising as a matter of applicable
law to secure the payment of customs’ duties in connection with the importation
of goods;


 


(v)           Any
interest or title of a lessor, sublessor, licensee or licensor under any lease
or license agreement not prohibited by this Agreement;


 


(w)          Liens
encumbering cash deposits in an amount not to exceed the greater of (i)
$30,000,000 or (ii) 2% of Consolidated Total Assets to secure Permitted
Customer Financing Guarantees;


 


(x)            Liens
on shares of the Parent’s Capital Stock that have been repurchased by the
Parent and held in treasury; and


 


(y)           Liens
securing Indebtedness not otherwise permitted by paragraphs (a) through (x) of
this Section 10.4, provided that Priority Debt does not when incurred exceed
10% of Consolidated Total Assets as of the end of the most recently completed
Fiscal Quarter.


 


10.5        Subsidiary
Indebtedness


 


The Parent will not at any time permit any Subsidiary,
other than the Company or an SPV, to, directly or indirectly, create, incur,
assume, guarantee, have outstanding, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness other than:


 


(a)           Indebtedness
of a Subsidiary that is a Guarantor of the Notes under the Subsidiary Guaranty;


 


(b)           Indebtedness
of a Subsidiary outstanding on the date of Closing that is listed and described
in Schedule 10.5 and any extension, refinancing, renewal or refunding thereof; provided that there is no increase in the
principal amount of such Indebtedness (plus accrued interest and any applicable
premium and associated fees and expenses);


 


32

















 


(c)           Indebtedness
of a Subsidiary owed to the Company or a Wholly Owned Subsidiary;


 


(d)           Indebtedness
of a Person outstanding at the time such Person becomes a Subsidiary, provided
that (i) such Indebtedness shall not have been incurred in contemplation of
such Person becoming a Subsidiary and (ii) immediately after such Person
becomes a Subsidiary, no Default of Event of Default shall exist, and any
extension, refinancing, renewal or refunding thereof; provided that there is no increase in the principal amount of such
Indebtedness (plus accrued interest and any applicable premium and associated
fees and expenses);


 


(e)           Indebtedness
arising under Rate Management Transactions;


 


(f)            Amounts
owing under Receivables Purchase Facilities; and


 


(g)           Indebtedness
of a Subsidiary not otherwise permitted by paragraphs (a) through (f) of this
Section 10.5, provided that immediately before and after giving effect thereto
and to the application of the proceeds thereof and the concurrent retirement of
any other Indebtedness,


 


(i)            no
Default or Event of Default exists, and


 


(ii)           Priority
Debt does not exceed 10% of Consolidated Total Assets as of the end of the most
recently completed Fiscal Quarter.


 


10.6        Mergers,
Consolidations, etc.


 


The Parent and the Company will not consolidate with
or merge with any other Person or convey, transfer, sell or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person except that:


 


(a)           the
Company may consolidate or merge with the Parent or convey, transfer, sell or
lease all or substantially all of its assets in a single transaction or series
of transactions to the Parent, provided that the Parent is the successor or
survivor;


 


(b)           each
of the Parent and the Company may consolidate or merge with any other Person or
convey, transfer, sell or lease all or substantially all of its assets in a
single transaction or series of transactions to any Person, provided that


 


(i)            the
successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer, sale or lease all or
substantially all of the assets of the Parent or the Company as an entirety, as
the case may be, is a solvent corporation or limited liability company
organized and existing under the laws of the United States or any state thereof
(including the District of Columbia), and, if the Parent or the Company is not
such successor or survivor, such corporation or limited liability company (1)
shall have executed and delivered to each holder of any Notes its assumption of
the due and punctual performance and observance of each covenant and condition
of this Agreement 


 


33

















 


and, in the case
of the Parent, the Parent Guaranty and, in the case of the Company, the Notes,
and (2) shall have caused to be delivered to each holder of any Notes an
opinion of nationally recognized counsel or other counsel reasonably
satisfactory to the Required Holders, to the effect that all agreements or
instruments effecting such assumption are enforceable in accordance with their
terms and comply with the terms hereof; and


 


(ii)           after
giving effect to such transaction, no Default or Event of Default shall exist.


 


No such conveyance,
transfer, sale or lease of all or substantially all of the assets of the Parent
or the Company shall have the effect of releasing the Parent or the Company or
any successor corporation or limited liability company that shall theretofore
have become such in the manner prescribed in this Section 10.6 from its
liability under this Agreement, the Collateral Documents, the Parent Guaranty,
in the case of the Parent, or the Notes, in the case of the Company.


 


10.7        Sale of
Assets.


 


Except as permitted by Section 10.6, the Parent
will not, and will not permit any Subsidiary to, sell, lease, transfer or
otherwise dispose of, including by way of merger (collectively a “Disposition”),
any assets, in one or a series of transactions, to any Person, other than:


 


(a)           Dispositions
in the ordinary course of business;


 


(b)           Dispositions
by a Subsidiary to the Parent or a Wholly Owned Subsidiary or by the Parent to
a Wholly Owned Subsidiary;


 


(c)           Dispositions
pursuant to the Receivables Purchase Documents in connection with Receivables Purchase Facilities;


 


(d)           Dispositions
of cash equivalent investments;


 


(e)           Dispositions
not otherwise permitted by paragraphs (a) through (d) of this Section 10.7
provided that:


 


(i)            in
the good faith opinion of the Parent, the Disposition is in exchange for
consideration having a fair market value at least equal to that of the property
exchanged and is in the best interest of the Parent or such Subsidiary;


 


(ii)           immediately
after giving effect to the Disposition, no Default or Event of Default shall
exist; and


 


(iii)          immediately after giving effect to the
Disposition, the aggregate net book value of all assets that were the subject
of any Disposition pursuant to this paragraph (e) occurring in the then current
Fiscal Year would not exceed 15% of Consolidated Total Assets as of the last
day of the most recently ended Fiscal Year of the Parent.


 


34

















 


Notwithstanding the foregoing, the Parent may, or may
permit a Subsidiary to, make a Disposition and the assets subject to such
Disposition shall not be subject to or included in the foregoing limitation and
computation contained in paragraph (e)(iii) of the preceding sentence if,
within 365 days of such Disposition, an amount equal to the net proceeds from
such Disposition is:


 


(A)          reinvested
in assets used or useful in the existing business of the Parent or a
Subsidiary; or


 


(B)           the
net proceeds from such Disposition are applied to the payment or prepayment of
the Notes or any other outstanding Indebtedness of the Parent or any Subsidiary
ranking pari passu with or senior to the Notes (other than Indebtedness in
respect of any revolving credit or similar credit facility providing the
Company or any Subsidiary with the right to obtain loans or other extensions of
credit from time to time, except to the extent that in connection with such
payment of Indebtedness the availability of credit under such credit facility
is reduced by an amount not less than the amount of such proceeds applied to
the payment of such Indebtedness).


 


For purposes of foregoing clause (B), if the
Company elects to pay or prepay the Notes, the Company shall offer to prepay
(on a Business Day not less than 30 or more than 60 days following such offer)
the Notes, on a pro rata basis with any such other Indebtedness ranking pari
passu with the Notes, at a price of 100% of the principal amount of the Notes
to be prepaid (without any Make-Whole Amount or LIBOR Breakage Amount) together
with interest accrued to but excluding the date of prepayment; provided that if
any holder of the Notes declines or rejects such offer, the proceeds that would
have been paid to such holder shall be offered pro rata to the other holders of
the Notes that have accepted the offer. A failure by a holder of Notes to
respond in writing not later than 10 Business Days prior to the proposed prepayment
date to an offer to prepay made pursuant to this Section 10.7 shall be deemed
to constitute a rejection of such offer by such holder. Solely for the purposes
of foregoing clause (B), whether or not such offers are accepted by the
holders, the entire principal amount of the Notes subject to such offer to
prepay shall be deemed to have been prepaid.


 


10.8        Restriction
on Dividends and Other Distributions.


 


The Parent and the
Company will not, nor will they permit any Subsidiary to, declare or pay any dividend
or make any distribution on its Capital Stock (other than dividends payable in
its own Capital Stock) or redeem, repurchase or otherwise acquire or retire any
of its Capital Stock at any time outstanding, except that (i) any Subsidiary of
the Company may declare and pay dividends and make distributions to the Company
or to any other Subsidiary of the Company, (ii) any Subsidiary of the Company
which is not a Wholly Owned Subsidiary may pay dividends to its shareholders
generally so long as the Company or its respective Subsidiary which owns the
equity interest or interests in the Subsidiary paying such dividends receives
at least its proportionate share thereof, (iii) the Company may declare and pay
dividends and make distributions to the Parent to enable the Parent to, and the
Parent may, (a) pay any income, franchise or like taxes, (b) pay its operating
expenses (including, without limitation, legal, accounting, reporting, listing
and similar expenses) in an aggregate amount not exceeding $5,000,000 in any
Fiscal Year (excluding in any event non-cash charges related to employee 


 


35

















 


compensation or compensation to non-executive members of the Parent’s
board of directors) and (c) so long as no Default shall be continuing or result
therefrom, repurchase its common stock and warrants and/or redeem or repurchase
vested management options, in each case, from directors, officers and employees
of the Parent and its Subsidiaries, and (iv) so long as no Default shall be
continuing or result therefrom, the Company may make distributions to the
Parent and the Parent may redeem, repurchase, acquire or retire an amount of
its Capital Stock or warrants or options therefor, or declare and pay any
dividend or make any distribution on its Capital Stock (all such actions under
this clause (iv) collectively, “Distributions”), (a) if at the time of making
such Distribution the Leverage Ratio (calculated on a pro forma basis giving
effect to any acquisition since the end of the most recently ended Fiscal
Quarter, such Distribution and any Indebtedness incurred in connection
therewith) is less than or equal to 2.75 to 1.00, on an unlimited basis, and
(b) if at the time of making such Distribution the Leverage Ratio (calculated on
a pro forma basis giving effect to any acquisition since the end of the most
recently ended Fiscal Quarter, such Distribution and any Indebtedness incurred
in connection therewith) is greater than 2.75 to 1.00, in an amount not greater
than the Maximum Payment Amount.


 


Notwithstanding the
foregoing, (i) if at any time the restriction on dividends covenant in the
Credit Agreement is amended, replaced or removed, this Section 10.8 shall
automatically be amended, replaced or removed so that it shall be identical to
the Credit Agreement and (ii) if the Credit Agreement is terminated and not replaced by a successor Credit
Agreement, this Section 10.8 shall terminate and be of no further force
or effect.


 


10.9        Nature of
Business.


 


The Parent will not, and will not permit any
Subsidiary to, engage in any business if, as a result, the Parent and its
Subsidiaries, taken as a whole, would cease to be engaged primarily in the
Distribution Business.


 


10.10      Transactions
with Affiliates.


 


The Parent will not, and will not permit any
Subsidiary to, enter into directly or indirectly any Material transaction or
Material group of related transactions (including the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Parent or another Subsidiary), except in the ordinary
course and pursuant to the reasonable requirements of the Parent’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Parent or such Subsidiary than would be obtainable in a comparable arm’s-length
transaction with a Person not an Affiliate.


 


10.11      Terrorism
Sanctions Regulations.


 


The Parent will not and will not permit any Subsidiary
to (a) become a Person described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control or
in Section 1 of the Anti Terrorism Order or (b) knowingly engage in any
dealings or transactions with any such Person.


 


36
















 


11.          EVENTS OF
DEFAULT.


 


An “Event of Default” shall exist if any of the
following conditions or events shall occur and be continuing:


 


(a)           the
Company defaults in the payment of any principal, Make-Whole Amount, if any,
prepayment premium, if any, or LIBOR Breakage Amount, if any, on any Note when
the same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise; or


 


(b)           the
Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or


 


(c)           the
Parent or the Company defaults in the performance of or compliance with any
term contained in Section 7.1(d) or Sections 10.1 through 10.7; or


 


(d)           the
Parent or the Company defaults in the performance of or compliance
with any term contained herein (other than those referred to in
paragraphs (a), (b) and (c) of this Section 11) and such default is
not remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving
written notice of such default from any holder of a Note (any such written
notice to be identified as a “notice of default” and to refer specifically to
this paragraph (d) of Section 11); or


 


(e)           any
representation or warranty made in writing by or on behalf of the Parent or the
Company or by any officer of the Parent or the Company in this Agreement or in
any writing furnished in connection with the transactions contemplated hereby
or thereby proves to have been false or incorrect in any material respect on
the date as of which made; or


 


(f)            (i)
the Parent or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole
amount, or interest on any Indebtedness that is outstanding in an aggregate
principal amount of at least $25,000,000 beyond any period of grace provided
with respect thereto, or (ii) the Parent or any Subsidiary is in default
in the performance of or compliance with any term of any evidence of any
Indebtedness that is outstanding in an aggregate principal amount of at least
$25,000,000 or of any mortgage, indenture or other agreement relating thereto
or any other condition exists, and as a consequence of such default or
condition such Indebtedness has become, or has been declared (or one or more
Persons are entitled to declare such Indebtedness to be), due and payable
before its stated maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event
or condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (x) the
Parent or any Subsidiary has become obligated to purchase or repay Indebtedness
before its regular maturity or before its regularly scheduled dates of payment
in an aggregate outstanding principal amount of at least $25,000,000, or
(y) one or more Persons have the 


 


37





















 


right to require
the Parent or any Subsidiary so to purchase or repay such Indebtedness; or


 


(g)           the
Parent or any Significant Subsidiary (i) is generally not paying, or
admits in writing its inability to pay, its debts as they become due,
(ii) files, or consents by answer or otherwise to the filing against it
of, a petition for relief or reorganization or arrangement or any other
petition in bankruptcy, for liquidation or to take advantage of any bankruptcy,
insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors,
(iv) consents to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect to any
substantial part of its property, (v) is adjudicated as insolvent or to be
liquidated, or (vi) takes corporate action for the purpose of any of the
foregoing; or


 


(h)           a
court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Parent or any Significant Subsidiary, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial part of the Company’s property, or
constituting an order for relief or approving a petition for relief or
reorganization or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Parent or any Significant
Subsidiary, or any such petition shall be filed against the Parent or any
Significant Subsidiary and such petition shall not be dismissed within 60 days;
or


 


(i)            a
final judgment or judgments for the payment of money aggregating in excess of
$25,000,000 are rendered against one or more of the Parent and a Significant
Subsidiary, which judgments are not, within 60 days after entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged within 60
days after the expiration of such stay; or


 


(j)            if
(i) any Plan shall fail to satisfy the minimum funding standards of ERISA
or the Code for any plan year or part thereof or a waiver of such standards or
extension of any amortization period is sought or granted under
section 412 of the Code, (ii) a notice of intent to terminate any
Plan shall have been or is reasonably expected to be filed with the PBGC or the
PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the
Parent or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the Parent or any ERISA Affiliate shall have incurred
or is reasonably expected to incur any liability pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, (iv) the Parent or any ERISA Affiliate withdraws from any
Multiemployer Plan, or (v) the Parent or any Subsidiary establishes or amends
any employee welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the Parent or any
Subsidiary thereunder; and any such event or events described in clauses (i)
through (v) above, either individually or together with any other such event or
events, would reasonably be expected to have a Material Adverse Effect; or


 


38

















 


(k)           the
Parent Guaranty ceases to be in full force and effect or is declared to be null
and void in whole or in material part by a court or other governmental or
regulatory authority having jurisdiction or the validity or enforceability
thereof shall be contested by the Parent or it renounces any of the same or
denies that it has any or further liability thereunder; or


 


(l)            the
Subsidiary Guaranty ceases to be in full force and effect (except in accordance
with the provisions of Section 9.7(b)) or is declared to be null and void in
whole or in material part by a court or other governmental or regulatory
authority having jurisdiction or the validity or enforceability thereof shall
be contested by the Company or any Subsidiary Guarantor or any of them
renounces any of the same or denies that it has any or further liability
thereunder; or


 


(m)          any
of the Collateral Documents at any time for any reason ceases to be in full
force and effect (except in accordance with the provisions of Section 9.7(c))
or shall be declared null and void in whole or in material part by a court or
other governmental or regulatory authority having jurisdiction or the validity
or enforceability thereof shall be contested by the Company or any Subsidiary
or any of them shall renounce any of the same or deny that it has any or
further liability thereunder


 


As used in Section 11(j), the terms “employee benefit
plan” and “employee welfare benefit plan” shall have the respective meanings
assigned to such terms in section 3 of ERISA.


 


12.          REMEDIES ON
DEFAULT, ETC.


 


12.1        Acceleration.


 


(a)           If
an Event of Default with respect to the Parent or the Company described in
paragraph (g) or (h) of Section 11 (other than an Event of Default
described in clause (i) of paragraph (g) or described in clause (vi)
of paragraph (g) by virtue of the fact that such clause encompasses clause
(i) of paragraph (g)) has occurred, all the Notes then outstanding shall
automatically become immediately due and payable.


 


(b)           If
any other Event of Default has occurred and is continuing, any holder or
holders of at least 51% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.


 


(c)           If
any Event of Default described in paragraph (a) or (b) of Section 11 has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it
or them to be immediately due and payable.


 


Upon any Notes becoming due and payable under this
Section 12.1, whether automatically or by declaration, such Notes will
forthwith mature and the entire unpaid principal amount of such Notes, plus (w)
all accrued and unpaid interest thereon (including, but not limited to,
interest accrued thereon at the Default Rate, to the extent permitted by
applicable 


 


39

















 


law), (x) any applicable Make-Whole Amount determined
in respect of such principal amount (to the full extent permitted by applicable
law), (y) any applicable prepayment premium (to the full extent permitted by
applicable law), and (z) any LIBOR Breakage Amount determined in respect of
such principal amount, shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of which
are hereby waived. The Company acknowledges, and the parties hereto agree, that
each holder of a Note has the right to maintain its investment in the Notes
free from repayment by the Company (except as herein specifically provided for)
and that the provision for payment of a Make-Whole Amount, prepayment premium
or LIBOR Breakage Amount by the Company, if any, in the event that the Notes
are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such
circumstances.


 


12.2        Other
Remedies.


 


If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any Note
at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in
any Note, or for an injunction against a violation of any of the terms hereof
or thereof, or in aid of the exercise of any power granted hereby or thereby or
by law or otherwise.


 


12.3        Rescission.


 


At any time after any Notes have been declared due and
payable pursuant to clause (b) or (c) of Section 12.1, the holder or holders of
at least 51% in principal amount of the Notes then outstanding, by written
notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes, all
principal of and any applicable Make-Whole Amount, prepayment premium and LIBOR
Breakage Amount on any Notes that are due and payable and are unpaid other than
by reason of such declaration, and all interest on such overdue principal and
any Make-Whole Amount, prepayment premium and LIBOR Breakage Amount and (to the
extent permitted by applicable law) any overdue interest in respect of the Notes,
at the Default Rate, (b) neither the Company nor any other Person shall have
paid any amounts that have become due solely by reason of such declaration, (c)
all Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been
waived pursuant to Section 17, and (d) no judgment or decree has been entered
for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.


 


12.4        No Waivers
or Election of Remedies, Expenses, etc.


 


No course of dealing and no delay on the part of any
holder of any Note in exercising any right, power or remedy shall operate as a
waiver thereof or otherwise prejudice such holder’s rights, powers or remedies.
No right, power or remedy conferred by this Agreement or by any Note upon any
holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by
statute 


 


40

















 


or otherwise. Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under this
Section 12, including reasonable attorneys’ fees, expenses and disbursements.


 


13.          REGISTRATION;
EXCHANGE; SUBSTITUTION OF NOTES.


 


13.1        Registration
of Notes.


 


The Company shall keep at its principal executive
office a register for the registration and registration of transfers of Notes. The
name and address of each holder of one or more Notes, each transfer thereof and
the name and address of each transferee of one or more Notes shall be
registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed
and treated as the owner and holder thereof for all purposes hereof, and the
Company shall not be affected by any notice or knowledge to the contrary. The
Company shall give to any holder of a Note that is an Institutional Investor,
promptly upon request therefor, a complete and correct copy of the names and
addresses of all registered holders of Notes.


 


13.2        Transfer and
Exchange of Notes.


 


Upon surrender of any Note to the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(iii)), for registration of transfer or exchange (and in the case of
a surrender for registration of transfer accompanied by a written instrument of
transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name,
address and other information for notices of each transferee of such Note or
part thereof), the Company shall execute and deliver within 10 Business Days,
at the Company’s expense (except as provided below), one or more new Notes (as
requested by the holder thereof) of the same series or tranche in exchange
therefor, in an aggregate principal amount equal to the unpaid principal amount
of the surrendered Note. Each such new Note shall be payable to such Person as
such holder may request and shall be substantially in the form of the Note
specified for the Notes of such series and tranche, if any. Each such new Note
shall be dated and bear interest from the date to which interest shall have
been paid on the surrendered Note or dated the date of the surrendered Note if
no interest shall have been paid thereon. The Company may require payment of a
sum sufficient to cover any stamp tax or governmental charge imposed in respect
of any such transfer of Notes. Notes shall not be transferred in denominations
of less than $500,000, provided that if necessary to enable the registration of
transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than $500,000. Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representations set forth in Sections 6.1 and 6.2.


 


13.3        Replacement
of Notes.


 


Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iii)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, 


 


41

















 


in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and


 


(a)           in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an
original Purchaser or another holder of a Note with a minimum net worth of at
least $50,000,000 or a Qualified Institutional Buyer, such Person’s own
unsecured agreement of indemnity shall be deemed to be satisfactory), or


 


(b)           in
the case of mutilation, upon surrender and cancellation thereof,


 


the Company at its own expense shall execute and
deliver within 10 Business Days, in lieu thereof, a new Note of the same series
and tranche, dated and bearing interest from the date to which interest shall
have been paid on such lost, stolen, destroyed or mutilated Note or dated the
date of such lost, stolen, destroyed or mutilated Note if no interest shall
have been paid thereon.


 


14.          PAYMENTS ON
NOTES.


 


14.1        Place of
Payment.


 


Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, prepayment premium, if any, LIBOR Breakage Amount,
if any, and interest becoming due and payable on the Notes shall be made in New
York, New York at the principal office of JPMorgan Chase Bank, N.A. in such
jurisdiction. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.


 


14.2        Home Office
Payment.


 


So long as you or your nominee shall be the holder of
any Note, and notwithstanding anything contained in Section 14.1 or in such
Note to the contrary, the Company will pay all sums becoming due on such Note
for principal, Make-Whole Amount, if any, prepayment premium, if any, LIBOR
Breakage Amount, if any, and interest by the method and at the address specified
for such purpose below your name in Schedule A, or by such other method or at
such other address as you shall have from time to time specified to the Company
in writing for such purpose, without the presentation or surrender of such Note
or the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, you shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Company at its principal
executive office or at the place of payment most recently designated by the
Company pursuant to Section 14.1. Prior to any sale or other disposition of any
Note held by you or your nominee you will, at your election, either endorse
thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes pursuant to Section 13.2. The Company
will afford the benefits of this Section 14.2 to any Institutional Investor
that is the direct or indirect transferee of 


 


42

















 


any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have made in this
Section 14.2.


 


15.          EXPENSES,
ETC.


 


15.1        Transaction
Expenses.


 


Whether or not the transactions contemplated hereby
are consummated, the Parent or the Company will pay all reasonable and properly
documented out-of-pocket costs and expenses (including reasonable and properly
documented attorneys’ fees of one special counsel and, if reasonably required
by the Required Holders, local counsel) incurred by you and each Other
Purchaser or holder of a Note in connection with such transactions and in
connection with any amendments, waivers or consents under or in respect of this
Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the
Intercreditor Agreement or the Collateral Documents (whether or not such
amendment, waiver or consent becomes effective), including, without limitation:
(a) the costs and expenses incurred in enforcing or defending (or determining
whether or how to enforce or defend) any rights under this Agreement, the
Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor
Agreement or the Collateral Documents or in responding to any subpoena or other
legal process or informal investigative demand issued in connection with this
Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor
Agreement or the Collateral Documents, or by reason of being a holder of any
Note, (b) the costs and expenses, including financial advisors’ fees, incurred
in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby, by the Notes, by the Parent Guaranty, the
Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents
and (c) the costs and expenses, not in excess of $3,000, incurred in connection
with the initial filing of this Agreement and all related documents and
financial information with the SVO. The Company will pay, and will save you and
each Other Purchaser or holder of a Note harmless from, all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its
purchase of the Notes).


 


15.2        Survival.


 


The obligations of the Company under this
Section 15 will survive the payment or transfer of any Note, the
enforcement, amendment or waiver of any provision of this Agreement or the
Notes, and the termination of this Agreement.


 


16.          SURVIVAL OF
REPRESENTATIONS AND WARRANTIES; ENTIRE   AGREEMENT.


 


All representations and warranties contained herein
shall survive the execution and delivery of this Agreement and the Notes, the
purchase or transfer by you of any Note or portion thereof or interest therein
and the payment of any Note, and may be relied upon by any subsequent holder of
a Note, regardless of any investigation made at any time by or on behalf of you
or any other holder of a Note; provided, however that all representations and
warranties contained herein shall expire upon the indefeasible payment in full
of all amounts due in connection with this Agreement. All statements contained
in any certificate or other instrument 


 


43

















 


delivered by or on behalf of the Parent or the Company
pursuant to this Agreement shall be deemed representations and warranties of
the Parent and the Company under this Agreement. Subject to the preceding
sentence, this Agreement (including any Supplements), the Notes, the Parent
Guaranty, the Subsidiary Guaranty and the Collateral Documents embody the
entire agreement and understanding between you and the Parent and the Company
and supersede all prior agreements and understandings relating to the subject
matter hereof.


 


17.          AMENDMENT
AND WAIVER.


 


17.1        Requirements.


 


This Agreement, the Notes, the Parent Guaranty, the
Subsidiary Guaranty and the Collateral Documents may be amended, and the
observance of any term hereof or thereof may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to acceleration
or rescission, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the Make-Whole Amount or any prepayment premium
or LIBOR Breakage Amount on, the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to
any such amendment or waiver, or (iii) amend any of Sections 8, 11(a),
11(b), 12, 17 or 20. Notwithstanding the foregoing, but subject to the
provisions of Section 12 relating to acceleration or rescission, (x) a specific
series of Notes (and the related provisions of this Agreement) may be amended
by the Company and the holders of 100% of the aggregate principal amount of
such series of Notes if the effect of such amendment is solely to change the amount
or time of any prepayment or payment of principal of, or reduce the rate or
change the time of payment or method of computation of interest or the
Make-Whole Amount or the LIBOR Breakage Amount on the Notes of such series, and
(y) if an amendment, waiver or consent affects one or more series or tranches
of Notes but not all series or tranches of Notes, such amendment, waiver or
consent shall only require approval of the requisite percentage, determined in
accordance with this Section 17.1, of the holders of the series or tranches
affected thereby (voting together as a single class, if more than one series or
tranche is affected thereby).


 


17.2        Solicitation
of Holders of Notes.


 


(a)           Solicitation.
The Parent and the Company will provide each holder of the Notes (irrespective
of the amount of Notes then owned by it) with sufficient information,
sufficiently far in advance of the date a decision is required, to enable such
holder to make an informed and considered decision with respect to any proposed
amendment, waiver or consent in respect of any of the provisions hereof or of
the Notes. The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date
on which it is executed and delivered by, or receives the consent or approval
of, the requisite holders of Notes.


 


44

















 


(b)           Payment.
The Parent and the Company will not directly or indirectly pay or cause to be
paid any remuneration, whether by way of supplemental or additional interest,
fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
that also enters into any waiver or amendment of any of the terms and
provisions hereto. If any such remuneration is paid to any holder of Notes that
for any reason does not enter into any waiver or amendment of any of the terms
and provisions hereof, such remuneration shall also be paid to all other
non-consenting holders.


 


17.3        Binding
Effect, etc.


 


Any amendment or waiver consented to as provided in
this Section 17 applies equally to all holders of Notes and is binding
upon them and upon each future holder of any Note and upon the Parent and the
Company without regard to whether such Note has been marked to indicate such
amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended
or waived or impair any right consequent thereon. No course of dealing between
the Parent or the Company and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note. As used herein, the term “this Agreement”
or “the Agreement” and references thereto shall mean this Note Purchase
Agreement as it may from time to time be amended or supplemented.


 


17.4        Notes Held
by Company, etc.


 


Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes
then outstanding approved or consented to any amendment, waiver or consent to
be given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.


 


18.          NOTICES.


 


All notices and communications provided for hereunder
shall be in writing and sent (a) by telecopy if the sender on the same day
sends a confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid). Any such notice must be sent:


 


(i)            if
to you or your nominee, to you or it at the address specified for such
communications in Schedule A, or at such other address as you or it shall have
specified to the Company in writing,


 


45

















 


(ii)           if
to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing, or


 


(iii)          if to the Company, the Parent or any
Subsidiary Guarantor, to the Company at its address set forth at the beginning
hereof to the attention of the Senior Vice President and Treasurer, with a copy
to the General Counsel, or at such other address as the Company shall have
specified to the holder of each Note in writing.


 


Notices under this Section 18 will be deemed given
only when actually received.


 


19.          REPRODUCTION
OF DOCUMENTS.


 


This Agreement and all documents relating hereto,
including (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at a Closing (except the Notes
themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by you
by any photographic, photostatic, electronic, digital or other similar process
and you may destroy any original document so reproduced. The Company agrees and
stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or
from introducing evidence to demonstrate the inaccuracy of any such
reproduction.


 


20.          CONFIDENTIAL
INFORMATION.


 


For the purposes of this Section 20, “Confidential
Information” means information delivered to any Purchaser by or on behalf of
the Parent or any Subsidiary in connection with the transactions contemplated
by or otherwise pursuant to this Agreement that is proprietary in nature and
that was clearly marked or labeled or otherwise adequately identified when
received by you as being confidential information of the Parent or such
Subsidiary, provided that such term does not include information that
(a) was publicly known or otherwise known to you prior to the time of such
disclosure, (b) subsequently becomes publicly known through no act or
omission by you or any Person acting on your behalf, (c) otherwise becomes
known to you other than through disclosure by or on behalf of the Parent or any
Subsidiary, or (d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose
Confidential Information to (i) your directors, officers, employees,
agents, attorneys and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by your Notes),
(ii) your financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (iii) any other holder of any Note,
(iv) any Institutional Investor to which you sell or offer to sell such
Note or any part 


 


46

















 


thereof or any participation therein (if such Person
has agreed in writing prior to its receipt of such Confidential Information to
be bound by the provisions of this Section 20), (v) any Person from
which you offer to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or
state regulatory authority having jurisdiction over you, (vii) the NAIC or
the SVO or, in each case, any similar organization, or any nationally recognized
rating agency that requires access to information about your investment
portfolio or (viii) any other Person to which such delivery or disclosure
may be necessary or appropriate (w) to effect compliance with any law,
rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to
which you are a party or (z) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this Section 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions
of this Section 20.


 


21.          SUBSTITUTION
OF PURCHASER.


 


You shall have the right to substitute any one of your
Affiliates as the purchaser of the Notes that you have agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both you and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement, the Collateral Documents and the Intercreditor
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word “you” is used in this Agreement (other than
in this Section 21), such word shall be deemed to refer to such Affiliate in
lieu of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word “you” is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such
Affiliate, but shall refer to you, and you shall have all the rights of an
original holder of the Notes under this Agreement.


 


22.          MISCELLANEOUS.


 


22.1        Successors
and Assigns.


 


All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including any subsequent
holder of a Note) whether so expressed or not.


 


47

















 


22.2        Payments Due
on Non-Business Days.


 


Anything in this Agreement or the Notes to the
contrary notwithstanding (but without limiting the requirement in Section 8.2
that the notice of any optional prepayment specify a Business Day as the date
fixed for such prepayment), any payment of principal of or Make-Whole Amount,
LIBOR Breakage Amount or interest on any Note that is due on a date other than
a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; provided that if the maturity
date of any Note is a date other than a Business Day, the payment otherwise due
on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest
payable on such next succeeding Business Day.


 


22.3        Accounting
Terms.


 


All accounting terms used herein that are not
expressly defined in this Agreement have the meanings respectively given to
them in accordance with GAAP. Except as otherwise specifically provided herein,
(i) all computations made pursuant to this Agreement shall be made in
accordance with GAAP and (ii) all financial statements shall be prepared in
accordance with GAAP.


 


22.4        Severability.


 


Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the fullest extent permitted by law) not
invalidate or render unenforceable such provision in any other jurisdiction.


 


22.5        Construction.


 


Each covenant contained herein shall be construed
(absent express provision to the contrary) as being independent of each other
covenant contained herein, so that compliance with any one covenant shall not
(absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person.


 


For the avoidance of doubt, all Schedules and Exhibits
attached to this Agreement shall be deemed to be a part hereof.


 


22.6        Counterparts.


 


This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.


 


48

















 


22.7        Governing
Law.


 


This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the state of New York excluding choice of law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.


 


22.8        Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)           Each
of the Parent and the Company irrevocably submits to the non-exclusive
jurisdiction of any New York state or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising
out of or relating to this Agreement, the Parent Guaranty, the Subsidiary
Guaranty or the Notes. To the fullest extent permitted by applicable law, each
of the Parent and the Company irrevocably waives and agrees not to assert, by
way of motion, as a defense or otherwise, any claim that it is not subject to
the jurisdiction of any such court, any objection that it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.


 


(b)           Each
of the Parent and the Company consents to process being served by or on behalf
of any holder of Notes in any suit, action or proceeding of the nature referred
to in Section 22.8(a) by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, return
receipt requested, to it at its address specified in Section 18 or at such
other address of which such holder shall then have been notified pursuant to
said Section. Each of the Parent and the Company agrees that such service upon
receipt (i) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by applicable law, be taken and held to be valid personal service
upon and personal delivery to it. Notices hereunder shall be conclusively
presumed received as evidenced by a delivery receipt furnished by the United
States Postal Service or any reputable commercial delivery service.


 


(c)           Nothing
in this Section 22.8 shall affect the right of any holder of a Note to
serve process in any manner permitted by law, or limit any right that the
holders of any of the Notes may have to bring proceedings against the Company
in the courts of any appropriate jurisdiction or to enforce in any lawful
manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(d)           THE
PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH.


 


49

















 


22.9        Holders of
Notes to be Bound by Intercreditor Agreement.


 


Each holder of a Note, other than holders of the
Series 2007-A Notes that are direct parties to the Intercreditor Agreement, by
its acceptance of a Note issued pursuant to this Agreement (whether pursuant to
Section 1.2, 13.2 or 13.3) agrees to be bound by all of terms and provisions of
the Intercreditor Agreement and, upon request of the Collateral Agent, agrees
to provide written confirmation of its agreement to be so bound.


 


 


INTENTIONALLY LEFT BLANK


 


50

















 


If you are in agreement with the foregoing, please
sign the form of agreement on a counterpart of this Agreement and return it to
the Company, whereupon this Agreement shall become a binding agreement between
you, the Company and the Parent.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian S.
  Cooper

  	
   

  
	
   

  	
  Name: Brian S.
  Cooper

  
	
   

  	
  Title:

  	
  Senior Vice
  President, Treasurer and

  
	
   

  	
   

  	
  Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian S.
  Cooper

  	
   

  
	
   

  	
  Name: Brian S.
  Cooper

  
	
   

  	
  Title:

  	
   Senior Vice President, Treasurer and

  
	
   

  	
   

  	
   Assistant Secretary

  
						



 


S-1

















 


This Agreement is
accepted and 

agreed to as of the date thereof.




 


METROPOLITAN
LIFE INSURANCE COMPANY



METLIFE INSURANCE COMPANY OF CONNECTICUT,

by Metropolitan Life Insurance Company, 

its investment manager


 


 


	
  By:

  	
  /s/
  Judith A. Gulotta

  	
   

  
	
  Name:
  Judith A. Gulotta

  
	
  Title:
  Director

  



 


S-2

















 


MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY


 


 


	
  By:

  	
  /s/ Mark A. Ahmed

  	
   

  
	
  Name: Mark A. Ahmed

  
	
  Title: Managing
  Director

  
	
   

  
	
  C.M.
  LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mark A. Ahmed

  	
   

  
	
  Name: Mark A. Ahmed

  
	
  Title: Managing
  Director

  
	
   

  
	
  MML
  BAY STATE LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mark A. Ahmed

  	
   

  
	
  Name: Mark A. Ahmed

  
	
  Title: Managing
  Director

  



 


S-3

















 


	
  PACIFIC
  LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Violet Osterberg

  	
   

  
	
  Name: Violet Osterberg

  
	
  Title: Assistant Vice
  President

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Cathy Schwartz

  	
   

  
	
  Name: /s/ Cathy
  Schwartz

  
	
  Title: Assistant
  Secretary

  
				



 


S-4

















 


	
  SUN
  LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ann C. King

  	
   

  
	
  Name: Ann C. King

  
	
  Title: Authorized
  Signer

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Timothy J. Monahan

  	
   

  
	
  Name: Timothy J.
  Monahan

  
	
  Title: Authorized
  Signer

  
	
   

  
	
   

  
	
  SUN
  LIFE ASSURANCE COMPANY OF CANADA (U.S.)

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ann C. King

  	
   

  
	
  Name: Ann C. King

  
	
  Title: Assistant Vice
  President and Senior Counsel

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Timothy J. Monahan

  	
   

  
	
  Name: Timothy J.
  Monahan

  
	
  Title: Senior Managing
  Director

  
				



 


S-5
















 


SCHEDULE
A


 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  METROPOLITAN LIFE INSURANCE COMPANY

  	
   

  	
  $65,000,000

  






 


(1)          All scheduled payments of principal and interest by wire transfer of
immediately available funds to:


 


Bank Name:       JPMorgan Chase
Bank


ABA Routing #:           021-000-021


Account No.:    002-2-410591


Account Name:            Metropolitan
Life Insurance Company


Ref:       United Stationers, Inc.
Floating Rate Secured Senior Note, Series 2007-A due 10-15-14


 


with
sufficient information to identify the source and application of such funds,
including issuer, PPN#, interest rate, maturity and whether payment is of
principal, interest, make whole amount or otherwise.


 


For all payments other
than scheduled payments of principal and interest, the Company shall seek
instructions from the holder, and in the absence of instructions to the
contrary, will make such payments to the account and in the manner set forth
above.


 


(2)                                  Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention:  Director
 Facsimile (973) 355-4250


 


With a
copy OTHER than with respect to deliveries of financial
statements to:


 


Metropolitan
Life Insurance Company


P.O. Box 1902


10 Park Avenue


Morristown, New Jersey
07962-1902


Attention: Chief
Counsel-Securities Investments (PRIV)


Facsimile (973) 355-4338


 


1

















 


(3)          E-mail address for
Electronic Delivery:


 


jdickson@metlife.com


 


(4)          Address for delivery of
Notes:


 


Metropolitan
Life Insurance Company


Securities
Investments, Law Department


P.O.
Box 1902


10
Park Avenue


Morristown,
New Jersey 07962-1902


Attention:
Jane J. Dickson, Esq.


 


(5)          In addition, please send
one complete set of closing documents with original signatures; two bound sets
of conformed copies of the principal documents; and 1 CD-ROM of the closing
documents to:


 


Metropolitan Life
Insurance Company

Attention: Jane J. Dickson, Esq.

10 Park Avenue/P.O. Box 1902

Morristown, New Jersey 07962


 


AND


 


One CD_ROM to:


 


MetLife

Attention: Mary Phillips

18210 Crane Nest Drive

Tampa, Florida 33647-2748

(813) 983-4564


 


(6)          Tax ID: 13-5581829


 


2

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  METLIFE INSURANCE COMPANY OF CONNECTICUT

  	
   

  	
  $10,000,000

  






 


(1)          All scheduled payments of principal and interest by wire transfer of
immediately available funds to:


 


Bank
Name:      US Bank Trust


ABA Routing #:           091000022


Account
No.:     180121167365


OBI
SEI Acct:    123186-010


Account Name:            MetLife - Compass S/A


Ref:                 United
Stationers, Inc. Floating Rate Secured Senior Note, Series 2007-A due 10-15-14


 


with
sufficient information to identify the source and application of such funds,
including issuer, PPN#, interest rate, maturity and whether payment is of
principal, interest, make whole amount or otherwise.


 


For all payments
other than scheduled payments of principal and interest, the Company shall seek
instructions from the holder, and in the absence of instructions to the
contrary, will make such payments to the account and in the manner set forth
above.


 


3

















 


(2)                                  MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention:  Director
 Facsimile (973) 355-4250


 


With a
copy OTHER than with respect to deliveries of financial
statements to:


 


MetLife
Insurance Company of Connecticut


Metropolitan
Life Insurance Company


P.O.
Box 1902


10
Park Avenue


Morristown,
New Jersey 07962-1902


Attention:
Chief Counsel-Securities Investments (PRIV)


Facsimile
(973) 355-4338


 


(3)          E-mail address for
Electronic Delivery:


 


jdickson@metlife.com


 


(4)          Address for delivery of
Notes:


 


MetLife
Insurance Company of Connecticut


c/o
Metropolitan Life Insurance Company


Securities
Investments, Law Department


P.O.
Box 1902


10
Park Avenue


Morristown,
New Jersey 07962-1902


Attention:
Jane J. Dickson, Esq.


 


(5)          Tax ID: 06-0566090


 


4

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $11,100,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of
Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New York,
NY


ABA
No. 021000089


For
MassMutual Unified Traditional


Acct.
Name: MassMutual BA 0033 TRAD Private ELBX


Account
No. 30566056


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Custody and


Collection
Department


 


5

















 


(3)          All other
communications:


 


Massachusetts
Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division


 


(4)          E-mail address for
Electronic Delivery: 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee


 


(6)          Tax ID: 04-1590850


 


6

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $3,900,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of
Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New
York, NY


ABA
No. 021000089


For
MassMutual IFM Non-Traditional


Account
No. 30510589


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection


Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


Massachusetts
Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department


 


7

















 


(3)          All other
communications:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Investment Division 


 


(4)          E-mail address for
Electronic Delivery: 


 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC


1500
Main Street — Suite 2200


PO Box
15189


Springfield,
MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC


1500
Main Street, Suite 800


Springfield,
MA 01115-5189


Attention:
Christine Peaslee


 


(6)          Tax ID: 04-1590850       


 


8

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $3,800,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of
Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New
York, NY


ABA
No. 021000089


For
MassMutual Pension Management


Account
No. 30510538


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Custody and


Collection
Department


 


9

















 


(3)          All other
communications:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Investment Division


 


(4)          E-mail address for
Electronic Delivery: 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC


1500
Main Street, Suite 800


Springfield,
MA 01115-5189


Attention:
Christine Peaslee


 


(6)          Tax ID: 04-1590850


 


10

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  	
   

  	
  $3,500,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of
Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New
York, NY


ABA
No. 021000089


For
MassMutual Spot Priced Contract


Account
No. 30510597


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Custody and


Collection
Department


 


11

















 


(3)          All other
communications:


 


Massachusetts
Mutual Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Investment Division


 


(4)          E-mail address for
Electronic Delivery: 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC


1500
Main Street — Suite 2200


PO Box
15189


Springfield,
MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC


1500
Main Street, Suite 800


Springfield,
MA 01115-5189


Attention:
Christine Peaslee


 


(6)          Tax ID: 04-1590850


 


12

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  C.M. LIFE INSURANCE COMPANY

  	
   

  	
  $1,900,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of Federal
or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New
York, NY


ABA
No. 021000089


For CM
Life Segment 43 - Universal Life


Account
No. 30510546


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


C.M.
Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Custody and


Collection
Department


 


13

















 


(3)          All other
communications:


 


C.M.
Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Investment Division


 


(4)          E-mail address for Electronic
Delivery: 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC


1500
Main Street — Suite 2200


PO Box
15189


Springfield,
MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC


1500
Main Street, Suite 800


Springfield,
MA 01115-5189


Attention:
Christine Peaslee


 


(6)          Tax ID: 06-1041383


 


14

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  MML BAY STATE LIFE INSURANCE COMPANY

  	
   

  	
  $800,000

  






 


(1)          All payments on account
of the Note shall be made by crediting in the form of bank wire transfer of
Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and
principal), to:


 


Citibank,
N.A.


New
York, NY  10043


ABA
No. 021000089


For
MML Bay State


Account
No. 30510677


Re:
Description of security, cusip, principal and interest split


 


With
telephone advice of payment to the Securities Custody and Collection Department
of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803


 


(2)          All notices of payments
and written confirmations of such wire transfers:


 


MML
Bay State Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Custody and


Collection
Department


 


15

















 


(3)          All other
communications:


 


MML
Bay State Life Insurance Company


c/o
Babson Capital Management LLC


1500
Main Street, Suite 800


PO Box
15189


Springfield,
MA 01115-5189


Attention:
Securities Investment Division


 


(4)          E-mail address for
Electronic Delivery: 


pmanseau@babsoncapital.com,
with a hard copy to follow to:


 


Babson
Capital Management LLC


1500
Main Street — Suite 2200


PO Box
15189


Springfield,
MA  01115-5189

Attn:  Securities Investment Division


 


(5)          Address for delivery of
Notes:


 


Babson
Capital Management LLC


1500
Main Street, Suite 800


Springfield,
MA 01115-5189


Attention:
Christine Peaslee


 


(6)          Tax ID: 43-0581430


 


16

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  PACIFIC LIFE INSURANCE COMPANY

  	
   

  	
  $5,000,000

  $5,000,000

  $5,000,000

  $1,000,000

  $1,000,000

  $1,000,000

  $1,000,000

  $1,000,000

  






 


Register notes in name of: Mac & Co.


 


(1)   All payments by wire transfer of immediately
available funds to:


 


Mellon Trust of
New England


ABA#  0110-0123-4


DDA  125261


Attn:  MBS Income CC:  1253


A/C
Name:  Pacific Life General
Account/PLCF1810132


Regarding:  Security Description &
PPN


 


(2)   All notices of payments and written
confirmations of such wire transfers:


 


Mellon Trust


Attn:  Pacific Life Accounting Team


Three Mellon Bank
Center


AIM #  153-3610


Pittsburgh,
PA  15259


FAX#  412-236-7259


 


And


 


Pacific Life
Insurance Company


Attn: Securities
Administration — Cash Team


700 Newport Center
Drive


Newport Beach,
CA  92660-6397


FAX#  949-640-4013


 


17

















 


(3)   All other communications:


 


Pacific Life
Insurance Company


Attn:  Securities Department


700 Newport Center
Drive


Newport Beach,
CA  92660-6397


FAX#  949-219-5406


 


(4)   Address for delivery of Notes:


 


Mellon Securities
Trust Company


120 Broadway, 13th
Floor


New York, NY  10271


Attn:  Robert Ferraro  212.374.1918


A/C Name:  Pacific Life General Acct


A/C #:  PLCF1810132


 


(5)   E-mail address for Electronic Delivery:


 


(6)   Taxpayer I.D. Number:  95-1079000


 


18

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

  	
   

  	
  $5,000,000

  






 


(1)   All payments by wire or intrabank transfer of immediately available funds
to:


 


Mellon Bank of New England


ABA #
011001234 / BOS SAFE DEP


DDA:
125261


Attention:
MBS Income CC 1253


Account
Name: Sun Life New York - MVA Account


Account
No.: KBLF00050002


RE:
[description of security]


Tax
identification number: 04-2845273


 


with
sufficient information (including issuer, PPN number, interest rate, maturity
and whether payment is of principal, premium, or interest) to identify the
source and application of such funds.


 


(2)   All notices of payments, written
confirmations of such wire transfers and audit confirmations:


 


Sun Life Assurance Company of Canada


Attn:
Private Placements


Location
code: 302D36


227
King Street South


Waterloo,
ON, Canada  N2J4C5


 


(3)   All other communications, including notices
of non-routine payments:


 


One Sun Life Executive Park


Wellesley
Hills, MA  02481


Attention:  Investment Division/Private Fixed Income, SC
1303


 


19

















 


(4)   E-mail address for Electronic Delivery:


michael.berrian@sunlife.com


robert.veno@sunlife.com


 


(5)   Address for delivery of Notes:


 


Sun
Capital Advisers LLC


SC
1303


One
Sun Life Executive Park


Wellesley
Hills, MA  02481


Attention:
Linda R. Guillette


 


(6)   Two original sets of closing documents and
two conformed copies to:


 


Robert
Veno, Associate Director


Sun
Capital Advisers LLC


One
Sun Life Executive Park, SC 1303


Wellesley
Hills, MA  02481


Telephone:  (781) 446-1027


 


Ann C.
King, Senior Counsel


Sun
Capital Advisers LLC


One
Sun Life Executive Park, SC 1335


Wellesley
Hills, MA  02481


Telephone:
 (781) 446-1996


 


(7)   Tax ID: 04-2845273


 


20

















 




	
  NAME AND ADDRESS OF PURCHASER

  	
   

  	
  PRINCIPAL AMOUNT OF

  
	
   

  	
   

  	
  SERIES 2007-A NOTES TO BE

  
	
   

  	
   

  	
  PURCHASED

  
	
   

  	
   

  	
   

  
	
  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

  	
   

  	
  $10,000,000

  






 


(1)   All payments by wire or intrabank transfer of immediately available
funds to:


 


Mellon Bank of New England


ABA # 011001234 / BOS SAFE DEP


DDA:
125261


Attention:
MBS Income CC 1253


Account
Name: Sun US — MVA Private Placements


Account
No.: KEYF00020002


RE: [description
of security]


Tax
identification number:
04-2845273


 


with sufficient
information (including issuer, PPN number, interest rate, maturity and whether
payment is of principal, premium, or interest) to identify the source and
application of such funds.


 


(2)   All notices of payments, written
confirmations of such wire transfers and audit confirmations:


 


Sun Life Assurance Company of Canada


Attn:
Private Placements


Location
code: 302D36


227
King Street South


Waterloo,
ON, Canada  N2J4C5


 


(3)   All other communications, including notices
of non-routine payments:


 


One Sun Life Executive Park


Wellesley
Hills, MA  02481


Attention: 
Investment Division/Private Fixed Income, SC 1303


 


21

















 


 


(4)   E-mail address for Electronic Delivery:


michael.berrian@sunlife.com


robert.veno@sunlife.com


 


(5)   Address for delivery of Notes:


 


Sun Capital Advisers LLC


SC
1303


One
Sun Life Executive Park


Wellesley
Hills, MA  02481


Attention:
Linda R. Guillette


 


(6)   Tax ID: 04-2845273


 


22
















 


SCHEDULE B


 


DEFINED TERMS


 


As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof
following such term:


 


“Additional Notes” is defined in
Section 1.2.


 


“Adjusted LIBOR Rate” is defined
in Section 1.4(a).


 


“Affiliate” means, at any time,
and with respect to any Person, any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or
is under common Control with, such first Person. As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the context
otherwise clearly requires, any reference to an “Affiliate” is a reference to
an Affiliate of the Parent.


 


“Anti-Terrorism Order” means
Executive Order 13224 of September 23, 2001, Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)).


 


“Business Day” means any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed; provided that, if the applicable
Business Day relates to the determination of LIBOR, it means a day on which
dealings are also carried on in U.S. dollar deposits in the London interbank
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 shall have been or
should be recorded as a capitalized lease in accordance with GAAP.


 


“Capital Lease Obligation”
means, with respect
to any Person, the amount of the obligations of such Person under Capital
Leases which would be shown as a liability on a balance sheet of such Person
prepared in accordance with GAAP.


 


“Capital Stock”
means (a) in the case of a corporation, capital stock, (b) in the case of a
partnership, partnership interests (whether general or limited) (c) in the case
of a limited liability company, membership interests and (d) any other interest
or participation in a Person that confers on the holder the right to receive a
share of the profits and losses of, or distributions of assets of, such Person.


 


“Change
of Control” means an event or series of events by which any
person or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) (such person or persons hereinafter referred to as an “Acquiring
Person”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 50% of the voting power of
the then outstanding Voting Stock of the Parent; provided
that, notwithstanding the foregoing, a “Change in Control” shall not be deemed
to have occurred 


 





















 


if the Parent (or the
Acquiring Person if either (x) the Parent is no longer in existence or (y) the
Acquiring Person has acquired all or substantially all of the assets thereof)
shall have an Investment Grade Rating immediately following such Acquiring
Person becoming the “beneficial owner” or consummating such acquisition.


 


“Closing” is defined in Section
3.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.


 


“Collateral Documents” means the
mortgages, deeds of trust, security agreements, financing statements and any
other agreements or documents entered into by the Parent or a Subsidiary creating
Liens securing the Notes and other obligations payable by the Parent or any
Subsidiary pursuant to this Agreement, the Subsidiary Guaranty, the Parent
Guaranty or the Credit Agreement, including those specifically referenced in
the Intercreditor Agreement, as such agreements or documents may hereafter be
amended, modified or restated.


 


“Company” means United
Stationers Supply Co., an Illinois corporation.


 


“Confidential Information” is
defined in Section 20.


 


“Consolidated EBITDA” means, with respect to any period,
Consolidated Net Income for such period plus, to the extent deducted
from revenues in determining Consolidated Net Income for such period, (i)
Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii)
depreciation, (iv) amortization, (v) losses attributable to equity in
Affiliates, (vi) non-cash charges related to employee compensation and (vii)
any extraordinary non-cash or nonrecurring non-cash charges or losses, minus,
to the extent included in Consolidated Net Income for such period, any
extraordinary non-cash or nonrecurring non-cash gains, all calculated for the
Parent and its Subsidiaries on a consolidated basis. If, during the
period for which Consolidated EBITDA is being calculated, the Parent or any
Subsidiary has acquired (i) sufficient Capital Stock of a Person to cause such
Person to become a Subsidiary or (ii) all or substantially all of the assets or
operations, division or line of business of a person, Consolidated EBITDA shall
be calculated after giving pro forma effect thereto as if such acquisition had
occurred on the first day of such period.


 


“Consolidated Funded Indebtedness” means, at any time, with respect to any
Person, without duplication, the sum of (i) the aggregate dollar amount of
Consolidated Indebtedness for borrowed money owing by such Person or for which
such Person is liable which has actually been funded and is outstanding at such
time, whether or not such amount is due or payable at such time (other than
obligations in respect of Rate Management Transactions), plus (ii) the
aggregate undrawn amount of all standby Letters of Credit at such time for
which such Person or any of its Subsidiaries is the account party or is
otherwise liable (other than standby Letters of Credit in an amount up to $10,000,000
issued to support worker’s compensation obligations of the Parent, the Company
and each Subsidiary Guarantor and other than Letters of Credit supporting any
other component of this definition), plus (iii) the aggregate principal
component of Capital Lease Obligations owing by such Person and its
Subsidiaries on a 


 


2





















 


consolidated basis or for
which such Person or any of its Subsidiaries is otherwise liable, plus
(iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a
consolidated basis, plus (v) all Disqualified Stock of such Person and
its Subsidiaries on a consolidated basis.


 


“Consolidated Indebtedness” means,
at any time, with respect to any
Person, the Indebtedness of such Person and its Subsidiaries, calculated
on a consolidated basis as of such time in accordance with GAAP.


 


“Consolidated Interest
Expense” means, with
reference to any period, the interest expense of the Parent and its
Subsidiaries calculated on a consolidated basis in accordance with GAAP for
such period (net of interest income), including yield or any other financing
costs resembling interest that are payable under any Receivables Purchase
Facility.


 


“Consolidated Net Income” means, for any period, the net income (or
loss) of the Parent and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP and on a first in first out basis of
inventory valuation.


 


“Consolidated Net Worth” means,
as of any date, the consolidated
stockholders’ equity of the Parent and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP and on a first in first out basis of
inventory valuation.


 


“Consolidated Total Assets” means,
as of any date, the assets and properties of the Parent and its Subsidiaries as
of such date, determined on a consolidated basis in accordance with GAAP.


 


“Contingent Obligation” means,
with respect to any Person, any
agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person, or otherwise assures
any creditor of such other Person against loss, including, without limitation,
any comfort letter, operating agreement, take-or-pay contract or the
obligations of any such Person as general partner of a partnership with respect
to the liabilities of the partnership unless the underlying obligation is
expressly made non-recourse to such general partner; provided, however, that
the term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the lesser of
(a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Contingent Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person
may be liable are not stated or determinable, in which case the amount of the
Contingent Obligation shall be such guaranteeing person’s reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.


 


3





















 


“Control Event” means the
execution of any written agreement that, when fully performed in accordance
with the terms thereof by the parties thereto, would result in a Change of
Control and shall not include letters of intent or similar arrangements or
understandings.


 


“Credit Agreement” means the Second Amended and Restated Five-Year Revolving Credit Agreement
dated as of July 5, 2007 among the Company, as borrower, the Parent, as credit
party, JPMorgan Chase Bank, N.A. and the other lenders party thereto, as such
agreement may be hereafter amended, modified, restated, supplemented, replaced,
refinanced, increased or reduced from time to time, and any successor credit
agreement or similar facility.


 


“Default” means an event or
condition the occurrence or existence of which if it continues uncured would,
with the lapse of time or the giving of notice or both, become an Event of
Default.


 


“Default Rate” means, with
respect to any Note, that rate of interest that is the greater of (i) 2%
per annum above the rate of interest stated in clause (a) of the first
paragraph of such Note or (ii) 2% over the rate of interest publicly
announced by JPMorgan Chase Bank, N.A. as its “base” or “prime” rate.


 


“Disclosure Documents” is
defined in Section 5.3.


 


“Disposition” is defined in
Section 10.7.


 


“Distribution Business” means (i) the distribution of products,
including but not limited to, technology products, office products,
janitorial/sanitation products, foodservice consumables, office furniture, and
safety products, (ii) any activity necessary, appropriate or incidental to the
activities described in the preceding clause (i) of this definition, including
but not limited to delivering, installing and servicing the products the
Company or any Subsidiary sells; and (iii) any business related, ancillary or
complementary to or arising from the foregoing.


 


“Disqualified Stock” means any preferred or other capital stock
that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after
the Notes become due and payable.


 


“Domestic Subsidiary” means any Subsidiary of any Person that is
not a Foreign Subsidiary.


 


“Environmental Laws” means any
and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including those related to Hazardous Materials.


 


4





















 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in effect.


 


“ERISA Affiliate” means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Parent under section 414 of the Code.


 


“Event of Default” is defined in
Section 11.


 


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


 


“Fiscal Quarter” means each
fiscal quarter of the Parent and its Subsidiaries.


 


“Fiscal Year” means each fiscal
year of the Parent and its Subsidiaries.


 


“Foreign Subsidiary” means (i) any Subsidiary of any Person that
is not organized under the laws of a jurisdiction located in the United States
of America and (ii) any Subsidiary of a Person described in clause (i) hereof
that is organized under the laws of a jurisdiction located in the United States
of America.


 


“Form 10-K” is defined in
Section 7.1(b).


 


“Form 10-Q” is defined in
Section 7.1(a).


 


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


 


“Governmental Authority” means


 


(a)           the
government of


 


(i)            the
United States of America or any state or other political subdivision thereof,
or


 


(ii)           any
jurisdiction in which the Parent or any Subsidiary conducts all or any part of
its business, or which asserts jurisdiction over any properties of the Parent
or any Subsidiary, or


 


(b)           any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.


 


“Guaranty” of a Person means any
guaranty, assumption, endorsement, or contingent agreement to purchase or
provide funds for the payment of, or otherwise become liable upon, the
obligation of any other Person, or any agreement to maintain the net worth or
working capital or other financial condition of any other Person or any other
assurance to any creditor of any Person against loss, including any comfort
letter, operating agreement, take-or-pay contract, or the contingent liability
of such Person in connection with any application for a 


 


5





















 


letter of credit, excepting from the foregoing
contingent liabilities the amount of such Person’s obligations with respect to
bonds, deposits, standby letters of credit or other evidences of contingent
obligations given to governmental entities in compliance with local and state
requirements that have not been drawn or called upon.


 


“Hazardous Material” means any
and all pollutants, toxic or hazardous wastes or other substances that might
pose a hazard to health and safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage or filtration of which is or shall be restricted, prohibited
or penalized by any applicable law including, but not limited to, asbestos,
urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted,
prohibited or penalized substances.


 


“holder” means, with respect to
any Note, the Person in whose name such Note is registered in the register
maintained by the Company pursuant to Section 13.1.


 


“INHAM Exemption” is defined in
Section 6.2(e).


 


“Indebtedness” with respect to any Person means, at any time, without
duplication,


 


(a)           obligations
for borrowed money which in accordance with GAAP would be shown as a liability
on the consolidated balance sheet of such Person;


 


(b)           obligations
representing the deferred purchase price of property or services (other than
current accounts payable arising in the ordinary course of such Person’s
business payable on terms customary in the trade and accrued expenses in
connection with the provision of services incurred in the ordinary course of
such Person’s business);


 


(c)           Indebtedness
of others, whether or not assumed, secured by Liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person (provided that the amount of any such Indebtedness at any time shall be
deemed to be the lesser of (i) such Indebtedness at such time and (ii) the fair
market value of such property, as determined by such Person in good faith at
such time);


 


(d)           financial
obligations which are evidenced by notes, bonds, debentures, acceptances, or
other instruments;


 


(e)           obligations
to purchase securities or other property arising out of or in connection with
the sale of the same or substantially similar securities or property;


 


(f)            Capital
Lease Obligations;


 


(g)           Contingent
Obligations of such Person in respect of any Indebtedness,


 


6





















 


(h)           reimbursement
obligations under Letters of Credit, bankers’ acceptances, surety bonds and
similar instruments;


 


(i)            Off-Balance
Sheet Liabilities;


 


(j)            Net
Mark-to-Market Exposure under Rate Management Transactions; and


 


(k)           Disqualified
Stock.


 


“Institutional Investor” means
(a) any original purchaser of a Note, (b) any holder of $5,000,000 or
more in aggregate principal amount of the Notes and (c) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of legal
form.


 


“Intercreditor Agreement” is
defined in Section 1.3.


 


“Interest Period” is defined in
Section 1.4(c).


 


“Investment Grade Rating”
in respect of any Person means, at the time of determination, at least one of
the following ratings of its senior, unsecured long-term indebtedness for
borrowed money: (i) by Standard & Poor’s Rating Services, a division of The
McGraw-Hill Companies, or any successor thereof (“S&P”), “BBB-” or better,
(ii) by Moody’s Investors Service, Inc., or any successor thereof (“Moody’s”), “Baa3”
or better, or (iii) by another rating agency of recognized national standing,
an equivalent or better rating.


 


“Letter
of Credit” in respect of any Person means, a letter of credit or similar instrument which is issued upon
the application of such Person or upon which such Person is an account party
or, without duplication, for which such Person has a reimbursement obligation.


 


“Leverage Ratio” is defined in Section 10.1.


 


“LIBOR” is
defined in Section 1.4(a).


 


“LIBOR
Breakage Amount” is defined in Section 8.8.


 


“Lien” means
any lien (statutory or other), mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capital Lease or other title retention agreement).


 


“Make-Whole Amount” is defined
in Section 8.7.


 


“Material” means material in
relation to the business, operations, financial condition, assets or properties
of the Parent and its Subsidiaries taken as a whole.


 


7





















 


“Material Adverse Effect” means
a material adverse effect on (a) the business, operations, financial condition,
assets or properties of the Parent and its Subsidiaries taken as a whole, (b)
the ability of the Company to perform its obligations under this Agreement or
the Notes, (c) the ability of the Parent to perform its obligations under this
Agreement or the Parent Guaranty, or (d) the validity or enforceability of this
Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty.


 


“Maximum Payment Amount” means an amount equal to (1) the greater of
(a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of
Consolidated Net Income in each Fiscal Quarter beginning with the Fiscal
Quarter ending June 30, 2007 plus (2) the net cash proceeds received by the
Parent or the Company since July 5, 2007 from the exercise of stock options issued
to directors, officers and employees of the Parent, the Company or the Company’s
Subsidiaries, minus (3) the Distributions, or any portion of a Distribution,
made since June 30, 2007 pursuant to clause (iv)(b) of Section 10.8, which
Distributions (or portions thereof) result in the Leverage Ratio exceeding, or
are otherwise made at a time when the Leverage Ratio exceeds (in each case
calculated on a pro forma basis giving effect to any acquisitions since the end
of the most recently ended Fiscal Quarter, such Distributions (or portion
thereof) and any Indebtedness incurred in connection therewith), 2.75 to 1.00. Notwithstanding
the foregoing, in no event shall the Maximum Payment Amount under this
Agreement be less than the corresponding maximum payment amount under the
Credit Agreement.


 


“Memorandum” is defined in
Section 5.3.


 


“Multiemployer Plan” means any
Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA).


 


“NAIC” means the National
Association of Insurance Commissioners or any successor thereto.


 


“NAIC Annual Statement” is
defined in Section 6.2(a).


 


“Net Mark-to Market
Exposure” means, with
respect to any Person, as of any date of determination, the excess (if any) of
all unrealized losses over all unrealized profits of such Person arising from
Rate Management Transactions. “Unrealized losses” shall mean the fair market
value of the cost to such Person of replacing such Rate Management Transaction
as of the date of determination (assuming the Rate Management Transaction were
to be terminated as of that date), and “unrealized profits” means the fair
market value of the gain to such Person of replacing such Rate Management
Transaction as of the date of determination (assuming such Rate Management
Transaction were to be terminated as of that date).


 


“Notes” is defined in Section
1.2.


 


“Off-Balance Sheet
Liabilities” means,
with respect to a Person, without duplication, the principal component of (i)
any Receivables Purchase Facility or any other repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold 


 


8





















 


by such Person (other than
the sale or disposition in the ordinary course of business of accounts or notes
receivable in connection with the compromise or collection thereof consistent
with customary industry practice (and not as part of any bulk sale or financing
of receivables)) or (ii) any liability under any so-called “synthetic lease” or
“tax ownership operating lease” transaction entered into by such Person;
provided that “Off-Balance Sheet Liabilities” shall not include the principal
component of the foregoing if such principal component (a) is otherwise
reflected as a liability on such Person’s consolidated balance sheet or (b) is
deducted from revenues in determining such Person’s consolidated net income but
is not thereafter added back in calculating such Person’s Consolidated EBITDA.


 


“Officer’s Certificate” means a
certificate of a Senior Financial Officer or of any other officer of the Parent
whose responsibilities extend to the subject matter of such certificate.


 


“Other Purchasers” is defined in
Section 2.


 


“Parent” means United Stationers
Inc., a Delaware corporation.


 


“Parent Guaranty” is defined in
Section 1.3(a)(i).


 


“PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA or any successor thereto.


 


“Permitted Customer Financing Guarantees” means any guaranty or repurchase or recourse
obligations of the Company or any Subsidiary, incurred in the ordinary course
of business, in respect of Indebtedness incurred by a customer of the Company
or any Subsidiary; provided that the aggregate obligations of the Company and
the Subsidiaries in respect of all such guarantees and other recourse
obligations shall not exceed the greater of (i) $30,000,000 or (ii) 2% of
Consolidated Total Assets as of the most recently completed Fiscal Quarter.


 


“Permitted Purchase Money
Indebtedness” means
secured or unsecured purchase money Indebtedness (including Capital Leases)
incurred by the Parent, the Company or any Subsidiary after the date of the
Closing to finance the acquisition of assets used in its business.


 


“Person” means an individual or
a corporation, partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or
an agency or political subdivision thereof) or other entity of any kind.


 


“Plan” means an “employee
benefit plan” (as defined in section 3(3) of ERISA) that is or, within the
preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Parent or any ERISA Affiliate or with respect to
which the Parent or any ERISA Affiliate has any liability.


 


9





















 


“Priority Debt” means, as of any
date, the sum (without duplication) of (a) Indebtedness of the Parent and
the Company secured by Liens not otherwise permitted by Sections 10.4(a)
through (x) and (b) Indebtedness (other than Indebtedness in respect of
receivables securitizations) of Subsidiaries other than the Company not
otherwise permitted by Sections 10.5(a) through (e).


 


“property” or “properties” means, unless otherwise specifically limited,
real or personal property of any kind, tangible, intangible, or mixed, or other assets owned, leased or operated
by such Person.


 


“Proposed Prepayment Date” is
defined in Section 8.3(c).


 


“PTE” is defined in Section
6.2(a).


 


“Purchaser” means each purchaser
listed in Schedule A.


 


“QPAM Exemption” is defined in
Section 6.2(d).


 


“Qualified Institutional Buyer” means
any Person that is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


 


“Rate Management
Transaction” means
any transaction (including an agreement with respect thereto) now existing or
hereafter entered into by the Parent, the Company or a Subsidiary which is a
rate swap, basis swap, forward rate transaction, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices or equity prices.


 


“Receivables Purchase Documents” means any series of receivables purchase or
sale agreements, servicing agreements and other related agreements generally
consistent with terms contained in comparable structured finance transactions
pursuant to which the Parent, the Company or any of its Subsidiaries, in their
respective capacities as sellers or transferors of any receivables, sell or
transfer, directly or indirectly, to SPVs all of their respective right, title
and interest in and to (but not their obligations under) certain receivables
for further sale or transfer (or granting of Liens to other purchasers of or
investors in such assets or interests therein (and the other documents,
instruments and agreements executed in connection therewith)), as any such
agreements may be amended, restated, supplemented or otherwise modified from
time to time, or any replacement or substitution therefor.


 


“Receivables Purchase
Facility” means any
series of receivables purchase or sale agreements, servicing agreements and
other related agreements generally consistent with terms contained in
comparable structured finance transactions pursuant to which the Parent, the 


 


10





















 


Company or any of its
Subsidiaries, in their respective capacities as sellers or transferors of any
receivables, sell or transfer, directly or indirectly, to SPVs all of their
respective right, title and interest in and to (but not their obligations
under) certain receivables for further sale or transfer (or granting of Liens
to other purchasers of or investors in such assets or interests therein (and
the other documents, instruments and agreements executed in connection
therewith)), as any such agreements may be amended, restated, supplemented or otherwise
modified from time to time, or any replacement or substitution therefor.


 


“Required Holders” means, at any
time, (i) so long as the Series 2007-A Notes are the only Notes outstanding or
with respect to any matter in which the Series 2007-A Notes are the only series
of Notes affected, the holders of at least 60% in principal amount of the
Series 2007-A Notes at the time outstanding (exclusive of Series 2007-A Notes
then owned by the Parent or any of its Affiliates) and (ii) in any other
circumstance, the holders of at least 51% in principal amount of the Notes (or,
in accordance with Section 17.1, one or more series or tranches of Notes) at
the time outstanding (exclusive of Notes then owned by the Parent or any of its
Affiliates).


 


“Responsible Officer” means any
Senior Financial Officer and any other officer of the Parent with
responsibility for the administration of the relevant portion of this
Agreement.


 


“SEC” shall mean the Securities
and Exchange Commission of the United States, or any successor thereto.


 


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


 


“Senior Financial Officer” means
the chief financial officer, principal accounting officer, treasurer or
controller of the Parent.


 


“Series 2007-A Notes” is defined
in Section 1.1.


 


“Significant Subsidiary” means
any Subsidiary of the Parent that is a “significant subsidiary’ as such term is
defined in Rule 1-02(w) of Regulation S-X of the Securities and Exchange
Commission.


 


“Source” is defined in Section
6.2.


 


“SPV” means any
special purpose entity established for the purpose of purchasing receivables in
connection with any one or more transactions involving the securitization of
such receivables permitted under the terms of this Agreement.


 


“Subsidiary” means, with respect
to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint
venture if more than a 


 


11





















 


50% interest in the profits
or capital thereof is owned by such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries (unless such partnership can
and does ordinarily take major business actions without the prior approval of
such Person or one or more of its Subsidiaries). Unless the context otherwise
clearly requires, any reference to a “Subsidiary” is a reference to a
Subsidiary of the Parent.


 


“Supplement” is defined in
Section 1.2.


 


“Subsidiary Guarantor”  “ is defined in Section 1.3(a)(ii).


 


“Subsidiary Guaranty” is defined
in Section 1.3(a)(ii).


 


“SVO” means the Securities
Valuation Office of the NAIC or any successor to such Office.


 


“this Agreement” or “the Agreement” is defined in Section 17.3.


 


“USA Patriot Act” means United
States Public Law 107-56, Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
ACT) Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.


 


“Voting Stock” means, with
respect to any Person, any class of shares of stock or other equity interests
of such Person having general voting power under ordinary circumstances to
elect a majority of the board of directors or other managing entities, as
appropriate, of such Person (irrespective of whether or not at the time stock
of any other class or classes or other equity interests of such Person shall
have or might have voting power by reason of the happening of any contingency).


 


“Wholly Owned Subsidiary” means,
at any time, any Subsidiary 100% of all of the Voting Stock (except directors’
qualifying shares and other minority shares held solely to satisfy organization
requirements of the applicable jurisdiction) and voting interests of which are
owned by any one or more of the Parent and its Wholly Owned Subsidiaries at
such time.


 


12





















 


EXHIBIT 1.1


 


[FORM
OF SERIES 2007-A NOTE]


 


THE SECURITY EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.


 


UNITED
STATIONERS SUPPLY CO.


 


Floating Rate
Secured Senior Note, Series 2007-A, due October 15, 2014


 


	
  No.
  R-[          ]

  	
   

  	
  [Date]

  
	
  $[              ]

  	
   

  	
  PPN: 913008 A*9

  



 


FOR VALUE RECEIVED, the
undersigned, UNITED STATIONERS SUPPLY CO. (herein called the “Company”), a
corporation organized and existing under the laws of the State of Illinois and
a wholly owned Subsidiary of the Parent (as such term is defined below),
promises to pay to [         ], or
registered assigns, the principal sum of
$[              ]
on October 15, 2014, with interest (computed on the basis of a 360-day year and
the actual number of days elapsed) (a) on the unpaid principal thereof at a floating
rate equal to the Adjusted LIBOR Rate (as defined in the Note Purchase
Agreement referred to below) from time to time, payable quarterly on each
January 15, April 15, July 15 and October 15, commencing with the January 15,
April 15, July 15 or October 15 next succeeding the date hereof, until the
principal shall have become due and payable, and (b) to the extent permitted by
law on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue LIBOR Breakage Amount at the
Default Rate until paid.


 


Payments of principal of,
interest on and any LIBOR Breakage Amount with respect to this Note are to be
made in lawful money of the United States of America at the principal office of
JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreement.


 


This Note is one of a series of Secured Senior Notes
(herein called the “Notes”) issued pursuant to a Master Note Purchase Agreement
dated as of October [    ], 2007 (as from time to time
amended, the “Note Purchase Agreement”), between the Company, United Stationers
Inc. (the “Parent”) and the respective Purchasers named therein and is entitled
to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Sections 6.1 and 6.2 of the Note Purchase 


 





















 


Agreement. Unless otherwise indicated, capitalized
terms used in this Note shall have the respective meanings ascribed to such
terms in the Note Purchase Agreement.


 


This Note is a registered Note and, as provided in the
Note Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder’s attorney duly
authorized in writing, a new Note for the unpaid principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.


 


This Note may not be prepaid in whole or in part prior
to October 15, 2009. Thereafter it is subject to optional prepayment, in whole
or from time to time in part, at the times and on the terms specified in the
Note Purchase Agreement, but not otherwise.


 


If an Event of Default occurs and is continuing, the
principal of this Note may be declared or otherwise become due and payable in
the manner, at the price (including any applicable LIBOR Breakage Amount) and
with the effect and to the extent provided in the Note Purchase Agreement.


 


Payment of the principal of, and interest and LIBOR
Breakage Amount, if any, on this Note, and all other amounts due under the Note
Purchase Agreement, is guaranteed pursuant to the terms of Guaranties dated as
of October [    ], 2007 of the Parent and of certain
Subsidiaries of the Parent. The Notes also are secured by a pledge of
collateral under the Collateral Documents. Reference is made to the Collateral
Documents for a description of the property pledged and the rights of holders
of the Notes in respect of such property.


 


An incorporator, director, officer, employee or
stockholder, as such, of the Company, the Parent or any Subsidiary Guarantor shall
not have any liability for any obligations of the Company, the Parent or a
Subsidiary Guarantor under the Notes, the Parent Guaranty or the Subsidiary
Guaranty or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.


 


This Note shall be construed and enforced in
accordance with, and the rights of the issuer and holder hereof shall be
governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.


 


2





















 


	
   

  	
  UNITED
  STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


3





















 


EXHIBIT 1.2


 




 





 


UNITED STATIONERS
SUPPLY CO.

UNITED STATIONERS INC.


 


 


[              ]
SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT


 


Dated as of                        


 


 


Re:          $                        
[   %] [Floating Rate] Secured Senior Notes, Series               


                                  due                                           


 




 





 





















 


UNITED STATIONERS
SUPPLY CO.

UNITED STATIONERS INC.

One Parkway North Blvd., Suite 100

Deerfield, IL 60015

Phone: 847-627-7000

Fax: 847-627-7001


 


[       ]
SUPPLEMENT TO MASTER NOTE PURCHASE


AGREEMENT DATED AS
OF OCTOBER [    ], 2007


 


Dated as of
[             ]


 


TO EACH OF THE PURCHASERS
LISTED IN


THE ATTACHED SCHEDULE A:


 


Ladies and Gentlemen:


 


This [Number] Supplement
to Master Note Purchase Agreement (the “Supplement”) is among UNITED STATIONERS
INC., a Delaware corporation (the “Parent”), UNITED STATIONERS SUPPLY CO., an
Illinois corporation and a Subsidiary of the Parent (the “Company”), and the
institutional investor[s] named on the attached Schedule A (the “Purchaser[s]”).


 


Reference is hereby made
to the Master Note Purchase Agreement dated as of October 15, 2007 (the “Note
Purchase Agreement”) between the Company, the Parent and the purchasers listed
on Schedule A thereto. Capitalized terms not otherwise defined herein shall
have the meanings ascribed in the Note Purchase Agreement. Reference is further
made to Section 1.2 of the Note Purchase Agreement, which provides that each
series of Additional Notes will be issued pursuant to a Supplement.


 


The Company agrees with
the Purchaser[s] as follows:


 


1.             Authorization of
the New Series of Additional Notes. The Company has authorized the issue
and sale of $[          ]
aggregate principal amount of Notes to be designated as its
[   %] [Floating Rate] Secured Senior Notes, Series
[    ], due [    ],
[    ] (the “Series [    ] Notes”). The
Series [    ] Notes, together with the Series 2007-A Notes
[and the Series [    ] Notes] heretofore issued
pursuant to the Note Purchase Agreement and each series of Additional Notes
that may from time to time hereafter be issued pursuant to the provisions of
Section 1.2 of the Note Purchase Agreement, are collectively referred to
as the “Notes” (such term shall also include
any such notes issued in substitution therefor pursuant to Section 13 of
the Note Purchase Agreement). The Series [    ] Notes shall
be substantially in the form set out in Exhibit 1 to this
[    ] Supplement, with such changes therefrom, if any, as
may be approved by the Purchaser[s] and the Company.


 





















 


2.             Sale and Purchase
of Series [    ] Notes. Subject to the terms and
conditions herein and in the Note Purchase Agreement, the Company will issue
and sell each Purchaser and each Purchaser will purchase from the Company, at
the Closing provided for in Section 3, Series [   ] Notes
in the principal amount specified opposite such Purchaser’s name in the
attached Schedule A at the purchase price of 100% of the principal amount
thereof. The obligations of the Purchasers are several and not joint
obligations and each Purchaser shall have no liability to any Person for the
performance or non-performance by any other Purchaser hereunder.


 


3.             Closing. The
sale and purchase of the Series [    ] Notes to be
purchased by the Purchasers shall occur at the offices of
[                                 ]
at 9:00 a.m., [    ] time, at a closing (the “Closing”) on
[    ], [    ] or on such other
Business Day thereafter on or prior to [    ],
[    ] as may be agreed upon by the Company and you and the
other Purchasers. At the Closing, the Company will deliver to you the Series
[    ] Notes to be purchased by you in the form of a single
Note (or such greater number of Series [    ] Notes in
denominations of at least $500,000 as you may request) dated the date of the
Closing and registered in your name (or in the name of your nominee), against
delivery by you to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 30290298  at Northern Trust Co., 50 S. LaSalle Street, Chicago,
Illinois 60675, ABA number 071000152. If at the Closing the Company fails to
tender such Series [    ] Notes to any Purchaser as
provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to such Purchaser’s reasonable
satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved
of all further obligations under this Agreement, without thereby waiving any
rights such Purchaser may have by reason of such failure or such
nonfulfillment.


 


4.             Conditions to
Closing. Each Purchaser’s obligation to purchase and pay for the Series
[    ] Notes to be sold to such Purchaser at the Closing is
subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior
to or at the Closing, of the conditions set forth in Section 4 of the Note
Purchase Agreement (as they may be supplemented, amended or superseded by the
conditions set forth in paragraph (c) below) and to the following additional
conditions:


 


(a)           Except as supplemented,
amended or superseded by the representations and warranties set forth in
Schedule 4, each of the representations and warranties of the Parent and the
Company set forth in Section 5 of the Note Purchase Agreement shall be correct
in all material respects (except those representations and warranties that are
qualified by materiality, which will be correct in all respects) as of the date
of Closing (except for such representations and warranties that relate to a
specific earlier date, which shall be correct in all material respects as of
such specific earlier date) and each of the Parent and the Company shall have
delivered to each Purchaser an Officer’s Certificate, dated the date of the
Closing certifying that such condition has been fulfilled.


 


(b)           Contemporaneously with
the Closing, the Company shall sell to each Purchaser, and each Purchaser shall
purchase, the Series             
Notes to be purchased by such Purchaser at the Closing as specified in Schedule
A.


 


2





















 


(c)           [Here insert any
modifications to conditions or additional conditions to Closing]


 


5.             [Here insert special
provisions for Series             
Notes including prepayment provisions applicable to Series             
Notes (including make-whole amount, premium and breakage amount, if any)].


 


6.             Representations of
the Purchasers. Each Purchaser represents and warrants that the
representations and warranties set forth in Section 6 of the Note Purchase
Agreement will be true and correct as of the date of the Closing with respect
to the purchase of the Series             
Notes by such Purchaser.


 


7.             Applicability of
Note Purchase Agreement. The Company and each Purchaser agree to be bound
by and comply with the terms and provisions of the Note Purchase Agreement as
fully and completely as if such Purchaser were an original signatory to the
Note Purchase Agreement.


 


8.             Additional
Provisions. [Here insert any additional provisions].


 


If you are in agreement
with the foregoing, please sign the form of agreement on the accompanying
counterpart of this Agreement and return it to the Company, whereupon the
foregoing shall become a binding agreement between you and the Company. This
Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


3





















 


The foregoing is agreed


to as of the date thereof.


 


 


[ADD PURCHASER SIGNATURE
BLOCKS]


 


4





















 


CONFIRMATION


 


Each of the undersigned
acknowledges receipt of the foregoing [     ]
Supplement to Master Note Purchase Agreement dated as of October 15, 2007 and
confirms the continuing validity and enforceability against such undersigned of
the Subsidiary Guaranty to which such undersigned is a party.


 


 


[ADD SIGNATURE BLOCKS FOR
EACH


SUBSIDIARY GUARANTOR]


 


5





















 


Schedule A to


[    ]
Supplement


 


INFORMATION
RELATING TO PURCHASERS


 


	
  Name and Address of Purchaser

  	
   

  	
  Principal Amount of

  Series [    ] Notes to be Purchased

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Register Notes in name
of:


 


(1)           All scheduled payments
of principal and interest


by wire transfer of
immediately available funds to:


 


 


with sufficient
information to identify the source and application of such funds, including
issuer, PPN#, interest rate, maturity and whether payment is of principal,
premium, or interest


 


For all payments other than
scheduled payments of principal and interest, the Company shall seek
instructions from the holder, and in the absence of instructions to the
contrary, will make such payments to the account and in the manner set forth
above.


 


(2)           All notices of payments
and written confirmations of such wire transfers:


 


(3)           Original notes
delivered to:


 


(4)           All other
communications:


 


(5)           E-mail address for
electronic delivery:


 


(6)           Tax ID No.


 


6





















 


Schedule 4 to


[   ]
Supplement


 


SUPPLEMENTAL
REPRESENTATIONS


 


Each of the Parent and
the Company represents and warrants to each Purchaser that, except as
hereinafter set forth in this Schedule 4, each of the representations and
warranties set forth in Section 5 of the Note Purchase Agreement is true and
correct in all material respects (except those representations and warranties
that are qualified by materiality, which will be correct in all respects) as of
the date hereof (except for such representations and warranties that relate to
a specific earlier date, which shall be correct in all material respects as of
such specific earlier date) with respect to the Series             
Notes with the same force and effect as if each reference to “Series 2007-A
Notes” set forth therein was modified to refer to the “Series             
Notes” and each reference to “this Agreement” therein was modified to refer to
the Note Purchase Agreement as supplemented by the               
Supplement. The Section references hereinafter set forth correspond to the
similar sections of the Note Purchase Agreement that are superseded hereby with
respect to the Series           
Notes:


 


Section 5.3.            Disclosure. The
Parent and the Company, through their agent, [        ], have delivered to each Purchaser a
copy of a Private Placement Memorandum, dated [     ] (the “Memorandum”), relating to the
transactions contemplated by the [            ]
Supplement. The Memorandum fairly describes, in all material respects, the
general nature of the business and principal properties of the Parent and its
Subsidiaries. The Note Purchase Agreement, the Memorandum (including the Parent’s
SEC filings referred to therein), the documents, certificates or other writings
identified in Schedule 5.3 to the             
Supplement by or on behalf of the Parent in connection with the transactions
contemplated by the Note Purchase Agreement and the               
Supplement and the financial statements listed in Schedule 5.5 to the           
Supplement (the Note Purchase Agreement, the               
Supplement, the Memorandum and such documents, certificates or other writings
and such financial statements being referred to, collectively, as the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which
they were made. Except as disclosed in the Disclosure Documents, since                         ,
there has been no change in the financial condition, operations, business or
properties of the Parent or any Subsidiary except changes that individually or
in the aggregate would not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Parent or the Company that would
reasonably be expected to have a Material Adverse Effect that has not been set
forth herein or in the Disclosure Documents.


 


Section 5.4.            Organization and
Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the             
Supplement contains (except as noted therein) complete and correct lists of
(i) the Parent’s Subsidiaries, showing, as to each Subsidiary, the correct
name thereof, the jurisdiction of its organization and the percentage of shares
of each class of its capital stock or similar equity 


 


7





















 


interests outstanding owned by the Parent and each other Subsidiary and
(ii) the Parent’s directors and senior officers.


 


Section 5.13.          Private Offering by
the Company. None of the Parent, the Company or anyone acting on their
behalf has offered the Series      Notes, the Parent
Guaranty or the Subsidiary Guaranty or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any Person other than the Purchasers and
not more than [  ] other Institutional Investors as defined in clause
(c) of such term, each of which has been offered the Series             
Notes, the Parent Guaranty and the Subsidiary Guaranty at a private sale for
investment. None of the Parent, the Company or anyone acting on their behalf
has taken, or will take, any action that would subject the issuance or sale of
the Series        Notes, the Parent Guaranty or
the Subsidiary Guaranty to the registration requirements of Section 5 of the
Securities Act or to the registration requirements of any securities or blue
sky laws of any applicable jurisdiction.


 


Section 5.14.          Use of Proceeds;
Margin Regulations. Net proceeds from the sale of the Series             
Notes will be used for                               
and for general corporate purposes. No part of the proceeds from the sale of
the Series             
Notes pursuant to the           
Supplement will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). Margin stock does not constitute more than [    ]%
of the value of the consolidated assets of the Parent and its Subsidiaries and
the Parent does not have any present intention that margin stock will
constitute more than [    ]% of the value of such assets. As
used in this Section, the terms “margin stock” and “purpose of buying or
carrying” shall have the meanings assigned to them in said Regulation U.


 


Section 5.15.          Existing Debt; Future
Liens. (a) Except as described therein, Schedule 5.15 to the             
Supplement sets forth a complete and correct list of all outstanding
Indebtedness of the Parent and its Subsidiaries as of [                  ],
since which date there has been no Material change in the amounts, interest
rates, sinking funds, installment payments or maturities of the Indebtedness of
the Parent or its Subsidiaries. Neither the Parent nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Material Indebtedness of the Parent or any
Subsidiary and no event or condition exists with respect to any Material
Indebtedness of the Parent or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to
cause such Material Indebtedness to become due and payable before its stated
maturity or before its regularly scheduled dates of payment.


 


[Add any additional
Sections as appropriate at the time the Series             
Notes are issued and any exceptions to the representations and warranties]


 


8





















 


Exhibit 1 to


Supplement


 


FORM OF SERIES
[    ] NOTE


 


9




















 


EXHIBIT 1.3(a)(i)


 


PARENT
GUARANTY


 


THIS GUARANTY (this “Guaranty”)
dated as of October 15, 2007 is made by UNITED STATIONERS INC., a Delaware
corporation (the “Guarantor”), in favor of the holders from time to time of the
Notes hereinafter referred to, including each purchaser named in the Master
Note Purchase Agreement hereinafter referred to, and their respective
successors and assigns (collectively, the “Holders” and each individually, a “Holder”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, UNITED
STATIONERS SUPPLY CO., an Illinois corporation (the “Company”), the Guarantor
and the initial Holders have entered into a Master Note Purchase Agreement
dated as of October 15, 2007 (the Master Note Purchase Agreement as amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms and in effect, the “Note Purchase Agreement”);


 


WHEREAS, the Note
Purchase Agreement contemplates the issuance by the Company of Notes (as
defined in the Note Purchase Agreement) in one or more series and tranches;


 


WHEREAS, the Company is a
wholly owned Subsidiary of the Guarantor and the Guarantor will derive
substantial benefits from the purchase by the Holders of the Notes;


 


WHEREAS, it is a
condition precedent to the obligation of the Holders to purchase the Notes that
the Guarantor shall have executed and delivered this Guaranty to the Holders;
and


 


WHEREAS, the Guarantor
desires to execute and deliver this Guaranty to satisfy the conditions
described in the preceding paragraph;


 


NOW, THEREFORE, in consideration
of the premises and other benefits to the Guarantor, and of the purchase of the
Notes by the Holders, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Guarantor makes this
Guaranty as follows:


 


SECTION 1. Definitions.
Any capitalized terms not otherwise herein defined shall have the meanings
ascribed to them in the Note Purchase Agreement.


 


SECTION 2. Guaranty.
The Guarantor unconditionally and irrevocably guarantees to the Holders the
due, prompt and complete payment by the Company of the principal of, Make-Whole
Amount or LIBOR Breakage Amount, if any, and interest on (including interest accruing or becoming
owing subsequent to the commencement of any bankruptcy, reorganization or
similar proceeding involving the Company), and each other amount due
under, the Notes and the Note Purchase Agreement, when and as the same shall
become due and payable (whether at stated maturity or by required or optional
prepayment or by declaration or otherwise) in accordance with the terms of the
Notes and the Note Purchase Agreement (the Notes and the


 

















 


Note Purchase Agreement
being sometimes hereinafter collectively referred to as the “Note Documents”
and the amounts payable by the Company under the Note Documents, and all other
monetary obligations of the Company thereunder (including any reasonable
attorneys’ fees and expenses), being sometimes collectively hereinafter
referred to as the “Obligations”). This Guaranty is a guaranty of payment and
not just of collectibility and is in no way conditioned or contingent upon any
attempt to collect from the Company or upon any other event, contingency or
circumstance whatsoever. If for any reason whatsoever the Company shall fail or
be unable duly, punctually and fully to pay such amounts as and when the same
shall become due and payable, the Guarantor, without demand, presentment,
protest or notice of any kind, will forthwith pay or cause to be paid such
amounts to the Holders under the terms of such Note Documents, in lawful money
of the United States, at the place specified in the Note Purchase Agreement, or
perform or comply with the same or cause the same to be performed or complied
with, together with interest (to the extent provided for under such Note Documents)
on any amount due and owing from the Company. The Guarantor, promptly after
demand, will pay to the Holders the reasonable costs and expenses of collecting
such amounts or otherwise enforcing this Guaranty, including, without
limitation, the reasonable fees and expenses of counsel.


 


SECTION 3. Guarantor’s
Obligations Unconditional. The obligations of the Guarantor under this
Guaranty shall be primary, absolute and unconditional obligations of the
Guarantor, shall not be subject to any counterclaim, set-off, deduction,
diminution, abatement, recoupment, suspension, deferment, reduction or defense
based upon any claim the Guarantor or any other person may have against the
Company or any other person, and to the full extent permitted by applicable law
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstance or condition
whatsoever other than the indefeasible payment in full of the Obligations
(whether or not the Guarantor or the Company shall have any knowledge or notice
thereof), including:


 


(a)           any termination, amendment or
modification of or deletion from or addition or supplement to or other change
in any of the Note Documents or any other instrument or agreement applicable to
any of the parties to any of the Note Documents;


 


(b)           any furnishing or acceptance of any
security, or any release of any security, for the Obligations, or the failure
of any security or the failure of any person to perfect any interest in any
collateral;


 


(c)           any failure, omission or delay on the
part of the Company to conform or comply with any term of any of the Note
Documents or any other instrument or agreement referred to in paragraph (a)
above, including, without limitation, failure to give notice to the Guarantor
of the occurrence of a “Default” or an “Event of Default” under any Note
Document;


 


(d)           any waiver of the payment,
performance or observance of any of the obligations, conditions, covenants or
agreements contained in any Note Document, or any other waiver, consent,
extension, indulgence, compromise, settlement, release or other action or
inaction under or in respect of any of the Note Documents or any other


 


2

















 


instrument or agreement
referred to in paragraph (a) above or any obligation or liability of the
Company, or any exercise or non-exercise of any right, remedy, power or
privilege under or in respect of any such instrument or agreement or any such
obligation or liability;


 


(e)           any failure, omission or delay on the
part of any of the Holders to enforce, assert or exercise any right, power or
remedy conferred on such Holder in this Guaranty, or any such failure, omission
or delay on the part of such Holder in connection with any Note Document, or
any other action on the part of such Holder;


 


(f)            any voluntary or involuntary
bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment
for the benefit of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or similar
proceedings with respect to the Company, the Guarantor or to any other person
or any of their respective properties or creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding;


 


(g)           any discharge, termination,
cancellation, frustration, irregularity, invalidity or unenforceability, in
whole or in part, of any of the Note Documents or any other agreement or
instrument referred to in paragraph (a) above or any term hereof;


 


(h)           any merger or consolidation of the
Company or the Guarantor into or with any other corporation, or any sale, lease
or transfer of any of the assets of the Company or the Guarantor to any other
person;


 


(i)            any change in the ownership of any
shares of capital stock of the Company or any change in the corporate
relationship between the Company and the Guarantor, or any termination of such
relationship;


 


(j)            any release or discharge, by
operation of law, of any other guarantor from the performance or observance of
any obligation, covenant or agreement contained in any other guarantee of the
Note Documents or the Obligations; or


 


(k)           any other occurrence, circumstance,
happening or event whatsoever, whether similar or dissimilar to the foregoing,
whether foreseen or unforeseen, and any other circumstance which might
otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse
against the Guarantor.


 


SECTION 4. Full
Recourse Obligations. The obligations of the Guarantor set forth herein
constitute the full recourse obligations of the Guarantor enforceable against
it to the full extent of all its assets and properties.


 


SECTION 5. Waiver.
The Guarantor unconditionally waives, to the extent permitted by applicable
law, (a) notice of any of the matters referred to in Section 3,
(b) notice to the


 


3

















 


Guarantor of the
incurrence of any of the Obligations, notice to the Guarantor or the Company of
any breach or default by the Company with respect to any of the Obligations or
any other notice that may be required, by statute, rule of law or otherwise, to
preserve any rights of the Holders against the Guarantor, (c) presentment
to or demand of payment from the Company or the Guarantor with respect to any
amount due under any Note Document or protest for nonpayment or dishonor,
(d) any right to the enforcement, assertion or exercise by any of the
Holders of any right, power, privilege or remedy conferred in the Note Purchase
Agreement or any other Note Document or otherwise, (e) any requirement of
diligence on the part of any of the Holders, (f) any requirement to
exhaust any remedies or to mitigate the damages resulting from any default
under any Note Document, (g) any notice of any sale, transfer or other
disposition by any of the Holders of any right, title to or interest in the
Note Purchase Agreement or in any other Note Document and (h) any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety or which might otherwise
limit recourse against the Guarantor.


 


SECTION 6. Subrogation,
Contribution, Reimbursement or Indemnity. Until all Obligations have been
indefeasibly paid in full, the Guarantor agrees not to take any action pursuant
to any rights which may have arisen in connection with this Guaranty to be
subrogated to any of the rights (whether contractual, under the United States
Bankruptcy Code, as amended, including section 509 thereof, under common law or
otherwise) of any of the Holders against the Company or against any collateral
security or guaranty or right of offset held by the Holders for the payment of
the Obligations. Until all Obligations have been indefeasibly paid in full, the
Guarantor agrees not to take any action pursuant to any contractual, common
law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations remain, if
any amount shall be paid by or on behalf of the Company to the Guarantor on
account of any of the rights waived in this paragraph, such amount shall be
held by the Guarantor in trust, segregated from other funds of the Guarantor,
and shall, forthwith upon receipt by the Guarantor, be turned over to the
Holders (duly endorsed by the Guarantor to the Holders, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Holders may determine.


 


SECTION 7. Effect of
Bankruptcy Proceedings, etc. This Guaranty shall continue to be effective
or be automatically reinstated, as the case may be, if at any time payment, in
whole or in part, of any of the sums due to any of the Holders pursuant to the
terms of the Note Purchase Agreement or any other Note Document is rescinded or
must otherwise be restored or returned by the Holder upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or any
other person, or upon or as a result of the appointment of a custodian,
receiver, trustee or other officer with similar powers with respect to the
Company or other person or any substantial part of its property, or otherwise,
all as though such payment had not been made. If an event permitting the
acceleration of the maturity of the principal amount of the Notes shall at any
time have occurred and be continuing and one or more Holders shall have attempted to accelerate the maturity
of the principal amount of the Notes pursuant to and in compliance with Section
12.1 of the Note Purchase Agreement, or an event shall have occurred that
pursuant to Section 12.1 of the Note Purchase Agreement purportedly results in
the automatic acceleration of


 


4

















 


the
maturity of the principal amount of the Notes, and in either such case
such acceleration shall at such time be prevented by reason of the pendency
against the Company or any other Person of a case or proceeding under a
bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the maturity of the principal amount of
the Notes and all other Obligations shall be deemed to have been accelerated
with the same effect as if any Holder had accelerated the same in accordance
with the terms of the Note Purchase Agreement or other applicable Note
Document, and the Guarantor shall forthwith pay such principal amount, Make-Whole
Amount, if any, LIBOR Breakage Amount, if any, and interest thereon and any
other amounts guaranteed hereunder without further notice or demand.


 


SECTION 8. Term of
Agreement. This Guaranty and all guaranties, covenants and agreements of
the Guarantor contained herein shall continue in full force and effect and
shall not be discharged until such time as all of the Obligations shall be paid
and performed in full and all of the agreements of the Guarantor hereunder
shall be duly paid and performed in full.


 


SECTION 9. Notices.
All notices and communications provided for hereunder shall be in writing and
sent by telecopy if the sender on the same day sends a confirming copy of such
notice by a recognized overnight delivery service (charges prepaid), or by
registered or certified mail with return receipt requested (postage prepaid),
or by a recognized overnight delivery service (with charges prepaid)
(a) if to the Company or any Holder at the address set forth in the Note
Purchase Agreement or (b) if to the Guarantor, in care of the Company at
the Company’s address set forth in the Note Purchase Agreement, or in each case
at such other address as the Company, any Holder or such Guarantor shall from
time to time designate in writing to the other parties. Any notice so addressed
shall be deemed to be given when actually received.


 


SECTION 10. Survival.
All warranties, representations and covenants made by the Guarantor herein or
in any certificate or other instrument delivered by it or on its behalf
hereunder shall be considered to have been relied upon by the Holders and shall
survive the execution and delivery of this Guaranty, regardless of any
investigation made by any of the Holders. All statements in any such
certificate or other instrument shall constitute warranties and representations
by such Guarantor hereunder.


 


SECTION 11. Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)           The Guarantor irrevocably submits to
the non-exclusive jurisdiction of any New York state or federal court sitting
in the Borough of Manhattan, The City of New York, over any suit, action or
proceeding arising out of or relating to this Parent Guaranty, the Note
Purchase Agreement or the Notes. To the fullest extent permitted by applicable
law, the Guarantor irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the
jurisdiction of any such court, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.


 


5

















 


(b)           The
Guarantor consents to process being served by or on behalf of any holder of
Notes in any suit, action or proceeding solely of the nature referred to in
Section 11(a) by mailing a copy thereof by registered, certified or
priority mail, postage prepaid, return receipt requested, or delivering a copy
thereof in the manner for delivery of notices specified in Section 9, to it. The
Guarantor agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law,
be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any reputable
commercial delivery service.


 


(c)           Nothing
in this Section 11 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of
any of the Notes may have to bring proceedings against the Guarantor in the
courts of any appropriate jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.


 


(d)           THE GUARANTOR WAIVES TRIAL
BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


 


SECTION 12. Miscellaneous.
Any provision of this Guaranty that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the Guarantor
hereby waives any provision of law that renders any provisions hereof
prohibited or unenforceable in any respect. The terms of this Guaranty shall be
binding upon, and inure to the benefit of, the Guarantor and the Holders and
their respective successors and assigns. No term or provision of this Guaranty
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the Guarantor and the Required Holders. The
section and paragraph headings in this Guaranty are for convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof, and all references herein to numbered sections, unless
otherwise indicated, are to sections in this Guaranty. This Guaranty shall in
all respects be governed by, and construed in accordance with, the laws of the
State of New York excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than
such State.


 


6

















 


IN WITNESS WHEREOF, the
Guarantor has caused this Guaranty to be duly executed as of the day and year
first above written.


 


	
   

  	
  UNITED STATIONERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


7

















 


EXHIBIT 1.3(a)(ii)


 


SUBSIDIARY
GUARANTY


 


THIS GUARANTY (this “Guaranty”) dated as of October
15, 2007 is made by each of the undersigned (each being a “Guarantor”), in favor
of the holders from time to time of the Notes hereinafter referred to and their
respective successors and assigns (collectively, the “Holders” and each
individually, a “Holder”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, UNITED STATIONERS SUPPLY CO., an Illinois corporation
(the “Company”), UNITED STATIONERS INC., a Delaware corporation and the owner
of all of the issued and outstanding stock of the Company (the “Parent”), and
the initial Holders have entered into a Master Note Purchase Agreement dated as
of October 15, 2007 (the Master Note Purchase Agreement as amended,
supplemented, restated or otherwise modified from time to time in accordance
with its terms and in effect, the “Note Purchase Agreement”);


 


WHEREAS, the Note Purchase Agreement contemplates the
issuance by the Company of Notes (as defined in the Note Purchase Agreement) in
one or more series and tranches;


 


WHEREAS, the Parent or Company directly or indirectly
owns all of the issued and outstanding capital stock of each Guarantor and, by
virtue of such ownership and otherwise, such Guarantor has derived or will
derive substantial benefits from the purchase by the Holders of the Notes;


 


WHEREAS, it is a requirement of the Note Purchase
Agreement that each Guarantor execute and deliver this Guaranty to the Holders;
and


 


WHEREAS, each Guarantor desires to execute and deliver
this Guaranty to satisfy the requirement described in the preceding paragraph;


 


NOW, THEREFORE, in consideration of the premises and
other benefits to each Guarantor, and of the purchase of the Notes by the
Holders, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, each Guarantor makes this Guaranty as
follows:


 


SECTION 1            Definitions. Any capitalized
terms not otherwise herein defined shall have the meanings attributed to them
in the Note Purchase Agreement.


 


SECTION 2            Guaranty. Each Guarantor,
jointly and severally with each other Guarantor, unconditionally and
irrevocably guarantees to the Holders the due, prompt and complete payment by
the Company of the principal of, Make-Whole Amount, if any, LIBOR Breakage
Amount, if any, and interest on (including interest accruing or becoming owing subsequent to the
commencement of any bankruptcy, reorganization or similar proceeding involving
the Company), and each other amount due under, the Notes and the Note
Purchase


 


1

















 


Agreement, when and as
the same shall become due and payable (whether at stated maturity or by
required or optional prepayment or by declaration or otherwise) in accordance
with the terms of the Notes and the Note Purchase Agreement (the Notes and the
Note Purchase Agreement being sometimes hereinafter collectively referred to as
the “Note Documents” and the amounts payable by the Company under the Note
Documents (including any reasonable attorneys’ fees and expenses), being
sometimes collectively hereinafter referred to as the “Obligations”). This
Guaranty is a guaranty of payment and not just of collectibility and is in no
way conditioned or contingent upon any attempt to collect from the Company or
upon any other event, contingency or circumstance whatsoever. If for any reason
whatsoever the Company shall fail or be unable duly, punctually and fully to
pay such amounts as and when the same shall become due and payable, each
Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest
or notice of any kind, will forthwith pay or cause to be paid such amounts to
the Holders under the terms of such Note Documents, in lawful money of the
United States, at the place specified in the Note Purchase Agreement, or
perform or comply with the same or cause the same to be performed or complied
with, together with interest (to the extent provided for under such Note
Documents) on any amount due and owing from the Company. Each Guarantor,
promptly after demand, will pay to the Holders the reasonable costs and
expenses of collecting such amounts or otherwise enforcing this Guaranty,
including, without limitation, the reasonable fees and expenses of counsel. Notwithstanding
the foregoing, the right of recovery against each Guarantor under this Guaranty
is limited to the extent it is judicially determined with respect to any
Guarantor that entering into this Guaranty would violate Section 548 of the
United States Bankruptcy Code or any comparable provisions of any state law, in
which case such Guarantor shall be liable under this Guaranty only for amounts
aggregating up to the largest amount that would not render such Guarantor’s
obligations hereunder subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any state law.


 


SECTION 3.           Guarantor’s Obligations
Unconditional. The obligations of each Guarantor under this Guaranty shall
be primary, absolute and unconditional obligations of each Guarantor, shall not
be subject to any counterclaim, set-off, deduction, diminution, abatement,
recoupment, suspension, deferment, reduction or defense based upon any claim
each Guarantor or any other Person may have against the Company or any other
Person, and to the full extent permitted by applicable law shall remain in full
force and effect without regard to, and except as provided in Section 9.7(b) of
the Note Purchase Agreement, shall not be released, discharged or in any way
affected by, any circumstance or condition whatsoever other than indefeasibly
payment in full of the Obligations (whether or not each Guarantor or the
Company shall have any knowledge or notice thereof), including:


 


(a)           any termination, amendment or
modification of or deletion from or addition or supplement to or other change
in any of the Note Documents or any other instrument or agreement applicable to
any of the parties to any of the Note Documents;


 


(b)           any furnishing or acceptance of any
security, or any release of any security, for the Obligations, or the failure
of any security or the failure of any Person to perfect any interest in any
collateral;


 


2

















 


(c)           any failure, omission or delay on the
part of the Company to conform or comply with any term of any of the Note
Documents or any other instrument or agreement referred to in paragraph (a)
above, including, without limitation, failure to give notice to any Guarantor
of the occurrence of a “Default” or an “Event of Default” under any Note
Document;


 


(d)           any waiver of the payment,
performance or observance of any of the obligations, conditions, covenants or
agreements contained in any Note Document, or any other waiver, consent,
extension, indulgence, compromise, settlement, release or other action or
inaction under or in respect of any of the Note Documents or any other
instrument or agreement referred to in paragraph (a) above or any obligation or
liability of the Company, or any exercise or non-exercise of any right, remedy,
power or privilege under or in respect of any such instrument or agreement or
any such obligation or liability;


 


(e)           any failure, omission or delay on the
part of any of the Holders to enforce, assert or exercise any right, power or
remedy conferred on such Holder in this Guaranty, or any such failure, omission
or delay on the part of such Holder in connection with any Note Document, or
any other action on the part of such Holder;


 


(f)            any voluntary or involuntary
bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment
for the benefit of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or similar
proceedings with respect to the Company, any Guarantor or to any other Person
or any of their respective properties or creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding;


 


(g)           any discharge, termination,
cancellation, frustration, irregularity, invalidity or unenforceability, in
whole or in part, of any of the Note Documents or any other agreement or
instrument referred to in paragraph (a) above or any term hereof;


 


(h)           any merger or consolidation of the
Company or any Guarantor into or with any other corporation, or any sale, lease
or transfer of any of the assets of the Company or any Guarantor to any other
Person;


 


(i)            any change in the ownership of any
shares of capital stock of the Company or any change in the corporate
relationship between the Company and any Guarantor, or any termination of such
relationship;


 


(j)            any release or discharge, by
operation of law, of any Guarantor from the performance or observance of any
obligation, covenant or agreement contained in this Guaranty; or


 


(k)           any other occurrence, circumstance,
happening or event whatsoever, whether similar or dissimilar to the foregoing,
whether foreseen or unforeseen, and any other circumstance which might
otherwise constitute a legal or equitable defense or


 


3

















 


discharge of the
liabilities of a guarantor or surety or which might otherwise limit recourse
against any Guarantor.


 


SECTION 4.           Full Recourse Obligations. The
obligations of each Guarantor set forth herein constitute the full recourse
obligations of such Guarantor enforceable against it to the full extent of all
its assets and properties.


 


SECTION 5.           Waiver. Each Guarantor
unconditionally waives, to the extent permitted by applicable law,
(a) notice of any of the matters referred to in Section 3, (b) notice
to such Guarantor of the incurrence of any of the Obligations, notice to such
Guarantor or the Company of any breach or default by such Company with respect
to any of the Obligations or any other notice that may be required, by statute,
rule of law or otherwise, to preserve any rights of the Holders against such
Guarantor, (c) presentment to, notice of acceleration of, notice of intent to accelerate or
demand of payment from the Company or the Guarantor with respect to any amount
due under any Note Document or protest for nonpayment or dishonor, (d) any
right to the enforcement, assertion or exercise by any of the Holders of any
right, power, privilege or remedy conferred in the Note Purchase Agreement or
any other Note Document or otherwise, (e) any requirement of diligence on
the part of any of the Holders, (f) any requirement to exhaust any
remedies or to mitigate the damages resulting from any default under any Note
Document, (g) any notice of any sale, transfer or other disposition by any
of the Holders of any right, title to or interest in the Note Purchase
Agreement or in any other Note Document and (h) any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge,
release or defense of a guarantor or surety or which might otherwise limit
recourse against such Guarantor.


 


SECTION 6.           Subrogation, Contribution,
Reimbursement or Indemnity. Until all Obligations have been indefeasibly
paid in full, each Guarantor agrees not to take any action pursuant to any
rights which may have arisen in connection with this Guaranty to be subrogated
to any of the rights (whether contractual, under the United States Bankruptcy
Code, as amended, including Section 509 thereof, under common law or otherwise)
of any of the Holders against the Company or against any collateral security or
guaranty or right of offset held by the Holders for the payment of the
Obligations. Until all Obligations have been indefeasibly paid in full, each
Guarantor agrees not to take any action pursuant to any contractual, common
law, statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty. So long as the Obligations remain, if
any amount shall be paid by or on behalf of the Company to any Guarantor on
account of any of the rights waived in this paragraph, such amount shall be
held by such Guarantor in trust, segregated from other funds of such Guarantor,
and shall, forthwith upon receipt by such Guarantor, be turned over to the
Holders (duly endorsed by such Guarantor to the Holders, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Holders may determine.


 


SECTION 7.           Effect of Bankruptcy Proceedings,
etc. This Guaranty shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of
any of the sums due to any of the Holders pursuant to the terms of the Note
Purchase Agreement or any other Note Document is rescinded or must otherwise be
restored or returned


 


4

















 


by such Holder upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or any other Person, or upon or as a result of the appointment of a
custodian, receiver, trustee or other officer with similar powers with respect
to the Company or other person or any substantial part of its property, or
otherwise, all as though such payment had not been made. If an event permitting
the acceleration of the maturity of the principal amount of the Notes shall at
any time have occurred and be continuing and one or more Holders shall have attempted to accelerate the maturity
of the principal amount of the Notes pursuant to and in compliance with Section
12.1 of the Note Purchase Agreement, or an event shall have occurred that
pursuant to Section 12.1 of the Note Purchase Agreement purportedly results in
the automatic acceleration of the maturity of the principal amount of the
Notes, and in either such case such acceleration shall at such time be
prevented by reason of the pendency against the Company or any other Person of
a case or proceeding under a bankruptcy or insolvency law, each Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, the
maturity of the principal amount of the Notes and all other Obligations shall
be deemed to have been accelerated with the same effect as if any Holder had
accelerated the same in accordance with the terms of the Note Purchase
Agreement or other applicable Note Document, and such Guarantor shall forthwith
pay such principal amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if
any, and interest thereon and any other amounts guaranteed hereunder without
further notice or demand.


 


SECTION 8.           Term of Agreement. Subject to
Section 9.7(b) of the Note Purchase Agreement, this Guaranty and all
guaranties, covenants and agreements of each Guarantor contained herein shall
continue in full force and effect and shall not be discharged until such time
as all of the Obligations shall be irrevocably paid and performed in full in
cash and all of the agreements of such Guarantor hereunder shall be irrevocably
duly paid and performed in full in cash.


 


SECTION 9.           Representations and Warranties.
Each Guarantor represents and warrants to each Holder that:


 


(a)           such Guarantor is a corporation or
other legal entity validly existing and in good standing or equivalent status
under the laws of its jurisdiction of organization and has the corporate or
other power and authority to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged;


 


(b)           such Guarantor has the corporate or
other power and authority and the legal right to execute and deliver, and to
perform its obligations under, this Guaranty, and has taken all necessary
corporate or other action to authorize its execution, delivery and performance
of this Guaranty;


 


(c)           this Guaranty constitutes a legal,
valid and binding obligation of such Guarantor enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law);


 


5

















 


(d)           the execution, delivery and
performance of this Guaranty will not violate any requirement of law applicable
to such Guarantor or material contractual obligation of such Guarantor and,
except as provided in the Note Purchase Agreement, will not result in or
require the creation or imposition of any Lien on any of the properties,
revenues or assets of the Guarantor pursuant to the provisions of any material
contractual obligation of such Guarantor or any requirement of law;


 


(e)           except as provided in the Note
Purchase Agreement, no consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or governmental authority is required in
connection with the execution, delivery or performance of this Guaranty;


 


(f)            except as provided in the Note
Purchase Agreement, no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Guarantor, threatened by or against such Guarantor or any of its properties
(i) with respect to this Guaranty or any of the transactions contemplated
hereby or (ii) which would reasonably be expected to have a Material
Adverse Effect;


 


(g)           the execution, delivery and
performance of this Guaranty will not violate any provision of any order,
judgment, writ, award or decree of any court, arbitrator or Governmental
Authority, domestic or foreign, or of the charter or by-laws of such Guarantor
or of any securities issued by such Guarantor; and


 


(h)           after giving effect to the
transactions contemplated herein and after giving due consideration to any
rights of contribution, (i) the present fair salable value of the assets
of such Guarantor is in excess of the amount that will be required to pay its
probable liability on its existing debts as said debts become absolute and
matured, (ii)  such Guarantor has received reasonably equivalent value for
executing and delivering this Guaranty, (iii) the property remaining in
the hands of such Guarantor is not an unreasonably small capital, and
(iv) such Guarantor is able to pay its debts as they mature.


 


SECTION 10.         Notices. All notices and
communications provided for hereunder shall be in writing and sent by telecopy
if the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service (charges prepaid), or by registered or
certified mail with return receipt requested (postage prepaid), or by a
recognized overnight delivery service (with charges prepaid) (a) if to the
Company or any Holder at the address set forth in,  the Note Purchase Agreement or (b) if to
a Guarantor, in care of the Company at the Company’s address set forth in the
Note Purchase Agreement, or in each case at such other address as the Company,
any Holder or such Guarantor shall from time to time designate in writing to
the other parties. Any notice so addressed shall be deemed to be given when
actually received.


 


6

















 


SECTION 11. Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)           Each Guarantor irrevocably submits to
the non-exclusive jurisdiction of any New York state or federal court sitting
in the Borough of Manhattan, The City of New York, over any suit, action or
proceeding arising out of or relating to this Guaranty, the Note Purchase
Agreement or the Notes. To the fullest extent permitted by applicable law, each
Guarantor irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of
any such court, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.


 


(b)           Each Guarantor consents to process
being served in any suit, action or proceeding solely of the nature referred to
in Section 11(a) by mailing a copy thereof by registered or certified or
priority mail, postage prepaid, return receipt requested, or delivering a copy
thereof in the manner for delivery of notices specified in Section 10, to it. Each
Guarantor agrees that such service upon receipt (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by applicable law,
be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any reputable
commercial delivery service.


 


(c)           Nothing in this Section 11 shall
affect the right of any holder of a Note to serve process in any manner permitted
by law, or limit any right that the holders of any of the Notes may have to
bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one
jurisdiction in any other jurisdiction.


 


(d)           EACH GUARANTOR WAIVES TRIAL BY JURY
IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY
OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


 


SECTION 12.         Miscellaneous. Any provision of
this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, each Guarantor hereby waives any provision of law
that renders any provisions hereof prohibited or unenforceable in any respect. The
terms of this Guaranty shall be binding upon, and inure to the benefit of, each
Guarantor and the Holders and their respective successors and assigns. It is
agreed and understood that any Subsidiary of the Company or of any Guarantor
may become a Guarantor hereunder by executing a Joinder substantially in the
form of Exhibit A attached hereto and delivering the same to the Holders.
Any such Person shall thereafter be a


 


7

















 


“Guarantor” for all
purposes under this Guaranty. No term or provision of this Guaranty may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by each Guarantor and the Holders; provided, however, that a
Guarantor may be fully released and discharged from this Guaranty pursuant to
the terms of Section 9.7(b) of the Note Purchase Agreement. The section and
paragraph headings in this Guaranty are for convenience of reference only and
shall not modify, define, expand or limit any of the terms or provisions
hereof, and all references herein to numbered sections, unless otherwise
indicated, are to sections in this Guaranty. This Guaranty shall in all
respects be governed by, and construed in accordance with, the laws of the State
of New York excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.


 


8

















 


IN WITNESS WHEREOF, each
Guarantor has caused this Guaranty to be duly executed as of the day and year
first above written.


 


	
  

  	
  UNITED STATIONERS
  FINANCIAL

  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS
  TECHNOLOGY

  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAGASSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


9

















 


FORM OF JOINDER TO
SUBSIDIARY GUARANTY


 


The undersigned (the “Guarantor”), joins in the
Subsidiary Guaranty dated as of October 15, 2007 from the Guarantors named
therein in favor of the Holders, as defined therein, and (i) jointly and
severally with the other Guarantors under the Subsidiary Guaranty, guarantees
to the Holders from time to time of the Notes the prompt payment in full when
due (whether at stated maturity, by acceleration or otherwise) and the full and
prompt performance and observance of all Obligations (as defined in Section 2
of the Subsidiary Guaranty), (ii) accepts and agrees to perform and observe all
of the covenants set forth therein, (iii) waives the rights set forth in
Section 5 of the Subsidiary Guaranty, (iv) waives the rights, submits to
jurisdiction, and waives service of process as described in Section 11 of the
Subsidiary Guaranty and (v) agrees to be bound by all of the terms thereof and
represents and warrants to the Holders that:


 


(a)           the Guarantor is validly existing and
in good standing or equivalent status under the laws of its jurisdiction of
organization and has the requisite power and authority to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged;


 


(b)           the Guarantor has the requisite power
and authority and the legal right to execute and deliver this Joinder to
Subsidiary Guaranty (“Joinder”) and to perform its obligations hereunder and
under the Subsidiary Guaranty and has taken all necessary action to authorize
its execution and delivery of this Joinder and its performance of the
Subsidiary Guaranty; and


 


(c)           the Subsidiary Guaranty constitutes a
legal, valid and binding obligation of the Guarantor enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, fraudulent transfer,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).


 


IN WITNESS WHEREOF, the
undersigned has caused this Joinder to Subsidiary Guaranty to be duly executed
as of                           ,
        .


 


	
  

  	
  [Name of Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


1

















 


EXHIBIT 4.4(a)


 


FORM OF OPINION OF COUNSEL

FOR THE COMPANY


 


The opinion of Mayer Brown LLP, counsel for the
Company, shall be to the effect that:


 


1.             The
Company is a corporation validly existing and in good standing under the laws
of Illinois, and has all requisite corporate power and authority to enter into
and perform the Agreement and the Collateral Documents to which it is a party
and to issue and sell the Notes.


 


2.             The
Parent is a corporation validly existing and in good standing under the laws of
Delaware, and has all requisite corporate power and authority to enter into and
perform the Agreement and to execute, deliver and perform the Parent Guaranty
and the Collateral Documents to which it is a party.


 


3.             Each
of the Illinois Subsidiary Guarantors is a limited liability company validly
existing and in good standing under the laws of Illinois, and has all requisite
limited liability company power and authority to execute, deliver and perform
the Subsidiary Guaranty and the Collateral Documents to which it is a party.


 


4.             The
Agreement, the Covered Collateral Documents to which it is a party and the
Notes have been duly authorized by proper corporate action on the part of the
Company, have been duly executed and delivered by an authorized officer of the
Company, and constitute valid and binding agreements of the Company,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws of general application now or hereafter in effect relating to or
affecting the enforcement of the rights of creditors or other obligees
generally or by general equitable principles, regardless of whether enforcement
is sought in a proceeding in equity or at law.


 


5.             The
Agreement, the Covered Collateral Documents to which it is a party and the
Parent Guaranty have been duly authorized by proper corporate action on part of
the Parent, have been duly executed and delivered by an authorized officer of
the Parent, and constitute valid and binding agreements of the Parent,
enforceable in accordance with their terms, except to the except to the extent
that enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws of general application now or hereafter in effect relating to or
affecting the enforcement of the rights of creditors or other obligees
generally or by general equitable principles, regardless of whether enforcement
is sought in a proceeding in equity or at law.


 


6.             The
Subsidiary Guaranty and the Covered Collateral Documents to which it is a party
have been duly authorized by proper limited liability company action on the
part of the Illinois Subsidiary Guarantors and have been duly executed and
delivered by authorized officers of the Illinois Subsidiary Guarantors.


 

















 


7.             The
Subsidiary Guaranty and the Covered Collateral Documents to which it is a party
and constitute valid and binding agreements of the Subsidiary Guarantors,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, fraudulent transfer, moratorium or
similar laws of general application now or hereafter in effect relating to or
affecting the enforcement of the rights of creditors or other obligees
generally or by general equitable principles, regardless of whether enforcement
is sought in a proceeding in equity or at law.


 


8.             Assuming
the accuracy of the representations and warranties of all parties set forth in
the Agreement and the representations of J.P. Morgan Securities Inc. set forth
in a letter to the Company dated as of the date hereof regarding the offering
of the Notes, the offer, sale and delivery of the Notes by the Company, the
delivery of the Parent Guaranty by the Parent and the delivery of the
Subsidiary Guaranty by the Subsidiary Guarantors do not require registration
under the Securities Act of 1933, as amended, or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.


 


9.             No
authorization, approval or consent of, and no registration or qualification
with, any U.S. Federal or Illinois state Governmental Authority is required in
connection with the execution, delivery and performance by (i) the Company or
the Parent of the Agreement and each Collateral Document to which it is a party
or the offering, issuance and sale by the Company of the Notes, (ii) the Parent
of the Parent Guaranty, or (iii) any Subsidiary Guarantor of the Subsidiary
Guaranty and each Collateral Document to which it is a party.


 


10.           The
issuance and sale of the Notes by the Company, the performance by the Company
of its obligations under the Notes, the Agreement and the Covered Collateral
Documents to which it is a party and the execution and delivery of the
Agreement and the Covered Collateral Documents to which it is a party by the
Company does not (i) violate any Applicable Law or any provision of the
articles of incorporation or bylaws of the Company, or (ii) conflict with, or
result in any breach or default under, or, except as contemplated by the
Collateral Documents, result in the creation or imposition of any lien, charge
or encumbrance on, the property of the Company pursuant to the provisions of
any agreement or instrument listed on Schedule I hereto.


 


11.           The
execution and delivery of the Agreement, the Parent Guaranty and the

Covered Collateral Documents to which it is a party by the Parent and the
performance of its obligations thereunder does not (i) violate any Applicable
Law or any provision of the certificate of incorporation or bylaws of the
Parent, or (ii) conflict with, or result in any breach or default under, or,
except as contemplated by the Collateral Documents, result in the creation or
imposition of any lien, charge or encumbrance on, the property of the Parent
pursuant to the provisions of any agreement or instrument listed on Schedule I
hereto.


 


12.           The
execution and delivery of the Subsidiary Guaranty and the Covered Collateral
Documents to which it is a party by each Subsidiary Guarantor and the
performance of their respective obligations thereunder does not violate any
Applicable Law.


 


2

















 


13.           The
execution and delivery of the Subsidiary Guaranty and the Covered Collateral
Documents to which it is a party by each Illinois Subsidiary Guarantor and the
performance of their respective obligations thereunder does not violate any
provision of the organizational documents of such Illinois Subsidiary
Guarantor.


 


14.           The
execution and delivery of the Subsidiary Guaranty and the Covered Collateral
Documents to which it is a party by each Subsidiary Guarantor and the
performance of its obligations thereunder does not conflict with, or result in
any breach or default under, or, except as contemplated by the Collateral
Documents, result in the creation or imposition of any lien, charge or
encumbrance on, the property of such Subsidiary Guarantor pursuant to the
provisions of any agreement or instrument listed on Schedule I hereto.


 


15.           None
of the Company, the Parent, any Subsidiary Guarantor or any Subsidiary is an “investment
company,” as such term is defined in the Investment Company Act of 1940, as
amended.


 


16.           Based
on the representations and warranties set forth in the Agreement, the issuance
of the Notes and the intended use of the proceeds of the sale of the Notes do
not violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.


 


17.           The
provisions of the Security Agreement are effective under the New York UCC to
create in favor of the Collateral Agent a security interest in the rights of
the Company, the Parent and each Subsidiary Guarantor in that portion of the
collateral of the Company, the Parent and each Subsidiary Guarantor, as
applicable, in which a security interest was purported to be granted under the
Security Agreement and in which a security interest may be created under
Article 9 of the New York UCC (the “Article 9 Collateral”).


 


18.           As
evidenced by the time-stamped copies of the Financing Statements naming the
Company, the Parent and each Illinois Subsidiary Guarantor as debtors attached
as exhibits to such opinion, such financing statements were filed and
accordingly the Collateral Agent’s security interest in the Article 9
Collateral of the Company, the Parent and each Illinois Subsidiary Guarantor in
which a security interest may be perfected by filing a financing statement
under the UCC as in effect in the state of filing has been perfected.


 


19.           Assuming
the Collateral Agent takes delivery and retains possession in the State of
Illinois of certificates in registered form representing the securities pledged
to the Collateral Agent pursuant to the Security Agreement (the “Pledged
Securities”), and further assuming the Pledged Securities are each duly
indorsed to the Collateral Agent or in blank by an effective endorsement or are
accompanied by undated stock powers with respect thereto duly indorsed to the
Collateral Agent or in blank by an effective endorsement, the Collateral Agent’s
security interest in the rights of the Company or the Parent, as applicable, in
the Pledged Securities will be perfected.


 


The opinion of
Mayer Brown LLP shall cover such other matters relating to the sale of the
Notes as the Purchasers may reasonably request. With respect to matters of fact
on which such opinion is based, such counsel shall be entitled to rely on
appropriate certificates of public officials and officers of the Company. The
opinion of Mayer Brown LLP may be limited to matters governed


 


3

















 


by the laws of the
United States of America, the laws of the state of New York and Illinois, the
Delaware General Corporation Law and the Delaware UCC. The opinion shall also
state that subsequent permitted transferees and assignees of the Notes may rely
thereon.


 


4

















 


FORM OF OPINION OF COUNSEL

FOR LAGASSE, INC.


 


The opinion of Phelps Dunbar, L.L.P., counsel for
Lagasse, Inc. (the “Company”), shall be to the effect that:


 


1.             The
Company is a corporation validly existing and in good standing under the laws
of Louisiana, and has all requisite corporate power and authority to execute,
deliver and perform the Subsidiary Guaranty and the Collateral Documents to
which it is a party.


 


2.             The
Subsidiary Guaranty and the Covered Collateral Documents to which it is a party
have been duly authorized by proper corporate action on the part of the Company
and have been duly executed and delivered by authorized officers of the
Company.


 


3.             The
execution and delivery of the Subsidiary Guaranty and the Covered Collateral
Documents to which it is a party by the Company and the performance of its
obligations thereunder does not violate any Applicable Law or any provision of
the organizational documents of the Company.


 


4.             As
evidenced by the time-stamped copy of the Financing Statement naming the
Company as debtor attached as an exhibit to such opinion, such financing
statement was filed and, assuming that the Security Agreement creates in favor
of the Collateral Agent a security interest in the rights of the Company in the
collateral of the Company in which a security interest may be created under
Article 9 of the New York UCC (the “Article 9 Collateral”), the Collateral
Agent’s security interest in the Article 9 Collateral of the Company in which a
security interest may be perfected by filing a financing statement under the
Louisiana UCC has been perfected.


 


The opinion of
Phelps Dunbar, L.L.P. shall cover such other matters relating to the sale of
the Notes as the Purchasers may reasonably request. With respect to matters of
fact on which such opinion is based, such counsel shall be entitled to rely on
appropriate certificates of public officials and officers of the Company. The
opinion of Phelps Dunbar, L.L.P. may be limited to matters governed by the laws
of the state of Louisiana. The opinion shall also state that subsequent
permitted transferees and assignees of the Notes and Foley & Lardner LLP
may rely thereon.


 


5

















 


EXHIBIT 4.4(b)


 


FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS


 


The opinion of Foley
& Lardner LLP, special counsel to the Purchasers, shall be to the effect
that:


 


1.             The Company is a corporation validly existing in good
standing under the laws of the state of Illinois, with requisite corporate
power and authority to enter into the Agreement and to issue and sell the Notes.
The Parent is a corporation validly existing in good standing under the laws of
the state of Delaware, with requisite corporate power and authority to enter
into the Parent Guaranty and to issue and sell the Notes.


 


2.             The Agreement and the Notes have been duly authorized by
proper corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the legal,
valid and binding agreements of the Company, enforceable in accordance with their
terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
fraudulent transfer, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.


 


3.             The Agreement and the Parent Guaranty have been duly
authorized by proper corporate action on the part of the Parent, have been duly
executed and delivered by an authorized officer of the Parent, and constitute
the legal, valid and binding obligation of the Parent, enforceable in
accordance with their terms, except to the extent the enforcement thereof may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
fraudulent transfer, reorganization, moratorium or similar laws of general
application relating to or affecting the enforcement of the rights of creditors
or by equitable principles, regardless of whether enforcement is sought in a
proceeding in equity or at law.


 


4.             The Subsidiary Guaranty constitutes the legal, valid and
binding obligation of each Subsidiary Guarantor, enforceable in accordance with
its terms, except to the extent the enforcement thereof may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium or similar laws of general application relating to
or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.


 


5.             Based upon the representations set forth in the
Agreement, the offering, sale and delivery of the Notes and the execution and
delivery of the Parent Guaranty and the Subsidiary Guaranty do not require the
registration of the Notes, the Parent Guaranty or the Subsidiary Guaranty under
the Securities Act of 1933, as amended, nor the qualification of an indenture
under the Trust Indenture Act of 1939, as amended.


 

















 


6.             No approval, consent or withholding of objection on the
part of, or filing, registration or qualification with, any governmental body,
Federal or state, is necessary in connection with the execution and delivery of
the Note Agreement or the Notes.


 


Foley & Lardner LLP
may rely, as to the due authorization, execution and delivery by each
Subsidiary Guarantor of the Subsidiary Guaranty, upon the opinion of Phelps
Dunbar, L.L.P., counsel for the Company. Foley
& Lardner LLP shall state that such opinion is satisfactory in form and
scope to it, and that, in its opinion, the Purchasers and it are justified in
relying thereon and shall cover such other matters relating to the sale of the
Notes as the Purchasers may reasonably request.


 


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