Exhibit
10.6


 


EXECUTION COPY


 


INTERCREDITOR AGREEMENT


 


This INTERCREDITOR AGREEMENT, dated as of October 15,
2007 (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Agreement”),
is entered into by and among JPMorgan Chase Bank, N.A. (“JPMCB”),
in its capacity as agent (the “Agent”) for
the “Lenders” under the Bank Credit Agreement (as defined below) (such Lenders,
the “Banks”), the holders of the Notes (as
defined below) listed on Annex II attached hereto and any subsequent
holder of Notes (the “Noteholders”;
the Banks, the Noteholders and the Agent, and any other holder of Eligible
Additional Senior Secured Indebtedness (as defined below) that enters into a
joinder to this Agreement between such holder and the Collateral Agent (the “Additional Holders”), together with their respective
successors and assigns, are herein sometimes collectively called the “Lenders” and individually called a “Lender”),
and JPMCB, in its capacity as contractual representative for the Lenders
hereunder (the “Collateral Agent”). Capitalized
terms used herein but not defined herein shall have the meanings set forth in
the “Bank Credit Agreement” and the “Note Agreement” and the “Eligible
Additional Senior Secured Documents” (each as defined below).


 


RECITALS:


 


WHEREAS, United Stationers Supply Co., an Illinois
corporation (herein called the “Company”),
United Stationers Inc., a Delaware corporation (the “Parent”),
the Banks, and the Agent entered into that certain Second Amended and Restated
Five-Year Revolving Credit Agreement dated as of July 5, 2007 (as the same have
been or may be amended, restated, supplemented or otherwise modified, replaced
or refinanced from time to time, the “Bank Credit Agreement”),
pursuant to which, among other things, the Banks have agreed to make certain
advances to the Company (the “Loans”) and to
issue letters of credit for the account of the Company (the “Letters of Credit”);


 


WHEREAS, the Company, the Parent and the Noteholders
listed on Annex II entered into a Master Note Purchase Agreement, dated as of
October 15, 2007 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Note Agreement”)
pursuant to which the Company issued and sold to the Noteholders $135,000,000
aggregate principal amount of the Company’s Floating Rate Secured Senior Notes,
Series 2007-A, due October 15, 2014 (the “Series 2007-A Notes”);
and which Note Agreement provides for the issuance by the Company of one or
more additional series of secured senior notes (“Additional
Notes” and, together with the Series 2007-A Notes, the “Notes”; the Notes, the Note Agreement, the Bank Credit
Agreement and any other document, agreement or instrument pursuant to which
Eligible Additional Senior Secured Indebtedness is incurred or issued and which
governs any Eligible Additional Senior Secured Indebtedness (the “Eligible Additional Senior Secured Documents”) being herein
referred to as the “Lender Documents”);


 


WHEREAS, pursuant to the terms of the Collateral Documents,
each of the Company and the entities set forth on Annex III hereto
(together with any other subsidiaries of the Parent or the Company that may
hereafter become parties to any Collateral Document, the 


 

















 


“Credit Parties”) that have
guaranteed the repayment of all amounts due and payable under the Lender
Documents, shall, as of the date hereof, have granted a security interest in
certain of its assets to the Collateral Agent; and


 


WHEREAS, the Lenders desire to agree to the relative
priority of the application of payments received pursuant to the terms of the
Collateral Documents with respect to the Obligations (as defined below), and
certain other rights and interests;


 


NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the Lenders and the Collateral Agent
hereby agree as follows:


 


1.             Defined
Terms. As used in this Agreement, the following terms shall have the
following meanings:


 


“Actionable Default” means, under the Lender Documents, (a) a
Default or Event of Default (as defined therein) shall have occurred thereunder
as a result of (i) the nonpayment of amounts owing thereunder, (ii)
noncompliance with any financial covenant set forth therein or (iii) the
bankruptcy or insolvency of the Company or any of its affiliates, including,
without limitation, the Credit Parties, (b) a notice shall have been delivered
to the Company by the Agent under the Bank Credit Agreement or a Noteholder
under the Note Agreement or an Additional Holder under the Eligible Additional
Senior Secured Documents indicating that a Default or Event of Default (as
defined therein) has occurred and is continuing and the Obligations due under
any such agreement are immediately due and payable, to the extent provided for
in the applicable Lender Document, (c) a default shall have occurred under any
Collateral Document or Guaranty (defined below) and the Agent, the Collateral
Agent, or a Lender, as applicable, shall have caused the amounts owing
thereunder to become immediately due and payable, to the extent provided for in
the applicable Collateral Document or Guaranty or (d) any Lender shall have
exercised a banker’s lien or right of offset against any account of the Company
or any Credit Party maintained with such Lender after the occurrence of a
Default or Event of Default (as defined therein).


 


“Agent’s Expenses” means all of the fees, costs and expenses of the
Collateral Agent (including, without limitation, the reasonable fees and
disbursements of its counsel) (i) arising in connection with the preparation,
execution, delivery, modification, restatement, amendment or termination of
this Agreement and each Collateral Document, if not previously reimbursed, or
the enforcement (whether in the context of a civil action, adversarial proceeding,
workout or otherwise) of any of the provisions hereof or thereof, or (ii)
incurred or required to be advanced in connection with the sale or other
disposition or the custody, preservation or protection of the Collateral
pursuant to any Collateral Document and the exercise or enforcement of the
Collateral Agent’s rights under this Agreement and in and to the Collateral.


 


“Collateral” means all property of the Company or any Credit Party
in which the Agent or the Collateral Agent shall have been granted a security
interest or lien under any of the Collateral Documents.


 


“Collateral Account” means the collateral account established
and maintained by the Collateral Agent pursuant to Section 8.


 


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“Collateral Documents” means any and all security agreements,
pledge agreements, financing statements, and other similar instruments executed
by the Company or any Credit Party in favor of the Collateral Agent from time
to time pursuant hereto, in each case as such agreements, documents and
instruments may be amended, modified, supplemented and/or restated, and
together in each case with any other agreements, instruments and documents
incidental thereto.


 


“Distribution Date” means the second business day in each calendar week,
commencing with the first such business day following receipt by the Collateral
Agent of a Notice of Actionable Default.


 


“Eligible Additional Senior Secured Indebtedness” means all monetary obligations under the
Eligible Additional Senior Secured Agreements and that are permitted under the
Bank Credit Agreement, the Note Agreement and any other Eligible Additional
Senior Secured Documents (if in effect) to be secured by the Liens and security
interests under the Collateral Documents on a pari passu basis (on all or part
of the Collateral) with the Obligations under the Bank Credit Agreement and the
Note Agreement and any other Eligible Additional Senior Secured Indebtedness
(if in effect) so long as the property and assets covered by such Liens and
security interests also secure the Obligations under the Bank Credit Agreement
and the Note Agreement and any other Eligible Additional Senior Secured
Indebtedness (if in effect).


 


“Guaranty” means any guaranty entered into by a Credit Party in
favor of the Agent, the Collateral Agent, and/or any Lender guaranteeing the
repayment of the Obligations due and payable under a Lender Document.


 


“L/C Interests” means, with respect to any Bank, such Bank’s direct
or participation interests in all unpaid reimbursement obligations with respect
to Letters of Credit and such Bank’s direct obligations or risk participations
with respect to undrawn amounts of all outstanding Letters of Credit, provided
that the undrawn amounts of outstanding Letters of Credit shall be considered
to have been reduced to the extent of any amount on deposit with the Agent at
any time as provided in Section 9(b) hereof.


 


“Notice of Actionable Default” means a written notice to the Collateral
Agent from any Lender or Lenders stating that it is a “Notice of Actionable
Default” hereunder and certifying that an Actionable Default has occurred and
is continuing. A Notice of Actionable Default may be included in a written
direction to the Collateral Agent from the Requisite Lenders pursuant to Section
5.


 


“Notice of Default”
means a written notice to the Collateral Agent from any Lender or Lenders
stating that it is a “Notice of Default” hereunder and certifying that an Event
of Default (as defined in the Bank Credit Agreement or the Note Agreement or
the Eligible Additional Senior Secured Documents to which an Additional Holder
is a party) has occurred and is continuing.


 


“Obligations” means all of the monetary obligations owed by the
Company and the Credit Parties to the Lenders and the Agent under the Bank
Credit Agreement, the Note Agreement, the Eligible Additional Senior Secured
Documents, the Notes, the Guaranties, the 


 


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Collateral Documents, and related agreements, documents, and
instruments, including, without limitation, 
(1) the outstanding principal amount of, accrued and unpaid interest on,
and any unpaid premium or make whole amount (as defined in the Note Agreement
or, if applicable, any Eligible Additional Senior Secured Documents) or other
breakage or prepayment indemnification due with respect to, the Loans, the
Notes or any Eligible Additional Senior Secured Indebtedness, (2) any unpaid
reimbursement obligations with respect to any Letters of Credit, (3) any
undrawn amounts of any outstanding Letters of Credit, and (4) any other unpaid
amounts (including amounts in respect of fees, expenses, indemnification,
hedging obligations permitted under the Bank Credit Agreement and
reimbursement) due from the Company and the Credit Parties under any of the
Note Agreement, any Eligible Additional Senior Secured Documents, the Notes,
the Bank Credit Agreement, the Guaranties or the Collateral Documents; provided
that the undrawn amounts of any outstanding Letters of Credit shall be
considered to have been reduced to the extent of any amount on deposit with the
Agent at any time as provided in Section 9(b) hereof.


 


“Principal Exposure” means, with respect to any Lender at any
time (i) if such Lender is a Bank, (a) prior to the acceleration of the Obligations
under the Bank Credit Agreement, the sum of (x) the aggregate amount of such
Lender’s unfunded Commitments under the Bank Credit Agreement to the extent
such Lender shall be contractually obligated to make Credit Extensions (as
defined in the Bank Credit Agreement) pursuant to the terms of the Bank Credit
Agreement, (y) the outstanding principal amount of such Lender’s Loans and (z)
the outstanding face and/or principal amount of such Lender’s L/C Interests at
such time, (b) after an acceleration of the Obligations under the Bank Credit
Agreement but prior to the date upon which the Bank Credit Agreement has
terminated by its terms and all of the Obligations thereunder shall have been
paid in full, the sum of (x) the outstanding principal amount of such Lender’s
Loans, (y) the outstanding face and/or principal amount of such Lender’s L/C
Interests at such time and (z) the aggregate net early termination payments and
all other amounts due and unpaid from the Borrower to such Bank or such Bank’s
Affiliates under Rate Management Transactions, as determined by the Agent in
its reasonable discretion and (z) after the Bank Credit Agreement has
terminated by its terms and all of the Obligations thereunder have been paid in
full (whether or not the Obligations under the Bank Credit Agreement were ever
accelerated), the aggregate net early termination payments and all other
amounts then due and unpaid from the Borrower to such Bank or such Bank’s
Affiliates under Rate Management Transactions, as determined by the Agent in
its reasonable discretion, and (ii) if such Lender is a Noteholder, the
outstanding principal amount of such Lender’s Notes at such time, (iii) if such
Lender is an Additional Holder that is party to a secured revolving credit
facility or secured term loan credit facility (a) prior to the acceleration of
the Obligations under the such Lender’s Eligible Additional Senior Secured
Documents, the sum of (x) the aggregate amount of such Lender’s unfunded
commitments under such Eligible Additional Senior Secured Documents to the
extent such Lender shall be contractually obligated to make extensions of
credit pursuant to the terms of such Eligible Additional Senior Secured
Documents and (y) the outstanding unpaid principal amount of such Lender’s Eligible
Additional Senior Secured Indebtedness, (b) after an acceleration of the
Obligations under such Lender’s Eligible Additional Senior Secured Documents
but prior to the date upon which such Eligible Additional Senior Secured
Documents have terminated by their terms and all of the Obligations thereunder
shall have been paid in full, the outstanding unpaid principal amount of such
Lender’s Eligible Additional Senior Secured Indebtedness and (iv) with respect
to any other Lender that is an Additional Holder, the


 


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outstanding unpaid principal amount of such Lender’s Eligible
Additional Senior Secured Indebtedness.


 


“Pro Rata Share” means, with respect to any Lender at any time, a
fraction (expressed as a percentage), the numerator of which is the amount of
such Lender’s Principal Exposure at such time, and the denominator of which is
the aggregate amount of the Principal Exposure of all of the Lenders at such
time.


 


“Requisite Lenders” means, at any time, (i) with respect to the aggregate
Pro Rata Shares of the Banks and any Additional Holder that is party to a
secured revolving credit facility or secured term loan credit facility, such
Banks and Additional Holders whose Pro Rata Shares exceed fifty percent of such
aggregate amount plus (ii) with respect to the aggregate Pro Rata Shares
of the Noteholders and any Additional Holder not otherwise included under clause
(i) above, such Noteholders and Additional Holders whose Pro Rata Shares
(a) 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, equal or exceed 60% of such aggregate amount and (b) in any
other circumstance, exceed fifty percent of such aggregate amount.


 


“Secured Parties” means (i) the “Holders of Secured Obligations” under
(and as defined in) the Bank Credit Agreement, (ii) the Noteholders and (iii)
the Additional Holders, together with their respective successors and assigns.


 


2.             Appointment;
Nature of Relationship. The Agent, on behalf of the Banks, and each
Noteholder and each Additional Holder by its acceptance of any Lender Document,
hereby designates and appoints JPMCB as its Collateral Agent under this
Agreement and the Collateral Documents, and each of them hereby irrevocably
authorizes the Collateral Agent to take such action on its behalf under the
provisions of this Agreement and the Collateral Documents and to exercise such
powers as are set forth herein or therein, together with such other powers as
are incidental thereto. The Collateral Agent agrees to act as such on the
express terms and conditions contained in this Agreement. Notwithstanding the
use of the defined term “Collateral Agent,” it is expressly understood and agreed
that the Collateral Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement and that the Collateral Agent is merely
acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the Collateral Documents. In its
capacity as the Lenders’ contractual representative, the Collateral Agent (i)
does not assume any fiduciary duties to any of the Lenders and (ii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the Collateral Documents. The
Agent, on behalf of the Banks, each Noteholder and each Additional Holder by
its acceptance of any Lender Document agrees to assert no claim against the
Collateral Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each of them hereby waives.


 


3.             Powers
and Duties. The Collateral Agent shall have and may exercise such powers
under the Collateral Documents as are specifically delegated to the Collateral
Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto. The Collateral Agent shall have no implied
duties to the Lenders, or any obligation to the


 


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Lenders to take any action hereunder or under any of the Collateral
Documents, except any action specifically required by this Agreement or any of
the Collateral Documents to be taken by the Collateral Agent or directed by the
Requisite Lenders in accordance with the terms hereof. The Collateral Agent
shall not take any action which is in conflict with any provisions of
applicable law or of this Agreement or any Collateral Document.


 


4.             Authorization
to Execute Collateral Documents. If the Collateral Agent receives written
notice from either the Agent or a Noteholder or an Additional Holder at any
time or from time to time hereunder that Collateral Documents are required
pursuant to the Bank Credit Agreement, the Note Agreement or any Eligible
Additional Senior Secured Document in connection with the grant of a security
interest in and lien against the assets of the Company and/or a Credit Party,
the Collateral Agent is authorized to and shall execute and deliver such
Collateral Documents as the Agent or such Noteholder or such Additional Holder
shall direct requiring execution and delivery by it and is authorized to and
shall accept delivery from the Company of such Collateral Documents as the
Agent or the Noteholder or the Additional Holder shall direct which do not
require execution by the Collateral Agent.


 


5.             Direction
by Requisite Lenders. Except as otherwise provided in this Section 5,
the Collateral Agent shall take any action with respect to the Collateral and
the Collateral Documents directed in writing by the Requisite Lenders. Notwithstanding
the foregoing, the Collateral Agent shall not be obligated to take any such
action (i) which is in conflict with any provisions of applicable law or of
this Agreement or any Collateral Document or (ii) with respect to which the
Collateral Agent, in its opinion, shall not have been provided adequate
security and indemnity against the costs, expenses and liabilities that may be
incurred by it as a result of compliance with such direction. Under no
circumstances shall the Collateral Agent be liable for following the written
direction of the Requisite Lenders. In each instance in which the Requisite
Lenders deliver a written direction to the Collateral Agent pursuant hereto,
the Collateral Agent shall promptly send a copy of such written direction to
each Lender that is not included in such Requisite Lenders.


 


6.             Notice
of Actionable Default. Any Lender or Lenders may give the Collateral Agent
a Notice of Default or a Notice of Actionable Default in the manner provided in
Section 31 and shall give a copy of such Notice of Default or Notice of
Actionable Default to each of the other Lenders. If and only if the Collateral
Agent shall have received a Notice of Actionable Default, the Collateral Agent
shall, if directed in writing by the Requisite Lenders, exercise the rights and
remedies provided in this Agreement and in any of the Collateral Documents.


 


7.             Remedies.
Each of the Lenders hereby irrevocably agrees that the Collateral Agent shall
be authorized, after the occurrence of an Actionable Default and at the
direction of the Requisite Lenders or incidental to any such direction, for the
purpose of carrying out the terms of this Agreement and any of the Collateral
Documents, to take any and all appropriate action and to execute any and all
documents and instruments that may be necessary or desirable to accomplish the
purposes hereof and thereof, including, without limiting the generality of the
foregoing, to the extent permitted by applicable law, to do the following:


 


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(i)            to
ask for, demand, sue for, collect, receive and give acquittance for any and all
moneys due or to become due with respect to the Collateral (except that,
without the consent of all Lenders, the Collateral Agent shall not accept any
Obligations in whole or partial consideration from the disposition of any
Collateral),


 


(ii)           to
receive, take, endorse, assign and deliver any and all checks, notes, drafts,
acceptances, documents and other negotiable and nonnegotiable instruments,
documents and chattel paper taken or received by the Collateral Agent in
connection with this Agreement or any of the Collateral Documents,


 


(iii)          to
commence, file, prosecute, defend, settle, compromise or adjust any claim,
suit, action or proceeding with respect to the Collateral,


 


(iv)  to sell,
transfer, assign or otherwise deal in or with the Collateral or any part
thereof pursuant to the terms and conditions of this Agreement and the
Collateral Documents, and


 


(v)  to do, at
its option and at the expense and for the account of the Lenders (to the extent
the Collateral Agent shall not be reimbursed by the Company) at any time or
from time to time, all acts and things which the Collateral Agent deems
reasonably necessary to protect or preserve the Collateral and to realize upon
the Collateral.


 


8.             The
Collateral Account. Upon receipt by the Collateral Agent of a Notice of
Actionable Default, and until such time as the Event of Default described
therein is cured or waived, the Collateral Agent shall establish and maintain
at its principal office an interest-bearing account that shall be entitled the “United
Stationers Collateral Account.”  All
moneys received by the Collateral Agent with respect to Collateral after
receipt of a Notice of Actionable Default shall be deposited in the Collateral
Account and thereafter shall be held, applied and/or disbursed by the
Collateral Agent in accordance with Section 9. In addition, any other
payments received, directly or indirectly, by any Lender of or with respect to
any of the Obligations (including, without limitation, any payment by any
Credit Party under any Guaranty) after giving or receiving a Notice of
Actionable Default (excluding any payments distributed to any Lender by the
Collateral Agent in accordance with Section 9), any payment received by
any Lender (whether direct or indirect, by foreclosure, set-off, exercise of
banker’s lien or otherwise) from the Company or any Credit Party made during
the continuance of an Actionable Default (other than scheduled payments of
interest, fees and principal in respect of the Obligations), and any payment
received by any Lender with respect to any of the Obligations in an insolvency
or reorganization proceeding with respect to the Company or any Credit Party,
shall promptly be delivered to the Collateral Agent and thereafter shall be
held, applied and/or disbursed by the Collateral Agent in accordance with Section
9. The Collateral Account at all times shall be subject to the exclusive
dominion and control of the Collateral Agent.


 


9.             Application
of Moneys. (a) All moneys held by the Collateral Agent in the Collateral
Account shall be distributed by the Collateral Agent on each Distribution Date
as follows:


 


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FIRST:  To the
Collateral Agent in an amount equal to the Agent’s Expenses that are unpaid as
of such Distribution Date, and to any Lender that has theretofore advanced or
paid any such Agent’s Expenses in an amount equal to the amount thereof so
advanced or paid by such Lender prior to such Distribution Date;


 


SECOND:  To the
Lenders, pro rata in proportion to their respective Pro Rata Shares as of such
Distribution Date; and


 


THIRD:  Any
surplus remaining after payment in full in cash of all Agent’s Expenses and all
of the Obligations shall be paid to the Company, or to whomever may be lawfully
entitled to receive the same, or as a court of competent jurisdiction may
direct, provided that if any Lender shall have notified the Collateral
Agent in writing that a claim is pending for which such Lender is entitled to
the benefits of an indemnification, reimbursement or similar provision under
which amounts are not yet due but with respect to which the Company continues
to be contingently liable, and amounts payable by the Company with respect
thereto are secured by the Collateral, the Collateral Agent shall continue to
hold the amount specified in such notice in the Collateral Account until the
Company’s liability with respect thereto is discharged or released to the
satisfaction of such Lender.


 


Notwithstanding
the foregoing, except for any surplus under clause THIRD above, the Collateral
Agent shall not be required (unless directed by the Requisite Lenders) to make
a distribution on any Distribution Date if the balance in the Collateral
Account available for distribution on such Distribution Date is less than
$10,000. The Collateral Agent shall not be responsible for any Lender’s
application (or order of application) of payments received by such Lender from
the Collateral Agent hereunder to the Obligations owing to such Lender. For the
purpose of determining the amounts to be distributed pursuant to clause SECOND
above of this subsection (a) with respect to the undrawn amounts of the
outstanding Letters of Credit, such undrawn amounts shall be reduced by any
amounts held as collateral pursuant to subsection (b) of this Section 9.


 


(b)  Any
distribution pursuant to clause SECOND of subsection (a) above with respect
to the undrawn amount of any outstanding Letter of Credit shall be paid to the
Agent to be held as collateral for the Banks and disposed of as provided in
this subsection (b). On each date on which a payment is made to a
beneficiary pursuant to a draw on a Letter of Credit, the Agent shall
distribute to the Banks from the amounts held pursuant to this subsection
(b) for application to the payment of the reimbursement obligation due to
such Banks with respect to such draw an amount equal to the product of (1) the
total amount then held pursuant to this subsection (b), and (2) a
fraction, the numerator of which is the amount of such draw and the denominator
of which is the aggregate undrawn amount of all outstanding Letters of Credit
immediately prior to such draw. On each date on which a reduction in the
undrawn amount of any outstanding Letter of Credit occurs other than on account
of a payment made to a beneficiary pursuant to a draw on such Letter of Credit,
the Agent shall distribute from the amounts held pursuant to this subsection (b)
an amount equal to the product of (1) the total amount then held pursuant to
this subsection (b) and (2) a fraction the numerator of which is the
amount of such


 


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reduction and the denominator of which is the aggregate undrawn amount
of all outstanding Letters of Credit immediately prior to such reduction, which
amount shall be distributed as provided in clause SECOND of subsection (a)
above. At such time as no Letters of Credit are outstanding, any remaining
amount held pursuant to this subsection (b), after the distribution
therefrom as provided above, shall be distributed as provided in clause SECOND
of subsection (a) above.


 


10.           Information
from Lenders. Each of the Lenders hereby agrees, promptly upon request by
the Collateral Agent, to provide to the Collateral Agent in writing such
information regarding the Obligations held by such Lender as may be reasonably
required by the Collateral Agent at any time to determine such Lender’s Pro
Rata Share or to calculate distributions to such Lender from the Collateral
Account. Each Lender shall notify the Collateral Agent in writing promptly
following the repayment in full of all Obligations owing to such Lender.


 


11.           Limitation
on Collateral Agent’s Duties in Respect of Collateral. Other than the
Collateral Agent’s duties set forth in this Agreement and the Collateral
Documents as to the custody of Collateral and the proceeds thereof received by
the Collateral Agent hereunder and thereunder and the accounting to the
Company, the Credit Parties, and the Lenders therefor, the Collateral Agent
shall have no duty to the Company, the Credit Parties, or the Lenders with
respect to any Collateral in its possession or control or in the possession or
control of its agent or nominee, any income thereon, or the preservation of
rights against prior parties or any other rights pertaining thereto.


 


12.           Lender
Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Collateral Agent or any other Lender and based on the
financial information provided by the Company and the Credit Parties and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Collateral Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the
Collateral Documents.


 


13.           Exculpation.
Neither the Collateral Agent nor any of its directors, officers, affiliates,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify (i) any statement, warranty or representation made by
the Company or any Credit Party in connection with any Collateral Document or
Guaranty; (ii) the performance or observance of any of the covenants or agreements
of the Company, or any Credit Party under any Collateral Document or Guaranty;
(iii)  the satisfaction or observance of
any condition or covenant specified in any of the Lender Documents; (iv) the
existence or possible existence of any default under any of the Lender
Documents or any Actionable Default;  (v)
the validity, enforceability, effectiveness or genuineness of any Collateral
Document, Guaranty or any other instrument or writing furnished in connection
herewith; (vi) the validity, perfection or priority of any security interest or
lien created under any Collateral Document; or (vii) the financial condition of
the Company or any of the Credit Parties.


 


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14.           Employment
of Agents and Counsel. The Collateral Agent may execute any of its duties
as the Collateral Agent hereunder and under any Collateral Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Collateral Agent shall be entitled to
advice of counsel concerning the contractual arrangement between the Collateral
Agent and the Lenders and all matters pertaining to the Collateral Agent’s
duties hereunder and under the Collateral Documents.


 


15.           Reliance
on Documents and Counsel. The Collateral Agent shall be entitled to rely
upon any notice, consent, certificate, affidavit, letter, telegram, statement,
paper or document believed by it to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect to legal
matters, upon the opinion of counsel selected by the Collateral Agent, which
may be employees of the Collateral Agent.


 


16.           Collateral
Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse
and indemnify the Collateral Agent ratably in proportion to their respective
Pro Rata Shares as of the date of the occurrence of the event as to which such
reimbursement or indemnification is being made (i) for any amounts not
reimbursed by the Company, or any Credit Party, under its Collateral Documents
or Guaranty, as applicable, (ii) for any other expenses incurred by the
Collateral Agent, on behalf of the Lenders, in connection with the preservation
or protection of the Collateral or the validity, perfection or priority of the
Collateral Agent’s interest therein or the enforcement of the Collateral
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Collateral Agent in any way relating to or arising out of the
Collateral Documents or any other document delivered in connection therewith or
the transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found by
a court of competent jurisdiction to have arisen from the gross negligence or
willful misconduct of the Collateral Agent. The agreements in this Section
16 shall survive the repayment of the Obligations and the termination of
the other provisions of this Agreement.


 


17.           Rights
as a Lender. Notwithstanding that JPMCB is acting as the Collateral Agent
hereunder, JPMCB in its individual capacity shall have the same rights and powers
hereunder as any Lender and may exercise the same as though it were not the
Collateral Agent, and the term “Lender” or “Lenders” shall include JPMCB in its
individual capacity.


 


18.           Successor
Collateral Agent. The Collateral Agent may resign at any time by giving not
less than thirty days’ prior written notice thereof to the Lenders, the
Company, and the Credit Parties, and the Collateral Agent may be removed at any
time with or without cause by written notice received by the Collateral Agent
from the Requisite Lenders. Upon any such resignation or removal, the Requisite
Lenders shall have the right to appoint, on behalf of the Lenders, a successor
Collateral Agent. If no successor Collateral Agent shall have been so appointed
by the Requisite Lenders and shall have accepted such appointment within thirty
days after the retiring Collateral Agent’s giving notice of resignation, then
the retiring Collateral Agent may appoint, on behalf of the Lenders, a
successor Collateral Agent. Upon the acceptance


 


10

















 


of any appointment as the Collateral Agent hereunder by a successor
Collateral Agent, such successor Collateral Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations hereunder and under the Collateral
Documents. No resignation or removal of the Collateral Agent shall become
effective until a replacement Collateral Agent shall have been selected as
provided herein and shall have assumed in writing the obligations of the
Collateral Agent hereunder and under the Collateral Documents. Any replacement
Collateral Agent shall be a bank, trust company, or insurance company having
capital, surplus, and undivided profits of at least $250,000,000. After any
retiring Collateral Agent’s resignation hereunder as Collateral Agent, the
provisions of this Agreement shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Collateral Agent hereunder and under the Collateral Documents.


 


19.           Partial
Release. If the Collateral Agent receives written notice from the Agent and
the Company that the lien on any Collateral granted pursuant to any Collateral
Document is required to be released pursuant to a transaction permitted by the
terms of the Bank Credit Agreement, the Note Agreement and the Eligible
Additional Senior Secured Documents, the Collateral Agent shall promptly
release such Collateral in accordance with the directions of the Agent and the
Company.


 


20.           Release
and Termination. All of the Collateral shall be released and this Agreement
shall be terminated on the earlier of:


 


(a)           the
date on which (i) the Collateral Agent shall have received from each of the
Lenders written notice that all Obligations owing to such Lender have been paid
in full and (ii) all Agent’s Expenses shall have been paid in full; or


 


(b)           the
date on which (i) the Collateral Agent shall have received written notice from
the Agent directing the Collateral Agent to release the Collateral and stating
that the Banks have consented to such release under the terms of the Bank
Credit Agreement, and (ii) all Agent’s Expenses shall have been paid in full.


 


21.           Amendments
and Waivers of Collateral Documents. The Collateral Agent shall not execute
or deliver any amendment or waiver with respect to any Collateral Document
except at the direction or with the consent of the Requisite Lenders.


 


22.           Notices
With Respect to Lender Documents. Each of the Agent and each Noteholder and
each Additional Holder by its acceptance of any Lender Document agrees to use
its best efforts to give to the other (a) copies of any notice of the
occurrence or existence of any default in payment of the Obligations sent to
the Company and/or any Credit Party, simultaneously with the sending of such
notice to the Company and/or such Credit Party, and (b) notice of any
acceleration of the Loans, the Notes or any Eligible Additional Senior Secured
Indebtedness, promptly upon such acceleration, but the failure to give any of
the foregoing notices shall not affect the validity of such notice of default
or such acceleration or create a cause of action against or cause a forfeiture
of any rights of the party failing to give such notice or create any claim or
right on behalf of any third party. Each Lender shall use commercially
reasonable efforts to deliver notice to the Collateral Agent, for prompt
dissemination to all 


 


11

















 


Lenders, of the occurrence of any Default or Event of Default under any
Lender Document to which such Lender is a party within five Business days after
such Lender shall have actual knowledge thereof; provided that no Lender nor
the Collateral Agent shall incur any liability for failure to give such notice.


 


23.           No
Other Security. Neither the Agent nor any Lender shall take or receive a
security interest in or lien upon any of the property or assets of the Company
or any Credit Party as security for the Obligations other than pursuant to this
Agreement and the Collateral Documents or as security for any other obligations
of the Company or any of the Credit Parties other than the Obligations. Neither
the Agent nor any Lender shall take or receive any guaranty for the benefit of
any obligations of the Company or its Subsidiaries other than the Guaranties.


 


24.           Accounting;
Invalidated Payments. (a) The Agent and each Lender agrees to render an
accounting to any of the others of the outstanding amounts of the Obligations,
of receipts of payments from the Company, any Subsidiary of the Company and any
Credit Party and of other items relevant to the provisions of this Agreement
upon the reasonable request from one of the others as soon as reasonably
practicable after such request.


 


(b) To the extent that any payment received by any
Lender pursuant to a distribution under Section 9(a) hereof is
subsequently invalidated, declared fraudulent or preferential, set aside or
required to be paid to a trustee, receiver, or any other party under any
bankruptcy act, state or federal law, common law or equitable cause, then each
other Lender that received a payment pursuant to such distribution shall
purchase from the Lender whose payment was invalidated (the “Affected Lender”), at such time as the Affected Lender is
required to return or repay such payment, an undivided participation interest
in the Affected Lender’s Obligations in an amount such that after such purchase
the amount of such distribution (after deduction of the invalidated payment)
shall have been shared ratably among the Lenders as contemplated by Section
9(a) hereof.


 


25.           Continuing
Agreement. This Agreement shall in all respects be a continuing, absolute,
unconditional and irrevocable agreement, and shall remain in full force and
effect until terminated in accordance with Section 20. Without limiting
the generality of the foregoing, this Agreement shall survive the commencement
of any bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar proceeding
involving the Company, a Subsidiary of the Company or a Credit Party. The Agent
and each Lender agrees that this Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in
part) of any of the Obligations pursuant to any distribution hereunder is
rescinded or must otherwise be restored by the Agent or any Lender, upon the
insolvency, bankruptcy or reorganization of the Company, a Subsidiary of the
Company or a Credit Party or otherwise, as though such payment had not been
made.


 


26.           Representations
and Warranties. Each of the parties hereto severally represents and
warrants to the other parties hereto that it has full corporate power, and has
taken all action necessary, to execute and deliver this Agreement and to
fulfill its obligations hereunder, and that no governmental or other
authorizations are required in connection herewith, and that this Agreement
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency, reorganization,


 


12

















 


moratorium, regulatory and similar laws of general application and by
general principles of equity.


 


27.           Binding
Effect. This Agreement shall be binding upon, and inure to the benefit of
and be enforceable by, the Collateral Agent, the Lenders and each of their
respective successors, transferees and assigns. Without limiting the generality
of the foregoing sentence, if any Lender assigns or otherwise transfers (in
whole or in part) to any other person or entity the Obligations to such Lender
under the Bank Credit Agreement, the Note Agreement or any Eligible Additional
Senior Secured Document such other person or entity shall thereupon become
vested with all rights and benefits, and become subject to all the obligations,
in respect thereof granted to or imposed upon such Lender under this Agreement.


 


28.           No
Reliance by Company. Except for rights under Sections 19 and 20,
none of the Company, any Subsidiary of the Company, or any other Credit Party
shall have any rights under this Agreement or be entitled, in any manner
whatsoever, to rely upon or enforce, or to raise as a defense, the provisions
of this Agreement or the failure of the Collateral Agent, the Agent or any
Lender to comply with such provisions.


 


29.           Other
Proceedings. Nothing contained herein shall limit or restrict the independent
right of the Agent or any Lender to initiate an action or actions in any
bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment
of debt, dissolution or liquidation or similar proceeding in its individual
capacity and to appear or to be heard on any matter before the bankruptcy or
other applicable court in any such proceeding, including, without limitation,
with respect to any questions concerning the post-petition usage of collateral
and post-petition financing arrangement; provided that neither the Agent
nor any Lender shall contest the validity or enforceability of or seek to
avoid, have declared fraudulent or have set aside any of the Obligations.


 


30.           Amendments
and Waivers. No amendment to or waiver of any provision of this Agreement,
nor consent to any departure by any Lender, the Agent or the Collateral Agent
herefrom, shall in any event be effective unless the same shall be in writing
and signed by each Noteholder, each Additional Holder, the Agent, on behalf of
the Banks, and the Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. No consent of the Company or a Credit Party shall be required for any
such amendment, waiver or departure unless it relates to a provision of this
Agreement expressly binding upon the Company or such Credit Party.


 


31.           Notices. All notices and other
communications provided to any party under this Agreement shall be in writing
or by facsimile and addressed, delivered or transmitted to such party at its
address or facsimile number set forth (a) in the case of the Agent, the
Collateral Agent and each of the Banks, on Annex I hereto, (b) in the
case of the Noteholders, on Annex II hereto, (c) in the case of any Additional
Holder, as set forth in the Eligible Additional Senior Secured Documents to
which it is a party, (d) in the case of the Company or any Credit Party, on Annex
III hereto, or (e) in any case, at such other address or facsimile number
as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by prepaid courier service, shall be deemed given when
received; and notice, if transmitted by facsimile, shall be deemed given


 


13

















 


when transmitted if actually received, and the burden of proving
receipt shall be on the transmitting party. So long as no default shall have
occurred and be continuing under the Bank Credit Agreement, the Note Agreement
or any Eligible Additional Senior Secured Document, each of the Agent and each
Noteholder and each Additional Holder by its acceptance of any Lender Document
agrees to use its best efforts to send to the Company a copy of any notice such
party gives to the other under this Agreement, but the failure to send such
copy to the Company shall not affect the validity of such notice or create a
cause of action against or cause a forfeiture of any rights of the party failing
to send such copy or create any claim or right on behalf of the Company or any
of its Subsidiaries or any Credit Party.


 


32.           No
Waiver. No failure or delay on the part of any Lender, the Agent or the
Collateral Agent in exercising any power or right under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


33.           Severability.
Whenever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


 


34.           No
Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.


 


35.           GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 5-1401 OF THE GENERAL
OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. THIS AGREEMENT
CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN OR ORAL,
WITH RESPECT THERETO.


 


36.           Counterparts.
This Agreement may be separately executed and delivered in counterparts and by
the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to constitute one and the same Agreement.
Facsimile transmission of the signature of any party hereto shall be effective
as an original signature.


 


37.           Headings.
Section headings used in this Agreement are for convenience only and shall not
affect the construction of this Agreement.


 


The remainder of
this page is intentionally blank.


 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized officers.


 


	
   

  	
  JPMORGAN CHASE
  BANK, N.A., as Agent for 

  itself and on behalf of the Banks, and as Collateral 

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sabir A.
  Hashmy

  	
   

  
	
   

  	
  Name: 

  	
   Sabir A. Hashmy

  	
   

  
	
   

  	
  Title: 

  	
   Vice President

  	
   

  
								



 


Signature Page to
Intercreditor Agreement


 


S-1

















 


	
   

  	
  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

  



 


Signature Page to
Intercreditor Agreement


 


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

  
					



 


Signature Page to
Intercreditor Agreement


 


S-3

















 


	
   

  	
  PACIFIC
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Violet Osterberg

  	
   

  
	
   

  	
  Name:  Violet Osterberg

  
	
   

  	
  Title:  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cathy Schwartz

  	
   

  
	
   

  	
  Name:  Cathy Schwartz

  
	
   

  	
  Title:  Assistant Secretary

  



 


Signature Page to
Intercreditor Agreement


 


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

  



 


Signature Page to
Intercreditor Agreement


 


S-5

















 


	
  Acknowledged by:

  
	
   

  
	
  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 and Treasurer

  	
   

  
							



 


Signature Page to 

Intercreditor Agreement


 

















 


ANNEX I


 


NOTICE FOR THE BANKS:


 


JPMorgan Chase Bank,
N.A., as Administrative Agent


1 Chase Plaza


Chicago, Illinois 60670


Attention: Nathan Bloch


Facsimile: 312-325-3239


Telephone:  312-325-3094


 
















 


ANNEX II


 


NOTEHOLDERS:  The following are the “Noteholders”:


 


	
   

  	
  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

  
	
   

  	
   

  
	
  (3)

  	
  E-mail address for Electronic
  Delivery:

  
	
   

  
	
   

  	
  jdickson@metlife.com

  
	
   

  	
   

  
	
  (5)

  	
  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.

  
	
   

  
	
  (6)

  	
  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

  
	
   

  	
   

  
	
  (7)

  	
  Tax ID: 13-5581829

  



 

















 


	
   

  	
  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.


 

















 


	
  (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

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  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.

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Tax ID: 06-0566090

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (5)

  	
  Address for delivery of
  Notes:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (6)

  	
  Tax ID: 04-1590850

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  
	
  (4)

  	
  E-mail address for
  Electronic Delivery:

  



 

















 


	
  (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

  



 

















 


	
   

  	
  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

  



 

















 


	
  (4)

  	
  E-mail address for
  Electronic Delivery:

  
	
   

  	
   

  
	
   

  	
   

  
	
  (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

  



 

















 


ANNEX III


 


CREDIT PARTIES: The
following are “Credit Parties”:


 


UNITED STATIONERS SUPPLY
CO.


UNITED STATIONERS INC.


LAGASSE, INC.


UNITED STATIONERS
TECHNOLOGY SERVICES LLC


UNITED STATIONERS
FINANCIAL SERVICES LLC


 


 


NOTICE INFORMATION:  Any notice or other information required to
be delivered hereunder to the Company and/or any Credit Party shall be
delivered to the following:


 


UNITED STATIONERS INC.


One Parkway N. Blvd.,
Suite 100


Deerfield, IL 60015


Attention:  


Facsimile:  


Telephone: