Exhibit
4.4


 


CONFORMED COPY


 


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
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 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 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.


 


(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.


 

















 


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: 

  	
  /s/ Brian S.
  Cooper

  	
   

  
	
   

  	
  Name: Brian S.
  Cooper

  
	
   

  	
  Title: Senior
  Vice President and Treasurer