Exhibit
4.5


 


CONFORMED COPY


 


SUBSIDIARY
GUARANTY


 


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


 


W  I
T  N  E  S  S  E  T  H:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


(c)           any failure, omission or delay on the
part of the Company to conform or comply with any term of any of the Note
Documents or any other instrument or agreement referred to in paragraph (a)
above, including, without limitation, failure to give 


 

















 


notice to any Guarantor
of the occurrence of a “Default” or an “Event of Default” under any Note
Document;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


SECTION 7.           Effect of Bankruptcy Proceedings,
etc. This Guaranty shall continue to be effective or be automatically
reinstated, as the case may be, if at any time payment, in whole or in part, of
any of the sums due to any of the Holders pursuant to the terms of the Note
Purchase Agreement or any other Note Document is rescinded or must otherwise be
restored or returned by such Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other Person, or upon or as
a result of the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to the Company or other person or any
substantial part of its property, or otherwise, all as though such payment had
not been made. If 


 

















 


an event permitting the
acceleration of the maturity of the principal amount of the Notes shall at any
time have occurred and be continuing and one or more Holders shall have attempted to accelerate the maturity
of the principal amount of the Notes pursuant to and in compliance with Section
12.1 of the Note Purchase Agreement, or an event shall have occurred that
pursuant to Section 12.1 of the Note Purchase Agreement purportedly results in
the automatic acceleration of the maturity of the principal amount of the
Notes, and in either such case such acceleration shall at such time be
prevented by reason of the pendency against the Company or any other Person of
a case or proceeding under a bankruptcy or insolvency law, each Guarantor
agrees that, for purposes of this Guaranty and its obligations hereunder, the
maturity of the principal amount of the Notes and all other Obligations shall
be deemed to have been accelerated with the same effect as if any Holder had
accelerated the same in accordance with the terms of the Note Purchase
Agreement or other applicable Note Document, and such Guarantor shall forthwith
pay such principal amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if
any, and interest thereon and any other amounts guaranteed hereunder without
further notice or demand.


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


assets of the Guarantor
pursuant to the provisions of any material contractual obligation of such
Guarantor or any requirement of law;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.


 


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


 


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


 


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


 


SECTION 12.         Miscellaneous. Any provision of
this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, each Guarantor hereby waives any provision of law
that renders any provisions hereof prohibited or unenforceable in any respect. The
terms of this Guaranty shall be binding upon, and inure to the benefit of, each
Guarantor and the Holders and their respective successors and assigns. It is
agreed and understood that any Subsidiary of the Company or of any Guarantor
may become a Guarantor hereunder by executing a Joinder substantially in the
form of Exhibit A attached hereto and delivering the same to the Holders.
Any such Person shall thereafter be a “Guarantor” for all purposes under this
Guaranty. No term or provision of this Guaranty may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
each Guarantor and the Holders; provided, however, that a Guarantor may be
fully released and discharged from this Guaranty pursuant to the terms of
Section 9.7(b) of the Note Purchase Agreement. The section and paragraph
headings in this Guaranty are for convenience of reference only and shall not
modify, define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated, are to
sections in this Guaranty. This Guaranty shall in all respects be governed by,
and construed in accordance with, the laws of the State of New York excluding
choice-of-law principles of the 


 

















 


law of such State that
would require the application of the laws of a jurisdiction other than such
State.


 

















 


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


 




	
   

  	
  UNITED STATIONERS
  FINANCIAL

  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian S. Cooper

  	
   

  
	
   

  	
  Name: Brian S. Cooper

  
	
   

  	
  Title: Vice President
  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS
  TECHNOLOGY

  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian S. Cooper

  	
   

  
	
   

  	
  Name: Brian S. Cooper

  
	
   

  	
  Title: Vice President
  and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAGASSE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian S. Cooper

  	
   

  
	
   

  	
  Name: Brian S. Cooper

  
	
   

  	
  Title: Vice President
  and Treasurer

  






 

















 


FORM OF JOINDER TO
SUBSIDIARY GUARANTY


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  [Name of Guarantor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: