Exhibit 10.1


 


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION.  THE OMITTED PORTIONS ARE INDICATED BY [**].


 


EXECUTION COPY


 


SECOND AMENDED AND RESTATED


FIVE-YEAR REVOLVING CREDIT AGREEMENT


 


DATED AS OF JULY 5, 2007


 


AMONG


 


UNITED STATIONERS SUPPLY CO.,


AS THE BORROWER


 


UNITED STATIONERS INC.,


AS A CREDIT PARTY


 


THE LENDERS FROM TIME TO TIME PARTIES HERETO


 


PNC BANK, NATIONAL ASSOCIATION


AND


U.S. BANK NATIONAL ASSOCIATION,


AS SYNDICATION AGENTS


 


KEYBANK NATIONAL ASSOCIATION


AND


LASALLE BANK, NATIONAL ASSOCIATION


AS DOCUMENTATION AGENTS


 


AND


 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,


AS ADMINISTRATIVE AGENT


 






 


JPMORGAN SECURITIES INC.,


AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER


 






 






 


 












 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  Certain
  Defined Terms

  	
  1

  
	
   

  	
  1.2.

  	
  Plural
  Forms

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  THE
  CREDITS

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Existing
  Revolving Loans; Commitment

  	
  20

  
	
   

  	
  2.2.

  	
  Required
  Payments; Termination

  	
  20

  
	
   

  	
  2.3.

  	
  Ratable
  Loans; Types of Advances

  	
  21

  
	
   

  	
  2.4.

  	
  Swing
  Line Loans

  	
  21

  
	
   

  	
  2.5.

  	
  Commitment
  Fee; Aggregate Commitment

  	
  22

  
	
   

  	
  2.6.

  	
  Minimum
  Amount of Each Advance

  	
  23

  
	
   

  	
  2.7.

  	
  Optional
  Principal Payments

  	
  23

  
	
   

  	
  2.8.

  	
  Method
  of Selecting Types and Interest Periods for New Advances

  	
  23

  
	
   

  	
  2.9.

  	
  Conversion
  and Continuation of Outstanding Advances; No Conversion or Continuation of
  Eurodollar Advances After Default

  	
  

  24

  
	
   

  	
  2.10.

  	
  Changes
  in Interest Rate, etc.

  	
  24

  
	
   

  	
  2.11.

  	
  Rates
  Applicable After Default

  	
  25

  
	
   

  	
  2.12.

  	
  Method
  of Payment

  	
  25

  
	
   

  	
  2.13.

  	
  Noteless
  Agreement; Evidence of Indebtedness

  	
  25

  
	
   

  	
  2.14.

  	
  Telephonic
  Notices

  	
  26

  
	
   

  	
  2.15.

  	
  Interest
  Payment Dates; Interest and Fee Basis

  	
  26

  
	
   

  	
  2.16.

  	
  Notification
  of Advances, Interest Rates, Prepayments and Commitment Reductions;
  Availability of 

  Loans

  	
  

  27

  
	
   

  	
  2.17.

  	
  Lending
  Installations

  	
  27

  
	
   

  	
  2.18.

  	
  Non-Receipt
  of Funds by the Agent

  	
  28

  
	
   

  	
  2.19.

  	
  Replacement
  of Lender

  	
  28

  
	
   

  	
  2.20.

  	
  Facility
  LCs

  	
  29

  
	
   

  	
  2.21.

  	
  Increase
  of Aggregate Commitment

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  YIELD
  PROTECTION; TAXES

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Yield
  Protection

  	
  35

  
	
   

  	
  3.2.

  	
  Changes
  in Capital Adequacy Regulations

  	
  36

  
	
   

  	
  3.3.

  	
  Availability
  of Types of Advances

  	
  37

  
	
   

  	
  3.4.

  	
  Funding
  Indemnification

  	
  37

  
	
   

  	
  3.5.

  	
  Taxes

  	
  37

  
	
   

  	
  3.6.

  	
  Lender
  Statements; Survival of Indemnity

  	
  40

  
	
   

  	
  3.7.

  	
  Alternative
  Lending Installation

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  CONDITIONS
  PRECEDENT

  	
  41

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1.

  	
  Effectiveness
  of Commitments

  	
  41

  
	
   

  	
  4.2.

  	
  Each
  Credit Extension

  	
  42

  



 


i

















 


	
  ARTICLE V

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1.

  	
  Existence
  and Standing

  	
  43

  
	
   

  	
  5.2.

  	
  Authorization
  and Validity

  	
  43

  
	
   

  	
  5.3.

  	
  No
  Conflict; Government Consent

  	
  43

  
	
   

  	
  5.4.

  	
  Financial
  Statements

  	
  44

  
	
   

  	
  5.5.

  	
  Material
  Adverse Change

  	
  44

  
	
   

  	
  5.6.

  	
  Taxes

  	
  44

  
	
   

  	
  5.7.

  	
  Litigation
  and Contingent Obligations

  	
  44

  
	
   

  	
  5.8.

  	
  Subsidiaries

  	
  45

  
	
   

  	
  5.9.

  	
  ERISA

  	
  45

  
	
   

  	
  5.10.

  	
  Accuracy
  of Information

  	
  45

  
	
   

  	
  5.11.

  	
  Regulation
  U

  	
  45

  
	
   

  	
  5.12.

  	
  Compliance
  With Laws

  	
  46

  
	
   

  	
  5.13.

  	
  Ownership
  of Properties

  	
  46

  
	
   

  	
  5.14.

  	
  Plan
  Assets; Prohibited Transactions

  	
  46

  
	
   

  	
  5.15.

  	
  Environmental
  Matters

  	
  46

  
	
   

  	
  5.16.

  	
  Investment
  Company Act

  	
  46

  
	
   

  	
  5.17.

  	
  Insurance

  	
  46

  
	
   

  	
  5.18.

  	
  Solvency

  	
  47

  
	
   

  	
  5.19.

  	
  Collateral
  Documents

  	
  47

  
	
   

  	
  5.20.

  	
  No
  Default or Unmatured Default

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  COVENANTS

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1.

  	
  Financial
  Reporting

  	
  47

  
	
   

  	
  6.2.

  	
  Use
  of Proceeds

  	
  49

  
	
   

  	
  6.3.

  	
  Notice
  of Default

  	
  49

  
	
   

  	
  6.4.

  	
  Conduct
  of Business

  	
  49

  
	
   

  	
  6.5.

  	
  Taxes

  	
  49

  
	
   

  	
  6.6.

  	
  Insurance

  	
  50

  
	
   

  	
  6.7.

  	
  Compliance
  with Laws

  	
  50

  
	
   

  	
  6.8.

  	
  Maintenance
  of Properties

  	
  50

  
	
   

  	
  6.9.

  	
  Inspection;
  Keeping of Books and Records

  	
  50

  
	
   

  	
  6.10.

  	
  Dividends

  	
  51

  
	
   

  	
  6.11.

  	
  Merger

  	
  51

  
	
   

  	
  6.12.

  	
  Sale
  of Assets

  	
  52

  
	
   

  	
  6.13.

  	
  Investments
  and Acquisitions

  	
  53

  
	
   

  	
  6.14.

  	
  Indebtedness

  	
  56

  
	
   

  	
  6.15.

  	
  Liens

  	
  58

  
	
   

  	
  6.16.

  	
  Affiliates

  	
  61

  
	
   

  	
  6.17.

  	
  Financial
  Contracts

  	
  61

  
	
   

  	
  6.18.

  	
  Subsidiary
  Covenants

  	
  61

  
	
   

  	
  6.19.

  	
  Contingent
  Obligations

  	
  61

  
	
   

  	
  6.20.

  	
  Leverage
  Ratio

  	
  62

  
	
   

  	
  6.21.

  	
  Minimum
  Consolidated Net Worth

  	
  62

  
	
   

  	
  6.22.

  	
  Capital
  Expenditures

  	
  62

  
	
   

  	
  6.23.

  	
  Subsidiary
  Collateral Documents; Subsidiary Guarantors

  	
  62

  
	
   

  	
  6.24.

  	
  Foreign
  Subsidiary Investments

  	
  64

  



 


ii

















 


	
  ARTICLE VII

  	
   

  	
  DEFAULTS

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  ACCELERATION,
  WAIVERS, AMENDMENTS AND REMEDIES

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1.

  	
  Acceleration

  	
  67

  
	
   

  	
  8.2.

  	
  Amendments

  	
  68

  
	
   

  	
  8.3.

  	
  Preservation
  of Rights

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  GENERAL
  PROVISIONS

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1.

  	
  Survival
  of Representations

  	
  69

  
	
   

  	
  9.2.

  	
  Governmental
  Regulation

  	
  69

  
	
   

  	
  9.3.

  	
  Headings

  	
  69

  
	
   

  	
  9.4.

  	
  Entire
  Agreement

  	
  69

  
	
   

  	
  9.5.

  	
  Several
  Obligations; Benefits of this Agreement

  	
  70

  
	
   

  	
  9.6.

  	
  Expenses;
  Indemnification

  	
  70

  
	
   

  	
  9.7.

  	
  Numbers
  of Documents

  	
  71

  
	
   

  	
  9.8.

  	
  Accounting

  	
  71

  
	
   

  	
  9.9.

  	
  Severability
  of Provisions

  	
  71

  
	
   

  	
  9.10.

  	
  Nonliability
  of Lenders

  	
  71

  
	
   

  	
  9.11.

  	
  Confidentiality

  	
  72

  
	
   

  	
  9.12.

  	
  Lenders
  Not Utilizing Plan Assets

  	
  72

  
	
   

  	
  9.13.

  	
  Nonreliance

  	
  72

  
	
   

  	
  9.14.

  	
  Disclosure

  	
  73

  
	
   

  	
  9.15.

  	
  Performance
  of Obligations

  	
  73

  
	
   

  	
  9.16.

  	
  USA
  PATRIOT Act

  	
  73

  
	
   

  	
  9.17.

  	
  No
  Duties Imposed on Syndication Agents or Documentation Agents

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  THE
  AGENT

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1.

  	
  Appointment;
  Nature of Relationship

  	
  74

  
	
   

  	
  10.2.

  	
  Powers

  	
  74

  
	
   

  	
  10.3.

  	
  General
  Immunity

  	
  74

  
	
   

  	
  10.4.

  	
  No
  Responsibility for Loans, Recitals, etc.

  	
  75

  
	
   

  	
  10.5.

  	
  Action
  on Instructions of Lenders

  	
  75

  
	
   

  	
  10.6.

  	
  Employment
  of Agents and Counsel

  	
  75

  
	
   

  	
  10.7.

  	
  Reliance
  on Documents; Counsel

  	
  75

  
	
   

  	
  10.8.

  	
  Agent’s
  Reimbursement and Indemnification

  	
  76

  
	
   

  	
  10.9.

  	
  Notice
  of Default

  	
  76

  
	
   

  	
  10.10.

  	
  Rights
  as a Lender

  	
  76

  
	
   

  	
  10.11.

  	
  Lender
  Credit Decision

  	
  76

  
	
   

  	
  10.12.

  	
  Successor
  Agent

  	
  78

  
	
   

  	
  10.13.

  	
  Agent
  and Arranger Fees

  	
  77

  
	
   

  	
  10.14.

  	
  Delegation
  to Affiliates

  	
  77

  
	
   

  	
  10.15.

  	
  Collateral
  Documents

  	
  78

  
	
   

  	
  10.16.

  	
  Quebec
  Security

  	
  78

  



 


iii

















 


	
  ARTICLE XI

  	
   

  	
  SETOFF;
  RATABLE PAYMENTS

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1.

  	
  Setoff

  	
  79

  
	
   

  	
  11.2.

  	
  Ratable
  Payments

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  	
  BENEFIT
  OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1.

  	
  Successors
  and Assigns; Designated Lenders

  	
  79

  
	
   

  	
  12.2.

  	
  Participations

  	
  82

  
	
   

  	
  12.3.

  	
  Assignments

  	
  83

  
	
   

  	
  12.4.

  	
  Dissemination
  of Information

  	
  85

  
	
   

  	
  12.5.

  	
  Tax
  Certifications

  	
  85

  
	
   

  	
  12.6.

  	
  Reimbursement
  Obligations

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  	
  NOTICES

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1.

  	
  Notices

  	
  85

  
	
   

  	
  13.2.

  	
  Change
  of Address

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
   

  	
  COUNTERPARTS

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
   

  	
  CHOICE
  OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1.

  	
  CHOICE
  OF LAW

  	
  86

  
	
   

  	
  15.2.

  	
  CONSENT
  TO JURISDICTION

  	
  86

  
	
   

  	
  15.3.

  	
  WAIVER
  OF JURY TRIAL

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI

  	
   

  	
  NO
  NOVATION; CONTINUATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS

  	
  

  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1.

  	
  No
  Novation; Continuation

  	
  87

  
	
   

  	
  16.2.

  	
  References
  to This Agreement In Other Loan Documents

  	
  87

  
						



 


iv






 












 


SCHEDULES


 


Commitment
Schedule


 


Pricing
Schedule


 


	
  Schedule
  5.8

  	
  -

  	
   

  	
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  6.12

  	
  -

  	
   

  	
  Identified
  Property Dispositions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  6.13

  	
  -

  	
   

  	
  Investments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  6.14

  	
  -

  	
   

  	
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule
  6.15

  	
  -

  	
   

  	
  Liens

  	
   

  



 


EXHIBITS


 


	
  Exhibit A

  	
  -

  	
   

  	
  Form of
  the Credit Parties’ Counsel’s Opinion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  -

  	
   

  	
  Form of
  Compliance Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  -

  	
   

  	
  Form of
  Assignment and Assumption Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit D

  	
  -

  	
   

  	
  Form of
  Promissory Note (if requested)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  -

  	
   

  	
  Form of
  Designation Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit F

  	
  -

  	
   

  	
  List
  of Closing Documents

  	
   

  



 


i
















 


SECOND AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT


 


This
Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5,
2007, is entered into by and among United Stationers Supply Co., an Illinois
corporation, as the Borrower, United Stationers Inc., a Delaware corporation,
as a Credit Party, the Lenders, PNC Bank, National Association and U.S. Bank
National Association, as Syndication Agents, KeyBank National Association and
LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase
Bank, National Association, as Agent.


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Parent, the Borrower, certain Lenders, the
Departing Lenders and the Agent are parties to that certain Amended and
Restated Credit Agreement, dated as of October 12, 2005 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Existing
Credit Agreement”);


 


WHEREAS, the Parent, the Borrower, the Lenders and the
Agent have agreed to enter into this Agreement in order to (i) amend and
restate the Existing Credit Agreement in its entirety; (ii) re-evidence
the Obligations, which shall be repayable in accordance with the terms of this
Agreement; and (iii) set forth the terms and conditions under which the
Lenders will, from time to time, make loans and extend other financial
accommodations to or for the benefit of the Borrower; and


 


NOW, THEREFORE, in consideration of the mutual covenants
herein, as well as other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Existing Credit Agreement is hereby amended and restated in its entirety as of
the date hereof as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1.          Certain Defined
Terms.  As used in this Agreement:


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or
after the Restatement Effective Date, by which the Parent or any of its
Subsidiaries (i) acquires any going concern business or all or
substantially all of the assets of any Person, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires from one or more Persons (in one transaction or as the most
recent transaction in a series of transactions) at least a majority (in number
of votes) of the securities of a corporation which have ordinary voting power
for the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the outstanding ownership interests of any Person.


 


“Administrative
Questionnaire” means, with respect to any Lender, the administrative
questionnaire delivered by such Lender to the Agent upon becoming a Lender
hereunder, as such questionnaire may be updated from time to time by notice
from such Lender to the Agent.


 

















 


“Advance”
means a borrowing hereunder consisting of the aggregate amount of several
Revolving Loans (i) made by some or all of the Lenders on the same date,
or (ii) converted or continued by the Lenders on the same date of
conversion or continuation, consisting, in either case, of the aggregate amount
of the several Revolving Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.  The
term “Advance” shall include Swing Line Loans unless otherwise expressly
provided.


 


“Affiliate”
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person.


 


“Agent”
means JPMorgan Chase in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as a
Lender, and any successor Agent appointed pursuant to Article X.


 


“Aggregate
Commitment” means the aggregate of the Commitments of all the Lenders, as
increased or reduced from time to time pursuant to the terms hereof.  The initial Aggregate Commitment is Four
Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000).


 


“Aggregate
Outstanding Credit Exposure” means, at any time, the aggregate of the
Outstanding Credit Exposure of all the Lenders.


 


“Agreement”
means this Second Amended and Restated Five-Year Revolving Credit Agreement, as
it may be amended, restated, supplemented or otherwise modified and as in
effect from time to time.


 


“Agreement
Accounting Principles” means generally accepted accounting principles as in
effect in the United States from time to time.


 


“Alternate
Base Rate” means, for any day, a rate of interest per annum equal to the
greater of (i) the Prime Rate in effect on such day and (ii) the sum
of the Federal Funds Effective Rate in effect on such day plus one-half of one
percent (0.5%) per annum.   Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.


 


“Applicable
Fee Rate” means, with respect to the Commitment Fee at any time, the percentage
rate per annum which is applicable at such time with respect to such fee as set
forth in the Pricing Schedule.


 


“Applicable
Margin” means, with respect to Advances of any Type at any time, the percentage
rate per annum which is applicable at such time with respect to Advances of
such Type as set forth in the Pricing Schedule.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


2

















 


“Arranger”
means J.P. Morgan Securities Inc., and its successors, in its capacity as sole
lead arranger and sole book runner for the loan transaction evidenced by this
Agreement.


 


“Article”
means an article of this Agreement unless another document is specifically
referenced.


 


“Assignment
Agreement” is defined in Section 12.3.1.


 


“Authorized
Officer” means any of the chief executive officer, president, chief operating
officer, chief financial officer, controller, treasurer or assistant treasurer
of the Parent or the Borrower, acting singly.


 


“Available
Aggregate Commitment” means, at any time, the Aggregate Commitment then in
effect minus the Aggregate Outstanding Credit Exposure at such time.


 


“Borrower”
means United Stationers Supply Co., an Illinois corporation, and its permitted
successors and assigns (including, without limitation, a debtor in possession
on its behalf).


 


“Borrowing
Date” means a date on which an Advance is made hereunder.


 


“Borrowing
Notice” is defined in Section 2.8.


 


“Business
Day” means (i) with respect to any borrowing, payment or rate selection of
Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago, Illinois for the conduct of substantially
all of their commercial lending activities, interbank wire transfers can be
made on the Fedwire system and dealings in Dollars are carried on in the London
interbank market and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago, Illinois
for the conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.


 


“Capital
Expenditures” means, without duplication, any expenditures for any purchase or
other acquisition of any asset which would be classified as a fixed or capital
asset on a consolidated balance sheet of the Parent and its Subsidiaries
prepared in accordance with Agreement Accounting Principles, excluding (i) expenditures
of insurance proceeds to rebuild or replace any asset after a casualty loss, (ii) leasehold
improvement expenditures for which the Parent or a Subsidiary is reimbursed by
the lessor, sublessor or sublessee, (iii) expenditures of net cash
proceeds of any asset sale permitted under Section 6.12, and (iv) with
respect to any Permitted Acquisition, (a) the Purchase Price thereof and (b) any
Capital Expenditures expended by the seller or entity to be acquired in any
Permitted Acquisition prior to the date of such Permitted Acquisition.


 


“Capitalized
Lease” of a Person means any lease of Property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance
with Agreement Accounting Principles.


 


3

















 


“Capitalized
Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a
balance sheet of such Person prepared in accordance with Agreement Accounting
Principles.


 


“Cash
Equivalent Investments” means (i) obligations of, or fully guaranteed by,
the United States of America having maturities of not more than one year from
the date of acquisition thereof, (ii) commercial paper rated A-1 or better
by S&P or P-1 or better by Moody’s, (iii) demand deposit accounts
maintained in the ordinary course of business, and (iv) certificates of
deposit issued by and time deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000, (v) money
market funds that (a) comply with the criteria set forth in SEC Rule 2a-7
under the Investment Company Act of 1940, (b) are rated AAA by S&P or
Aaa by Moody’s and (c) have portfolio assets of at least $5,000,000,000, (vi) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof having
maturities of not more than 90 days from the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable
from either S&P or Moody’s and (vii) repurchase obligations with a
term of not more than 30 days underlying securities of the types described in
clause (i) above entered into with any commercial bank meeting the
qualifications specified in clause (iv) above.


 


“Change
in Control” means (i) the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
of the SEC under the Securities Exchange Act of 1934) of 30% or more of the
outstanding shares of voting stock of the Parent having ordinary voting power
for the election of directors; (ii) the Parent shall cease to own,
directly or indirectly and free and clear of all Liens or other encumbrances
(other than Liens in favor of the Agent), all of the outstanding shares of
voting stock of the Borrower and, other than pursuant to a transaction
otherwise permitted under this Agreement, the Guarantors, on a fully diluted
basis; or (iii) the majority of the Board of Directors of the Parent fails
to consist of Continuing Directors.


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time, and any rule or regulation issued thereunder.


 


“Collateral”
means all property and interests in property now owned or hereafter acquired by
the Parent or any of its Domestic Subsidiaries in or upon which a security
interest, lien or mortgage is granted to the Agent, for the benefit of the
Holders of Secured Obligations, or to the Agent, for the benefit of the
Lenders, whether under the Security Agreement, under any of the other
Collateral Documents or under any of the other Loan Documents; provided, however, that
Collateral shall not include (i) property constituting “Securitization
Collateral” as defined in the Security Agreement or (ii) any shares of the
Parent’s capital stock that have been repurchased by the Parent and held in
treasury.


 


“Collateral
Documents” means all agreements, instruments and documents executed in
connection with this Agreement or the Existing Credit Agreement that are
intended to create or evidence Liens to secure the Secured Obligations,
including, without limitation, the Security Agreement, the Intellectual
Property Security Agreements, and all other security agreements, mortgages,
deeds of trust, loan agreements, notes, guarantees, subordination agreements,


 


4

















 


pledges,
powers of attorney, consents, assignments, contracts, fee letters, notices,
leases, financing statements and all other written matter whether heretofore,
now, or hereafter executed by or on behalf of the Parent or any of its Domestic
Subsidiaries and delivered to the Agent or any of the Lenders, together with
all agreements and documents referred to therein or contemplated thereby.


 


“Collateral
Shortfall Amount” is defined in Section 8.1.


 


“Commitment”
means, for each Lender, including, without limitation, each LC Issuer, such
Lender’s obligation to make Loans to, and participate in Facility LCs issued
upon the application of, and each LC Issuer’s obligation to issue Facility LCs
for the account of, the Borrower in an aggregate amount not exceeding the
amount set forth for such Lender on the Commitment Schedule or in an Assignment
Agreement delivered pursuant to Section 12.3, as such amount may be
modified from time to time pursuant to the terms hereof.


 


“Commitment
Fee” is defined in Section 2.5.1.


 


“Commitment
Schedule” means the Schedule identifying each Lender’s Commitment as of the
Restatement Effective Date attached hereto and identified as such.


 


“Consolidated
Capital Expenditures” means, with reference to any period, the Capital
Expenditures of the Parent and its Subsidiaries calculated on a consolidated
basis for such period.


 


“Consolidated
EBITDA” means, with respect to any period, Consolidated Net Income for such
period plus, to the extent deducted from revenues in determining
Consolidated Net Income for such period, (i) Consolidated Interest
Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization,
(v) losses attributable to equity in Affiliates, (vi) non-cash
charges related to employee compensation and (vii) any extraordinary
non-cash or nonrecurring non-cash charges or losses, minus, to the
extent included in Consolidated Net Income for such period, any extraordinary
non-cash or nonrecurring non-cash gains, all calculated for the Parent and its
Subsidiaries on a consolidated basis.


 


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


 


5

















 


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


 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense of
the Parent and its Subsidiaries calculated on a consolidated basis for such
period (net of interest income), including, without limitation, yield or any
other financing costs resembling interest which are payable under any
Receivables Purchase Facility.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of
the Parent and its Subsidiaries calculated on a consolidated basis for such
period and on a FIFO basis of inventory valuation.


 


“Consolidated
Net Worth” means at any time, with respect to any Person, the consolidated
stockholders’ equity of such Person and its Subsidiaries calculated on a
consolidated basis and on a FIFO basis of inventory valuation as of such time.


 


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


 


“Continuing
Director” means, with respect to any Person as of any date of determination,
any member of the board of directors of such Person who (i) was a member
of such board of directors on the Restatement Effective Date, or (ii) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided
that if any individual who is so elected or nominated in connection with a
merger, consolidation, acquisition or similar transaction and who was not a
Continuing Director prior thereto, together with all other individuals so
elected or nominated in connection with such merger, consolidation, acquisition
or similar transaction who were not Continuing Directors prior thereto,
constitute a majority of the members of the board of directors of such Person,
such individual shall not be a Continuing Director.


 


6

















 


“Controlled
Group” means all members of a controlled group of corporations or other
business entities and all trades or businesses (whether or not incorporated)
under common control which, together with the Parent or any of its
Subsidiaries, are treated as a single employer under Section 414(b) or
(c) of the Code.


 


“Conversion/Continuation
Notice” is defined in Section 2.9.


 


“Credit
Extension” means the making of an Advance or the issuance of a Facility LC
hereunder.


 


“Credit
Extension Date” means the Borrowing Date for an Advance or the issuance date
for a Facility LC.


 


“Credit
Party” means, collectively, the Parent, the Borrower and each of the
Guarantors.


 


“Debt
Incurrence Pro Forma” is defined in Section 6.14.11


 


“Default”
means an event described in Article VII.


 


“Departing
Lender” means each lender under the Existing Credit Agreement that executes and
delivers to the Agent a Departing Lender Signature Page.


 


“Departing
Lender Signature Page” means each signature page to this Agreement on
which it is indicated that the Departing Lender executing the same shall cease
to be a party to the Existing Credit Agreement on the Restatement Effective
Date.


 


“Designated
Lender” means, with respect to each Designating Lender, each Eligible Designee
designated by such Designating Lender pursuant to Section 12.1.2.


 


“Designating
Lender” means, with respect to each Designated Lender, the Lender that
designated such Designated Lender pursuant to Section 12.1.2.


 


“Designation
Agreement” is defined in Section 12.1.2.


 


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


 


“Dollar”,
“dollar” and “$” means the lawful currency of the United States of America.


 


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


 


“Eligible
Designee”  means a special purpose corporation,
partnership, trust, limited partnership or limited liability company that is
administered by the respective Designating Lender or an Affiliate of such
Designating Lender and (i) is organized under the laws of the


 


7

















 


United
States of America or any state thereof, (ii) is engaged primarily in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1
or the equivalent thereof by Moody’s.


 


“Environmental
Laws” means any and all applicable federal, state, local and foreign statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water
or land, or (iv) the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, hazardous substances or wastes or the clean-up or other
remediation thereof.


 


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


 


“Eurodollar
Advance” means an Advance which, except as otherwise provided in Section 2.11,
bears interest at the applicable Eurodollar Rate.


 


“Eurodollar
Base Rate” means, with respect to a Eurodollar Advance for the relevant
Interest Period, the applicable British Bankers’ Association LIBOR rate for
deposits in Dollars as quoted on the applicable Reuters screen as of 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers’ Association LIBOR
rate is available to the Agent, the applicable Eurodollar Base Rate for the
relevant Interest Period shall instead be the rate determined by the Agent to
be the rate at which JPMorgan Chase or one of its affiliate banks offers to
place deposits in Dollars with first-class banks in the London interbank market
at approximately 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period, in the approximate amount of JPMorgan
Chase’s relevant Eurodollar Loan and having a maturity equal to such Interest
Period.


 


“Eurodollar
Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11,
bears interest at the applicable Eurodollar Rate.


 


“Eurodollar
Rate” means, with respect to a Eurodollar Advance for the relevant Interest
Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate
applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the
then Applicable Margin, changing as and when the Applicable Margin changes.


 


“Excluded
Taxes” means, in the case of each Lender or applicable Lending Installation and
the Agent, taxes imposed on its overall net income, and franchise taxes or
similar taxes imposed on it, by (i) the jurisdiction under the laws of
which such Lender, such Lending Installation or the Agent is incorporated or
organized or any political combination or subdivision or taxing authority
thereof, (ii) the jurisdiction in which the Agent’s, such Lending
Installation’s or such Lender’s principal executive office or such Lender’s
applicable Lending Installation is


 


8

















 


located
or (iii) any other jurisdiction except to the extent the imposition of
such taxes results solely from the Borrower’s operations or presence in such
jurisdiction as reasonably determined by the Lender or the Agent, as
applicable.


 


“Exhibit”
refers to an exhibit to this Agreement, unless another document is specifically
referenced.


 


“Existing
Credit Agreement” is defined in the Preliminary Statements.


 


“Existing
Revolving Loan” is defined in Section 2.1.1.


 


“Facility
LC” is defined in Section 2.20.1.


 


“Facility
LC Application” is defined in Section 2.20.3.


 


“Facility
LC Collateral Account” is defined in Section 2.20.11.


 


“Facility
Termination Date” means the earlier of (a) July 5, 2012 and (b) the
date of termination in whole of the Aggregate Commitment pursuant to Section 2.5
hereof or the Commitments pursuant to Section 8.1 hereof.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any date that is a Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Agent from three Federal funds brokers of recognized standing
selected by it.


 


“Floating
Rate” means, for any day, a rate per annum equal to the sum of (i) the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes plus (ii) the then Applicable
Margin, changing as and when the Applicable Margin changes.


 


“Floating
Rate Advance” means an Advance which, except as otherwise provided in Section 2.11,
bears interest at the Floating Rate.


 


“Floating
Rate Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11,
bears interest at the Floating Rate.


 


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


 


“Foreign
Subsidiary Investment” means the sum, without duplication, of (i) the
aggregate outstanding principal amount of all intercompany loans made on or
after the Restatement Effective Date from any Credit Party to any Foreign
Subsidiary; (ii) all outstanding Investments made on or after the
Restatement Effective Date by any Credit Party in any Foreign Subsidiary;


 


9

















 


and
(iii) an amount equal to the net benefit derived by the Foreign
Subsidiaries resulting from any non-arm’s-length transactions, or any other
transfer of assets conducted, in each case entered into on or after the
Restatement Effective Date, between any Credit Party, on the one hand, and such
Foreign Subsidiaries, on the other hand, other than (a) transactions in the
ordinary course of business, (b) in respect of legal, accounting,
reporting, listing and similar administrative services provided by any Credit
Party to any such Foreign Subsidiary in the ordinary course of business
consistent with past practice and (c) any transfer of shares of the Parent’s
capital stock that have been repurchased by the Parent and held in treasury.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“Guarantor”
means each of the Parent’s Domestic Subsidiaries (other than the Borrower and
any SPV) and all other Subsidiaries of the Parent which become Guarantors in
satisfaction of the provisions of Section 6.23, in each case, together
with their respective permitted successors and assigns.


 


“Guaranty”
means the Guaranty, dated as of March 21, 2003, made by the Parent and
certain Subsidiaries of the Parent in favor of the Agent for the benefit of the
Holders of Secured Obligations, as the same may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Holders
of Secured Obligations” means the holders of the Secured Obligations from time
to time and shall refer to (i) each Lender in respect of its Loans, (ii) the
LC Issuers in respect of Reimbursement Obligations, (iii) the Agent, the
Lenders and the LC Issuers in respect of all other present and future
obligations and liabilities of the Parent, the Borrower or any of their
respective Domestic Subsidiaries of every type and description arising under or
in connection with this Agreement or any other Loan Document, (iii) each
Person benefiting from indemnities made by the Parent, the Borrower or any
Subsidiary hereunder or under other Loan Documents, (iv) each Lender (or
Affiliate thereof), in respect of all Rate Management Obligations of the
Borrower to such Lender (or such Affiliate) as exchange party or counterparty
under any Rate Management Transaction, and (v) their respective
successors, transferees and assigns (to the extent not prohibited by this
Agreement).


 


“Identified
Disclosure Documents” means, collectively, the Parent’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, the Parent’s Quarterly Report
on Form 10-Q for the period ending on March 31, 2007, and the Current
Reports on Form 8-K filed by the Parent on February 16, 2007, February 27,
2007, March 28, 2007, May 4, 2007, May 17, 2007 and June 13,
2007, in each case as filed with the SEC, and any written disclosure memorandum
delivered to the Lenders on or prior to July 3 2007.


 


“Indebtedness”
of a Person means, at any time, without duplication, such Person’s (i) obligations
for borrowed money which in accordance with Agreement Accounting Principles
would be shown as a liability on the consolidated balance sheet of such Person,
(ii) obligations representing the deferred purchase price of Property or
services (other than current accounts payable arising in the ordinary course of
such Person’s business payable on terms customary in


 


10

















 


the
trade and accrued expenses in connection with the provision of services
incurred in the ordinary course of such Person’s business), (iii) Indebtedness
of others, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person (provided that the amount of any such
Indebtedness at any time shall be deemed to be the lesser of (a) such
Indebtedness at such time and (b) the fair market value of such Property,
as determined by such Person in good faith at such time), (iv) financial
obligations which are evidenced by notes, bonds, debentures, acceptances, or other
instruments, (v) obligations to purchase securities or other Property
arising out of or in connection with the sale of the same or substantially
similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent
Obligations of such Person in respect of any Indebtedness, (viii) reimbursement
obligations under Letters of Credit, bankers’ acceptances, surety bonds and
similar instruments, (ix) Off-Balance Sheet Liabilities, (x) Net
Mark-to-Market Exposure under Rate Management Transactions and (xi) Disqualified
Stock.


 


“Intellectual
Property Security Agreements” means each of (i) the Trademark Security
Agreement, dated as of March 21, 2003, by and among the Agent and the
Borrower, Azerty Incorporated and Lagasse, Inc., (ii) the Copyright
Security Agreement, dated as of March 21, 2003, by and between the Agent
and the Borrower, and (iii) such other intellectual property security
documents as the Borrower or any Affiliate may from time to time make in favor
of the Agent, in each case as the same may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Interest
Period” means, with respect to a Eurodollar Advance, a period of one, two,
three or six months, or, to the extent available to all of the Lenders, nine or
twelve months, commencing on a Business Day selected by the Borrower pursuant
to this Agreement.  Such Interest Period
shall end on but exclude the day which corresponds numerically to such date
one, two, three or six months, or if applicable nine or twelve months,
thereafter, provided,  however,
that if there is no such numerically corresponding day in such next, second,
third, sixth, ninth or twelfth succeeding month, such Interest Period shall end
on the last Business Day of such next, second, third, sixth, ninth or twelfth
succeeding month.  If an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day, provided,
however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.


 


“Investment”
of a Person means any loan, advance (other than commission, travel, relocation
and similar advances to directors, officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable
arising in the ordinary course of business on terms customary in the trade) or
contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; any deposit accounts and certificates of deposit owned by such Person;
and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.


 


“JPMorgan
Chase” means JPMorgan Chase Bank, National Association, in its individual
capacity, and its successors.


 


“LC
Fee” is defined in Section 2.20.4.


 


11






 












 


“LC
Issuer” means JPMorgan Chase (or any Subsidiary or Affiliate of JPMorgan Chase
designated by JPMorgan Chase) or any of the other Lenders, as applicable, in
its respective capacity as issuer of Facility LCs hereunder.


 


“LC
Obligations” means, at any time, the sum, without duplication, of (i) the
aggregate undrawn amount under all Facility LCs outstanding at such time plus
(ii) the aggregate unpaid amount at such time of all Reimbursement
Obligations.


 


“LC
Payment Date” is defined in Section 2.20.5.


 


“LC
Reimbursement Date” is defined in Section 2.20.6.


 


“Lenders”
means the lending institutions listed on the signature pages of this
Agreement and their respective successors and assigns.  Unless otherwise specified, the term “Lenders”
includes the Swing Line Lender and the LC Issuers.


 


“Lending
Installation” means, with respect to a Lender or the Agent, the office, branch,
Subsidiary or Affiliate of such Lender or the Agent listed on the signature
pages hereof or on the administrative information sheets provided to the
Agent in connection herewith or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.


 


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


 


“Leverage
Ratio” is defined in Section 6.20.


 


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


 


“Loan”
means, with respect to a Lender, such Lender’s loan made pursuant to
Article II (or any conversion or continuation thereof), whether
constituting a Revolving Loan or a Swing Line Loan.


 


“Loan
Documents” means this Agreement, the Facility LC Applications, the Collateral
Documents, the Guaranty, and all other documents, instruments, notes (including
any Notes issued pursuant to Section 2.13 (if requested)) and agreements
executed in connection herewith or therewith or contemplated hereby or thereby,
as the same may be amended, restated or otherwise modified and in effect from
time to time.


 


“Material
Adverse Effect” means a material adverse effect on (i) the business,
condition (financial or otherwise), operations, Properties or prospects of the
Parent and its Subsidiaries taken as a whole, or the Borrower and its
Subsidiaries taken as a whole, (ii) the ability of the Parent, the
Borrower or any Subsidiary to perform its obligations under the Loan Documents,
(iii) the validity or enforceability of any of the Loan Documents or
(iv) the rights or remedies of


 


12

















 


the
Agent, the LC Issuers or the Lenders thereunder or their rights with respect to
the Collateral taken as a whole.


 


“Material
Foreign Subsidiary” means any direct or indirect first-tier Foreign Subsidiary
of the Parent that at any time has (i) (a) sales as of the last day
of any fiscal quarter (calculated on a consolidated basis for such Subsidiary
and its consolidated Subsidiaries for the twelve-month period then ended)
greater than or equal to five percent (5%) of consolidated sales of the Parent
and its Subsidiaries for such period and (b) Consolidated EBITDA as of the
last day of such fiscal quarter (calculated on a consolidated basis for such
Subsidiary and its consolidated Subsidiaries for the twelve-month period then
ended) greater than or equal to five percent (5%) of Consolidated EBITDA of the
Parent and its Subsidiaries for such period, or (ii) on a consolidated
basis for such Subsidiary and its consolidated Subsidiaries at any time five
percent (5%) or more of the consolidated total assets of the Parent and its
Subsidiaries as reported in the most recent annual or quarterly financial statements
of the Parent delivered pursuant to Section 6.1.1 or 6.1.2.


 


“Material
Indebtedness” means any Indebtedness in an outstanding principal amount of
$25,000,000 or more in the aggregate (or the equivalent thereof in any currency
other than Dollars), other than the Obligations.


 


“Maximum Payment Amount”
means an amount equal to (1) the greater of (a) $50,000,000 and
(b) an amount equal to (x) $50,000,000 plus (y) 50% of
Consolidated Net Income in each fiscal quarter beginning with the fiscal
quarter ending June 30, 2007 plus (2) the net cash proceeds received
by the Parent or the Borrower since the Restatement Effective Date from the
exercise of stock options issued to directors, officers and employees of the
Parent, the Borrower or the Borrower’s Subsidiaries, minus (3) the
Distributions, or any portion of a Distribution, made since June 30, 2007
pursuant to Section 6.10(iv)(b) which Distributions (or portion
thereof) results in the Leverage Ratio exceeding, or are otherwise made at a
time when the Leverage Ratio exceeds, in each case calculated on a pro forma
basis based on the Parent’s most recent financial statements delivered pursuant
to Section 6.1 and giving effect to any Permitted Acquisition since the
date of such financial statements, such Distributions (or portion thereof) and
any Indebtedness incurred in connection therewith, all in accordance with the
terms of this Agreement, 2.75 to 1.00.


 


“Modify”
and “Modification” are defined in Section 2.20.1.


 


“Moody’s”
means Moody’s Investors Services, Inc. and any successor thereto.


 


“Multiemployer
Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, which is covered by Title IV of ERISA and to which the Parent or any
member of the Controlled Group is obligated to make contributions.


 


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


 


13

















 


“unrealized
profits” means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).


 


“Non-U.S.
Lender” is defined in Section 3.5(iv).


 


“Note”
is defined in Section 2.13.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all
Reimbursement Obligations, accrued and unpaid fees, all expense and other
reimbursement obligations, and all indemnities and other obligations of any
Credit Party to the Agent, any Lender, the Arranger (or any Affiliate of any of
the foregoing) or any Person benefiting from indemnities made by any Credit
Party hereunder or under any other Loan Document, in each case of any kind or
nature, present or future, arising under this Agreement, the Existing Credit
Agreement or any other Loan Document, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due,
now existing or hereafter arising and however acquired.  The term includes, without limitation, all
interest, charges, expenses, fees, outside attorneys’ fees and disbursements,
paralegals’ fees (in each case whether or not allowed under the Federal
bankruptcy laws), and any other sum chargeable to any Credit Party under this
Agreement, the Existing Credit Agreement or any other Loan Document.


 


“Off-Balance
Sheet Liability” of a Person means, without duplication, the principal
component of (i) any Receivables Purchase Facility or any other repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person (other than the sale or disposition in the
ordinary course of business of accounts or notes receivable in connection with
the compromise or collection thereof consistent with customary industry
practice (and not as part of any bulk sale or financing of receivables)) or
(ii) any liability under any so-called “synthetic lease” or “tax ownership
operating lease” transaction entered into by such Person; provided
that “Off-Balance Sheet Liabilities” shall not include the principal component
of the foregoing if such principal component (a) is otherwise reflected as
a liability on such Person’s consolidated balance sheet or (b) is deducted
from revenues in determining such Person’s consolidated net income but is not
thereafter added back in calculating such Person’s Consolidated EBITDA.


 


“Off-Balance
Sheet Trigger Event” is defined in Section 7.15.


 


“Operating
Lease” of a Person means any lease of Property (other than a Capitalized Lease)
by such Person as lessee which has an original term (including any required
renewals and any renewals effective at the option of the lessor) of one year or
more.


 


“Other
Taxes” is defined in Section 3.5(ii).


 


“Outstanding
Credit Exposure” means, as to any Lender at any time, the sum of (i) the
aggregate principal amount of its Revolving Loans outstanding at such time, plus
(ii) an amount equal to its ratable obligation to purchase participations
in the aggregate principal amount of Swing Line Loans outstanding at such time,
plus (iii) an amount equal to its ratable obligation to purchase
participations in the LC Obligations at such time.


 


14

















 


“Parent”
means United Stationers Inc., a Delaware corporation, and its permitted
successors and assigns (including, without limitation, a debtor in possession
on its behalf).


 


“Participants”
is defined in Section 12.2.1.


 


“Payment
Date” means the last day of each March, June, September and
December and the Facility Termination Date.


 


“Permitted
Acquisition” is defined in Section 6.13.5.


 


“Permitted
Customer Financing Guarantee” means any guaranty or repurchase or recourse
obligations of the Borrower, incurred in the ordinary course of business, in
respect of Indebtedness incurred by a customer of the Borrower; provided that
the Borrower’s obligations in respect of all such guarantees and other recourse
obligations shall not exceed $30,000,000 in the aggregate.


 


“Permitted
Priority Liens” means any Liens permitted by Section 6.15 and
(i) arising by operation of applicable law (and not solely by contract)
and are perfected (other than by the filing of a financing statement or other
filing or control agreement) and accorded priority over the Agent’s Liens on
the Collateral by operation of applicable law, (ii) arising under any of
Sections 6.15.6, 6.15.7 or 6.15.23 or reflected on any title commitment issued
with any Collateral Document, or (iii) securing purchase money
Indebtedness, Capitalized Lease Obligations or Indebtedness described in the
parenthetical of Section 6.14.13, in each case to the extent the same are
permitted to exist or otherwise be incurred hereunder.


 


“Permitted
Purchase Money Indebtedness” is defined in Section 6.14.5.


 


“Person”
means any natural person, corporation, firm, joint venture, partnership,
limited liability company, association, enterprise, trust or other entity or
organization, or any government or political subdivision or any agency,
department or instrumentality thereof.


 


“Plan”
means an employee pension benefit plan, excluding any Multiemployer Plan, which
is covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code as to which the Parent or any member of the
Controlled Group may have any liability.


 


“Pricing
Schedule” means the Schedule identifying the Applicable Margin and Applicable
Fee Rate attached hereto and identified as such.


 


“Prime
Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.


 


“Property”
of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated
by such Person.


 


15

















 


“Pro
Rata Share” means, with respect to a Lender, a portion equal to a fraction the
numerator of which is such Lender’s Commitment at such time (in each case, as
adjusted from time to time in accordance with the provisions of this Agreement)
and the denominator of which is the Aggregate Commitment at such time, or, if
the Aggregate Commitment has been terminated, a fraction the numerator of which
is such Lender’s Outstanding Credit Exposure at such time and the denominator
of which is the sum of the Aggregate Outstanding Credit Exposure at such time.


 


“Purchase
Price” means the total consideration and other amounts payable in connection
with any Acquisition, including, without limitation, any portion of the
consideration payable in cash, all Indebtedness incurred or assumed in
connection with such Acquisition, but exclusive of the value of any capital
stock or other equity interests of the Parent, the Borrower or any Subsidiary
issued as consideration for such Acquisition.


 


“Purchasers”
is defined in Section 12.3.1.


 


“Rate
Management Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
Rate Management Transactions, and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any Rate Management
Transactions.


 


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


 


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


 


“Receivables
Purchase Facility” means any securitization facility made available to the
Parent, the Borrower or any of its Subsidiaries, pursuant to which receivables
of the Parent, the Borrower or any of its Subsidiaries are transferred,
directly or indirectly, to one or more SPVs,


 


16

















 


and
thereafter to certain investors, pursuant to the terms and conditions of the
Receivables Purchase Documents.


 


“Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor thereto or other regulation or
official interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve System.


 


“Regulation
U” means Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by banks, non-banks and non-broker lenders for the purpose of purchasing
or carrying margin stocks applicable to member banks of the Federal Reserve
System.


 


“Regulation
X” means Regulation X of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by foreign lenders for the purpose of purchasing or carrying margin
stock (as defined therein).


 


“Reimbursement
Obligations” means, at any time, with respect to any LC Issuer, the aggregate
of all obligations of the Borrower then outstanding under Section 2.20 to
reimburse such LC Issuer for amounts paid by such LC Issuer in respect of any
one or more drawings under Facility LCs issued by such LC Issuer; or, as the
context may require, all such Reimbursement Obligations then outstanding to
reimburse all of the LC Issuers.


 


“Required
Lenders” means Lenders in the aggregate holding more than 50% of the sum of the
Aggregate Commitment plus the aggregate principal amount of all Term Loans, if
any, or, if the Aggregate Commitment has been terminated, Lenders in the
aggregate holding more than 50% of the sum of the Aggregate Outstanding Credit
Exposure plus the aggregate principal amount of all Term Loans, if any.


 


“Reserve
Requirement” means, with respect to an Interest Period, the maximum aggregate
reserve requirement (including all basic, supplemental, marginal and other
reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as
defined in Regulation D).


 


“Restatement
Effective Date” means July 5 , 2007.


 


“Revolving
Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its
commitment to lend set forth in Section 2.1 (and any conversion or
continuation thereof) and includes any Existing Revolving Loan.


 


“S&P”
means Standard and Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.


 


“Schedule”
refers to a specific schedule to this Agreement, unless another document is
specifically referenced.


 


17

















 


“SEC”
means the United States Securities and Exchange Commission, and any successor
thereto.


 


“Section”
means a numbered section of this Agreement, unless another document is
specifically referenced.


 


“Secured
Obligations” means, collectively, (i) the Obligations and (ii) so
long as any Lender shall remain a Lender hereunder, all Rate Management Obligations
owing in connection with Rate Management Transactions to such Lender or any
Affiliate of such Lender.


 


“Security
Agreement” means the Pledge and Security Agreement, dated as of March 21,
2003, by and between the Borrower, the Parent and certain Subsidiaries of the
Parent, as grantors thereunder, and the Agent for the benefit of the Holders of
Secured Obligations, as the same may be amended, restated, supplemented or
otherwise modified from time to time.


 


“Single
Employer Plan” means a Plan maintained by the Parent or any member of the
Controlled Group for employees of the Parent or any member of the Controlled
Group.


 


“Solvent”
means, when used with respect to the Parent and its Subsidiaries (on a
consolidated basis), that at the time of determination:


 


(i)            the fair value of their
consolidated assets (both at fair valuation and at present fair saleable value)
is equal to or in excess of the total amount of their consolidated liabilities,
including without limitation contingent liabilities; and


 


(ii)           they are then able and
presently expect to be able to pay their consolidated debts as they mature; and


 


(iii)          they have capital sufficient
to carry on their business as conducted.


 


With
respect to contingent liabilities (such as litigation, guarantees and pension
plan liabilities), such liabilities shall be computed at the amount which, in
light of all the facts and circumstances existing at the time, represent the
amount which can be reasonably be expected to become an actual or matured
liability.


 


“SPV”
means any special purpose entity established for the purpose of purchasing
receivables in connection with a receivables securitization transaction
permitted under the terms of this Agreement.


 


“Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all
references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.


 


18

















 


“Substantial
Portion” means, with respect to the Property of the Parent and its
Subsidiaries, Property which represents more than 10% of the consolidated
assets of the Parent and its Subsidiaries or property which is responsible for
more than 10% of the consolidated net sales or of the Consolidated Net Income
of the Parent and its Subsidiaries, in each case, as would be shown in the
consolidated financial statements of the Parent and its Subsidiaries as at the
end of the four fiscal quarter period ending with the fiscal quarter
immediately prior to the fiscal quarter in which such determination is made (or
if financial statements have not been delivered hereunder for that fiscal
quarter which ends the four fiscal quarter period, then the financial
statements delivered hereunder for the quarter ending immediately prior to that
quarter).


 


“Swing
Line Borrowing Notice” is defined in Section 2.4.2.


 


“Swing
Line Commitment” means the obligation of the Swing Line Lender to make Swing
Line Loans up to a maximum principal amount of $30,000,000 at any one time
outstanding.


 


“Swing
Line Lender” means JPMorgan Chase or such other Lender which may succeed to its
rights and obligations as Swing Line Lender pursuant to the terms of this
Agreement.


 


“Swing
Line Loan” means a Loan made available to the Borrower by the Swing Line Lender
pursuant to Section 2.4 and includes any “Swing Line Loan” made pursuant
to the Existing Credit Agreement and outstanding on the Restatement Effective
Date.


 


“Taxes”
means any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and any and all liabilities with respect to the
foregoing, but excluding Excluded Taxes and
Other Taxes.


 


“Term
Loan” is defined in Section 2.21.


 


“Transferee”
is defined in Section 12.4.


 


“Type”
means, with respect to any Advance, its nature as a Floating Rate Advance or a
Eurodollar Advance and with respect to any Revolving Loan, its nature as a
Floating Rate Loan or a Eurodollar Loan.


 


“Unmatured
Default” means an event which but for the lapse of time or the giving of
notice, or both, would constitute a Default.


 


“Weighted
Average Life to Maturity” means when applied to any Indebtedness at any date,
the number of years obtained by dividing (i) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required scheduled payments of
principal, including payment at final maturity, in respect thereof, by
(b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.


 


“Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding
voting securities (other than directors’ qualifying shares) of which shall at
the time be owned or


 


19

















 


controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company, association,
joint venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.


 


1.2.          Plural Forms.  The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.


 


ARTICLE II


 


THE
CREDITS


 


2.1.          Existing Revolving Loans; Commitment.


 


2.1.1  Existing Revolving Loans.  Prior to the Restatement Effective Date,
revolving loans were previously made to the Borrower under the Existing Credit
Agreement which remain outstanding as of the date of this Agreement (such
outstanding revolving loans being hereinafter referred to as the “Existing
Revolving Loans”).  Subject to the terms
and conditions set forth in this Agreement, the Borrower and each of the
Lenders agree that on the Restatement Effective Date but subject to the
satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as
applicable), the Existing Revolving Loans shall be reevidenced as Revolving
Loans under this Agreement and the terms of the Existing Revolving Loans shall
be restated in their entirety and shall be evidenced by this Agreement.


 


2.1.2  Commitment.  From and including the Restatement Effective
Date and prior to the Facility Termination Date, upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, as applicable, each
Lender severally and not jointly agrees, on the terms and conditions set forth
in this Agreement, to (i) make Revolving Loans to the Borrower in Dollars
from time to time and (ii) participate in Facility LCs issued upon the
request of the Borrower, in each case in an amount not to exceed in the
aggregate at any one time outstanding its Pro Rata Share of the Available
Aggregate Commitment; provided that
at no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the
Aggregate Commitment.  Subject to the
terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving
Loans at any time prior to the Facility Termination Date.  The commitment of each Lender to lend
hereunder shall automatically expire on the Facility Termination Date.  The LC Issuers will issue Facility LCs
hereunder on the terms and conditions set forth in Section 2.20.


 


2.2.          Required Payments; Termination.  Any
outstanding Advances and all other unpaid Secured Obligations shall be paid in
full by the Borrower on the Facility Termination Date.  Notwithstanding the termination of the
Commitments under this Agreement on the Facility Termination Date, until all of
the Secured Obligations (other than contingent indemnity obligations) shall
have been fully paid and satisfied and all financing arrangements among the
Borrower and the Lenders hereunder and under the other Loan Documents shall
have been


 


20

















 


terminated,
all of the rights and remedies under this Agreement and the other Loan
Documents shall survive.


 


2.3.          Ratable Loans; Types of Advances. 
(a) Each Advance hereunder (other than a Swing Line Loan) shall
consist of Revolving Loans made from the several Lenders ratably in proportion
to the ratio that their respective Commitments bear to the Aggregate
Commitment.


 


(b)           The Advances may be Floating
Rate Advances or Eurodollar Advances, or a combination thereof, selected by the
Borrower in accordance with Sections 2.8 and 2.9, or Swing Line Loans selected
by the Borrower in accordance with Section 2.4.


 


2.4.          Swing Line Loans.


 


2.4.1  Amount of Swing Line Loans.  Upon the satisfaction of the conditions
precedent set forth in Section 4.2 and, if such Swing Line Loan is to be
made on the date of the initial Credit Extension hereunder, the satisfaction of
the conditions precedent set forth in Section 4.1 as well, from and
including the Restatement Effective Date and prior to the Facility Termination
Date, the Swing Line Lender agrees, on the terms and conditions set forth in
this Agreement, to make Swing Line Loans in Dollars to the Borrower from time
to time in an aggregate principal amount not to exceed the Swing Line Commitment,
provided that (i) the Aggregate
Outstanding Credit Exposure shall not at any time exceed the Aggregate
Commitment and (ii) at no time shall the sum of (a) the Swing Line
Loans then outstanding, plus  (b) the
outstanding Revolving Loans made by the Swing Line Lender pursuant to
Section 2.1 (including its participation in any Facility LCs), exceed the
Swing Line Lender’s Commitment at such time. 
Subject to the terms of this Agreement, the Borrower may borrow, repay
and reborrow Swing Line Loans at any time prior to the Facility Termination
Date.


 


2.4.2  Borrowing Notice.  The Borrower shall deliver to the Agent and
the Swing Line Lender irrevocable notice (a “Swing Line Borrowing Notice”) not
later than 2:00 p.m. (Chicago time) on the Borrowing Date of each Swing
Line Loan, specifying (i) the applicable Borrowing Date (which date shall
be a Business Day), and (ii) the aggregate amount of the requested Swing
Line Loan which shall be an amount not less than $100,000.  The Swing Line Loans shall bear interest at
the Floating Rate or such other rate per annum as shall be agreed to by the
Swing Line Lender and the Borrower.


 


2.4.3  Making of Swing Line Loans.  Promptly after receipt of a Swing Line
Borrowing Notice, the Agent shall notify each Lender by fax or other similar
form of transmission, of the requested Swing Line Loan.  Not later than 4:00 p.m. (Chicago time)
on the applicable Borrowing Date, the Swing Line Lender shall make available
the Swing Line Loan, in funds immediately available in Chicago, to the Agent at
its address specified pursuant to Article XIII.  The Agent will promptly make the funds so
received from the Swing Line Lender available to the Borrower on the Borrowing
Date at the Agent’s aforesaid address in an account maintained and designated
by the Borrower.


 


2.4.4  Repayment of Swing Line Loans.  Each Swing Line Loan shall be paid in full by
the Borrower on or before the fifth (5th)
Business Day after the Borrowing Date


 


21

















 


for
such Swing Line Loan.  In addition, the
Swing Line Lender (i) may at any time in its sole discretion with respect
to any outstanding Swing Line Loan, or (ii) shall, on the fifth (5th) Business Day after the Borrowing Date of any Swing Line Loan, require
each Lender (including the Swing Line Lender) to make a Revolving Loan in the
amount of such Lender’s Pro Rata Share of such Swing Line Loan (including,
without limitation, any interest accrued and unpaid thereon), for the purpose
of repaying such Swing Line Loan.  Not
later than 2:00 p.m. (Chicago time) on the date of any notice received
pursuant to this Section 2.4.4, each Lender shall make available its
required Revolving Loan, in funds immediately available in Chicago to the Agent
at its address specified pursuant to Article XIII.  Revolving Loans made pursuant to this
Section 2.4.4 shall initially be Floating Rate Loans and thereafter may be
continued as Floating Rate Loans or converted into Eurodollar Loans in the manner
provided in Section 2.9 and subject to the other conditions and
limitations set forth in this Article II. 
Unless a Lender shall have notified the Swing Line Lender, prior to its
making any Swing Line Loan, that any applicable condition precedent set forth
in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s obligation to
make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line
Loans shall be unconditional, continuing, irrevocable and absolute and shall
not be affected by any circumstances, including, without limitation, (a) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Agent, the Swing Line Lender or any other Person, (b) the
occurrence or continuance of a Default or Unmatured Default, (c) any
adverse change in the condition (financial or otherwise) of the Borrower, or
(d) any other circumstances, happening or event whatsoever.  In the event that any Lender fails to make
payment to the Agent of any amount due under this Section 2.4.4, the Agent
shall be entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied.  In addition to the
foregoing, if for any reason any Lender fails to make payment to the Agent of
any amount due under this Section 2.4.4, such Lender shall be deemed, at
the option of the Agent, to have unconditionally and irrevocably purchased from
the Swing Line Lender, without recourse or warranty, an undivided interest and
participation in the applicable Swing Line Loan in the amount of such Revolving
Loan, and such interest and participation may be recovered from such Lender
together with interest thereon at the Federal Funds Effective Rate for each day
during the period commencing on the date of demand and ending on the date such
amount is received.  On the Facility
Termination Date, the Borrower shall repay in full the outstanding principal
balance of the Swing Line Loans.


 


2.5.          Commitment Fee; Aggregate Commitment.


 


2.5.1  Commitment Fee.  The Borrower shall pay to the Agent, for the
account of the Lenders in accordance with their Pro Rata Shares of the
Aggregate Commitment, from and after the Restatement Effective Date until the
date on which the Aggregate Commitment shall be terminated in whole, a
commitment fee (the “Commitment Fee”) accruing at the rate of the then
Applicable Fee Rate on the daily average Available Aggregate Commitment
(excluding from the calculation thereof, the Swing Line Loans).  All such Commitment Fees payable hereunder
shall be payable quarterly in arrears on each Payment Date.  In addition, on the Restatement Effective
Date, the Borrower shall


 


22

















 


pay
to the Agent for the ratable account of the lenders then party to the Existing
Credit Agreement, the accrued and unpaid commitment fees under the Existing
Credit Agreement through the Restatement Effective Date.


 


2.5.2  Reductions in Aggregate Commitment.  The Borrower may permanently reduce the
Aggregate Commitment in whole, or in part, ratably among the Lenders in a
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), upon at least three (3) Business Days’ prior written notice to
the Agent, which notice shall specify the amount of any such reduction, provided,  however, that
the amount of the Aggregate Commitment may not be reduced below the Aggregate
Outstanding Credit Exposure.  All accrued
Commitment Fees shall be payable on the effective date of any termination of
the Commitments.


 


2.6.          Minimum Amount of Each Advance.  Each
Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in
multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance
(other than an Advance to repay Swing Line Loans or to refund Reimbursement
Obligations) shall be in the minimum amount of $5,000,000 (and in multiples of
$1,000,000 if in excess thereof), provided,
however, that any Floating Rate
Advance may be in the amount of the Available Aggregate Commitment.


 


2.7.          Optional Principal Payments.  The
Borrower may from time to time pay, without penalty or premium, all outstanding
Floating Rate Advances (other than Swing Line Loans), or any portion of the
outstanding Floating Rate Advances (other than Swing Line Loans), in a minimum
aggregate amount of $1,000,000 or any integral multiple of $100,000 in excess
thereof, with notice to the Agent by 11:00 a.m. (Chicago time) on the date
of any anticipated repayment.  The
Borrower may at any time pay, without penalty or premium, all outstanding Swing
Line Loans, or, in a minimum amount of $100,000 and increments of $100,000 in
excess thereof, any portion of the outstanding Swing Line Loans, with notice to
the Agent and the Swing Line Lender by 12:00 noon (Chicago time) on the date of
repayment.  The Borrower may from time to
time pay, subject to the payment of any funding indemnification amounts
required by Section 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three (3) Business Days’ prior notice
to the Agent.


 


2.8.          Method of Selecting Types and Interest Periods for
New Advances.  The Borrower shall select the Type of Advance
and, in the case of each Eurodollar Advance, the Interest Period applicable
thereto from time to time; provided
that there shall be no more than twelve (12) Interest Periods in effect with
respect to all of the Revolving Loans at any time, unless such limit has been
waived by the Agent in its sole discretion. 
The Borrower shall give the Agent irrevocable notice (a “Borrowing
Notice”) not later than 12:00 noon (Chicago time) on the Borrowing Date of each
Floating Rate Advance (other than a Swing Line Loan) and three
(3) Business Days before the Borrowing Date for each Eurodollar Advance,
specifying:


 


(i)            the Borrowing Date, which shall be a Business Day, of such Advance,


 


(ii)           the aggregate amount of such Advance,


 


23






 












 


(iii)          the Type of Advance selected, and


 


(iv)          in the case of each Eurodollar Advance, the Interest Period applicable
thereto.


 


Not
later than 2:00 p.m. (Chicago time) on each Borrowing Date, each Lender
shall make available its Revolving Loan or Revolving Loans in Federal or other
funds immediately available in Chicago to the Agent at its address specified
pursuant to Article XIII.  The Agent
will promptly make the funds so received from the Lenders available to the
Borrower at the Agent’s aforesaid address in an account maintained and
designated by the Borrower.


 


2.9.          Conversion and Continuation of Outstanding
Advances; No Conversion or Continuation of Eurodollar Advances After Default. 
Floating Rate Advances (other than Swing Line Advances) shall continue
as Floating Rate Advances unless and until such Floating Rate Advances are
converted into Eurodollar Advances pursuant to this Section 2.9 or are
repaid in accordance with Section 2.7. 
Each Eurodollar Advance shall continue as a Eurodollar Advance until the
end of the then applicable Interest Period therefor, at which time such
Eurodollar Advance shall be automatically converted into a Floating Rate
Advance unless (x) such Eurodollar Advance is or was repaid in accordance
with Section 2.7 or (y) the Borrower shall have given the Agent a
Conversion/Continuation Notice requesting that, at the end of such Interest
Period, such Eurodollar Advance continue as a Eurodollar Advance for the same
or another Interest Period.  Subject to
the terms of Section 2.6 and the payment of any funding indemnification
amounts required by Section 3.4, the Borrower may elect from time to time
to convert all or any part of an Advance of any Type (other than a Swing Line
Advance) into any other Type or Types of Advances.  Notwithstanding anything to the contrary
contained in this Section 2.9, during the continuance of a Default, the
Agent may (or shall at the direction of the Required Lenders), by notice to the
Borrower, declare that no Advance may be made as, converted to or, following
the expiration of any Interest Periods then in effect, continued as a
Eurodollar Advance.  The Borrower shall
give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each
conversion of an Advance or continuation of a Eurodollar Advance not later than
12:00 noon (Chicago time) on the same Business Day, in the case of a conversion
into a Floating Rate Advance, or three (3) Business Days, in the case of a
conversion into or continuation of a Eurodollar Advance, prior to the date of
the requested conversion or continuation, specifying:


 


(i)            the requested date, which shall be a Business Day, of such conversion or
continuation,


 


(ii)           the aggregate amount and Type of the Advance which is to be converted or
continued, and


 


(iii)          the amount of such Advance which is to be converted into or continued as
a Eurodollar Advance and the duration of the Interest Period applicable
thereto.


 


2.10.        Changes in Interest Rate, etc.  Each Floating Rate Advance (other than a Swing Line
Advance) shall bear interest on the outstanding principal amount thereof, for
each day from and including the date such Advance is made or is automatically
converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9,
to but excluding the date it is


 


24

















 


paid
or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof,
at a rate per annum equal to the Floating Rate for such day.  Each Swing Line Loan shall bear interest on
the outstanding principal amount thereof, for each day from and including the
day such Swing Line Loan is made to but excluding the date it is fully paid at
a rate per annum equal to the Floating Rate for such day or at such other rate
per annum as shall be agreed to by the Swing Line Lender and the Borrower.  Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Advance will take effect
simultaneously with each change in the Alternate Base Rate.  Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to (but not including) the last day of
such Interest Period at the Eurodollar Rate applicable to such Eurodollar
Advance and otherwise in accordance with the terms hereof.  No Interest Period may end after the Facility
Termination Date.


 


2.11.        Rates Applicable After Default. 
During the continuance of a Default the Required Lenders may, at their
option, by notice to the Borrower (which notice may be revoked at the option of
the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that (i) each Eurodollar Advance shall bear interest for the remainder
of the applicable Interest Period at a rate per annum equal to the Floating
Rate in effect from time to time plus 2% per annum, (ii) each
Floating Rate Advance and each Swing Line Loan shall bear interest at a rate
per annum equal to the Floating Rate in effect from time to time plus 2%
per annum, and (iii) the LC Fee described in the first sentence of Section 2.20.4
shall be increased to a rate per annum equal to the Applicable Margin for
Eurodollar Loans in effect from time to time plus 2% per annum; provided that, during the continuance of a
Default under Section 7.2, 7.6 or 7.7, the interest rates set forth in
clauses (i) and (ii) above and the increase in the LC Fee set forth
in clause (iii) above shall be applicable without any election or action on
the part of the Agent, any LC Issuer or any Lender.


 


2.12.        Method of Payment.  All
payments of the Obligations hereunder shall be made, without setoff, deduction,
or counterclaim, in immediately available funds to the Agent at the Agent’s
address specified pursuant to Article XIII, or at any other Lending
Installation of the Agent specified in writing by the Agent to the Borrower, by
12:00 noon (Chicago time) on the date when due and shall (except with respect
to repayments of Swing Line Loans, and except in the case of Reimbursement
Obligations for which any LC Issuer has not been fully indemnified by the
Lenders, or as otherwise specifically required hereunder) be applied ratably by
the Agent among the Lenders.  Each
payment delivered to the Agent for the account of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds that the Agent
received at its address specified pursuant to Article XIII or at any
Lending Installation specified in a notice received by the Agent from such
Lender.  Each reference to the Agent in
this Section 2.12 shall also be deemed to refer, and shall apply equally,
to the LC Issuers in the case of payments required to be made by the Borrower
to the LC Issuers pursuant to Section 2.20.6.


 


2.13.        Noteless Agreement; Evidence of Indebtedness.  (i) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Revolving Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.


 


25

















 


(ii)           The Agent shall also maintain accounts in which it will record (a) the
date and the amount of each Revolving Loan made hereunder, the Type thereof and
the Interest Period (in the case of a Eurodollar Advance) with respect thereto,
(b) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder, (c) the
original stated amount of each Facility LC and the amount of LC Obligations
(including specifying Reimbursement Obligations) outstanding at any time, (d) the
effective date and amount of each Assignment Agreement delivered to and
accepted by it and the parties thereto pursuant to Section 12.3, (e) the
amount of any sum received by the Agent hereunder from the Borrower and each
Lender’s share thereof, and (f) all other appropriate debits and credits
as provided in this Agreement, including, without limitation, all fees,
charges, expenses and interest.


 


(iii)          The entries maintained in the accounts maintained pursuant to paragraphs (i) and
(ii) above shall be prima facie evidence
(absent manifest error) of the existence and amounts of the Obligations therein
recorded; provided,  however,
that the failure of the Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to
repay the Obligations in accordance with their terms.


 


(iv)          Any Lender may request that its Revolving Loans or, in the case of the
Swing Line Lender, the Swing Line Loans, be evidenced by a promissory note in
substantially the form of Exhibit D with appropriate changes for notes
evidencing Swing Line Loans (a “Note”). 
In such event, the Borrower shall prepare, execute and deliver to such
Lender such Note payable to the order of such Lender or its registered
assigns.  Thereafter, the Revolving Loans
evidenced by such Note and interest thereon shall at all times (prior to any
assignment pursuant to Section 12.3) be represented by one or more Notes
payable to the order of the payee named therein, except to the extent that any
such Lender subsequently returns any such Note for cancellation and requests
that such Revolving Loans once again be evidenced as described in paragraphs (i) and
(ii) above.


 


2.14.        Telephonic Notices.  The
Borrower hereby authorizes the Lenders and the Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Agent or any
Lender in good faith believes to be acting on behalf of the Borrower, it being
understood that the foregoing authorization is specifically intended to allow
Borrowing Notices and Conversion/Continuation Notices to be given
telephonically.  The Borrower agrees to
deliver promptly to the Agent a written confirmation, signed by an Authorized
Officer, if such confirmation is requested by the Agent or any Lender, of each
telephonic notice.  If the written
confirmation differs in any material respect from the action taken by the Agent
and the Lenders, the records of the Agent and the Lenders shall govern absent manifest
error.


 


2.15.        Interest Payment Dates; Interest and Fee Basis. 
Interest accrued on each Floating Rate Advance shall be payable in
arrears on each Payment Date, commencing with the first such date to occur
after the Restatement Effective Date, on any date on which the Floating Rate
Advance is prepaid, whether due to acceleration or otherwise, and at
maturity.  Interest accrued


 


26

















 


on
each Eurodollar Advance shall be payable on the last day of its applicable
Interest Period, on any date on which the Eurodollar Advance is prepaid,
whether by acceleration or otherwise, and at maturity.  Interest accrued on each Eurodollar Advance
having an Interest Period longer than three (3) months shall also be
payable on the last day of each three-month interval during such Interest
Period.  LC Fees and all other fees
hereunder and interest on Eurodollar Advances shall be calculated for actual
days elapsed on the basis of a 360-day year. 
Interest on Floating Rate Advances shall be calculated for actual days
elapsed on the basis of a 365/366-day year. 
Interest on Swing Line Loans shall be calculated on a basis agreed to by
the Swing Line Lender and the Borrower. 
Interest shall be payable for the day an Advance is made but not for the
day of any payment on the amount paid if payment is received prior to 12:00
noon (Chicago time) at the place of payment. 
If any payment of principal of or interest on an Advance, any fees or
any other amounts payable to the Agent or any Lender hereunder shall become due
on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest, fees and commissions in
connection with such payment.  In
addition, on the Restatement Effective Date, the Borrower shall pay to the
Agent for the ratable account of the lenders then party to the Existing Credit
Agreement the accrued and unpaid interest under the Existing Credit Agreement
through the Restatement Effective Date.


 


2.16.        Notification of Advances, Interest Rates,
Prepayments and Commitment Reductions; Availability of Loans. 
Promptly after receipt thereof, the Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Borrowing Notice, Swing
Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice
received by it hereunder.  Promptly after
notice from the applicable LC Issuer, the Agent will notify each Lender of the
contents of each request for issuance of a Facility LC hereunder.  The Agent will notify the Borrower and each
Lender of the interest rate applicable to each Eurodollar Advance promptly upon
determination of such interest rate and will give the Borrower and each Lender
prompt notice of each change in the Alternate Base Rate.  Not later than 2:00 p.m. (Chicago time)
on each Borrowing Date, each Lender shall make available its Revolving Loan or
Revolving Loans in funds immediately available in Chicago to the Agent at its
address specified pursuant to Article XIII.  The Agent will promptly make the funds so
received from the Lenders available to the Borrower at the Agent’s aforesaid
address in an account maintained and designated by the Borrower.


 


2.17.        Lending Installations.  Each
Lender may book its Revolving Loans and its participation in any LC Obligations
and the LC Issuers may book the Facility LCs issued by it at any Lending
Installation selected by such Lender or LC Issuer, as applicable, and may
change its Lending Installation from time to time.  All terms of this Agreement shall apply to
any such Lending Installation and the Revolving Loans, Facility LCs,
participations in LC Obligations and any Notes issued hereunder shall be deemed
held by each Lender or LC Issuer, as applicable, for the benefit of any such
Lending Installation.  Each Lender and LC
Issuer may, by written notice to the Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which
Revolving Loans will be made by it or Facility LCs will be issued by it and for
whose account Revolving Loan payments or payments with respect to Facility LCs
are to be made.  In addition, each such
Lender that books its Revolving Loans and its participation in any LC
Obligations at any Lending Installation and each LC Issuer that books the
Facility LCs issued by it at any Lending Installation as provided in this
Section


 


27

















 


2.17,
(i) shall keep a register for the registration relating to each such
Revolving Loan, LC Obligation and Facility LC, as applicable, specifying such
Lending Installation’s name, address and entitlement to payments of principal
and interest or any other payments with respect to such Revolving Loan, LC
Obligation and Facility LC, as applicable, and each transfer thereof and the
name and address of each transferee and (ii) shall collect, prior to the
time such Lending Installation receives payment with respect to such Revolving
Loans, LC Obligations and Facility LCs, as applicable as the case may be, from
each such Lending Installation, the appropriate forms, certificates, and
statements described in Section 3.5 (and updated as required by Section 3.5)
as if Lending Installation were a Lender under Section 3.5.


 


2.18.        Non-Receipt of Funds by the Agent. 
Unless the Borrower or a Lender, as the case may be, notifies the Agent
prior to the date on which it is scheduled to make payment to the Agent of (i) in
the case of a Lender, the proceeds of a Revolving Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Agent for the
account of the Lenders, that it does not intend to make such payment, the Agent
may assume that such payment has been made. 
The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such
assumption.  If such Lender or the
Borrower, as the case may be, has not in fact made such payment to the Agent,
the recipient of such payment shall, on demand by the Agent, repay to the Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Agent until the date the Agent recovers such amount at a rate per annum
equal to (x) in the case of payment by a Lender, the Federal Funds
Effective Rate for such day for the first three days and, thereafter, the
interest rate applicable to the relevant Revolving Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant
Revolving Loan.


 


2.19.        Replacement of Lender.  If (i) the
Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any
additional payment to any Lender or if any Lender’s obligation to make or
continue, or to convert Floating Rate Advances into, Eurodollar Advances shall
be suspended pursuant to Section 3.3, (ii) any Lender becomes
insolvent and its assets become subject to a receiver, liquidator, trustee,
custodian or other Person having similar powers, (iii) any Lender refuses
to consent to certain proposed changes, waivers, discharges or terminations
with respect to this Agreement requiring the consent of all Lenders (or all
affected Lenders) pursuant to Section 8.2 and the same have been approved
by the Required Lenders, or (iv) any Lender defaults on its obligation to
make available its Pro Rata Share of any Advance or to fund its Pro Rata Share
of any unreimbursed payment as required by this Agreement (or such Lender has
notified the Borrower and the Agent in writing that it does not intend to
comply with is obligations under this Agreement) (any Lender in clauses (i) through
(iv) above being an “Affected Lender”), the Borrower may elect to
terminate or replace the Commitment of such Affected Lender, provided that no Default or Unmatured
Default shall have occurred and be continuing at the time of such termination
or replacement unless the same shall be waived in connection with such
termination or replacement, and provided
further that, concurrently with
such termination or replacement, (a) if the Affected Lender is being
replaced, another bank or other entity which is reasonably satisfactory to the
Borrower and the Agent shall agree, as of such date, to purchase for cash the
Outstanding Credit Exposure of such Affected Lender pursuant to an Assignment
Agreement substantially in the form of Exhibit C and to become a Lender
for all purposes under this Agreement and to assume all obligations of such
Affected


 


28

















 


Lender
to be terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, (b) in the case of replacement, the replacement
Lender shall pay to the Affected Lender an amount equal to the sum of (1) an
amount equal to the principal of, and all accrued interest on, all Outstanding
Credit Exposure of such Affected Lender and (2) an amount equal to all
accrued but unpaid fees owing to such Affected Lender under this Agreement,
and, to the extent not paid by the purchasing Lender, the Borrower shall pay to
such Affected Lender in immediately available funds on the day of such
replacement (x) all interest, fees and other amounts then accrued but
unpaid to such Affected Lender by the Borrower hereunder to and including the
date of termination, including without limitation payments due to such Affected
Lender under Sections 3.1, 3.2 and 3.5, and (y) an amount, if any, equal
to the payment which would have been due to such Affected Lender on the day of
such replacement under Section 3.4 had the Revolving Loans of such
Affected Lender been prepaid on such date rather than sold to the replacement
Lender, in each case to the extent not paid by the purchasing Lender, and (c) if
the Affected Lender is being terminated, the Borrower shall pay to such
Affected Lender an amount equal to the sum of (1) an amount equal to the
principal of, and all accrued interest to an including the date of termination
on, all Outstanding Credit Exposure of such Affected Lender plus (2) an
amount equal to all accrued but unpaid fees to an including the date of
termination owing to such Affected Lender under this Agreement plus (3) all
amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any
amount due to such Affected Lender under Section 3.4.


 


2.20.        Facility LCs.


 


2.20.1  Issuance.  The LC Issuers hereby agree, on the terms and
conditions set forth in this Agreement, to issue standby letters of credit in
Dollars (each, together with each letter of credit issued or deemed to be
issued pursuant to the Existing Credit Agreement and outstanding on the
Restatement Effective Date, a “Facility LC”) and to renew, extend, increase,
decrease or otherwise modify each Facility LC (“Modify,” and each such action,
a “Modification”), from time to time from and including the Restatement
Effective Date and prior to the Facility Termination Date upon the request of
the Borrower; provided that immediately after
each such Facility LC is issued or Modified, (i) the aggregate amount of
the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the
Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
Commitment.  No Facility LC shall have an
expiry date later than the earlier of (x) the fifth Business Day prior to
the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may
provide for the renewal thereof for additional one year periods (which, subject
to the next succeeding proviso, may extend beyond the date referred to in clause
(x) above); provided, however, that, subject to the terms of Section 2.20.11,
on or before the 10th day prior to the Facility Termination Date the Borrower
may request and the LC Issuers hereby agree to issue Facility LCs with (or to
Modify Facility LCs to have) an expiry date on or after the Facility
Termination Date but not later than the twelve-month anniversary of the
Facility Termination Date.


 


2.20.2  Participations.  Upon (a) the Restatement Effective Date
with respect to each Facility LC issued and outstanding under the Existing
Credit Agreement and (b) the issuance or Modification by the applicable LC
Issuer of each other Facility LC in


 


29

















 


accordance
with this Section 2.20, such LC Issuer shall be deemed, without further
action by any party hereto, to have unconditionally and irrevocably sold to
each Lender, and each Lender shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably purchased from such LC
Issuer, a participation in such Facility LC (and each Modification thereof) and
the related LC Obligations in proportion to its Pro Rata Share.


 


2.20.3  Notice.  Subject to Section 2.20.1, the Borrower
shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago
time) at least three (3) Business Days prior to the proposed date of
issuance or Modification of each Facility LC (or such shorter period as shall
be agreed to by the Borrower, the Agent and the LC Issuer), specifying the
beneficiary, the proposed date of issuance (or Modification) and the expiry
date of such Facility LC, and describing the proposed terms of such Facility LC
and the nature of the transactions proposed to be supported thereby.  The applicable LC Issuer shall promptly
notify the Agent, and, upon issuance only, the Agent shall promptly notify each
Lender, of the contents thereof and of the amount of such Lender’s
participation in such Facility LC.  The
issuance or Modification by any LC Issuer of any Facility LC shall, in addition
to the conditions precedent set forth in Article IV (the satisfaction of
which such LC Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Facility LC shall be reasonably satisfactory to
such LC Issuer and that the Borrower shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to
such Facility LC as such LC Issuer shall have reasonably requested (each, a “Facility
LC Application”).  In the event of any
conflict between the terms of this Agreement and the terms of any Facility LC
Application, the terms of this Agreement shall control.


 


2.20.4  LC Fees.  The Borrower shall pay to the Agent, for the
account of the Lenders ratably in accordance with their respective Pro Rata
Shares, a letter of credit fee at a per annum rate equal to the Applicable
Margin for Eurodollar Loans in effect from time to time on the average daily
undrawn amount under such Facility LC, such fee to be payable in arrears on each
Payment Date.  The Borrower shall also
pay to each LC Issuer for its own account (x) in arrears on each Payment
Date, a per annum fronting fee in an amount agreed upon between the Borrower
and such LC Issuer multiplied by the average daily undrawn amount under
such Facility LC, and (y) documentary and processing charges in connection
with the issuance, or Modification cancellation, negotiation, or transfer of,
and draws under Facility LCs in accordance with the applicable LC Issuer’s
standard schedule for such charges as in effect from time to time.  Each fee described in this Section 2.20.4
shall constitute an “LC Fee”.


 


2.20.5  Administration; Reimbursement by Lenders.  Upon receipt from the beneficiary of any
Facility LC of any demand for payment under such Facility LC, the applicable LC
Issuer shall notify the Agent and the Agent shall promptly notify the Borrower
and each other Lender as to the amount to be paid by such LC Issuer as a result
of such demand and the proposed payment date to such beneficiary (the “LC
Payment Date”); provided,  however,
that the failure of such LC Issuer to so notify the Borrower shall not in any
manner affect the obligations of the Borrower to reimburse such LC Issuer
pursuant to Section 2.20.6.  The
responsibility of each LC Issuer to the Borrower


 


30

















 


and
each Lender shall be only to determine that the documents (including each
demand for payment) delivered under each Facility LC issued by such LC Issuer
in connection with such presentment shall be in conformity in all material
respects with such Facility LC.  Each LC
Issuer shall endeavor to exercise the same care in the issuance and
administration of the Facility LCs issued by such LC Issuer as it does with
respect to letters of credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by
the applicable LC Issuer, each Lender shall be unconditionally and irrevocably
liable without regard to the occurrence of any Default or any condition
precedent whatsoever, to reimburse such LC Issuer on demand for (i) such
Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer
under each Facility LC issued by such LC Issuer to the extent such amount is
not reimbursed by the Borrower pursuant to Section 2.20.6 below, plus
(ii) interest on the foregoing amount to be reimbursed by such Lender, for
each day from the date of the applicable LC Issuer’s demand for such
reimbursement (or, if such demand is made after 12:00 noon (Chicago time) on
such date, from the next succeeding Business Day) to the date on which such
Lender pays the amount to be reimbursed by it, at a rate of interest per annum
equal to the Federal Funds Effective Rate for the first three (3) days
and, thereafter, at a rate of interest equal to the rate applicable to Floating
Rate Advances.  In the event any LC
Issuer shall receive any payment from any Lender pursuant to this Section 2.20.5,
the Agent (acting for this purpose solely as agent of the Borrower) (i) shall
keep a register for the registration relating to each such Reimbursement
Obligation, specifying such participating Lender’s name, address and
entitlement to payments with respect to such participating Lender’s share of
the principal amount of any Reimbursement Obligation and interest thereon with
respect to its respective participations, and each transfer thereof and the
name and address of each transferee and (ii) shall collect, prior to the
time such participating Lender receives payment with respect to such
participation, from each such participating Lender the appropriate forms,
certificates, and statements described in Section 3.5 (and updated as
required by Section 3.5) as if such participating Lender were a Lender under
Section 3.5.


 


2.20.6  Reimbursement by Borrower.  The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuers on or before the first
Business Day after the applicable LC Payment Date (the “LC Reimbursement Date”)
for any amounts paid by any LC Issuer upon any drawing under any Facility LC
issued by such LC Issuer, without presentment, demand, protest or other
formalities of any kind; provided that
neither the Borrower nor any Lender shall hereby be precluded from asserting
any claim for direct (but not consequential) damages suffered by the Borrower
or such Lender to the extent, but only to the extent, caused by (i) the
willful misconduct or gross negligence of the applicable LC Issuer in
determining whether a request presented under any Facility LC issued by it
complied with the terms of such Facility LC or (ii) the applicable LC
Issuer’s failure to pay under any Facility LC issued by it after the
presentation to it of a request strictly complying with the terms and conditions
of such Facility LC.  Unless the Borrower
shall have otherwise notified the Agent and the applicable LC Issuer prior to
12:00 noon (Chicago time) on the LC Reimbursement Date with respect to any
Facility LC, the Borrower shall be deemed to have elected to borrow Revolving
Loans from the Lenders, as of such LC Reimbursement Date, equal in amount to
the amount of the unpaid Reimbursement Obligations with respect to such
Facility LC.  Subject to the


 


31

















 


satisfaction
of the applicable conditions precedent set forth in Article IV, such
Revolving Loans shall be made as of the LC Reimbursement Date automatically and
without notice.  Such Revolving Loans
shall constitute a Floating Rate Advance, the proceeds of which Advance shall
be used to repay such Reimbursement Obligation. 
If, for any reason, the Borrower fails to repay a Reimbursement
Obligation on applicable LC Reimbursement Date and, for any reason, the Lenders
are unable to make or have no obligation to make Revolving Loans, then such
Reimbursement Obligation shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to (x) the rate applicable to
Floating Rate Advances for such day if such day falls on or before the
applicable LC Reimbursement Date and (y) the sum of 2% plus the
rate applicable to Floating Rate Advances for such day if such day falls after
such LC Reimbursement Date.  Each LC
Issuer will pay to each Lender ratably in accordance with its Pro Rata Share
all amounts received by it from the Borrower for application in payment, in
whole or in part, of the Reimbursement Obligation in respect of any Facility LC
issued by such LC Issuer, but only to the extent such Lender has made payment
to such LC Issuer in respect of such Facility LC pursuant to Section 2.20.5.


 


2.20.7  Obligations Absolute.  The Borrower’s obligations under this Section 2.20
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against any LC Issuer, any Lender or any
beneficiary of a Facility LC.  The
Borrower further agrees with the LC Issuers and the Lenders that the LC Issuers
and the Lenders shall not be responsible for, and the Borrower’s Reimbursement
Obligation in respect of any Facility LC shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements
thereon, even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among the Borrower,
any of its Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred or any
claims or defenses whatsoever of the Borrower or of any of its Affiliates
against the beneficiary of any Facility LC or any such transferee.  No LC Issuer shall be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Facility
LC.  The Borrower agrees that any action
taken or omitted by any LC Issuer or any Lender under or in connection with
each Facility LC and the related drafts and documents, if done without gross
negligence or willful misconduct, shall be binding upon the Borrower and shall
not put any LC Issuer or any Lender under any liability to the Borrower.  Nothing in this Section 2.20.7 is
intended to limit the right of the Borrower to make a claim against any LC
Issuer for damages as contemplated by the proviso to the first sentence of Section 2.20.6.


 


2.20.8  Actions of LC Issuers.  Each LC Issuer shall be entitled to rely, and
shall be fully protected in relying, upon any Facility LC, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by such LC
Issuer.  Each LC Issuer shall be fully
justified in failing or refusing to take any action


 


32

















 


under
this Agreement unless it shall first have received such advice or concurrence
of the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Notwithstanding any other provision of this
Section 2.20, each LC Issuer shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and any
future holders of a participation in any Facility LC.


 


2.20.9  Indemnification.  The Borrower hereby agrees to indemnify and
hold harmless each Lender, each LC Issuer and the Agent, and their respective
directors, officers, agents and employees from and against any and all claims
and damages, losses, liabilities, reasonable costs or expenses which such
Lender, such LC Issuer or the Agent may incur (or which may be claimed against
such Lender, such LC Issuer or the Agent by any Person whatsoever) by reason of
or in connection with the issuance, execution and delivery or transfer of or
payment or failure to pay under any Facility LC or any actual or proposed use
of any Facility LC, including, without limitation, any claims, damages, losses,
liabilities, reasonable costs or expenses which any LC Issuer may incur by
reason of or in connection with (i) the failure of any other Lender to
fulfill or comply with its obligations to such LC Issuer hereunder (but nothing
herein contained shall affect any rights the Borrower may have against any
defaulting Lender) or (ii) by reason of or on account of such LC Issuer
issuing any Facility LC which specifies that the term “Beneficiary” included
therein includes any successor by operation of law of the named Beneficiary,
but which Facility LC does not require that any drawing by any such successor
Beneficiary be accompanied by a copy of a legal document, satisfactory to such
LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to
indemnify any Lender, any LC Issuer or the Agent for any claims, damages,
losses, liabilities, costs or expenses to the extent, but only to the extent, (x) caused
by the willful misconduct or gross negligence of the applicable LC Issuer in
determining whether a request presented under any Facility LC issued by such LC
Issuer complied with the terms of such Facility LC or (y) caused by any LC
Issuer’s failure to pay under any Facility LC issued by such LC Issuer after
the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC, or (z) with respect to taxes and amounts
relating thereto (payments with respect to which shall be governed solely and
exclusively by Section 3.5). 
Nothing in this Section 2.20.9 is intended to limit the obligations
of the Borrower under any other provision of this Agreement.


 


2.20.10  Lenders’ Indemnification.  Each Lender shall, ratably in accordance with
its Pro Rata Share, indemnify each LC Issuer, its affiliates and their
respective directors, officers, agents and employees (to the extent not reimbursed
by the Borrower) against any cost, expense (including reasonable counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees’ gross negligence or willful misconduct or the
applicable LC Issuer’s failure to pay under any Facility LC issued by such LC
Issuer after the presentation to it of a request strictly complying with the
terms and conditions of such Facility LC) that such indemnitees may suffer or
incur


 


33
















 


in
connection with this Section 2.20 or any action taken or omitted by such
indemnitees hereunder.


 


2.20.11  Facility LC Collateral Account.  The Borrower agrees that it will, upon the
reasonable request of the Agent or the Required Lenders and until the final
expiration date of any Facility LC and thereafter as long as any amount is
payable to the LC Issuers or the Lenders in respect of any Facility LC,
maintain a special collateral account pursuant to arrangements satisfactory to
the Agent (the “Facility LC Collateral Account”) at the Agent’s office at the
address specified pursuant to Article XIII, in the name of the Borrower
but under the sole dominion and control of the Agent, for the benefit of the
Lenders and the LC Issuers, and in which the Borrower shall have no interest
other than as set forth in Section 8.1. 
The Borrower hereby pledges, assigns and grants to the Agent, on behalf
of and for the ratable benefit of the Lenders and the LC Issuers, a security
interest in all of the Borrower’s right, title and interest in and to all funds
which may from time to time be on deposit in the Facility LC Collateral Account
to secure the prompt and complete payment and performance of the Secured
Obligations.  The Agent will invest any
funds on deposit from time to time in the Facility LC Collateral Account in
Cash Equivalent Investments as directed by the Borrower (in the absence of a
Default).  On or before the 10th day
prior to the Facility Termination Date, the Borrower shall pay to the Agent an
amount in immediately available funds, which funds shall be held in the
Facility LC Collateral Account, equal to 1.05 multiplied by the
aggregate amount of the outstanding LC Obligations in respect of Facility LCs
with an expiry date on or after the Facility Termination Date.  Nothing in this Section 2.20.11 shall
either obligate the Agent to require the Borrower to deposit any funds in the
Facility LC Collateral Account or limit the right of the Agent to release any
funds held in the Facility LC Collateral Account in each case other than as
required by Section 8.1 and the immediately preceding sentence.


 


2.20.12  Rights as a Lender.  In its capacity as a Lender, each LC Issuer
shall have the same rights and obligations as any other Lender.


 


2.21.        Increase of
Aggregate Commitment.  Subject to Section 2.5
and the other terms and conditions of this Agreement, at any time prior to the
Facility Termination Date, the Borrower may, on the terms set forth below,
request that (a) the Aggregate Commitment hereunder be increased by an
amount up to $200,000,000 and/or (b) term loans be issued hereunder (such
term loans being “Term Loans”) on terms and conditions (including, without
limitation, pricing, amortization, prepayment and related interest rate
hedging) reasonably acceptable to the Agent in an aggregate principal amount up
to $200,000,000; provided, however, that (i) no such increase
shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000
minus (y) any reduction in the Commitments under Section 2.5.2
and all theretofore scheduled principal payments or prepayments in respect of
any Term Loans, (ii) an increase in the Aggregate Commitment or issuance
of Term Loans hereunder may only be made at a time when no Default or Unmatured
Default shall have occurred and be continuing or would result therefrom and (iii) no
Lender’s Commitment shall be increased, nor shall any Lender have any
commitment to make any Term Loan, under this Section 2.21 without its
consent.  In the event of such a
requested increase in the Aggregate Commitment or issuance of Term Loans, any
financial institution selected by the Borrower and the Arranger, and reasonably


 


34

















 


acceptable
to the Agent, may become a Lender or increase its Commitment or issue such Term
Loans and may set the amount of its Commitment or Term Loan, as applicable, at
a level agreed to by the Borrower and the Agent.  In the event that the Borrower and one or
more of the Lenders (or other financial institutions) shall agree upon such an
increase in the Aggregate Commitment and/or issuance of Term Loans (i) the
Borrower, the Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment or Term Loan shall enter into an amendment
to this Agreement setting forth the amounts of the Commitments and Term Loans,
as applicable, as so increased, providing that the financial institutions
extending new Commitments or Term Loans shall be Lenders for all purposes under
this Agreement, and setting forth such additional provisions as the Agent shall
consider reasonably appropriate and (ii) the Borrower shall furnish, if
requested, a new Note to each financial institution that is extending a new
Commitment or Term Loan or increasing its Commitment.  No such amendment shall require the approval
or consent of any Lender whose Commitment is not being increased.  Upon the execution and delivery of such
amendment as provided above, and upon satisfaction of such other conditions as
the Agent may reasonably specify upon the request of the financial institutions
that are extending new Commitments and/or making Term Loans (including, without
limitation, the Agent administering the reallocation of any outstanding
Revolving Loans ratably among the Lenders with Commitments after giving effect
to each such increase in the Aggregate Commitment, and the delivery of
certificates, evidence of corporate authority and legal opinions on behalf of
the Borrower), this Agreement shall be deemed to be amended accordingly.  All such additional Commitments and Term
Loans shall be secured equally and ratably with the other Loans hereunder.


 


ARTICLE III


 


YIELD
PROTECTION; TAXES


 


3.1.          Yield Protection.  If, on or after the Restatement Effective
Date, the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in any such law, rule, regulation, policy, guideline or
directive or in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or any LC Issuer with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:


 


(i)                                     imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation or any LC Issuer (other than reserves and
assessments taken into account in determining the interest rate applicable to
Eurodollar Advances), or


 


(ii)                                  imposes any other condition the result of which is to increase the cost
to any Lender, any applicable Lending Installation or any LC Issuer of making,
funding or maintaining its Commitment or Eurodollar Loans or of issuing or
participating in Facility LCs, or reduces any amount receivable by any Lender
or any applicable Lending Installation or any LC Issuer in connection with its


 


35

















 


Commitment or
Eurodollar Loans or Facility LCs (including participations therein), or
requires any Lender or any applicable Lending Installation or any LC Issuer to
make any payment calculated by reference to the amount of Commitment or
Eurodollar Loans or Facility LCs (including participations therein) held or
interest or LC Fees received by it, in each case, by an amount deemed material
by such Lender or such LC Issuer, as applicable,


 


and
the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer of making or maintaining its
Eurodollar Loans or Commitment or of issuing or participating in Facility LCs,
as applicable, or to reduce the return received by such Lender or applicable
Lending Installation or LC Issuer in connection with such Eurodollar Loans or Commitment,
or Facility LCs (including participations therein), but in all events,
excluding any increase in cost or reduction in return with respect to taxes and
amounts relating thereto (payment with respect to which shall be governed
solely and exclusively by Section 3.5), then, within 15 days of demand,
accompanied by the written statement required by Section 3.6, by such
Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer such
additional amount or amounts as will compensate such Lender or LC Issuer for
such increased cost or reduction in amount received.


 


3.2.          Changes in
Capital Adequacy Regulations.  If a
Lender or any LC Issuer determines the amount of capital required or expected
to be maintained by such Lender or such LC Issuer, any Lending Installation of
such Lender or such LC Issuer or any corporation controlling such Lender or
such LC Issuer is increased by a material amount as a result of a Change, but
excluding any adoption, change or interpretation or administration or compliance
with respect to taxes and amounts relating thereto (payment with respect to
which shall be governed solely and exclusively by Section 3.5), then,
within 15 days of demand, accompanied by the written statement required by Section 3.6,
by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC
Issuer the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender or such LC
Issuer determines is attributable to this Agreement, its Outstanding Credit
Exposure or its Commitment to make Revolving Loans and issue or participate in
Facility LCs, as applicable, hereunder (after taking into account such Lender’s
or such LC Issuer’s policies as to capital adequacy).  In determining such additional amounts, each
Lender will act reasonably and in good faith and will use allocation and
attribution methods which are reasonable. 
“Change” means (i) any change after the Restatement Effective Date
in the Risk-Based Capital Guidelines or (ii) any adoption of, or change
in, or change in the interpretation or administration of any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
Restatement Effective Date which affects the amount of capital required or
expected to be maintained by any Lender or any LC Issuer or any Lending
Installation or any corporation controlling any Lender or any LC Issuer.  “Risk-Based Capital Guidelines” means (i) the
risk-based capital guidelines in effect in the United States on the Restatement
Effective Date, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled “International Convergence of
Capital Measurements and Capital Standards,” including transition rules, and
any amendments to such regulations adopted prior to the Restatement Effective
Date.


 


36

















 


3.3.          Availability of
Types of Advances.  If (x) any
Lender determines that maintenance of its Eurodollar Loans at a suitable
Lending Installation would violate any applicable law, rule, regulation, or
directive, whether or not having the force of law, or (y) prior to the
commencement of any Interest Period with respect to a Eurodollar Loan the
Required Lenders determine that (i) the interest rate applicable to Eurodollar
Advances does not accurately reflect the cost of making or maintaining
Eurodollar Advances, or (ii) no reasonable basis exists for determining
the Eurodollar Base Rate, then such Lender shall promptly give notice to the
Borrower and the Agent (by telephone, promptly confirmed in writing) and
thereafter, the Agent shall suspend the availability of Eurodollar Advances and
require any affected Eurodollar Advances to be repaid or converted to Floating
Rate Advances on the respective last days of the then current Interest Periods
with respect to such Revolving Loans or within such earlier period as required
by law, subject to the payment of any funding indemnification amounts required
by Section 3.4 until such time as the Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such initial notice no longer
exist, and any Notice of Borrowing or Conversion/Continuation Notice given by
the Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower.


 


3.4.          Funding
Indemnification.  If any payment of a
Eurodollar Advance occurs on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment or otherwise, or a
Eurodollar Advance is not made or continued, or a Floating Rate Advance is not
converted into a Eurodollar Advance, on the date specified by the Borrower for
any reason other than default by the Lenders, or a Eurodollar Advance is not
prepaid on the date specified by the Borrower for any reason, the Borrower will
indemnify each Lender for any reasonable loss or cost incurred by it resulting
therefrom, including, without limitation, any reasonable loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance, but excluding any loss or cost relating to taxes and amounts relating
thereto (payment with respect to which shall be governed solely and exclusively
by Section 3.5).


 


3.5.          Taxes.  (i) Except as provided in this Section 3.5,
all payments by the Borrower to or for the account of any Lender or the Agent
hereunder or under any Note shall be made free and clear of and without
deduction for any and all Taxes.  If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to any Lender or the Agent, (a) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 3.5)
such Lender or the Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (b) the
Borrower shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) the Borrower shall furnish to the Agent the original copy of a receipt
evidencing payment thereof or, if a receipt cannot be obtained with reasonable
efforts, such other evidence of payment as is reasonably acceptable to the
Agent, in each case within 30 days after such payment is made.


 


(ii)                                  In addition, the Borrower shall pay any present or future stamp or
documentary taxes and any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or under any Note or
Facility LC Application or from the execution or delivery of, or otherwise with
respect to, this Agreement,


 


37

















 


any Note, any
Facility LC Application, or any other Loan Document (“Other Taxes”).


 


(iii)                               The Borrower shall indemnify the Agent and each Lender for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed on amounts payable under this Section 3.5) paid by the
Agent or such Lender as a result of its Commitment, any Credit Extensions made
by it hereunder, any Facility LC issued or participated in by it hereunder, or
otherwise in connection with its participation in this Agreement and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto.  Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.6.


 


(iv)                              Each Lender and the Agent that is not a United States Person (as such
term is defined in Section 7701(a)(30) of the Code for United States
federal income tax purposes) (each a “Non-U.S. Lender”) agrees that it will,
not more than ten Business Days after the date on which it becomes a party to
this Agreement (but in any event before a payment is due to it hereunder), (i) deliver
to each of the Borrower and the Agent two (2) duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI or successor
forms, certifying in either case that such Non-U.S. Lender is entitled to
receive payments under this Agreement or under any Note without deduction or
withholding of any United States federal income taxes, or (ii) in the case
of a Non-U.S. Lender that is fiscally transparent, deliver to the Agent and the
Borrower two (2) duly completed copies of a United States Internal Revenue
Service Form W-8IMY or successor form together with the applicable
accompanying duly completed copies of United States Internal Revenue Service
applicable Forms W-8 or W-9 or successor forms, as the case may be, in each
case establishing that each beneficial owner of the payments to be made under
this Agreement or any Note is entitled to receive payments under this Agreement
or any Note without deduction or withholding of any United States federal
income taxes, and applicable withholding statements, or (iii) any other
applicable form, certificate or document specifically requested by the Borrower
or the Agent and prescribed by the United States Internal Revenue Service
establishing as to such Lender’s, the Agent’s or such beneficial owner’s, as
the case may be, entitlement to such exemption from United States withholding
tax with respect to all payments to be made hereunder or under any Note.  Each Lender and the Agent that is United
States person (as such term is defined in Section 7701(a)(30) of the Code)
for U.S. federal income tax purposes (other than each such Lender and the
Agent, as the case may be, that is treated as an exempt recipient based on the
indicators described in U.S. Treasury Regulation Section 1.6049-4(c)(1)(ii))
shall deliver at the time(s) and in the manner(s) described above
with respect to the other Internal Revenue Service Forms, to the Borrower and
the Agent, two (2) accurate and complete original signed copies of
Internal Revenue Service Form W-9 (or successor form) certifying that such
person is exempt from United States backup withholding tax on payments made
hereunder or on any Note.  Each Lender
and the Agent further undertakes to deliver to each of the Borrower and the
Agent renewals or additional copies of such form (or any


 


38

















 


successor form) (x) on
or before the date that such form expires or becomes obsolete, (y) after
the occurrence of any event requiring a change in the most recent forms so
delivered by it, and (z) from time to time upon reasonable request by the
Borrower or the Agent.  All forms or
amendments described in the preceding sentence shall certify that such Lender,
the Agent or such applicable beneficial owner, as the case may be, is entitled
to receive payments under this Agreement or under any Note without deduction or
withholding of any United States federal income taxes, and in the case where
such Lender has delivered a Form W-8IMY (or successor form), such Lender
delivers all forms or amendments, including duly completed United States
Internal Revenue Service applicable Forms W-8s or W-9s (or successor forms), in
each case establishing that each beneficial owner of the payments to be made
under this Agreement or any Note is entitled to receive payments under this
Agreement or any Note without deduction or withholding of any United States
federal income taxes, and applicable withholding statements, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender, the Agent or such applicable beneficial
owner, as the case may be, from duly completing and delivering any such form or
amendment with respect to it and such applicable beneficial owner and such
Lender or the Agent, as the case may be, advises the Borrower and the Agent
that it and such applicable beneficial owner is not capable of receiving
payments without any deduction or withholding of United States federal income
tax.


 


(v)                                 For any period during which a Lender or the Agent has failed to provide
the Borrower and the Agent with an appropriate form referred to in clause (iv) above
in each case establishing that the Agent or such Lender, and in the case where
such Lender has delivered a Form W-8IMY (or successor form), each
beneficial owner of the payments to be made under this Agreement or any Note,
is entitled to receive payments under this Agreement or any Note without
deduction or withholding of any United States Federal income taxes (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Lender or the Agent, as applicable, shall not be entitled to
any increase in payments or to indemnification under this Section 3.5 with
respect to Taxes imposed by the United States as a result of such failure; provided that, should a Lender or the Agent, as the case may
be, which is otherwise exempt from or subject to a reduced rate of withholding
tax become subject to Taxes because of its failure to deliver a form required
under clause (iv) above, the Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.


 


(vi)                              Any Lender or Agent that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the


 


39

















 


Borrower (with a
copy to the Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced
rate.  For any period during which a
Lender or the Agent, as applicable, has failed to provide the Borrower and the
Agent with such properly completed and executed documentation, such Lender or
the Agent, as applicable, shall not be entitled to any increase in payments or
to indemnification under this Section 3.5.


 


(vii)                           If the U.S. Internal Revenue Service or any other governmental authority
of the United States or any other country or any political subdivision thereof
asserts a claim that the Agent or the Borrower did not properly withhold tax
from amounts paid to or for the account of any Lender or beneficial owner
(because the appropriate form was not delivered or properly completed, because
such Lender failed to notify the Agent and the Borrower of a change in
circumstances which rendered its exemption from withholding ineffective, or for
any other reason), such Lender or beneficial owner shall indemnify the Agent
and the Borrower fully for all amounts paid, directly or indirectly, by the
Agent or the Borrower, as the case may be, as tax, withholding therefor, or
otherwise, including penalties and interest, and including taxes imposed by any
jurisdiction on amounts payable to the Agent under this subsection, together
with all costs and expenses related thereto (including attorneys fees of
attorneys for the Agent).  The
obligations of the Lenders under this Section 3.5(vii) shall survive
the payment of the Obligations and termination of this Agreement.


 


(viii)                        If any Lender or the Agent determines that it has actually received any
refund of Taxes paid by the Borrower for such Lender or the Agent pursuant to
this Section 3.5, such Lender or the Agent shall reimburse the Borrower in
an amount equal to such refund, after tax, and net of all expenses incurred by
such Lender or Agent in connection with such refund.


 


3.6.          Lender
Statements; Survival of Indemnity. 
Each Lender shall notify the Borrower of any event occurring after the
Restatement Effective Date entitling such Lender to compensation under Section 3.1,
3.2, 3.4 or 3.5 as promptly as practicable, but in any event within 45 days,
after such Lender obtains actual knowledge thereof; provided that if any Lender
fails to give such notice within 45 days after it obtains actual knowledge of
such an event, such Lender shall, with respect to compensation payable under
Sections 3.1, 3.2, 3.4 or 3.5 in respect of any costs resulting from such
event, only be entitled to payment for costs incurred from and after the date
45 days prior to the date that such Lender does give such notice.  Together with each notice required by the
previous sentence, any Lender requesting compensation shall deliver a
certificate of such Lender to the Borrower (with a copy to the Agent) as to the
amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5.  Such written certificate shall (i) set
forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrower in the
absence of manifest error and (ii) set forth that it is the policy or
general practice of such Lender to request compensation for comparable costs in
similar circumstances under comparable provisions of other credit agreements
for comparable customers.  Determination
of amounts payable under such Sections in connection with a Eurodollar Loan
shall be calculated as though each Lender funded its Eurodollar Loan through


 


40

















 


the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurodollar Rate applicable to
such Revolving Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount
specified in the written certificate of any Lender shall be payable within
fifteen (15) days after receipt by the Borrower of such written
certificate.  The obligations of the
Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.


 


3.7.          Alternative
Lending Installation.  To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of
the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, reasonably disadvantageous
to such Lender.  A Lender’s designation
of an alternative Lending Installation shall not affect the Borrower’s rights
under Section 2.19 to replace a Lender.


 


ARTICLE IV


 


CONDITIONS
PRECEDENT


 


4.1.          Effectiveness of
Commitments.  This Agreement shall
not become effective, nor shall any Lender be required to make any Credit
Extension hereunder, unless all legal matters incident to the making of the
initial Credit Extension shall be satisfactory to the Lenders and their counsel
and on or before July 5, 2007 the following conditions precedent have been
satisfied or waived by the Required Lenders and the Borrower has furnished to
the Agent with sufficient copies for the Lenders:


 


4.1.1  Copies of the articles or certificate of
incorporation (or the equivalent thereof) of each Credit Party, in each case,
together with all amendments thereto, and a certificate of good standing, each
certified by the appropriate governmental officer in its jurisdiction of
organization.


 


4.1.2  Copies, certified by the Secretary or
Assistant Secretary (or the equivalent thereof) of each Credit Party, in each
case, of its by-laws and of its Board of Directors’ resolutions and of
resolutions or actions of any other body authorizing the execution of the Loan
Documents to which such Credit Party is a party.


 


4.1.3  An incumbency certificate, executed by the
Secretary or Assistant Secretary (or the equivalent thereof) of each Credit
Party which shall identify by name and title and bear the signatures of the
Authorized Officers and any other officers of each such Credit Party authorized
to sign the Loan Documents to which it is a party, upon which certificate the
Agent and the Lenders shall be entitled to rely until informed of any change in
writing by the applicable Credit Party.


 


4.1.4  A certificate reasonably acceptable to the
Agent, signed by the chief financial officer of the Parent, stating that on the
initial Credit Extension Date (a) no Default or Unmatured Default has
occurred and is continuing, (b) all of the representations and warranties
in Article V shall be true and correct in all material


 


41

















 


respects
as of such date and (c) except as disclosed in the Identified Disclosure
Documents, no material adverse change in the business, condition (financial or
otherwise), operations, Properties or prospects of the Parent and its
Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a
whole, has occurred since December 31, 2006.


 


4.1.5  An initial compliance certificate, dated as
of the Restatement Effective Date and reflecting calculations as of March 31,
2007, in substantially the form of Exhibit B hereto.


 


4.1.6  Written opinions of the Credit Parties’ US
counsel, in form and substance reasonably satisfactory to the Agent and
addressed to the Lenders, in substantially the form of Exhibit A hereto.


 


4.1.7
 Any Notes requested by a Lender pursuant
to Section 2.13 payable to the order of each such requesting Lender or its
registered assigns.


 


4.1.8  A certificate of value, solvency and other
appropriate factual information in form and substance reasonably satisfactory
to the Agent and Arranger from the chief financial officer or treasurer of the
Parent (on behalf of the Parent and its Subsidiaries) in his or her
representative capacity supporting the conclusions that as of the initial
Credit Extension Date the Parent and its Subsidiaries on a consolidated basis
are Solvent and will be Solvent subsequent to incurring the Indebtedness
contemplated under the Loan Documents.


 


4.1.9  Evidence satisfactory to the Agent that the
Borrower has paid to the Agent and the Arranger the fees agreed to in the fee
letter dated June 5, 2007, among the Agent, the Arranger and the Borrower.


 


4.1.10  Such other documents as any Lender or its
counsel may have reasonably requested, including, without limitation, those
documents set forth in Exhibit F hereto.


 


4.2.          Each Credit
Extension.  The Lenders shall not
(except as otherwise set forth in Section 2.4.4 with respect to Revolving
Loans extended for the purpose of repaying Swing Line Loans) be required to
make any Credit Extension unless on the applicable Credit Extension Date:


 


4.2.1  There exists no Default or Unmatured Default.


 


4.2.2  The representations and warranties contained
in Article V are true and correct in all material respects as of such
Credit Extension Date except to the extent any such representation or warranty
is stated to relate solely to an earlier date, in which case such
representation or warranty shall have been true and correct in all material
respects on and as of such earlier date.


 


Each
Borrowing Notice, request for issuance of a Facility LC or Swing Line Borrowing
Notice, as the case may be, or request for issuance of a Facility LC, with
respect to each such Credit Extension shall constitute a representation and
warranty by the Borrower that the conditions contained in Sections 4.2.1 and
4.2.2 have been satisfied.


 


42






 












 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES


 


Each
of the Parent and the Borrower represents and warrants to each Lender and the
Agent as of each of (i) the Restatement Effective Date, (ii) the date
of the initial Credit Extension hereunder (if different from the Restatement
Effective Date) and (iii) each date as required by Section 4.2:


 


5.1.          Existence and
Standing.  Each of the Parent and its
Subsidiaries (i) is a corporation, partnership (in the case of
Subsidiaries other than the Borrower only) or limited liability company duly
incorporated or organized, as the case may be, validly existing and (to the
extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization, (ii) has all requisite
corporate, partnership or limited liability company power and authority, as the
case may be, to own, operate and encumber its Property and (iii) is
qualified to do business and is in good standing (to the extent such concept
applies to such entity) in all jurisdictions where the nature of the business
conducted by it makes such qualification necessary and where failure to so
qualify would reasonably be expected to have a Material Adverse Effect.


 


5.2.          Authorization and
Validity.  Each Credit Party has the
requisite corporate, partnership or limited liability company, as the case may
be, power and authority and legal right to execute and deliver the Loan
Documents to which it is a party and to perform its obligations
thereunder.  The execution and delivery
by each Credit Party of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by
requisite corporate, partnership or limited liability company, as the case may
be, proceedings, and the Loan Documents to which each Credit Party is a party
constitute legal, valid and binding obligations of such Credit Party
enforceable against such Credit Party in accordance with their terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, fraudulent
conveyances, reorganization or similar laws relating to or affecting the
enforcement of creditors’ rights generally; (ii) general equitable
principles (whether considered in a proceeding in equity or at law); and (iii) requirements
of reasonableness, good faith and fair dealing.


 


5.3.          No Conflict;
Government Consent.  Neither the
execution and delivery by any Credit Party of the Loan Documents to which it is
a party, nor the consummation by such Credit Party of the transactions therein
contemplated, nor compliance by such Credit Party with the provisions thereof
will violate (i) any applicable law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Credit Party or (ii) such
Credit Party’s articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, by-laws,
or operating agreement or other management agreement, as the case may be, or (iii) the
provisions of any indenture or material instrument or agreement to which such
Credit Party is a party or is subject, or by which it, or its Property, may be
bound or affected, or conflict with, or constitute a default under, or result
in or require, the creation or imposition of any Lien in, of or on the Property
of such Credit Party pursuant to the terms of any such indenture or material
instrument or agreement (other than any Lien of the Agent on behalf of the
Holders of Secured Obligations).  Other
than the filing of UCC financing statements and intellectual property-related
filings in the applicable filing offices to perfect the Liens of the


 


43

















 


Agent
in favor of the Holders of Secured Obligations granted pursuant to the Loan
Documents, no order, consent, adjudication, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by,
or other action in respect of any governmental or public body or authority, or
any subdivision thereof, which has not been obtained by any Credit Party, is
required to be obtained by such Credit Party in connection with the execution
and delivery of the Loan Documents, the borrowings under this Agreement, the
payment and performance by the Credit Parties of the Obligations or the legality,
validity, binding effect or enforceability of any of the Loan Documents except
where the failure to so make or obtain, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect.


 


5.4.          Financial
Statements.  The December 31,
2006 consolidated financial statements of the Parent and its Subsidiaries
heretofore delivered to the Agent and the Lenders were prepared in accordance
with generally accepted accounting principles in effect on the date such
statements were prepared and fairly present in all material respects the
consolidated financial condition and operations of the Parent and its
Subsidiaries at such date and the consolidated results of their operations for
the period then ended.


 


5.5.          Material Adverse
Change.  Since December 31,
2006, except as disclosed in the Identified Disclosure Documents, there has
been no change in the business, condition (financial or otherwise), operations,
Properties or prospects of the Parent and its Subsidiaries taken as a whole, or
the Borrower and its Subsidiaries taken as a whole, which would reasonably be
expected to have a Material Adverse Effect.


 


5.6.          Taxes.  The Parent, the Borrower and the Subsidiaries
have filed all United States federal tax returns and all other tax returns
which are required to be filed and have paid all taxes shown to be due thereon
or pursuant to any assessment received by the Parent, the Borrower or any
Subsidiaries, except in respect of such taxes, if any, (i) as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and as to which no Lien exists
(except as permitted by Section 6.15.2) or (ii) as to which the
failure to file such return or pay such taxes would not reasonably be expected
to have a Material Adverse Effect.  As of
the Restatement Effective Date, the United States income tax returns of the
Parent, the Borrower and the Subsidiaries have been audited by the Internal Revenue
Service through the fiscal year ended December 31, 2003, and, as of the
Restatement Effective Date, no Liens have been filed and no claims are being
asserted with respect to such taxes shown to be due on such returns.  The charges, accruals and reserves on the books
of the Parent, the Borrower and the Subsidiaries in respect of any taxes or
other governmental charges are adequate under Agreement Accounting Principles.


 


5.7.          Litigation and
Contingent Obligations.  There is no
litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of any of their executive officers, threatened
against the Parent, the Borrower or any Subsidiaries which would reasonably be
expected to have a Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Revolving Loans. 
As of December 31, 2006, other than any liability incident to any
litigation, arbitration or proceeding which would not reasonably be expected to
have a Material Adverse Effect, none of the Parent, the Borrower or any Subsidiary
had any contingent obligations required to be reflected on the Parent’s
consolidated balance sheet in


 


44

















 


accordance
with generally accepted accounting principles, and not provided for or
disclosed in the financial statements referred to in Section 5.4, in an
aggregate amount in excess of $10,000,000.


 


5.8.          Subsidiaries.  Schedule 5.8 contains an accurate list of all
Subsidiaries of the Parent as of the Restatement Effective Date, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Parent or
other Subsidiaries.  All of the issued
and outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and are fully paid and
non-assessable.


 


5.9.          ERISA.  During the twelve consecutive month period
prior to the Restatement Effective Date, the date of the initial Credit
Extension and the date of any subsequent Credit Extension, (i) no formal
step has been taken to terminate any Plan, other than a standard termination
under Section 4041(b) of ERISA and (ii) no contribution failure
has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA.  During the twelve consecutive
month period prior to the Restatement Effective Date, the date of the initial
Credit Extension and the date of any subsequent Credit Extension, neither the
Parent nor any other member of the Controlled Group has incurred, or is
reasonably expected to incur, pursuant to Section 4201 of ERISA, any
withdrawal liability to Multiemployer Plans that would reasonably be expected
to exceed in the aggregate $20,000,000. 
Each Plan complies with all applicable requirements of law and
regulations except with respect to non-compliance that would not reasonably be
expected to have a Material Adverse Effect. 
During the twelve consecutive month period prior to the Restatement
Effective Date, the date of the initial Credit Extension and the date of any
subsequent Credit Extension, neither the Parent nor any other member of the
Controlled Group has withdrawn from any Multiemployer Plan within the meaning
of Title IV of ERISA or initiated steps to do so, and, to the knowledge of the
Parent, no steps have been taken to reorganize or terminate, within the meaning
of Title IV of ERISA, any Multiemployer Plan which withdrawal, reorganization or
termination would reasonably be expected to exceed in the aggregate
$20,000,000.


 


5.10.        Accuracy of
Information.  The written
information, exhibits or reports furnished by the Parent, the Borrower or any
Subsidiary to the Agent or to any Lender in connection with the negotiation of,
or compliance with, the Loan Documents (other than projected and pro forma
information), considered as a whole, do not contain any material misstatement
of fact or omit to state a material fact or any fact necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not materially misleading. 
The projected and pro forma financial information furnished by or on
behalf of the Parent, the Borrower or any Subsidiary to the Agent or any Lender
in connection with the negotiation of, or compliance with, the Loan Documents,
were prepared in good faith based upon assumptions believed to be reasonable at
the time.


 


5.11.        Regulation U.  Neither the Parent, the Borrower nor any
Subsidiary is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate of buying or carrying margin stock (as defined in Regulation U),
and after applying the proceeds of each Credit Extension, margin stock


 


45

















 


(as
defined in Regulation U) constitutes less than 25% of the value of those assets
of the Parent, the Borrower and the Subsidiaries which are subject to any
limitation on sale, pledge, or any other restriction on disposition hereunder.


 


5.12.        Compliance With
Laws.  The Parent, the Borrower and
the Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign government or
any instrumentality or agency thereof having jurisdiction over the conduct of
their respective businesses or the ownership of their respective Property,
except to the extent any failure to so comply, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


5.13.        Ownership of
Properties.  The Parent, the Borrower
and the Subsidiaries have good title, free of all Liens other than those
permitted by Section 6.15, to all of the assets reflected in the Parent’s
most recent consolidated financial statements provided to the Agent, as owned
by the Parent, the Borrower and the Subsidiaries except (i) assets sold or
otherwise transferred as permitted under Section 6.12 and (ii) to the
extent the failure to hold such title would not reasonably be expected to have
a Material Adverse Effect.


 


5.14.        Plan Assets;
Prohibited Transactions.  None of the
Credit Parties is an entity deemed to hold “plan assets” within the meaning of
29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of
ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975
of the Code), and assuming the accuracy of the representations and warranties
made in Section 9.12 and in any assignment made pursuant to Section 12.3.3,
neither the execution of this Agreement nor the making of Revolving Loans
hereunder gives rise to a prohibited transaction within the meaning of Section 406
of ERISA or Section 4975 of the Code.


 


5.15.        Environmental
Matters.  To the knowledge of the
Borrower, no facts, circumstances or conditions currently exist with respect to
the Parent and its Subsidiaries that would reasonably be expected to result in
the Parent or such Subsidiary incurring liability under Environmental Law that
would reasonably be expected to have a Material Adverse Effect. Neither the
Parent, the Borrower nor any Subsidiary has received any notice to the effect
that its operations are not in material compliance with any of the requirements
of applicable Environmental Laws or are the subject of any federal or state
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment,
which non-compliance or remedial action would reasonably be expected to have a
Material Adverse Effect.


 


5.16.        Investment Company
Act.  Neither the Parent, the
Borrower nor any Subsidiary is an “investment company” or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of
1940, as amended.


 


5.17.        Insurance.  The Parent has caused the Borrower and each
Subsidiary to maintain with financially sound and reputable insurance companies
insurance on their Property in such amounts, subject to such deductibles and
self-insurance retentions and covering such properties and risks as is
consistent with sound business practice for Persons engaged in the same or
similar business and which are similarly situated to the Borrower.


 


46

















 


5.18.        Solvency.  After giving effect to (i) the Credit
Extensions to be made on the Restatement Effective Date or such other date as
Credit Extensions requested hereunder are made, (ii) the other
transactions contemplated by this Agreement and the other Loan Documents, and (iii) the
payment and accrual of all transaction costs with respect to the foregoing, the
Parent and its Subsidiaries taken as a whole are Solvent.


 


5.19.        Collateral
Documents.  The Collateral Documents
create, as security for the obligations purported to be secured thereby, a
valid and enforceable interest in and Lien on all of the Properties covered
thereby in favor of the Agent, and upon the filing of any financing statements,
notices or mortgages contemplated thereby in the offices specified therein,
such Liens shall be superior to and prior to the right of all third Persons
(other than Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute
an agreement to subordinate any of the Liens of the Agent under the Loan
Documents to any Liens otherwise permitted under Section 6.15 (other than
Permitted Priority Liens)) and subject to no other Liens (other than Liens
permitted under Section 6.15).


 


5.20.        No Default or
Unmatured Default.  No Default or
Unmatured Default has occurred and is continuing.


 


ARTICLE VI


 


COVENANTS


 


During
the term of this Agreement, unless the Required Lenders shall otherwise consent
in writing:


 


6.1.          Financial
Reporting.  The Parent and the
Borrower will maintain, for itself and each Subsidiary, a system of accounting
established and administered in accordance with generally accepted accounting
principles, and the Borrower will furnish to the Agent (which shall furnish
copies to the Lenders via IntraLinks or other similar password protected,
restricted internet site):


 


6.1.1  Within 90 days after the close of each of the
Parent’s fiscal years (commencing with the fiscal year ending December 31,
2007), financial statements prepared in accordance with Agreement Accounting
Principles on a consolidated basis for itself and its Subsidiaries, including
balance sheets as of the end of such period, statements of income and
statements of cash flows, accompanied by (a) an audit opinion, unqualified
as to scope, of a nationally recognized firm of independent public accountants
or other independent public accountants reasonably acceptable to the Required
Lenders and (b) a certificate of said accountants that, in the course of
their examination necessary for their opinion, they have obtained no knowledge
of any Default under any of Sections 6.21 through 6.24 insofar as such Sections
relate to accounting matters, or if, in the opinion of such accountants, any
Default shall exist, stating the nature and status thereof.


 


6.1.2  Within 45 days after the close of the first
three (3) quarterly periods of each of the Parent’s fiscal years, for the
Parent and its Subsidiaries, consolidated unaudited


 


47

















 


balance
sheets as at the close of each such period and consolidated statements of
income and a statement of cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified as to fairness of
presentation, in all material respects, compliance with Agreement Accounting
Principles by its chief financial officer, controller or treasurer.


 


6.1.3  Together with (i) the financial
statements required under Sections 6.1.1 and 6.1.2, a compliance certificate in
substantially the form of Exhibit B signed by its chief financial officer,
controller or treasurer showing the calculations necessary to determine
compliance with this Agreement, which certificate shall also state that no
Default or Unmatured Default exists, or if any Default or Unmatured Default exists,
stating the nature and status thereof, and (ii) each compliance
certificate described in clause (i) relating to the financial statements
required under Section 6.1.1, supplements to the schedules to the Security
Agreement and the Intellectual Property Security Agreements reflecting any
matter hereafter arising which, if existing or occurring at the Restatement
Effective Date, would have been required to be set forth on the schedules
delivered as of the Restatement Effective Date, provided
that notwithstanding that any such supplement may disclose the existence or
occurrence of events, facts or circumstances which are either prohibited by the
terms of this Agreement or any other Loan Documents or which result in the
material breach of any representation or warranty, such supplement shall not be
deemed either an amendment thereof or a waiver of such breach unless expressly
consented to in writing by Agent and the requisite number of Lenders under Section 8.2,
and no such amendments, except as the same may be consented to in a writing
which expressly includes a waiver, shall be or be deemed a waiver by the Agent
or any Lender of any Default disclosed therein, and any items disclosed in any
such supplemental disclosures shall be included in the calculation of any
limits, baskets or similar restrictions contained in this Agreement or any of
the other Loan Documents.


 


6.1.4  Within 60 days after the close of each of the
Parent’s fiscal years, a copy of the plan and forecast consisting of a
projected balance sheet, income statements and cash flow statements, and any
narrative prepared with respect thereto, of the Parent and its Subsidiaries for
the upcoming fiscal year prepared in such detail as shall be reasonably
satisfactory to the Agent.


 


6.1.5  Within 270 days after the close of each
fiscal year of the Parent, if applicable, a copy of the actuarial report
showing the funding status of each Single Employer Plan as of the valuation
date occurring in such fiscal year, certified by an actuary enrolled under ERISA.


 


6.1.6  As soon as possible and in any event within
10 days after (i) the inception of any formal step to terminate any Plan,
other than a standard termination under Section 4041(b) of ERISA, (ii) a
contribution failure with respect to any Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA, or (iii) the making of any
application under Section 303 of ERISA for the waiver of the minimum
funding requirements under Section 302(a) of ERISA, notice of any
such event and the action which the Parent proposes to take with respect
thereto.


 


48

















 


6.1.7  As soon as possible and in any event within
10 days after receipt by the Parent, the Borrower or any Subsidiary, a copy of (a) any
notice or claim to the effect that the Parent, the Borrower or any Subsidiary
is or may be liable to any Person as a result of the release by the Parent, the
Borrower, any Subsidiary, or any other Person of any toxic or hazardous waste
or substance into the environment, and (b) any notice alleging any
violation of any Environmental Law by the Parent, the Borrower or any
Subsidiary, which, in either case, would reasonably be expected to have a
Material Adverse Effect.


 


6.1.8  Promptly upon the filing thereof, copies of
all registration statements and annual, quarterly, monthly or other regular
reports which the Parent, the Borrower or any Subsidiary publicly files with
the SEC.


 


6.1.9  Such other information (including
non-financial information) as the Agent or any Lender may from time to time
reasonably request.


 


6.2.          Use of Proceeds.  The Parent and the Borrower will, and will
cause each Subsidiary to, use the proceeds of the Credit Extensions for general
corporate purposes, including, without limitation, for working capital, Permitted
Acquisitions, distributions permitted under Section 6.10 and payment of
fees and expenses incurred in connection with this Agreement.  The Borrower shall use the proceeds of Credit
Extensions in compliance with all applicable legal and regulatory requirements
and any such use shall not result in a violation of any such requirements,
including, without limitation, Regulation U and X.


 


6.3.          Notice of Default.  Within five (5) Business Days after an
Authorized Officer becomes aware thereof, the Borrower will give notice in
writing to the Lenders of the occurrence of (i) any Default or Unmatured
Default and (ii) any other development, financial or otherwise, which
would reasonably be expected to have a Material Adverse Effect.


 


6.4.          Conduct of
Business.  The Parent and the
Borrower will, and will cause each Subsidiary to, carry on and conduct its
business in substantially the same fields of enterprise as conducted by the
Parent or its Subsidiaries as of the Restatement Effective Date and those
reasonably related thereto and reasonable extensions thereof, and do all things
necessary (subject to Section 6.11) to remain duly incorporated or
organized, validly existing and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization, as the case may
be, and remain qualified to do business and remain in good standing (to the
extent such concept applies to such entity) in all jurisdictions where the
nature of the business conducted by it makes such qualification necessary and
where failure to so qualify would reasonably be expected to have a Material
Adverse Effect.


 


6.5.          Taxes.  The Parent and the Borrower will, and will
cause each Subsidiary to, timely file complete and correct United States
federal and foreign, state and local tax returns required by law and pay when
due all taxes, assessments and governmental charges and levies upon it or its
income, profits or Property, except (i) those which are being contested in
good faith by appropriate proceedings and with respect to which adequate
reserves have been set aside in accordance with Agreement Accounting Principles
and with respect to which no Lien exists or (ii) those taxes, assessments,
charges and levies which by reason of the amount involved or the


 


49

















 


remedies
available to the applicable taxing authority would not reasonably be expected
to have a Material Adverse Effect.


 


6.6.          Insurance.  The Parent will cause the Borrower, and each
Subsidiary to, maintain with financially sound and reputable insurance
companies insurance on their Property in such amounts, subject to such
deductibles and self-insurance retentions, and covering such properties and
risks as is consistent with sound business practice for Persons engaged in the
same or similar business and which similarly situated to the Borrower, and the
Borrower will furnish to the Agent upon request full information as to the
insurance carried.  The Borrower shall
deliver to the Agent endorsements in form and substance acceptable to the Agent
(x) to all policies covering risk of loss or damage to tangible property
of the Parent, the Borrower and each Guarantor naming the Agent as loss payee
and (y) to all general liability and other liability policies naming the
Agent as an additional insured.  In the
event the Parent, the Borrower or any Subsidiary at any time or times hereafter
shall fail to obtain or maintain any of the policies or insurance required
herein or to pay any premium in whole or in part relating thereto, then the
Agent, without waiving or releasing any obligations or resulting Default
hereunder, may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay
such premiums.  All sums so disbursed by
the Agent shall constitute part of the Obligations, payable as provided in this
Agreement.


 


6.7.          Compliance with
Laws.  The Parent and the Borrower
will, and will cause each Subsidiary to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject including, without limitation, all Environmental Laws and Section 302
and Section 906 of the Sarbanes-Oxley Act of 2002, except where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.


 


6.8.          Maintenance of
Properties.  Subject to Section 6.12,
the Parent and the Borrower will, and will cause each Subsidiary to, do all
things necessary to maintain, preserve, protect and keep its Property used in
the operation of its business in good repair, working order and condition
(ordinary wear and tear and casualty excepted), and make all necessary and proper
repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times, except where the
failure to do so, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.


 


6.9.          Inspection;
Keeping of Books and Records.  The
Parent and the Borrower will, and will cause each Subsidiary to, permit upon
two (2) Business Days’ prior written notice to the Borrower (except when a
Default or Unmatured Default has occurred and is continuing, in which case no
prior notice will be required) the Agent and the Lenders (after notice to and
coordination with, the Agent), by their respective representatives and agents,
to inspect any of the Property, books and financial records of the Parent, the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Parent, the Borrower and each
Subsidiary, and to discuss the affairs, finances and accounts of the Parent,
the Borrower and each Subsidiary with, and to be advised as to the same by,
their respective officers at such reasonable times and intervals as the Agent
or any Lender may designate.  The
exercise of the rights under the preceding sentence (i) by or on behalf of
any Lender shall, unless occurring at a time when a Default or Unmatured
Default shall be continuing, be at such Lender’s expense and


 


50

















 


(ii) by
or on behalf of the Agent, other than the first such inspection occurring
during any calendar year or any inspections occurring at a time when a Default
or Unmatured Default is continuing, shall be at the Agent’s expense; all other
such inspections shall be at the Borrower’s expense.  The Parent and the Borrower shall keep and
maintain, and cause each of the Subsidiaries to keep and maintain, in all
material respects, complete, accurate and proper books of record and account in
which entries in conformity with Agreement Accounting Principles shall be made
of all dealings and transactions in relation to their respective businesses and
activities.  If a Default has occurred
and is continuing, the Parent and the Borrower, upon the Agent’s request, shall
turn over copies of any such records to the Agent or its representatives.


 


6.10.        Dividends.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, declare or pay any dividend or make any
distribution on its capital stock (other than dividends payable in its own
capital stock) or redeem, repurchase or otherwise acquire or retire any of its
capital stock at any time outstanding, except that (i) any Subsidiary of
the Borrower may declare and pay dividends or make distributions to the
Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary
of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its
shareholders generally so long as the Borrower or its respective Subsidiary
which owns the equity interest or interests in the Subsidiary paying such
dividends receives at least its proportionate share thereof, (iii) the
Borrower may declare and make dividends or distributions to the Parent to
enable the Parent to, and the Parent may (a) pay any income, franchise or
like taxes, (b) pay its operating expenses (including, without limitation,
legal, accounting, reporting, listing and similar expenses) in an aggregate
amount not exceeding $5,000,000 in any fiscal year (excluding in any event
non-cash charges related to employee compensation or compensation to
non-executive members of the Parent’s board of directors) and (c) so long
as no Default or Unmatured Default shall be continuing or result therefrom,
repurchase its common stock and warrants and/or redeem or repurchase vested
management options, in each case, from directors, officers and employees of the
Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured
Default shall be continuing or result therefrom, the Borrower may make
distributions to the Parent and the Parent may redeem, repurchase, acquire or
retire an amount of its capital stock or warrants or options therefor, or
declare and pay any dividend or make any distribution on its capital stock
(collectively, “Distributions”),
either (a) if at the time of making such Distribution the Leverage Ratio
(calculated on a pro forma basis based on the Parent’s most recent financial
statements delivered pursuant to Section 6.1 and giving effect to any
Permitted Acquisition since the date of such financial statements, such
Distribution and any Indebtedness incurred in connection therewith, all in
accordance with the terms of this Agreement) is less than or equal to 2.75 to
1.00, on an unlimited basis, and (b) if at the time of making such
Distribution the Leverage Ratio (calculated on a pro forma basis based on the
Parent’s most recent financial statements delivered pursuant to Section 6.1
and giving effect to any Permitted Acquisition since the date of such financial
statements, such Distribution and any Indebtedness incurred in connection
therewith, all in accordance with the terms of this Agreement) is greater than
2.75 to 1.00 in an amount not greater than the Maximum Payment Amount.


 


6.11.        Merger.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, merge or consolidate with or into any other
Person, except that:


 


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6.11.1  A Guarantor may merge into (i) the
Borrower, provided the Borrower shall be the
continuing or surviving corporation, or (ii) another Guarantor or any
other Person that becomes a Guarantor promptly upon the completion of the
applicable merger or consolidation.


 


6.11.2  A Subsidiary that is not a Guarantor and not
required to be a Guarantor may merge or consolidate with or into any other
Person; provided, however,
that if the equity interests of such Subsidiary have been pledged to the Agent
as Collateral, then such merger or consolidation shall not be permitted unless
such Subsidiary is the surviving entity of such merger or consolidation or the
equity interest of the surviving entity have been pledged to the Agent as
Collateral or such merger or consolidation is approved in writing by the Agent
prior to the consummation thereof.


 


6.11.3  The Borrower or any Subsidiary of the
Borrower may consummate any merger or consolidation in connection with any
Permitted Acquisition; provided that
in any such merger or consolidation to which the Borrower is a party, the
Borrower shall be the continuing or surviving corporation.


 


6.12.        Sale of Assets.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, lease, sell, transfer or otherwise dispose
of its Property to any other Person, except:


 


6.12.1  Sales of inventory in the ordinary course of
business.


 


6.12.2  A disposition of assets (i) by the
Parent or any Subsidiary to any Credit Party, (ii) by a Subsidiary that is
not a Guarantor and not required to be a Guarantor to any other Subsidiary, and
(iii) subject to Section 6.24, by any Credit Party to any Foreign
Subsidiary.


 


6.12.3  A disposition of (i) obsolete property,
property no longer used in the business of the Parent, the Borrower or any
Subsidiary or other assets in the ordinary course of business of the Parent,
the Borrower or any Subsidiary and (ii) the properties identified on
Schedule 6.12.


 


6.12.4  A disposition of assets for an aggregate
purchase price of up to $350,000,000 at any one time outstanding pursuant to,
and in accordance with, Receivables Purchase Facilities unless (a) a
Default has occurred and is continuing under Sections 7.6 or 7.7, or (b) the
Agent shall have given written notice to the Borrower prohibiting dispositions
under this Section 6.12 following the occurrence and during the
continuance of a Default under clauses (i), (ii) or, solely with respect
to interest, (iii) of Section 7.2.


 


6.12.5  Transfers of condemned Property to the
respective governmental authority or agency that has condemned the same
(whether by deed in lieu of condemnation or otherwise), and the transfer of
Properties that have been subject to a casualty to the respective insurer (or
its designee) of such Property as part of an insurance settlement.


 


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6.12.6  The license or sublicense of software,
trademarks, and other intellectual property which do not materially interfere
with the business of the Parent and its Subsidiaries, taken as a whole.


 


6.12.7  Consignment arrangements (as consignor or
consignee) or similar arrangements for the sale of goods in the ordinary course
of business of the Parent and its Subsidiaries, taken as a whole.


 


6.12.8  The discount or sale, in each case without
recourse and in the ordinary course of business, of receivables more than 90
days overdue and arising in the ordinary course of business, but only in
connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of
receivables).


 


6.12.9  Leases or subleases or licenses of real
property to other Persons not materially interfering with the business of the
Parent and its Subsidiaries, taken as a whole.


 


6.12.10  Leases, sales or other dispositions of its
Property that (i) are for consideration consisting at least seventy-five
percent (75%) of cash, (ii) are for not less than fair market value, and (iii) together
with all other Property of the Parent, the Borrower and the Subsidiaries
previously leased, sold or disposed of (other than dispositions otherwise
permitted by this Section 6.12) as permitted by this Section 6.12.10
during the twelve-month period ending with the month in which any such lease,
sale or other disposition occurs, do not exceed $30,000,000 in the aggregate.


 


6.12.11  Dispositions of Cash Equivalent Investments
in the ordinary course of business.


 


6.12.12  Dispositions of shares of the Parent’s
capital stock that have been repurchased by the Parent and held in treasury.


 


6.13.        Investments and
Acquisitions.  The Parent and the Borrower
will not, nor will they permit any Subsidiary to, make or suffer to exist any
Investments (including without limitation, loans and advances to, and other
Investments in, Subsidiaries), or to create any Subsidiary or to become or
remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:


 


6.13.1  Cash and Cash Equivalent Investments.


 


6.13.2  Existing Investments in Subsidiaries and
other Investments in existence on the Restatement Effective Date and described
in Schedule 6.13 and any renewal or extension of any such Investments that does
not increase the amount of the Investment being renewed or extended as
determined as of such date of renewal or extension.


 


6.13.3  Investments in trade receivables or received
in connection with the bankruptcy or reorganization of suppliers and customers
and in settlement of delinquent


 


53

















 


obligations
of, and other disputes with, customers and suppliers arising in the ordinary
course of business.


 


6.13.4  Investments consisting of intercompany loans
permitted under Section 6.14.6.


 


6.13.5  Acquisitions meeting the following
requirements or otherwise approved by the Required Lenders (each such
Acquisition constituting a “Permitted Acquisition”):


 


(i)                                     as of the date of the consummation of such Acquisition, no Default or
Unmatured Default shall have occurred and be continuing or would result from
such Acquisition, and the representation and warranty contained in Section 5.11
shall be true both before and after giving effect to such Acquisition;


 


(ii)                                  such Acquisition is initiated by Borrower and consummated on a
non-hostile basis and consummated pursuant to a negotiated acquisition
agreement approved by the board of directors or other applicable governing body
of the seller or entity to be acquired;


 


(iii)                               the business to be acquired in such Acquisition is similar or reasonably
related to one or more of the lines of business in which the Parent, the
Borrower and the Subsidiaries are engaged on the Restatement Effective Date;


 


(iv)                              as of the date of the consummation of such Acquisition, all material
governmental and corporate approvals required in connection therewith shall
have been obtained;


 


(v)                                 with respect to each Permitted Acquisition with respect to which the
Purchase Price shall be greater than $75,000,000, not less than ten (10) days
prior to the consummation of such Permitted Acquisition, the Borrower shall
have delivered to the Agent a pro forma consolidated balance sheet, income
statement and cash flow statement of the Parent and the Subsidiaries (the “Acquisition
Pro Forma”), based on the Parent’s most recent financial statements delivered
pursuant to Section 6.1 and taking into account such Permitted Acquisition
(including, for purposes of Consolidated EBITDA, factually supportable and
identifiable costs savings and expenses, in accordance with Regulation S-X
under the Securities Act  of 1933 and
satisfactory to the Agent), the funding of all Credit Extensions in connection
therewith (and the use of the proceeds thereof) and the repayment of any
Indebtedness in connection with such Permitted Acquisition, and such
Acquisition Pro Forma shall reflect that, on a pro forma basis, the Parent
would have been in compliance with the financial covenants set forth in
Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the
compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3
prior to the consummation of such Permitted Acquisition (giving effect to each
of the adjustments described above as if made on the first day of such period);
and


 


(vi)                              prior to, or with respect to clauses (A) and (B) below,
concurrently with, the consummation of, each such Permitted Acquisition, the
Borrower shall deliver to


 


54

















 


the Agent a
documentation, information and certification package in form and substance
reasonably acceptable to the Agent, including, without limitation;


 


(A)                              in the case of an Acquisition
by or of a Domestic Subsidiary, the Collateral Documents necessary for the
perfection of a first priority security interest (subject to Liens permitted
under Section 6.15, provided that
nothing herein shall be deemed to constitute an agreement to subordinate any of
the Liens of the Agent under the Loan Documents to any Liens otherwise
permitted under Section 6.15 (other than Permitted Priority Liens)) in all
of the assets to be acquired or the equity interests and assets of the entity
to be acquired, or, in the case of the Acquisition of a Material Foreign
Subsidiary, all of the applicable Collateral Documents required by Section 6.23,
together with opinions of counsel, if requested by the Agent, in each case in
form and substance reasonably acceptable to the Agent;


 


(B)                                a supplement to the Guaranty
if the Permitted Acquisition is an Acquisition of equities and the target
company would qualify as a Domestic Subsidiary after the Acquisition but will
not be merged with the Borrower or any existing Domestic Subsidiary;


 


(C)                                with respect to each
Permitted Acquisition the Purchase Price of which shall be greater than
$75,000,000, the financial statements of the target entity, if any, delivered
by the seller(s) to the purchaser;


 


(D)                               a copy of the acquisition
agreement for such Acquisition, together with drafts of the material schedules
thereto;


 


(E)                                 a copy of all documents,
instruments and agreements with respect to any Indebtedness to be incurred or
assumed in connection with such Acquisition; and


 


(F)                                 such other documents or
information as shall be reasonably requested by the Agent or any Lender.


 


6.13.6  Investments constituting promissory notes and
other non-cash consideration received in connection with any transfer of assets
permitted under Section 6.12.10.


 


6.13.7  Investments (x) constituting customer
advances not to exceed $20,000,000 at any one time outstanding and (y) arising
as a result of any required payment under any Permitted Customer Financing
Guaranty.


 


6.13.8  Extensions of trade credit in the ordinary
course of business consistent with the Parent’s, the Borrower’s and the
Subsidiaries’ past practices.


 


6.13.9  Investments constituting Rate Management
Transactions permitted under Section 6.17.


 


55

















 


6.13.10  [Reserved].


 


6.13.11  Subject to Section 6.24, the creation or
formation of new Subsidiaries (as opposed to the Acquisition of new
Subsidiaries), so long as all applicable requirements under Section 6.23
shall have been, or concurrently therewith are, satisfied.


 


6.13.12  Investments constituting expenditures for any
purchase or other acquisition of any asset which would be classified as a fixed
or capital asset on a consolidated balance sheet of the Parent and its
Subsidiaries prepared in accordance with Agreement Accounting Principles to the
extent otherwise permitted under this Agreement.


 


6.13.13  Investments by (i) the Parent and its
Subsidiaries in any Credit Party, (ii) any Subsidiary which is not a
Guarantor and is not required to be a Guarantor in any other Subsidiary which
is not a Guarantor and is not required to be a Guarantor and (iii) subject
to Section 6.24, any Credit Party in any Foreign Subsidiary.


 


6.13.14  Deposits made in the ordinary course of
business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7.


 


6.13.15  Investments in connection with any
Receivables Purchase Facility permitted under this Agreement.


 


6.13.16  Additional Investments in an amount not to
exceed $40,000,000 at any one time outstanding.


 


6.14.        Indebtedness.  The Parent and the Borrower will not, nor will
they permit any Subsidiary to, create, incur or suffer to exist any
Indebtedness, except:


 


6.14.1  The Obligations.


 


6.14.2  Indebtedness existing on the Restatement
Effective Date and described in Schedule 6.14, and any replacement, renewal,
refinancing or extension of any such Indebtedness that (i) does not exceed
the aggregate principal amount (plus accrued interest and any applicable
premium and associated fees and expenses) of the Indebtedness being replaced,
renewed, refinanced or extended, (ii) does not have a Weighted Average
Life to Maturity at the time of such replacement, renewal, refinancing or
extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended and (iii) does
not rank at the time of such replacement, renewal, refinancing or extension
senior to the Indebtedness being replaced, renewed, refinanced or extended.


 


6.14.3  Indebtedness arising under Rate Management
Transactions.


 


6.14.4  Amounts owing under Receivables Purchase
Facilities which in the aggregate at any time do not exceed $350,000,000.


 


56

















 


6.14.5  Secured or unsecured purchase money
Indebtedness (including Capitalized Leases) incurred by the Parent, the
Borrower or any Subsidiary after the Restatement Effective Date to finance the
acquisition of assets used in its business, if (i) such Indebtedness does
not exceed the lower of the fair market value or the cost of the applicable
fixed assets (and related services purchased and ancillary expenses incurred in
connection therewith) on the date acquired, (ii) such Indebtedness does
not exceed $25,000,000 in the aggregate outstanding at any time, and (iii) any
Lien securing such Indebtedness is permitted under Section 6.15 (such
Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”).


 


6.14.6  Indebtedness arising from intercompany loans
and advances made by (i) the Parent or any Subsidiary to any Credit Party,
(ii) any Subsidiary that is not a Guarantor to any other Subsidiary that
is not a Guarantor, (iii) subject to Section 6.24, any Credit Party
to any Foreign Subsidiary; provided that
all such Indebtedness shall be expressly subordinated to the Secured
Obligations.


 


6.14.7  Indebtedness incurred or assumed by the
Parent, the Borrower or any Subsidiary in connection with a Permitted
Acquisition but not created in contemplation of such event.


 


6.14.8  Indebtedness constituting Contingent Obligations
otherwise permitted by Section 6.19.


 


6.14.9  Indebtedness under (i) performance bonds
and surety bonds and (ii) bank overdrafts outstanding for not more than
two (2) Business Days, in each case incurred in the ordinary course of
business.


 


6.14.10  To the extent the same constitutes
Indebtedness, obligations in respect of earn-out arrangements permitted
pursuant to a Permitted Acquisition.


 


6.14.11  Subordinated Indebtedness (including (a) senior
subordinated debentures or notes (which may be guaranteed by the Parent and the
Borrower’s Subsidiaries) issued to finance the Purchase Price of any Permitted
Acquisition and (b) Indebtedness of the Borrower and its Subsidiaries
owing to the seller in any Permitted Acquisition), so long as (i) no
Default or Unmatured Default shall be continuing as of the date of issuance
thereof and the Borrower shall have delivered to the Agent a pro forma
consolidated balance sheet, income statement and cash flow statement of the
Parent and the Subsidiaries (the “Debt Incurrence Pro Forma”), based on the
Parent’s most recent financial statements delivered pursuant to Section 6.1
and taking into account the issuance of such Indebtedness (and the use of the
proceeds thereof), and such Debt Incurrence Pro Forma shall reflect that, on a
pro forma basis, the Parent would have been in compliance with the financial
covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter
period reflected in the compliance certificate most recently delivered to the
Agent pursuant to Section 6.1.3 prior to the issuance and use of the
proceeds of such Indebtedness (giving effect to the issuance of such
Indebtedness (and the use of the proceeds thereof) as if made on the first day
of such period) and (ii) such subordinated Indebtedness is unsecured,
shall have a maturity date no earlier than the Facility


 


57

















 


Termination
Date, shall not provide for any voluntary or mandatory principal prepayments or
amortization prior to the Facility Termination Date, and shall have terms in
respect of interest rate, covenants, defaults and subordination reasonably
acceptable to the Agent.


 


6.14.12  Indebtedness in an aggregate outstanding
principal amount not to exceed $200,000,000 at any time so long as (i) no
Default or Unmatured Default shall be continuing as of the date of issuance
thereof and the Borrower shall have delivered to the Agent a Debt Incurrence
Pro Forma, based on the Parent’s most recent financial statements delivered
pursuant to Section 6.1 and taking into account the issuance of such
Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence
Pro Forma shall reflect that, on a pro forma basis, the Parent would have been
in compliance with the financial covenants set forth in Sections 6.20 and 6.21
for the four fiscal quarter period reflected in the compliance certificate most
recently delivered to the Agent pursuant to Section 6.1.3 prior to the
issuance and use of the proceeds of such Indebtedness (giving effect to the
issuance of such Indebtedness (and the use of the proceeds thereof) as if made
on the first day of such period) and (ii) such Indebtedness shall have a
maturity date no earlier than the Facility Termination Date, shall not provide
for any mandatory principal prepayments or amortization prior to the Facility
Termination Date, and if secured, the holders of such Indebtedness shall have
entered into an intercreditor agreement in form and substance reasonably
acceptable to the Agent.


 


6.14.13  Additional Indebtedness (including
Indebtedness arising from agreements with any governmental authority or public
subdivision or agency thereof relating to the construction of buildings, and
the purchase and installation of equipment, to be used in the business of the
Parent and its Subsidiaries) in an aggregate outstanding principal amount not
to exceed $40,000,000 at any time.


 


6.15.        Liens.  The Parent and the Borrower will not, nor
will they permit any Subsidiary to, create, incur, or suffer to exist any Lien
in, of or on the Property of the Parent, the Borrower or any Subsidiary,
except:


 


6.15.1  Liens, if any, securing Secured Obligations.


 


6.15.2  Liens for taxes, assessments or governmental
charges or levies on its Property to the extent non-payment of such taxes is
otherwise permitted by this Agreement.


 


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


 


58

















 


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


 


6.15.5  Liens existing on the Restatement Effective
Date and described in Schedule 6.15.


 


6.15.6  Deposits securing liability to insurance
carriers under insurance or self-insurance arrangements.


 


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


 


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


 


6.15.9  Liens arising by reason of any judgment,
decree or order of any court or other governmental authority, but only to the
extent and for an amount and for a period not resulting in Default under Section 7.8.


 


6.15.10  Liens arising in connection with a
Receivables Purchase Facility permitted under Section 6.14.4.


 


6.15.11  Liens existing on any specific fixed asset of
any Subsidiary of the Borrower at the time such Subsidiary becomes a Subsidiary
and not created in contemplation of such event.


 


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


 


6.15.13  Liens existing on any specific fixed asset of
any Subsidiary of the Borrower at the time such Subsidiary is merged or
consolidated with or into the Borrower or any other Subsidiary and not created
in contemplation of such event.


 


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


 


6.15.15  Liens arising out of the refinancing,
extension, renewal or refunding of any Indebtedness secured by any Lien
permitted under Sections 6.15.5 and 6.15.11


 


59

















 


through
6.15.14; provided that (i) such Indebtedness
is not secured by any additional assets, other than improvements thereon and
proceeds thereof, and (ii) the amount of such Indebtedness secured by any
such Lien is not increased.


 


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


 


6.15.17  Liens in respect of Capitalized Lease
Obligations to the extent permitted hereunder and Liens arising under any
equipment, furniture or fixtures leases or Property consignments to the Parent,
the Borrower or any Subsidiary for which the filing of a precautionary
financing statement is permitted under the Collateral Documents.


 


6.15.18  Licenses, leases or subleases granted to
others in the ordinary course of business consistent with the Parent’s, the
Borrower’s and the Subsidiaries’ past practices that do not materially
interfere with the conduct of the business of the Parent, the Borrower and the
Subsidiaries taken as a whole.


 


6.15.19  Statutory and contractual landlords’ Liens
under leases to which the Parent, the Borrower or any Subsidiary is a party.


 


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


 


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


 


6.15.22
 Any interest or title of a lessor,
sublessor, licensee or licensor under any lease or license agreement permitted
by this Agreement.


 


6.15.23  Liens encumbering cash deposits in an amount
not to exceed $30,000,000 to secure Permitted Customer Financing Guarantees.


 


6.15.24  Liens not otherwise permitted under this Section 6.15
to the extent attaching to Properties and assets with an aggregate fair market
value not in excess of, and securing liabilities not in excess of $15,000,000,
in the aggregate at any one time outstanding.


 


6.15.25  Liens securing Indebtedness permitted under Section 6.14.12,
so long as the Secured Obligations shall be secured by a Lien on all Property
and assets securing such Indebtedness.


 


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6.15.26  Liens on shares of the Parent’s capital stock
that have been repurchased by the Parent and held in treasury.


 


6.16.        Affiliates.  Except as otherwise permitted by this
Agreement, the Parent and the Borrower will not enter into, directly or indirectly,
or permit any Subsidiary to enter into, directly or indirectly, any transaction
(including, without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate (other than
the Parent and, subject to Section 6.24, its Subsidiaries) except in the
ordinary course of business and pursuant to the reasonable requirements of the
Parent’s, the Borrower’s or such Subsidiary’s business and upon fair and
reasonable terms no less favorable to the Parent, the Borrower or such
Subsidiary than the Parent, the Borrower or such Subsidiary would obtain in a
comparable arm’s-length transaction, except that any Affiliate who is an
individual may serve as a director, officer, employee or consultant of the
Parent or any of its Subsidiaries and may receive reasonable compensation for
his or her services in such capacity.


 


6.17.        Financial
Contracts.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to, enter into or remain
liable upon any Rate Management Transactions except for those entered into (i) by
the Borrower and it Subsidiaries in the ordinary course of business for bona
fide hedging purposes and not for speculative purposes and (ii) by any SPV
in connection with a Receivables Purchase Facility permitted hereunder.


 


6.18.        Subsidiary
Covenants.  The Parent and the
Borrower will not, and will not permit any Subsidiary (other than any SPV) to,
create or otherwise cause to become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to
pay dividends or make any other distribution on its stock, (ii) to pay any
Indebtedness or other obligation owed to the Parent, the Borrower or any
Subsidiary, (iii) to make loans or advances or other Investments in the
Parent, the Borrower or any Subsidiary, or (iv) to sell, transfer or
otherwise convey any of its property to the Parent, the Borrower or any
Subsidiary, except for such encumbrances or restrictions existing under or by
reason of (a) this Agreement and the other Loan Documents, (b) documents
governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13,
(c) customary provisions restricting subletting or assignment of any lease
governing any leasehold interest of the Parent or any of its Subsidiaries, (d) customary
provisions restricting assignment of any licensing agreement or other contract
entered into by Parent and its Subsidiaries in the ordinary course of business,
(e) restrictions on the transfer of any asset pending the close of the
sale of such asset, (f) restrictions on the transfer of any assets subject
to a Lien permitted by Section 6.15, (g) any encumbrance or
restriction entered into by a Subsidiary prior to the date such Subsidiary was
acquired by the Parent or the Borrower, which encumbrance or restriction does
not relate to any Person other than such Subsidiary, and which encumbrance or
restriction was not created in contemplation of such acquisition and (h) restrictions
on the transfer of any shares of the Parent’s capital stock that have been
repurchased by the Parent and held in treasury.


 


6.19.        Contingent
Obligations.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to, make or suffer to
exist any Contingent Obligation (including, without limitation, any Contingent
Obligation with respect to the obligations of a Subsidiary), except Contingent
Obligations arising with respect to (i) this Agreement and the other Loan
Documents, (ii) customary indemnification obligations in favor of
purchasers in connection with asset


 


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dispositions
permitted hereunder, (iii) customary indemnification obligations under
such Person’s charter and bylaws (or equivalent formation documents), (iv) indemnities
in favor of the Persons issuing title insurance policies insuring the title to
any property, (v) guarantees of (a) real property leases and (b) personal
property Operating Leases, in each case entered into in the ordinary course of
business by the Parent or any of the Subsidiaries, (vi) other Contingent
Obligations constituting guarantees of Indebtedness permitted under Section 6.14,
provided that to the extent such
Indebtedness is subordinated to the Secured Obligations each such Contingent
Obligation shall be subordinated to the Secured Obligations on terms reasonably
acceptable to the Agent, (vii) non-financial indemnities and guarantees of
performance made in the ordinary course of business by the Parent or any
Subsidiary that would not, individually or in the aggregate, have a Material
Adverse Effect and (viii) Permitted Customer Financing Guarantees.


 


6.20.        Leverage Ratio.  The Parent and the Borrower will not permit
the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal
quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated
EBITDA for the then most-recently ended four fiscal quarters to be greater than
3.25 to 1.00.  The Leverage Ratio shall
be calculated as of the last day of each fiscal quarter of the Parent based
upon (a) for Consolidated Funded Indebtedness, Consolidated Funded
Indebtedness as of the last day of each such fiscal quarter and (b) for
Consolidated EBITDA, the actual amount as of the last day of each fiscal
quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be
calculated, with respect to Permitted Acquisitions, on a pro forma basis
reasonably satisfactory to the Agent, broken down by fiscal quarter in the
Parent’s reasonable judgment.


 


6.21.        Minimum
Consolidated Net Worth.  The Parent
and the Borrower will at all times maintain positive Consolidated Net Worth
which shall not be less than (i) $550,000,000 minus (ii) amounts
expended by Parent on or after July 1, 2007 in connection with repurchases
or redemptions of its capital stock under Section 6.10  plus (iii) 50% of Consolidated
Net Income  (if positive)  earned in each fiscal quarter beginning
with the fiscal quarter ending June 30, 2007, plus (iv) 50% of
the net cash proceeds resulting from issuances of the Parent’s or any
Subsidiary’s capital stock from and after the Restatement Effective Date.


 


6.22.        Capital
Expenditures.  The Parent and the
Borrower will not, nor will they permit any Subsidiary to expend, for
Consolidated Capital Expenditures in the acquisition of fixed assets in any
fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of (i) $75,000,000
for the period from January 1, 2007 through December 31, 2007; and (ii) $75,000,000
for the period from January 1 through December 31 for each fiscal
year thereafter, plus any amount permitted to be expended in the immediately
preceding fiscal year (pursuant to the absolute dollar limitation for such
preceding fiscal year and not pursuant to any carryover provision from a prior
fiscal year) but not expended.


 


6.23.        Subsidiary
Collateral Documents; Subsidiary Guarantors.  The Parent and the Borrower shall execute or
shall cause to be executed:


 


(i)            on the date any
Person becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic
Subsidiary, (a) a supplement to the Security Agreement in favor of the
Agent for the benefit of the Holders of Secured Obligations with respect to all
of the equity interests of such Person owned by the Parent and its Domestic
Subsidiaries; (b)


 


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a supplement to the Guaranty pursuant to which such
Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a
supplement to the Security Agreement pursuant to which such Domestic Subsidiary
(other than an SPV) shall become a grantor thereunder and the other documents
required thereby; (d) Intellectual Property Security Agreements with
respect to such Domestic Subsidiary’s (other than an SPV) intellectual
property; and (e) Collateral Documents in respect of such Domestic
Subsidiary’s (other than an SPV) real property (other than leased property)
with a fair market value greater than or equal to $2,000,000, in each case to
provide the Agent with a first priority perfected security interest therein and
Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute
an agreement to subordinate any of the Liens of the Agent under the Loan
Documents to any Liens otherwise permitted under Section 6.15 (other than
Permitted Priority Liens));


 


(ii)           on the date any
Person becomes a Material Foreign Subsidiary, as soon as practicable but in any
event within thirty (30) days following the date on which such Person became a
Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of
the Agent for the benefit of the Holders of Secured Obligations with respect to
65% of all of the outstanding equity interests of such Material Foreign
Subsidiary; provided, however, in the event that any
such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in
connection with which all of the requirements of clause (i) above have
been satisfied, and the activities of such Guarantor are limited to owning the
equity interests of its Subsidiaries, then, the Agent, at its option, may waive
the requirement for the pledge of any of the equities of such Material Foreign
Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary
issues or causes to be issued equity interests, such that the aggregate amount
of the equity interests of Material Foreign Subsidiary pledged to the Agent for
the benefit of the Holders of Secured Obligations is less than 65% of all of
the outstanding equity interests of such Person, the Parent shall (A) promptly
notify the Agent of such deficiency and (B) deliver or cause to be
delivered any agreements, instruments, certificates and other documents as the
Agent may reasonably request all in form and substance reasonably satisfactory
to the Agent in order to cause all of the equities of such Material Foreign
Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65%
of all of the outstanding equities thereof) to be pledged to the Agent for the
benefit of the Holders of Secured Obligations; and


 


(iii)          in either such case
the Parent and the Borrower shall deliver or cause to be delivered to the Agent
all such pledge agreements, guarantees, security agreements and other
Collateral Documents, together with appropriate corporate resolutions and other
documentation (including opinions, if reasonably requested by the Agent, UCC
financing statements (and the Parent and the Borrower hereby authorize the
preparation and filing of all necessary UCC financing statements), real estate
title insurance policies, environmental reports, the stock certificates
representing the equities subject to such pledge, stock powers with respect
thereto executed in blank, and such other documents as shall be reasonably
requested to perfect the Lien of such pledge) in each case in form and
substance reasonably satisfactory to the Agent, and the Agent shall be
reasonably satisfied that it has a first priority perfected pledge of or charge
over the Collateral related thereto.


 


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6.24.        Foreign Subsidiary
Investments.  The Parent and the
Borrower will not, nor will they permit any other Credit Party to, enter into
or suffer to exist Foreign Subsidiary Investments at any time in an aggregate
amount greater than $40,000,000 (without giving effect to any revaluation for
currency fluctuations after the date any such Investment is made).


 


ARTICLE VII


 


DEFAULTS


 


The
occurrence of any one or more of the following events shall constitute a
Default:


 


7.1.          Any representation
or warranty made or deemed made by or on behalf of the Parent, the Borrower or
any Subsidiary to the Lenders or the Agent under or in connection with this
Agreement, any Credit Extension, or any certificate or information delivered in
connection with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made or deemed made.


 


7.2.          Nonpayment of (i) principal
of any Revolving Loan when due, (ii) any Reimbursement Obligation within
one Business Day after the same becomes due, or (iii) interest upon any
Revolving Loan or any Commitment Fee, LC Fee or other Obligations under any of
the Loan Documents within five (5) Business Days after such interest, fee
or other Obligation becomes due.


 


7.3.          The breach by (i) the
Parent or the Borrower of any of the terms or provisions of any of
Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive,
Sections 6.18 through 6.22, inclusive, or Section 6.24 or (ii) by any
Credit Party of any of the terms or provisions of any of Section 4.1.1 (to
the extent that the non-compliance therewith by such Credit Party would
independently give rise to a Default under clause (i) of this Section 7.3),
4.1.3 or clauses (i) or (ii) of Section 4.1.4 of the Security
Agreement.


 


7.4.          The breach by the Borrower
(other than a breach which constitutes a Default under another Section of
this Article VII) or any other Credit Party of any of the terms or
provisions of this Agreement or any other Loan Document to which it is a party
which is not remedied within (i) five (5) Business Days after the
occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty
(30) days after written notice from the Agent or any Lender to the Borrower of
any other such breach.


 


7.5.          Failure of the
Parent, the Borrower or any Subsidiary to pay when due any Material
Indebtedness (beyond the applicable grace period with respect thereto, if any);
or the default by the Parent, the Borrower or any Subsidiary in the performance
(beyond the applicable grace period with respect thereto, if any) of any term,
provision or condition contained in any agreement under which Material
Indebtedness is outstanding, or any other event shall occur or condition exist,
the effect of which default, event or condition is to cause, or to permit the
holder(s) of such Material Indebtedness or the lender(s) under any
such agreement to cause, such Material Indebtedness to become due prior to its
stated maturity or any commitment to lend under any such agreement to be
terminated prior to its stated expiration date; or any Material Indebtedness of
the Parent, the Borrower or any Subsidiary shall be declared to be due and


 


64

















 


payable
or required to be prepaid or repurchased (other than by a regularly scheduled
payment or specified mandatory prepayment) prior to the stated maturity
thereof; or the Parent, the Borrower or any Subsidiary shall not pay, or admit
in writing its inability to pay, its debts generally as they become due.


 


7.6.          Any Credit Party or
any Material Foreign Subsidiary shall (i) have an order for relief entered
with respect to it under the Federal bankruptcy laws as now or hereafter in
effect, (ii) make a general assignment for the benefit of creditors, (iii) apply
for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment
or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, (v) take any corporate
or partnership action to authorize or effect any of the foregoing actions set
forth in this Section 7.6 or (vi) fail to contest on a timely basis
in good faith any appointment or proceeding described in Section 7.7.


 


7.7.          Without the
application, approval or consent of any Credit Party or any Material Foreign
Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for such Credit Party or such Material Foreign Subsidiary or any
Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall
be instituted against any Credit Party or any Material Foreign Subsidiary and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 60 consecutive days.


 


7.8.          The Parent, the
Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise
discharge one or more (i) judgments or orders for the payment of money in
excess of $10,000,000 (or the equivalent thereof in currencies other than
Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect, which judgment(s), in any such case, is/are not (a) stayed
on appeal or otherwise being appropriately contested in good faith or (b) paid
in full or otherwise fully covered (subject to any applicable deductible) by
third-party insurers under the Parent’s or any Subsidiary’s insurance policies.


 


7.9.          Any formal step is
taken to terminate any Plan, other than a standard termination under Section 4041(b) of
ERISA, or a contribution failure has occurred with respect to any Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA.


 


7.10.        Any Change in Control
shall occur.


 


7.11.        The Parent or any
other member of the Controlled Group shall have been notified by the sponsor of
a Multiemployer Plan that it has incurred, pursuant to Section 4201 of
ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Parent or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $20,000,000.


 


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7.12.        The Parent or any
other member of the Controlled Group shall have been notified by the sponsor of
a Multiemployer Plan that such Multiemployer Plan is in reorganization or is
being terminated, within the meaning of Title IV of ERISA, if as a result of
such reorganization or termination the aggregate annual contributions of the
Parent and the other members of the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased, in the aggregate, over the amounts contributed to
such Multiemployer Plans for the respective plan years of such Multiemployer
Plans immediately preceding the plan year in which the reorganization or
termination occurs by an amount exceeding $20,000,000.


 


7.13.        The Parent, the
Borrower or any Subsidiary shall (i) be the subject of any proceeding or
investigation pertaining to the release by the Parent, the Borrower or any
Subsidiary or any other Person of any toxic or hazardous waste or substance
into the environment, or (ii) violate any Environmental Law, which, in the
case of an event described in clause (i) or clause (ii), has resulted in
liability to the Parent, the Borrower or any Subsidiary in an amount equal to
$20,000,000 or more, which liability is not paid, bonded or otherwise
discharged within 60 days or which is not stayed on appeal and being
appropriately contested in good faith.


 


7.14.        Any Loan Document
shall fail to remain in full force or effect against any Credit Party party
thereto (except to the extent such Credit Party has been released from its
obligations thereunder in accordance with this Agreement or such other Loan
Document or such Loan Document has expired or terminated in accordance with its
terms) or any Credit Party shall assert that its obligations thereunder are
discontinued, invalid or unenforceable for any reason (other than those
enumerated in the first parenthetical above); the Liens created by the Collateral
Documents shall at any time not constitute a valid and perfected Lien on the
Collateral intended to be covered thereby (to the extent perfection by filing,
registration, recordation, or possession is required herein or therein) in
favor of the Agent, having the priority contemplated by the Collateral
Documents (except to the extent such Liens have been released in accordance
with this Agreement or such other Loan Document)


 


7.15.        An event (such event,
an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the
investors or purchasers in respect of Off-Balance Sheet Liabilities of the
Parent, any Subsidiary or any SPV to require the amortization or liquidation of
such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance
Sheet Liability having an aggregate outstanding principal amount (or similar
outstanding liability) greater than or equal to $25,000,000 and (x) such
Off-Balance Sheet Trigger Event shall not be remedied or waived within the
later to occur of the tenth day after the occurrence thereof or the expiry date
of any grace period related thereto under the agreement evidencing such
Off-Balance Sheet Liabilities, or (y) such investors shall require the
amortization or liquidation of such Off-Balance Sheet Liabilities as a result
of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or
substitution of the Parent, any Subsidiary or any SPV as the servicer under the
agreements evidencing such Off-Balance Sheet Liabilities; provided, however,
that this Section 7.15 shall not apply on any date with respect to (a) any
voluntary request by the Parent, any Subsidiary or any SPV for an
above-described amortization or liquidation so long as the aforementioned
investors or purchasers cannot independently require on such date such
amortization or


 


66

















 


liquidation
or (b) any scheduled amortization or liquidation at the stated maturity of
the facility evidencing such Off-Balance Sheet Liabilities.


 


ARTICLE VIII


 


ACCELERATION,
WAIVERS, AMENDMENTS AND REMEDIES


 


8.1.          Acceleration.  (i) If any Default described in Section 7.6
or 7.7 occurs with respect to any Credit Party, the obligations of the Lenders
to make Revolving Loans hereunder and the obligation and power of the LC
Issuers to issue Facility LCs shall automatically terminate and the Secured
Obligations shall immediately become due and payable without any election or
action on the part of the Agent, any LC Issuer or any Lender, and the Borrower
will be and become thereby unconditionally obligated, without any further
notice, act or demand, to pay the Agent an amount in immediately available
funds, which funds shall be held in the Facility LC Collateral Account, equal
to (x) the amount of LC Obligations at such time minus (y) the
amount or deposit in the Facility LC Collateral Account at such time which is
free and clear of all rights and claims of third parties and has not been
applied against the Obligations (the “Collateral Shortfall Amount”).  If any other Default occurs, the Required
Lenders (or the Agent with the consent of the Required Lenders) may (a) terminate
or suspend the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuers to issue Facility LCs, or declare the
Secured Obligations to be due and payable, or both, whereupon, in the case of a
termination, the Secured Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower hereby expressly waives and/or (b) upon notice to the Borrower
and in addition to the continuing right to demand payment of all amounts
payable under this Agreement, make demand on the Borrower to pay, and the
Borrower will forthwith upon such demand and without any further notice or act
pay to the Agent the Collateral Shortfall Amount which funds shall be deposited
in the Facility LC Collateral Account.


 


(ii)           If at any time
while any Default is continuing, the Agent determines that the Collateral
Shortfall Amount at such time is greater than zero, the Agent may make demand
on the Borrower to pay, and the Borrower will, forthwith upon such demand and
without any further notice or act, pay to the Agent the Collateral Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral Account.


 


(iii)          The Agent may at
any time or from time to time after funds are deposited in the Facility LC
Collateral Account, apply such funds to the payment of the Secured Obligations
and any other amounts as shall from time to time have become due and payable by
the Borrower to the Lenders or the LC Issuers under the Loan Documents.


 


(iv)          At any time while
any Default is continuing, neither the Borrower nor any Person claiming on
behalf of or through the Borrower shall have any right to withdraw any of the
funds held in the Facility LC Collateral Account. After all of the Secured
Obligations have been paid in full in cash (or, with respect to any
Reimbursement Obligations, the Facility LCs have been returned and cancelled or
back-stopped to the Agent’s reasonable satisfaction) and the Aggregate
Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account


 


67

















 


shall
be returned by the Agent to the Borrower or paid to whomever may be legally
entitled thereto at such time.


 


(v)           If, after
acceleration of the maturity of the Obligations or termination of the
obligations of the Lenders to make Loans and the obligation and power of the LC
Issuers to issue Facility LCs hereunder as a result of any Default (other than
any Default as described in Section 7.6 or 7.7 with respect to any Credit
Party) and before any judgment or decree for the payment of the Obligations due
shall have been obtained or entered, the Required Lenders (in their sole
discretion) shall so direct, the Agent shall, by notice to the Borrower,
rescind and annul such acceleration and/or termination.


 


8.2.          Amendments.  Subject to the provisions of this Section 8.2,
the Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Parent and the Borrower may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Parent or
the Borrower hereunder or thereunder or waiving any Default hereunder or
thereunder; provided, however,
that no such supplemental agreement shall, without the consent of each Lender
affected thereby:


 


(i)            Extend the Facility
Termination Date, extend the final maturity of any Revolving Loan or extend the
expiry date of any Facility LC in respect of which the requirements of Section 2.20.11
shall not have been satisfied to a date after the Facility Termination Date, or
postpone any regularly scheduled payment of principal of any Revolving Loan or
forgive all or any portion of the principal amount thereof, or any
Reimbursement Obligation related thereto, or reduce the rate or extend the time
of payment of interest or fees thereon or Reimbursement Obligations related
thereto (other than a waiver of the application of the default rate of interest
or LC Fees pursuant to Section 2.11 hereof);


 


(ii)           Except as provided
in Section 2.21, increase the amount of the Commitment of any Lender hereunder;


 


provided, further,
however, that no such supplemental agreement shall, without the consent
of each Lender (which is not a defaulting Lender under the provisions of Sections
2.18 or 2.19(iv)):


 


(a)           (i) Reduce the
percentage specified in the definition of “Required Lenders” or any other
percentage of Lenders specified to be the applicable percentage in this
Agreement to act on specified matters or, (ii) other than to reflect the
issuance of Term Loans hereunder on a ratable basis, amend the definition of “Pro
Rata Share;


 


(b)           Permit the Borrower
to assign its rights or obligations under this Agreement;


 


(c)           Amend this Section 8.2
other than to reflect the issuance of Term Loans hereunder;


 


(d)           Other than in
connection with a transaction permitted under this Agreement, release the Agent’s
Lien on all or substantially all of the Collateral;


 


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(e)           Amend Section 11.2
in a manner that would alter the pro rata sharing of payments required thereby;
or


 


(f)            Other than in
connection with a transaction permitted under this Agreement, release the
Parent or any Guarantor from its obligations under the Guaranty.


 


No
amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent.  The Agent may waive payment of the fee
required under Section 12.3.3 without obtaining the consent of any other
party to this Agreement.  No amendment of
any provision of this Agreement relating to the Swing Line Lender or any Swing
Line Loan shall be effective without the written consent of the Swing Line
Lender.  No amendment of any provision of
this Agreement relating to any LC Issuer shall be effective without the written
consent of such LC Issuer.


 


8.3.          Preservation of
Rights.  No delay or omission of the
Lenders, the LC Issuers or the Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or Unmatured Default or the inability of the
Borrower to satisfy the conditions precedent to such Credit Extension shall not
constitute any waiver or acquiescence. 
Any single or partial exercise of any such right shall not preclude
other or further exercise thereof or the exercise of any other right, and no
waiver, amendment or other variation of the terms, conditions or provisions of
the Loan Documents whatsoever shall be valid unless in writing signed by, or by
the Agent with the consent of, the requisite number of Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth.  All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agent, the LC Issuers and the Lenders until all of
the Secured Obligations (other than contingent indemnity claims) have been paid
in full.


 


ARTICLE IX


 


GENERAL
PROVISIONS


 


9.1.          Survival of
Representations.  All representations
and warranties of the Parent and the Borrower contained in this Agreement shall
survive the making of the Credit Extensions herein contemplated.


 


9.2.          Governmental
Regulation.  Anything contained in
this Agreement to the contrary notwithstanding, neither any LC Issuer nor any
Lender shall be obligated to extend credit to the Borrower in violation of any
limitation or prohibition provided by any applicable statute or regulation.


 


9.3.          Headings.  Section headings in the Loan Documents
are for convenience of reference only, and shall not govern the interpretation
of any of the provisions of the Loan Documents.


 


9.4.          Entire Agreement.  The Loan Documents embody the entire
agreement and understanding among the Borrower, the Parent, the Agent, the LC
Issuers and the Lenders and supersede all prior agreements and understandings
among the Borrower, the Parent, the Agent,


 


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the
LC Issuers and the Lenders relating to the subject matter thereof other than
those contained in the fee letter described in Section 10.13 which shall
survive and remain in full force and effect during the term of this Agreement.


 


9.5.          Several
Obligations; Benefits of this Agreement. 
The respective obligations of the Lenders hereunder are several and not
joint and no Lender shall be the partner or agent of any other (except to the
extent to which the Agent is authorized to act as such).  The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder.  This Agreement
shall not be construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective successors and
assigns, provided, however, that
the parties hereto expressly agree that the Arranger shall enjoy the benefits
of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically
set forth therein and shall have the right to enforce such provisions on its
own behalf and in its own name to the same extent as if it were a party to this
Agreement.


 


9.6.          Expenses;
Indemnification.


 


(i)                                     The Borrower shall reimburse the Agent and the Arranger for any
reasonable out-of-pocket expenses (including reasonable outside attorneys’ and
paralegals’ fees and expenses of and fees for other advisors and professionals
engaged by the Agent or the Arranger and, unless a Default shall be continuing,
with the consent of the Borrower), but excluding any costs, charges or expenses
with respect to taxes and amounts relating thereto (payment with respect to
which shall be governed solely and exclusively by Section 3.5), paid or
incurred by the Agent or the Arranger in connection with the investigation,
preparation, negotiation, documentation, execution, delivery, syndication,
distribution (including, without limitation, via the internet), review,
amendment, modification and administration of the Loan Documents.  The Borrower also agrees to reimburse the
Agent, the Arranger, the LC Issuers and the Lenders for any out-of-pocket
expenses (including outside attorneys’ and paralegals’ fees and expenses of
outside attorneys and paralegals for the Agent, the Arranger, the LC Issuers
and the Lenders, but only to the extent such fees and disbursements were
incurred by attorneys in a single law firm (and any replacement or successor
firm thereof) selected by the Agent), but excluding any costs, charges or
expenses with respect to taxes and amounts relating thereto (payment with
respect to which shall be governed solely and exclusively by Section 3.5),
paid or incurred by the Agent, the Arranger, any LC Issuer or any Lender in
connection with the collection and enforcement of the Loan Documents.


 


(ii)                                  The Borrower hereby further agrees to indemnify the Agent, the Arranger,
each LC Issuer, each Lender, their respective affiliates, and each of their
directors, officers, employees, trustees, investment advisors, attorneys,
advisors and agents against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor whether or not the Agent, the Arranger, any
LC Issuer, any Lender or any affiliate is a party thereto, and all outside
attorneys’ and paralegals’ fees and expenses of outside attorneys and
paralegals of the party seeking indemnification), but


 


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excluding any
losses, claims, damages, penalties, judgments, liabilities and expenses with
respect to taxes and amounts related thereto (payment with respect to which
shall be governed solely and exclusively by Section 3.5), which any of
them may pay or incur arising out of or relating to this Agreement, the other
Loan Documents, the transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Credit Extension
hereunder except to the extent that they have resulted from the gross
negligence or willful misconduct or solely by reason of the breach of the
express terms of this Agreement of the party seeking indemnification.  The obligations of the Borrower under this Section 9.6
shall survive the termination of this Agreement.


 


9.7.          Numbers of
Documents.  All statements, notices,
closing documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agent may furnish one to each of the
Lenders, to the extent that the Agent deems necessary.


 


9.8.          Accounting.  Except as provided to the contrary herein,
all accounting terms used in the calculation of any financial covenant or test
shall be interpreted and all accounting determinations hereunder in the
calculation of any financial covenant or test shall be made in accordance with
Agreement Accounting Principles.


 


9.9.          Severability of
Provisions.  Any provision in any
Loan Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.


 


9.10.        Nonliability of
Lenders.  The relationship between
the Borrower on the one hand and the Lenders, the LC Issuers and the Agent on
the other hand shall be solely that of borrower and lender.  Neither the Agent (except to the limited
extent as provided by Section 12.3.4 relating to maintaining the
Register), the Arranger, the LC Issuers nor any Lender shall have any fiduciary
responsibilities to the Borrower or any other Credit Party.  Neither the Agent, the Arranger, the LC
Issuers nor any Lender undertakes any responsibility to the Borrower or any
other Credit Party to review or inform any Credit Party of any matter in
connection with any phase of any Credit Party’s business or operations.  Each of the Parent and the Borrower agrees
that neither the Agent, the Arranger, the LC Issuers nor any Lender shall have
liability to the Parent or the Borrower (whether sounding in tort, contract or
otherwise) for losses suffered by the Parent or the Borrower in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of, or solely by
reason of the breach of the express terms of the Loan Documents by, the party
from which recovery is sought.  Neither
the Agent, the Arranger, the LC Issuers nor any Lender shall have any liability
with respect to, and each of the Parent and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect, consequential or
punitive damages suffered by the Parent, the Borrower or any Subsidiary in
connection with, arising out of, or in any way related to the Loan Documents or
the transactions contemplated thereby.


 


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9.11.        Confidentiality.  Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement
in confidence in accordance with its respective customary practices (but in any
event in accordance with reasonable confidentiality practices), except for
disclosure (i) to its Affiliates and to other Lenders and their respective
Affiliates, for use solely in connection with the transactions contemplated
hereby, (ii) to legal counsel, accountants, and other professional
advisors to such Lender or to a Transferee who are expected to be involved in
the evaluation of such information in connection with the transactions
contemplated hereby, in each case which have been informed as to the
confidential nature of such information, (iii) to regulatory officials
having jurisdiction over it, (iv) to any Person as required by law,
regulation, or legal process in respect of which, to the extent permitted by
applicable law, such Lender shall have used commercially reasonable efforts to
give the Borrower reasonable prior notice and the opportunity to contest such
disclosure, (v) of information that presently or hereafter becomes
available to such Lender on a non-confidential basis from a source other than
the Parent and its Subsidiaries and other than as a result of disclosure not
otherwise permitted by this Section 9.11, (vi) to any Person in
connection with any legal proceeding to which such Lender is a party, (vii) to
such Lender’s direct or indirect contractual counterparties in credit
derivative transactions or to legal counsel, accountants and other professional
advisors to such counterparties, in each case which have been informed as to
the confidential nature of such information and agree to be bound by this Section 9.11
or other similar terms of confidentiality, (viii) permitted by Section 12.4
and (ix) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Credit Extensions hereunder.  Notwithstanding anything to the contrary set
forth herein or in any other agreement to which the parties hereto are parties
or by which they are bound, the obligations of confidentiality contained herein
and therein (the “Confidentiality Obligations”), as they relate to the
transactions contemplated by this Agreement, shall not apply to the “tax
structure” or “tax treatment” of the transactions contemplated by this
Agreement (as these terms are used in Section 1.6011-4(b)(3) (or any
successor provision) of the Treasury Regulations (the “Confidentiality
Regulation”) promulgated under Section 6011 of the Internal Revenue Code
of 1986, as amended); and each party hereto (and any employee, representative,
or agent of any party hereto) may disclose to any and all persons, without
limitation of any kind, the “tax structure’’ and “tax treatment” of the
transactions contemplated by this Agreement (as these terms are defined in the
Confidentiality Regulation).  In
addition, each party hereto acknowledges that it has no proprietary or
exclusive rights to any tax matter or tax idea related to the transactions
contemplated by this Agreement.


 


9.12.        Lenders Not
Utilizing Plan Assets.  Each Lender
and Designated Lender represents and warrants that none of the consideration
used by such Lender or Designated Lender to make its Loans constitutes for any
purpose of ERISA or Section 4975 of the Code assets of any “plan” as
defined in Section 3(3) of ERISA or Section 4975 of the Code and
the rights and interests of such Lender or Designated Lender in and under the
Loan Documents shall not constitute such “plan assets” under ERISA.


 


9.13.        Nonreliance.  Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U) as collateral
in the extension or maintenance of the credit provided for herein.


 


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9.14.        Disclosure.  The Borrower, the Parent and each Lender,
including the LC Issuers, hereby acknowledge and agree that each Lender and/or
its Affiliates from time to time may hold investments in, make other loans to
or have other relationships with the Borrower and its Affiliates.


 


9.15.        Performance of
Obligations.  Each of the Parent and
the Borrower agrees that the Agent may, but shall have no obligation to (i) at
any time, pay or discharge taxes, liens, security interests or other
encumbrances levied or placed on any Collateral to the extent the same would
constitute a Default hereunder if actually levied or imposed and (ii) after
the occurrence and during the continuance of a Default make any payment or
perform any act required of the Parent, the Borrower or any Subsidiary under
any Loan Document or take any other action which the Agent in its discretion
deems necessary or desirable to protect or preserve the Collateral, including,
without limitation, any action to (x) effect any repairs or obtain any insurance
called for by the terms of any of the Loan Documents and to pay all or any part
of the premiums therefor and the costs thereof and (y) pay any rents
payable by the Parent, the Borrower or any Subsidiary which are more than 30
days past due, or as to which the landlord has given notice of termination,
under any lease.  The Agent shall use its
best efforts to give the Borrower notice of any action taken under this Section 9.15
prior to the taking of such action or promptly thereafter provided the failure
to give such notice shall not affect the Borrower’s obligations in respect
thereof.  The Borrower agrees to pay the
Agent, upon demand, the principal amount of all funds advanced by the Agent
under this Section 9.15, together with interest thereon at the rate from
time to time applicable to Floating Rate Loans from the date of such advance
until the outstanding principal balance thereof is paid in full.  If the Borrower fails to make payment in
respect of any such advance under this Section 9.15 within one (1) Business
Day after the date the Borrower receives written demand therefor from the
Agent, the Agent shall promptly notify each Lender and each Lender agrees that
it shall thereupon make available to the Agent, in Dollars in immediately
available funds, the amount equal to such Lender’s Pro Rata Share of such
advance.  If such funds are not made
available to the Agent by such Lender within one (1) Business Day after
the Agent’s demand therefor, the Agent will be entitled to recover any such
amount from such Lender together with interest thereon at the Federal Funds
Effective Rate for each day during the period commencing on the date of such
demand and ending on the date such amount is received.  The failure of any Lender to make available
to the Agent its Pro Rata Share of any such unreimbursed advance under this Section 9.15
shall neither relieve any other Lender of its obligation hereunder to make
available to the Agent such other Lender’s Pro Rata Share of such advance on
the date such payment is to be made nor increase the obligation of any other
Lender to make such payment to the Agent. 
All outstanding principal of, and interest on, advances made under this Section 9.15
shall constitute Obligations secured by the Collateral until paid in full by
the Borrower.


 


9.16.        USA PATRIOT Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Act.


 


9.17.        No Duties Imposed
on Syndication Agents or Documentation Agents. None of the Persons
identified on the cover page to this Agreement, the signature pages to
this Agreement or


 


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otherwise
in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall
have any right, power, obligation, liability, responsibility or duty under this
Agreement other than, if such Person is a Lender, those applicable to all
Lenders as such.  Without limiting the
foregoing, none of the Persons identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this
Agreement as a “Syndication Agent” or a “Documentation Agent” shall have or be
deemed to have any fiduciary duty to or fiduciary relationship with any Lender.  Each Lender acknowledges that it has not
relied, and will not rely, on any of the Persons so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.


 


ARTICLE X


 


THE
AGENT


 


10.1.        Appointment;
Nature of Relationship.  JPMorgan
Chase is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the “Agent”) hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the Agent
to act as the contractual representative of such Lender with the rights and
duties expressly set forth herein and in the other Loan Documents.  The Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X.  Notwithstanding the use of the defined term “Agent,”
it is expressly understood and agreed that the Agent shall not have any
fiduciary responsibilities to any of the Holders of Secured Obligations by
reason of this Agreement or any other Loan Document and that the Agent is
merely acting as the contractual representative of the Lenders with only those
duties as are expressly set forth in this Agreement and the other Loan
Documents.  In its capacity as the
Lenders’ contractual representative, the Agent (i) does not hereby assume
any fiduciary duties to any of the Holders of Secured Obligations, (ii) is
a “representative” of the Holders of Secured Obligations within the meaning of
the term “secured party” as defined in the New York Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of
which are limited to those expressly set forth in this Agreement and the other
Loan Documents.  Each of the Lenders, for
itself and on behalf of its Affiliates as Holders of Secured Obligations,
hereby agrees to assert no claim against the Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims
each Holder of Secured Obligations hereby waives.


 


10.2.        Powers.  The Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto.  The Agent shall have
no implied duties or fiduciary duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Agent.


 


10.3.        General Immunity.  Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Parent, the Borrower, any
Subsidiary or any Lender or Holder of Secured Obligations for any action taken
or omitted to be taken by it or them hereunder or under any other Loan Document
or in connection herewith or therewith except to the extent such action or
inaction is determined in a final, non-appealable judgment by a court of
competent jurisdiction to have arisen from the gross negligence or willful
misconduct of such Person or solely by reason of the breach of the express
terms thereof by such Person.


 


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10.4.        No Responsibility
for Loans, Recitals, etc.  Neither
the Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (a) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
Collateral; or (g) the financial condition of the Parent, the Borrower,
any Subsidiary or any guarantor of any of the Obligations or of any of the
Parent’s, the Borrower’s, such Subsidiary’s or any such guarantor’s respective
Subsidiaries.  The Agent shall have no
duty to disclose to the Lenders information that is not required to be
furnished by the Parent or the Borrower to the Agent at such time, but is
voluntarily furnished by the Parent or the Borrower to the Agent (either in its
capacity as Agent or in its individual capacity).


 


10.5.        Action on
Instructions of Lenders.  The Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such approval),
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. 
The Lenders hereby acknowledge that the Agent shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement or any other Loan Document unless it shall be requested
in writing to do so by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such
approval).  The Agent shall be fully
justified in failing or refusing to take any action hereunder and under any
other Loan Document unless it shall first be indemnified to its satisfaction by
the Lenders pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.


 


10.6.        Employment of
Agents and Counsel.  The Agent may
execute any of its duties as Agent hereunder and under any other Loan 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 Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent’s duties hereunder and under any other
Loan Document.


 


10.7.        Reliance on
Documents; Counsel.  The Agent shall
be entitled to rely upon any Note, 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 Agent,
which counsel may be employees of the Agent.


 


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10.8.        Agent’s
Reimbursement and Indemnification. 
The Lenders agree to reimburse and indemnify the Agent ratably in
proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if
the Aggregate Commitment has been terminated, of the Aggregate Outstanding
Credit Exposure) (i) for any amounts not reimbursed by the Borrower for
which the Agent is entitled to reimbursement by any Credit Party under the Loan
Documents, (ii) for any other expenses incurred by the Agent on behalf of
the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including, without
limitation, for any expenses incurred by the Agent in connection with any
dispute between the Agent and any Lender or between two or more of the Lenders)
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
Agent in any way relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or
asserted against the Agent in connection with any dispute between the Agent and
any Lender or between two or more of the Lenders), or the enforcement of any of
the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Agent and (ii) any
indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this Section 10.8
shall survive payment of the Secured Obligations and termination of this
Agreement.


 


10.9.        Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a “notice of default”.  In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders.


 


10.10.      Rights as a Lender.  In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Credit Extensions as any Lender
and may exercise the same as though it were not the Agent, and the term “Lender”
or “Lenders” shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity.  The Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated by this
Agreement or any other Loan Document, with the Parent, the Borrower or any Subsidiary
in which the Parent, the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.  The
Agent, in its individual capacity, is not obligated to remain a Lender.


 


10.11.      Lender Credit
Decision.  Each Lender acknowledges that
it has, independently and without reliance upon the Agent, the Arranger or any
other Lender and based on the financial statements prepared by the Parent or
the Borrower and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. 
Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based


 


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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 other Loan Documents. 
Except as expressly set forth herein, the Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Parent, the Borrower or any of their respective
Subsidiaries that is communicated to or obtained by the Person serving as Agent
for any of its Affiliates in any capacity.


 


10.12.      Successor Agent.  The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of
its intention to resign.  The Agent may
be removed at any time with or without cause by written notice received by the
Agent from the Required Lenders, such removal to be effective on the date
specified by the Required Lenders.  Upon
any such resignation or removal, the Required Lenders shall, with the prior
written approval of the Borrower (which approval shall be required only so long
as no Default shall be continuing), have the right to appoint, on behalf of the
Borrower and the Lenders, a successor Agent. 
If no successor Agent shall have been so appointed by the Required
Lenders within forty-five days after the resigning Agent’s giving notice of its
intention to resign, then the resigning Agent may appoint, on behalf of the
Borrower and the Lenders, a successor Agent. 
Notwithstanding the previous sentence, the Agent may at any time without
the consent of the Borrower or any Lender, appoint any of its Affiliates which
is a commercial bank as a successor Agent hereunder.  If the Agent has resigned or been removed and
no successor Agent has been appointed, the Lenders may perform all the duties
of the Agent hereunder and the Borrower shall make all payments in respect of
the Obligations to the applicable Lender and for all other purposes shall deal
directly with the Lenders.  No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment.  Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent.  Upon the effectiveness of the resignation or
removal of the Agent, the resigning or removed Agent shall be discharged from
any further duties and obligations hereunder and under the Loan Documents.  After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article X shall continue in
effect for the benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as the Agent hereunder and under the
other Loan Documents.  In the event that
there is a successor to the Agent by merger, or the Agent assigns its duties
and obligations to an Affiliate pursuant to this Section 10.12, then the
term “Prime Rate” as used in this Agreement shall mean the prime rate, base
rate or other analogous rate of the new Agent.


 


10.13.      Agent and Arranger
Fees.  The Borrower agrees to pay to
the Agent and the Arranger, for their respective accounts, the fees agreed to
by the Borrower, the Agent and the Arranger pursuant to that certain letter
agreement dated June 5, 2007, or as otherwise agreed in writing from time
to time.


 


10.14.      Delegation to
Affiliates.  The Parent, the Borrower
and the Lenders agree that the Agent may delegate any of its duties under this
Agreement to any of its Affiliates.  Any
such Affiliate (and such Affiliate’s directors, officers, agents and employees)
which performs duties in


 


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connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the Agent is
entitled under Articles IX and X.


 


10.15.      Collateral
Documents.  (a) Each Lender
authorizes the Agent to enter into and remain subject to each of the Collateral
Documents to which it is a party and to take all action contemplated by such
documents.  Each Lender agrees that no
Holder of Secured Obligations (other than the Agent) shall have the right
individually to seek to realize upon the security granted by any Collateral
Document, it being understood and agreed that such rights and remedies may be
exercised solely by the Agent for the benefit of the Holders of Secured
Obligations upon the terms of the Collateral Documents.


 


(b) 
In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Agent is hereby authorized
to execute and deliver on behalf of the Holders of Secured Obligations any Loan
Documents necessary or appropriate to grant and perfect a Lien on such
Collateral in favor of the Agent on behalf of the Holders of Secured
Obligations.


 


(c) 
The Lenders hereby authorize the Agent, at its option and in its discretion, to
release any Lien granted to or held by the Agent upon any Collateral (i) upon
termination of the Commitments and payment and satisfaction of all of the
Obligations (other than contingent indemnity obligations and Rate Management
Obligations) at any time arising under or in respect of this Agreement or the
Loan Documents or the transactions contemplated hereby or thereby; (ii) as
permitted by, but only in accordance with, the terms of the applicable Loan
Document; or (iii) if approved, authorized or ratified in writing by the
Required Lenders, unless such release is required to be approved by all of the
Lenders hereunder.  Upon request by the
Agent at any time, the Lenders will confirm in writing the Agent’s authority to
release particular types or items of Collateral pursuant to this Section 10.15.


 


(d) 
Upon any sale or transfer of assets constituting Collateral which is permitted
pursuant to the terms of any Loan Document, or consented to in writing by the
Required Lenders or all of the Lenders, as applicable, and upon at least three (3) Business
Days’ prior written request by the Borrower to the Agent, the Agent shall (and
is hereby irrevocably authorized by the Lenders to) execute such documents as
may be necessary to evidence the release of the Liens granted to the Agent for
the benefit of the Holders of Secured Obligations herein or pursuant hereto
upon the Collateral that was sold or transferred; provided,
however, that (i) the Agent shall
not be required to execute any such document on terms which, in the Agent’s
opinion, would expose the Agent to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect
or impair the Secured Obligations or any Liens upon (or obligations of the
Borrower or any Credit Party) all interests retained by the Borrower or any
Credit Party, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral.


 


10.16.      Quebec Security.  For greater certainty, and without limiting
the powers of the Agent hereunder or under any of the other Loan Documents,
each of the Lenders hereby acknowledges that the Agent shall, for purposes of
holding any security granted by the Borrower on the Borrower’s property
pursuant to the laws of the Province of Quebec to secure payment of


 


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any
bond (the “Bond”), be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of the Civil Code of Quebec) for all present and future Lenders and
in particular for all present and future holders of the Bond.  Each of the Agent and the Lenders hereby
irrevocably constitutes, to the extent necessary, the Agent as the holder of an
irrevocable power of attorney (fondé de pouvoir)
(within the meaning of Article 2692 of the Civil Code
of Quebec) in order to hold security granted by the Borrower in the
Province of Quebec to secure the Bond. 
Each Lender hereby further constitutes and appoints the Agent as mandatary
in order to hold the Bond for and on behalf of the Lenders.  Each eligible assignee hereunder shall be
deemed to have confirmed and ratified the constitution of the Agent as the
holder of such irrevocable power of attorney (fondé de
pouvoir) and the constitution and appointment of the Agent as
mandatary to hold the Bonds for and on behalf of the Lender by the execution of
the relevant Assignment Agreement. 
Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons
(Quebec), the Agent may acquire and be the holder of the Bond. The Borrower
hereby acknowledges that the Bonds constitute a title of indebtedness, as such
term is used in Article 2692 of the Civil Code of Quebec.


 


ARTICLE XI


 


SETOFF;
RATABLE PAYMENTS


 


11.1.        Setoff.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if any Default occurs and
continues, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time owing by any Lender or any Affiliate of any Lender to
or for the credit or account of any Credit Party may be offset and applied
toward the payment of the Secured Obligations then due and owing to such
Lender, and each Lender shall endeavor to give notice of any such set-off to
the Borrower, provided that the
failure of any Lender to give such notice shall not in any way limit any Lender’s
rights under this Section 11.1.


 


11.2.        Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Outstanding Credit Exposure (other
than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a
greater proportion than that received by any other Lender, such Lender agrees,
promptly upon demand, to purchase a participation in the Aggregate Outstanding
Credit Exposure held by the other Lenders so that after such purchase each
Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit
Exposure.  If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or
otherwise, receives Collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure.  In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.


 


ARTICLE XII


 


BENEFIT
OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


 


12.1.        Successors and
Assigns; Designated Lenders.


 


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12.1.1  Successors and Assigns.  The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Parent, the Agent and the Lenders and their respective successors and assigns
permitted hereby, except that (i) neither the Parent nor the Borrower
shall have any right to assign its rights or obligations under the Loan
Documents without the prior written consent of each Lender, (ii) any
assignment by any Lender must be made in compliance with Section 12.3, and
(iii) any transfer by Participants must be made in compliance with Section 12.2.  Any attempted assignment or transfer by any
party not made in compliance with this Section 12.1 shall be null and
void, unless such attempted assignment or transfer is treated as a
participation in accordance with Section 12.3.3.  The parties to this Agreement acknowledge
that clause (ii) of this Section 12.1 relates only to absolute
assignments and this Section 12.1 does not prohibit assignments creating
security interests, including, without limitation, (x) any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank, (y) in the case of a
Lender which is a Fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee or (z) any pledge or assignment by any Lender
of all or any portion of its rights under this Agreement and any Note to direct
or indirect contractual counterparties in credit derivative transactions
relating to the Revolving Loans; provided,  however, that no such pledge or assignment creating a
security interest shall release the transferor Lender from its obligations
hereunder unless and until the parties thereto have complied with the
provisions of Section 12.3.  The
Agent may treat the Person which made any Revolving Loan or which holds any
Note as the owner thereof for all purposes hereof unless and until such Person
complies with Section 12.3; provided,  however, that the Agent may in its discretion (but shall not
be required to) follow instructions from the Person which made any Revolving
Loan or which holds any Note to direct payments relating to such Revolving Loan
or Note to another Person.  Any assignee
of the rights to any Revolving Loan or any Note agrees by acceptance of such
assignment to be bound by all the terms and provisions of the Loan
Documents.  Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the owner of the rights to any Revolving Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder or assignee of the rights to such Revolving Loan.


 


12.1.2  Designated Lenders.


 


(i)                                     Subject to the terms and conditions set forth in this Section 12.1.2,
any Lender may from time to time elect to designate an Eligible Designee to
provide all or any part of the Revolving Loans to be made by such Lender pursuant
to this Agreement; provided that
the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2
shall be subject to the approval of the Agent (which consent shall not be
unreasonably withheld or delayed).  Upon
the execution by the parties to each such designation of an agreement in the
form of Exhibit E hereto (a “Designation Agreement”) and the acceptance
thereof by the Agent, the Eligible Designee shall become a Designated Lender
for purposes of this Agreement.  The Designating
Lender shall thereafter have the right to permit the Designated Lender to
provide all or a portion of the Revolving Loans to be


 


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made by the
Designating Lender pursuant to the terms of this Agreement and the making of
the Revolving Loans or portion thereof shall satisfy the obligations of the
Designating Lender to the same extent, and as if, such Revolving Loan was made
by the Designating Lender.  As to any
Revolving Loan made by it, each Designated Lender shall have all the rights a
Lender making such Revolving Loan would have under this Agreement and
otherwise; provided, (x) that all voting
rights under this Agreement shall be exercised solely by the Designating
Lender, (y) each Designating Lender shall remain solely responsible to the
other parties hereto for its obligations under this Agreement, including the
obligations of a Lender in respect of Revolving Loans made by its Designated
Lender and (z) no Designated Lender shall be entitled to reimbursement
under Article III hereof for any amount which would exceed the amount that
would have been payable by the Borrower to the Lender from which the Designated
Lender obtained any interests hereunder. 
No additional Notes shall be required with respect to Revolving Loans
provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance
funds, the Designating Lender shall be deemed to hold the Notes in its
possession as an agent for such Designated Lender to the extent of the
Revolving Loan funded by such Designated Lender.  Such Designating Lender shall act as
administrative agent for its Designated Lender and give and receive notices and
communications hereunder.  Any payments
for the account of any Designated Lender shall be paid to its Designating
Lender as administrative agent for such Designated Lender and neither the
Borrower nor the Agent shall be responsible for any Designating Lender’s
application of such payments.  In
addition, any Designated Lender may (1) with notice to, but without the
consent of the Borrower or the Agent, assign all or portions of its interests
in any Revolving Loans to its Designating Lender or to any financial
institution consented to by the Agent and, so long as no Default shall be continuing,
the Borrower, providing liquidity and/or credit facilities to or for the
account of such Designated Lender and (2) subject to advising any such
Person that such information is to be treated as confidential in accordance
with Section 9.11, disclose on a confidential basis any non-public
information relating to its Revolving Loans to any rating agency, commercial
paper dealer or provider of any guarantee, surety or credit or liquidity
enhancement to such Designated Lender. 
In addition, each such Designating Lender that elects to designate an
Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall
keep a register for the registration relating to each such Revolving Loan,
specifying such Designated Lender’s name, address and entitlement to payments
of principal and interest with respect to such Revolving Loan and each transfer
thereof and the name and address of each transferees and (ii) shall
collect, prior to the time such Designated Lender receives payment with respect
to such Revolving Loans from each such Designated Lender, the appropriate
forms, certificates, and statements described in Section 3.5 (and updated
as required by Section 3.5) as if such Designated Lender were a Lender
under Section 3.5.


 


(ii)                                  Each party to this Agreement hereby agrees that it shall not institute
against, or join any other Person in instituting against, any Designated Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or


 


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other proceedings
under any federal or state bankruptcy or similar law for one year and a day
after the payment in full of all outstanding senior indebtedness of any
Designated Lender; provided that
the Designating Lender for each Designated Lender hereby agrees to indemnify,
save and hold harmless each other party hereto for any loss, cost, damage and
expense arising out of its inability to institute any such proceeding against
such Designated Lender.  This Section 12.1.2
shall survive the termination of this Agreement.


 


12.2.        Participations.


 


12.2.1  Permitted Participants; Effect.  Any Lender may at any time sell to one or
more banks or other entities (“Participants”) participating interests in any
Outstanding Credit Exposure of such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender under the Loan
Documents.  In the event of any such sale
by a Lender of participating interests to a Participant, such Lender’s
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of its Outstanding Credit
Exposure and the holder of any Note issued to it in evidence thereof for all
purposes under the Loan Documents, all amounts payable by the Borrower under
this Agreement shall be determined as if such Lender had not sold such
participating interests, and the Borrower and the Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under the Loan Documents. 
In addition, each such Lender that sells any participating interest to a
Participant under this Section 12.2.1, (i) shall keep a register for
the registration relating to each such participation, specifying such
Participant’s name, address and entitlement to payment of principal and
interest with respect to such participation and each transfer thereof and the
name and address of each transferee, and (ii) shall collect prior to the
time such Participant receives payments with respect to such participation,
from each such Participant the appropriate forms, certificates and statements
described in Section 3.5 (and updated as required by Section 3.5) as
if such Participant were a Lender under Section 3.5.


 


12.2.2  Voting Rights.  Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Credit Extension or Commitment in
which such Participant has an interest which would require consent of all of
the Lenders pursuant to the terms of Section 8.2.


 


12.2.3  Benefit of Certain Provisions.  Each of the Parent and the Borrower agrees
that each Participant shall be deemed to have the right of setoff provided in Section 11.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff
provided in Section 11.1 with respect to the amount of participating
interests sold to each Participant.  The
Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section 11.1, agrees to share
with each Lender, any amount received pursuant to the exercise of its right of
setoff, such


 


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amounts
to be shared in accordance with Section 11.2 as if each Participant were a
Lender.  Each of the Parent and the
Borrower further agrees that each Participant shall be entitled to the benefits
of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled
to receive any greater payment under Section 3.1, 3.2, 3.4 or 3.5 than the
Lender who sold the participating interest to such Participant would have
received had it retained such interest for its own account, unless the sale of
such interest to such Participant is made with the prior written consent of the
Borrower, and (ii) each Participant agrees to comply with the provisions
of Section 3.5 to the same extent as if it were a Lender.


 


12.3.        Assignments.


 


12.3.1  Permitted Assignments.  Any Lender may at any time assign to one or
more banks or other entities (“Purchasers”) all or any part of its rights and
obligations under the Loan Documents. 
Such assignment shall be evidenced by an agreement substantially in the
form of Exhibit C or in such other form as may be agreed to by the parties
thereto (each such agreement, an “Assignment Agreement”).  Each such assignment with respect to a
Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund
shall, unless otherwise consented to in writing by the Borrower and the Agent,
either be in an amount equal to the entire applicable Outstanding Credit
Exposure of the assigning Lender or (unless each of the Agent and, prior to the
occurrence and continuance of a Default, the Borrower, otherwise consents) be
in an aggregate amount not less than $5,000,000. The amount of the assignment
shall be based on the Outstanding Credit Exposure subject to the assignment,
determined as of the date of such assignment or as of the “Trade Date,” if the “Trade
Date” is specified in the Assignment Agreement.


 


12.3.2  Consents.  The consent of the Borrower shall be required
prior to an assignment becoming effective unless the Purchaser is a Lender, an
Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of
a Lender or an Approved Fund that becomes a Lender solely by means of the
settlement of a credit derivative), provided that
the consent of the Borrower shall not be required if (i) a Default has
occurred and is continuing or (ii) if such assignment is in connection
with the physical settlement of any Lender’s obligations to direct or indirect
contractual counterparties in credit derivative transactions relating to the
Revolving Loans; provided that the assignment
without the Borrower’s consent pursuant to clause (ii) shall not increase
the Borrower’s liability under Section 3.5.  The consent of the Agent shall be required
prior to an assignment becoming effective unless the Purchaser is a Lender, an
Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of
a Lender or an Approved Fund that becomes a Lender solely by means of the
settlement of a credit derivative).  Any
consent required under this Section 12.3.2 shall not be unreasonably
withheld or delayed.


 


12.3.3  Effect; Effective Date.  Upon (i) delivery to the Agent of an
Assignment Agreement, together with any consents required by Sections 12.3.1
and 12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning
Lender or the Purchaser for processing such assignment (unless such fee is
waived by the Agent or unless such


 


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assignment
is made to such assigning Lender’s Affiliate), such assignment shall become
effective on the effective date specified in such assignment.  The Assignment Agreement shall contain a
representation and warranty by the Purchaser to the effect that none of the
funds, money, assets or other consideration used to make the purchase and
assumption of the Commitment and Outstanding Credit Exposure under the
applicable Assignment Agreement constitutes “plan assets” as defined under
ERISA and that the rights, benefits and interests of the Purchaser in and under
the Loan Documents will not be “plan assets” under ERISA.  On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights, benefits and obligations of a Lender under the
Loan Documents, to the same extent as if it were an original party thereto, and
the transferor Lender shall be released from any further obligations with
respect to the Outstanding Credit Exposure assigned to such Purchaser without
any further consent or action by the Borrower, the Parent, the Lenders or the
Agent.  In the case of an assignment
covering all of the assigning Lender’s rights, benefits and obligations under
this Agreement, such Lender shall cease to be a Lender hereunder but shall
continue to be entitled to the benefits of, and subject to, those provisions of
this Agreement and the other Loan Documents which survive payment of the
Obligations and termination of the Loan Documents.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 12.3
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 12.2.  Upon the consummation of any assignment to a
Purchaser pursuant to this Section 12.3.3, the transferor Lender, the
Agent and the Borrower shall, if the transferor Lender or the Purchaser desires
that its Revolving Loans be evidenced by Notes, make appropriate arrangements
so that, upon cancellation and surrender to the Borrower of the Notes (if any)
held by the transferor Lender, new Notes or, as appropriate, replacement Notes
are issued to such transferor Lender, if applicable, and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in each case in
principal amounts reflecting their respective Commitments (or, if the Facility
Termination Date has occurred, their respective Outstanding Credit Exposure),
as adjusted pursuant to such assignment. 
Each Purchaser shall not be entitled to receive any greater payment
under Section 3.5 than the transferor Lender would have received had such
transfer not occurred.


 


12.3.4  Register.  The Agent, acting solely for this purpose as
an agent of the Borrower (and the Borrower hereby designates the Agent to act
in such capacity), shall maintain at one of its offices in Chicago, Illinois
a copy of each Assignment and Assumption delivered to it and a register (the “Register”)
for the recordation of (a) the names and addresses of the Lenders and the
Commitments of each Lender pursuant to the terms hereof, (b) the date and
the amount of each Revolving Loan made hereunder, the Type thereof and the
Interest Period (in the case of a Eurodollar Advance) with respect thereto, and
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, (c) the original
stated amount of each Facility LC and the amount of LC Obligations (including
specifying Reimbursement Obligations) outstanding at any time, (d) whether
a Lender is an original lender or the assignee of another Lender pursuant to an
assignment under this Section 12.3 and the


 


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effective
date and amount of each Assignment Agreement delivered to and accepted by it
and the parties thereto pursuant to Section 12.3, (e) the amount of
any sum received by the Agent hereunder from the Borrower and each Lender’s
share thereof, and (f) all other appropriate debits and credits as
provided in this Agreement, including, without limitation, all fees, charges, expenses
and interest.  The entries in the
Register shall be conclusive, and the Borrower, the Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


12.4.        Dissemination of
Information.  Each of the Parent and
the Borrower authorizes each Lender to disclose to any Participant or Purchaser
or any other Person acquiring an interest in the Loan Documents by operation of
law (each a “Transferee”) and any prospective Transferee any and all
information in such Lender’s possession concerning the creditworthiness of the
Parent, the Borrower and the Subsidiaries; provided
that each Transferee and prospective Transferee agrees to be bound by Section 9.11
of this Agreement.


 


12.5.        Tax Certifications.  If any interest in any Loan Document is
transferred to any Transferee, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv) and (vi).


 


12.6.        Reimbursement
Obligations.  For purposes of this Article XII,
with respect to each Letter of Credit, if an LC Issuer transfers its rights
with respect to the Borrower’s obligation to pay Reimbursement Obligations in
respect of such Letter of Credit, such LC Issuer shall give notice of such
transfer to the Agent for notation in the Register.


 


ARTICLE XIII


 


NOTICES


 


13.1.        Notices.  Except as otherwise permitted by Section 2.14,
all notices, requests and other communications to any party hereunder shall be
in writing (including electronic transmission, facsimile transmission or
similar writing) and shall be given to such party: (x) in the case of the
Parent, the Borrower, the LC Issuers, or the Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of
the Lenders, at its address or facsimile number set forth in its Administrative
Questionnaire or (z) in the case of any party, at such other address or
facsimile number as such party may hereafter specify for the purpose by notice
to the Agent and the Borrower in accordance with the provisions of this Section 13.1.  Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when
delivered (or, in the case of electronic transmission, received) at the address
specified in this Section; provided
that notices to the Agent under Article II shall not be effective until
received.


 


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13.2.        Change of Address.  The Borrower, the Parent, the Agent, any LC
Issuer and any Lender may each change the address for service of notice upon it
by a notice in writing to the other parties hereto.


 


ARTICLE XIV


 


COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has
been executed by the Borrower, the Parent, the Agent, the LC Issuers and the
Lenders and each party has notified the Agent by facsimile transmission or
telephone that it has taken such action.


 


ARTICLE XV


 


CHOICE
OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL


 


15.1.        CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION AND OTHER THAN SECTION 10.16 OF
THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF
LAWS PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.


 


15.2.        CONSENT TO JURISDICTION.  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK
STATE COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH PARTY
HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS
AN INCONVENIENT FORUM.  NOTHING HEREIN
SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY
OTHER PARTY HERETO OR ANY HOLDER OF SECURED OBLIGATIONS IN THE COURTS OF ANY
OTHER JURISDICTION;  PROVIDED THAT EACH OF THE PARENT AND THE
BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY ANY OF THE AGENT, ANY LC ISSUER, ANY LENDER OR AN OTHER
HOLDER OF SECURED OBLIGATIONS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO (1) REALIZE
ON ANY SECURITY FOR THE OBLIGATIONS OR (2) TO ENFORCE A JUDGMENT OR OTHER
COURT ORDER IN FAVOR OF SUCH PERSON.


 


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15.3.        WAIVER OF JURY TRIAL.  THE BORROWER, THE PARENT, THE AGENT, EACH LC
ISSUER, EACH LENDER, AND EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


ARTICLE XVI


 


NO
NOVATION; CONTINUATION; REFERENCES TO THIS

AGREEMENT IN LOAN DOCUMENTS


 


16.1.        No Novation;
Continuation.   It is the express
intent of the parties hereto that this Agreement (i) shall re-evidence the
Borrower’s indebtedness under the Existing Credit Agreement, (ii) is
entered into in substitution for, and not in payment of, the obligations of the
Borrower under the Existing Credit Agreement and (iii) is in no way
intended to constitute a novation of any of the Borrower’s indebtedness which
was evidenced by the Existing Credit Agreement or any of the other Loan
Documents.  All Loans made and Secured
Obligations incurred under the Existing Credit Agreement which are outstanding
on the Restatement Effective Date shall continue as Loans and Secured
Obligations under (and shall be governed by the terms of) this Agreement.
Without limiting the foregoing, upon the effectiveness hereof: (a) all
Letters of Credit issued (or deemed issued) under the Existing Credit Agreement
which remain outstanding on the Restatement Effective Date shall continue as
Facility LCs under (and shall be governed by the terms of) this Agreement, (b) all
Secured Obligations constituting Rate Management Obligations with any Lender or
any Affiliate of any Lender which are outstanding on the Restatement Effective
Date shall continue as Secured Obligations under this Agreement and the other
Loan Documents, (c) the Agent shall make such reallocations of each Lender’s
“Outstanding Credit Exposure” under the Existing Credit Agreement as are
necessary in order that each such Lender’s Outstanding Credit Exposure
hereunder reflects such Lender’s Pro Rata Share of the outstanding Aggregate
Outstanding Credit Exposure and (d) the Existing Revolving Loans of each
Departing Lender shall be repaid in full (accompanied by any accrued and unpaid
interest and fees thereon), each Departing Lender’s “Commitment” under the
Existing Credit Agreement shall be terminated and each Departing Lender shall
not be a Lender hereunder.


 


16.2.        References to This
Agreement In Other Loan Documents. 
Upon the effectiveness of this Agreement, on and after the date hereof,
each reference in any other Loan Document to the Existing Credit Agreement
(including any reference therein to “the Credit Agreement,” “thereunder,” “thereof,”
“therein” or words of like import referring thereto) shall mean and be a
reference to this Agreement.


 


The remainder of this page is intentionally blank


 


87
















 


IN
WITNESS WHEREOF, the Borrower, the Parent, the Lenders, the LC Issuers and the
Agent have executed this Agreement as of the date first above written.


 


	
   

  	
  UNITED
  STATIONERS SUPPLY CO.,

  as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/
  Brian S. Cooper

  
	
   

  	
  Name:  Brian
  S. Cooper

  
	
   

  	
  Title:  Senior
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice
  Information:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  One
  Parkway N. Blvd., Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn:
  General Counsel

  
	
   

  	
  Telephone:  (847)
  627-7000

  
	
   

  	
  Facsimile:  (847)
  627-7087

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  One
  Parkway N. Blvd., Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn:
  Treasurer

  
	
   

  	
  Telephone:  (847)
  627-2170

  
	
   

  	
  Facsimile:  (847)
  627-7170

  
	
   

  	
  and

  
	
   

  	
  Facsimile:  (847)
  572-2358

  



 

















 


	
   

  	
   

  	
  UNITED
  STATIONERS INC.,

  as a Credit Party

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/
  Brian S. Cooper

  
	
   

  	
   

  	
  Name:  Brian
  S. Cooper

  
	
   

  	
   

  	
  Title:  Senior
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice
  Information:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One
  Parkway N. Blvd., Suite 100

  
	
   

  	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
   

  	
  Attn:  General
  Counsel

  
	
   

  	
   

  	
  Telephone:  (847)
  627-7000

  
	
   

  	
   

  	
  Facsimile:  (847)
  627-7087

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One
  Parkway N. Blvd., Suite 100

  
	
   

  	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
   

  	
  Attn:  Treasurer

  
	
   

  	
   

  	
  Telephone:  (847)
  627-2170

  
	
   

  	
   

  	
  Facsimile:  (847)
  627-7170

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
  Facsimile:  (847)
  572-2358

  



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, NATIONAL ASSOCIATION, individually, as an LC Issuer, 

  and as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:/s/

  	
  Sabir
  A. Hashmy

  
	
   

  	
  Name:

  	
  Sabir
  A. Hashmy

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice
  Information:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10
  S. Dearborn St.

  	
   

  
	
   

  	
  Chicago, IL
  60603

  	
   

  
	
   

  	
  Attn:  Nathan
  Bloch

  	
   

  
	
   

  	
  Telephone:  (312)
  325-3094

  	
   

  
	
   

  	
  Facsimile:  (312)
  325-3077

  	
   

  
				



 

















 


	
   

  	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  W.J.
  Bowne

  
	
   

  	
   

  	
  Name:

  	
  W.
  J. Bowne

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 

















 


	
   

  	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Vincent
  R. Hencheck

  
	
   

  	
   

  	
  Name:

  	
  Vincent
  R. Hencheck

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Frank
  J. Jancar

  
	
   

  	
   

  	
  Name:

  	
  Frank
  J. Jancar

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  LASALLE
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Zakia
  Davis

  
	
   

  	
   

  	
  Name:

  	
  Zakia
  Davis

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  COMERICA
  BANK, as Lender and as LC Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Mark
  Leveille

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Leveille

  
	
   

  	
   

  	
  Title:

  	
  AVP

  



 






 


 












 


	
   

  	
   

  	
  FIFTH
  THIRD BANK (CHICAGO), A

  MICHIGAN BANKING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Kim
  Puszczewicz

  
	
   

  	
   

  	
  Name:

  	
  Kim
  Puszczewicz

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Stephanie
  Kline

  
	
   

  	
   

  	
  Name:

  	
  Stephanie
  Kline

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  UNION
  BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Albert
  W. Kelley

  
	
   

  	
   

  	
  Name:

  	
  Albert
  W. Kelley

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  ASSOCIATED
  BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Daniel
  Holzhauer

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Holzhauer

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  CAPITAL
  ONE, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Brandon
  Long

  
	
   

  	
   

  	
  Name:

  	
  Brandon
  Long

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  



 

















 


	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Paul
  A. O’Mara

  
	
   

  	
   

  	
  Name:

  	
  Paul
  A. O’Mara

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 

















 


	
   

  	
   

  	
  CHARTER
  ONE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Mary
  Ann Klemm

  
	
   

  	
   

  	
  Name:

  	
  Mary
  Ann Klemm

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:/s/

  	
  Reid
  A. Acord

  
	
   

  	
   

  	
  Name:

  	
  Reid
  A. Acord

  
	
   

  	
   

  	
  Title:

  	
  Second
  Vice President

  



 






 


 












 


COMMITMENT SCHEDULE


 


	
  LENDER

  	
   

  	
  COMMITMENT

  	
   

  
	
  JPMorgan Chase Bank, National Association

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  KeyBank National Association

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  LaSalle Bank, National Association

  	
   

  	
  $

  	
  37,000,000

  	
   

  
	
  Charter One Bank, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Comerica Bank

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Fifth Third Bank (Chicago), A Michigan Banking
  Corporation

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Union Bank of California, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Associated Bank, N.A.

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
  National City Bank

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
  Capital One, N.A.

  	
   

  	
  $

  	
  13,000,000

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  425,000,000

  	
   

  



 

















 


PRICING SCHEDULE


 


	
  APPLICABLE

  MARGIN

  	
   

  	
  LEVEL I

  STATUS

  	
   

  	
  LEVEL II

  STATUS

  	
   

  	
  LEVEL III

  STATUS

  	
   

  	
  LEVEL IV

  STATUS

  	
   

  	
  LEVEL V

  STATUS

  	
   

  	
  LEVEL VI

  STATUS

  
	
  Eurodollar
  Rate

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  Floating
  Rate

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


	
  APPLICABLE

  FEE

  RATE

  	
   

  	
  LEVEL I

  STATUS

  	
   

  	
  LEVEL II

  STATUS

  	
   

  	
  LEVEL III

  STATUS

  	
   

  	
  LEVEL IV

  STATUS

  	
   

  	
  LEVEL V

  STATUS

  	
   

  	
  LEVEL VI

  STATUS

  
	
  Commitment
  Fee

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


The
Applicable Margin and Applicable Fee Rate shall be determined based upon Level
II (or such higher Status as shall be reflected on any interim Financials)
until the delivery of the Financials for the fiscal period ending on September 30,
2007.


 


For
the purposes of this Schedule, the following terms have the following meanings,
subject to the final paragraph of this Schedule:


 


“Financials”
means the annual or quarterly financial statements of the Parent delivered
pursuant to Section 6.1.1 or 6.1.2, together with the compliance
certificate delivered pursuant to Section 6.1.3 related thereto.


 


“Level
I Status” exists at any date if, as of the last day of the fiscal quarter of
the Parent referred to in the most recent Financials, the Leverage Ratio is
less than or equal to [**].


 


“Level
II Status” exists at any date if, as of the last day of the fiscal quarter of
the Parent referred to in the most recent Financials, (i) the Parent has
not qualified for Level I Status and (ii) the Leverage Ratio is less than
or equal to [**].


 


“Level
III Status” exists at any date if, as of the last day of the fiscal quarter of
the Parent referred to in the most recent Financials, (i) the Parent has
not qualified for Level I Status or Level II Status and (ii) the Leverage
Ratio is less than or equal to [**].


 


“Level
IV Status” exists at any date if, as of the last day of the fiscal quarter of
the Parent referred to in the most recent Financials, (i) the Parent has
not qualified for Level I Status, Level II Status or Level III Status and (ii) the
Leverage Ratio is less than or equal to [**].


 


2

















 


“Level
V Status” exists at any date if, as of the last day of the fiscal quarter of
the Parent referred to in the most recent Financials, (i) the Parent has
not qualified for Level I Status, Level II Status, Level III Status or Level IV
Status and (ii) the Leverage Ratio is less than or equal to [**].


 


“Level
VI Status” exists at any date if the Parent has not qualified for Level I
Status, Level II Status, Level III Status, Level IV Status or Level V Status.


 


“Status”
means Level I Status, Level II Status, Level III Status, Level IV Status, Level
V Status or Level VI Status.


 


The
Applicable Margin and Applicable Fee Rate shall be determined in accordance
with the foregoing table based on the Parent’s Status as reflected in the then
most recent Financials. Adjustments, if any, to the Applicable Margin or
Applicable Fee Rate shall be effective five (5) Business Days after the
Agent has received the applicable Financials. 
If the Borrower fails to deliver the Financials to the Agent at the time
required pursuant to Section 6.1, then the Applicable Margin and
Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee
Rate set forth in the foregoing table until five (5) days after such
Financials are so delivered.


 


3

















 


SCHEDULE 5.8


 


SUBSIDIARIES OF UNITED STATIONERS INC.


 


	
  Subsidiary

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Owner

  	
   

  	
  Percentage

  
	
  United
  Stationers Supply Co.

  	
   

  	
  Illinois

  	
   

  	
  United
  Stationers Inc.

  	
   

  	
  100%

  
	
  Lagasse, Inc.

  	
   

  	
  Louisiana

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  United
  Stationers Financial Services LLC

  	
   

  	
  Illinois

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  United
  Stationers Technology Services LLC

  	
   

  	
  Illinois

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  United
  Stationers Hong Kong Limited

  	
   

  	
  Hong Kong

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  United
  Worldwide Limited

  	
   

  	
  Hong Kong

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  Azerty de Mexico, S.A. de C.V.

  	
   

  	
  Mexico

  	
   

  	
  United
  Stationers Supply Co.

  	
   

  	
  100%

  
	
  USS
  Receivables Company, Ltd.

  	
   

  	
  Cayman Islands

  	
   

  	
  United
  Stationers Financial Services LLC

  	
   

  	
  100%(1)

  



 






(1)  100% of the economic interest in such
company is owned by USFS; however, 30% of the stock of such company is owned by
Andrew Stidd, such company’s independent director, as the nominee for USFS.


 


4

















 


SCHEDULE 6.12


 


IDENTIFIED PROPERTY DISPOSITIONS


 


	
  Owner

  	
   

  	
  Property

  	
   

  	
  Disposition

  
	
  United Stationers Supply Co.

  	
   

  	
  IL

  	
   

  	
  Cook County

  	
   

  	
  Corporate
  Office — 2200 E. Golf Road, Des Plaines, IL 60016

  	
   

  	
  Targeted
  for Sale

  
	
  United Stationers Supply Co.

  	
   

  	
  FL

  	
   

  	
  Duval County

  	
   

  	
  5400
  West 12th Street 

  Jacksonville, FL 32254

  	
   

  	
  Targeted
  for Sale

  
	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United Stationers Supply Co.

  	
   

  	
  FL

  	
   

  	
  Hillsborough County

  	
   

  	
  3402
  Queen Palm Drive 

  Tampa, FL 33619

  	
   

  	
  Targeted
  for Sale

  
											



 


5

















 


SCHEDULE 6.13


 


INVESTMENTS


 


Part A:


 


	
  1.

  	
   

  	
  Investments
  by United Stationers Inc. in the capital stock of United Stationers Supply
  Co. as of the Closing Date.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Investments
  as of the Closing Date by United Stationers Supply Co. in the capital stock
  of each of its Subsidiaries listed on Schedule 5.8 hereto.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Investment
  by United Stationers Supply Co. to Azerty de Mexico in the amount of
  $18,716,029 as of 5/31/07.

  



 


6

















 


Part B:


 


All Payable to United Stationers Financial Services LLC


(in thousands)


 


[**]


 


7






 


 












 


SCHEDULE 6.14


 


INDEBTEDNESS


 


Existing Indebtedness(2) as of the Closing Date (unless otherwise
noted)


 


United
Stationers Supply Co.:


 


1.                                       Industrial
Development Bond Loan in the amount of $6,800,000 as evidenced by (i) Loan
Agreement dated December 1, 1986 between the City of Twinsburg, Ohio (“Ohio”)
and United Stationers Supply Co.; (ii) Indenture of Trust dated
December 1, 1986 between Ohio and Bank of New York (as successor in
interest) (as supplemented); and (iii) Guaranty Agreement dated
December 1, 1986 between United Stationers Supply Co. and Bank of New York
(as successor in interest) (Twinsburg, Ohio). 
Outstanding Principal Amount $6,800,000.


 


2.                                       Intercompany
Indebtedness of United Stationers Supply Co. to United Stationers Hong Kong
Limited and United Worldwide Limited in the aggregate amount of $27,075 (as of
5/31/07).


 


3.                                       Indebtedness
consisting of reimbursement obligations of up to $3,000,000 at any one time
outstanding for letters of credit issued pursuant to that certain Standing
Agreement for Commercial Letters of Credit dated as of June 6, 2001 by and
among United Stationers Supply Co., United Worldwide Ltd. and United Stationers
Hong Kong Ltd., on the one hand, and The Bank of New York, on the other hand,
including those letters of credit outstanding as of the Closing Date and more
specifically described below in this schedule.


 


4.                                       All
Indebtedness corresponding to the lien search results shown in Schedule 6.15 to
the extent the same constitute Capital Lease Obligations or purchase money Indebtedness.


 


5.                                       [**]


 


Lagasse, Inc.:


 


1.                                       All
Indebtedness corresponding to the lien search results shown in Schedule 6.15 to
the extent the same constitute Capital Lease Obligations or purchase money
Indebtedness.


 






(2)  Note that intercompany indebtedness among
the Borrower and the Guarantors is not reflected on this schedule.


 


8

















 


OUTSTANDING LETTERS OF CREDIT


 


(As of 10/12/2005)


 


	
  LC NO.

  	
   

  	
  ISSUER

  	
   

  	
  APPLICANT

  	
   

  	
  ISSUE DATE

  	
   

  	
  EXPIRY

  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  OUTSTANDING

  BALANCE

  	
   

  	
  BACKSTOP (B)

  OUTSTANDING (O)

  REPLACE (R)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.
  94020374

  	
   

  	
  Bank of New York

  	
   

  	
  United Stationers Supply Co./United Worldwide Limited/United
  Stationers Hong Kong

  	
   

  	
  5/15/07

  	
   

  	
  7/17/07

  	
   

  	
  Catalina Industries Inc.

  	
   

  	
  $

  	
  38,526.92

  	
   

  	
  O

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.
  581088-02

  	
   

  	
  Comerica Bank

  	
   

  	
  United Stationers Supply Co.

  	
   

  	
  3/19/03

  	
   

  	
  3/18/08 (Auto renewal)

  	
   

  	
  Lumbermans Mutual Caualty Company

  	
   

  	
  $

  	
  2,023,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  581109-2

  	
   

  	
  Comerica Bank

  	
   

  	
  United Stationers Supply Co.

  	
   

  	
  3/19/03

  	
   

  	
  3/18/08 Auto Renewal

  	
   

  	
  Sentry Insurance A Mutual Company

  	
   

  	
  $

  	
  4,975,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.
  00301404-00-000

  	
   

  	
  PNC Bank

  	
   

  	
  United Stationers Supply Co.

  	
   

  	
  10/9/98

  	
   

  	
  12/27/09

  	
   

  	
  Bank of New York

  	
   

  	
  $

  	
  6,960,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.
  610626-06

  	
   

  	
  Comerica Bank

  	
   

  	
  United Stationers Supply Co.

  	
   

  	
  5/31/05

  	
   

  	
  3/21/08

  	
   

  	
  The Travelers Indemnity Company

  	
   

  	
  $

  	
  250,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.
  624961-06

  	
   

  	
  Comerica Bank

  	
   

  	
  United Stationers Supply Co.

  	
   

  	
  12/5/06

  	
   

  	
  12/5/07(Auto Renewal)

  	
   

  	
  The Travelers Indemnity Company

  	
   

  	
  $

  	
  3,050,000.00

  	
   

  	
   

  	
   

  



 


9

















 


SCHEDULE 6.15


 


LIENS


 


1.             Liens existing on the owned real
Property of the Borrower and the Guarantors as reflected in the title policies
issued to the Agent in connection with the Collateral Documents.


 


2.             See attached UCC schedule.


 

















 


Attachment to Schedule
6.15

Existing Liens by Debtor (Jurisdiction)


 


	
  Secured Party

  	
   

  	
  Initial

  Filing

  Date

  	
   

  	
  Subsequent

  Filings

  	
   

  	
  File

  Number

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LAGASSE, INC. (LOUISIANA)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  ONE, NA, AS AGENT

  	
   

  	
  3/25/03

  	
   

  	
  N/A

  	
   

  	
  26-270575
  (Jefferson Parish)

  	
   

  	
  All
  Assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAYMOND
  LEASING CORPORATION

  	
   

  	
  7/28/04

  	
   

  	
  N/A

  	
   

  	
  09-1034709
  (Caddo Parish)

  	
   

  	
  Equipment
  Lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAYMOND
  LEASING CORPORATION

  	
   

  	
  7/28/04

  	
   

  	
  N/A

  	
   

  	
  09-1034715
  (Caddo Parish)

  	
   

  	
  Equipment
  Lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAYMOND
  LEASING CORPORATION

  	
   

  	
  4/18/06

  	
   

  	
  N/A

  	
   

  	
  09-1057113
  (Caddo Parish)

  	
   

  	
  Equipment
  Lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAYMOND
  LEASING CORPORATION

  	
   

  	
  6/01/06

  	
   

  	
  N/A

  	
   

  	
  09-1059498
  (Caddo Parish)

  	
   

  	
  Equipment
  Lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RAYMOND
  LEASING CORPORATION

  	
   

  	
  6/02/06

  	
   

  	
  N/A

  	
   

  	
  09-1059547
  (Caddo Parish)

  	
   

  	
  Equipment
  Lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED STATIONERS
  FINANCIAL SERVICES LLC (ILLINOIS)

  
	
   

  
	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  	
   

  	
  5/7/01

  	
   

  	
   

  	
   

  	
  004381619

  	
   

  	
  Related
  to USFS Receivables Sale Agreement dated as of 5/1/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3/24/03

  	
   

  	
  001049666

  	
   

  	
  Termination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4/1/03

  	
   

  	
  006789099

  	
   

  	
  Correction
  Statement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  7/11/03

  	
   

  	
  007277334

  	
   

  	
  Assignment
  (to Bank One, NA (Main Office Chicago), as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  008723495

  	
   

  	
  Amendment
  (change secured party name to JPMorgan Chase Bank, as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12/19/05

  	
   

  	
  008791005

  	
   

  	
  Continuation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  	
   

  	
  5/7/01

  	
   

  	
   

  	
   

  	
  004381620

  	
   

  	
  Related
  to Amended and Restated Receivables Sale Agreement dated as of 5/1/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4/2/03

  	
   

  	
  006793932

  	
   

  	
  Assignment
  (to Bank One, NA (Main Office Chicago), as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6/12/03

  	
   

  	
  007146329

  	
   

  	
  Amendment
  (to restate collateral description)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  008723497

  	
   

  	
  Amendment
  (to change secured party name to JPMorgan Chase Bank, as 

  



 


11

















 


	
  Secured Party

  	
   

  	
  Initial

  Filing

  Date

  	
   

  	
  Subsequent

  Filings

  	
   

  	
  File

  Number

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  11/15/05

  	
   

  	
  008786706

  	
   

  	
  Amendment
  (to change debtor name to United Stationers Financial Services LLC)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12/19/05

  	
   

  	
  008791006

  	
   

  	
  Continuation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT

  	
   

  	
  1/30/02

  	
   

  	
   

  	
   

  	
  004693833

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3/24/03

  	
   

  	
  001049631

  	
   

  	
  Termination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/02/06

  	
   

  	
  008836351

  	
   

  	
  Continuation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  ONE, NA, AS AGENT

  	
   

  	
  3/24/03

  	
   

  	
  N/A

  	
   

  	
  006738249

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  	
   

  	
  4/2/03

  	
   

  	
   

  	
   

  	
  006794386

  	
   

  	
  Related
  to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and
  Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  008723498

  	
   

  	
  Amendment
  (to change secured party name to JPMorgan Chase Bank, as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED STATIONERS INC.
  (DELAWARE)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  ONE, NA, AS AGENT

  	
   

  	
  3/25/03

  	
   

  	
  N/A

  	
   

  	
  30773633

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED STATIONERS SUPPLY
  CO. (ILLINOIS)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  	
   

  	
  5/7/01

  	
   

  	
   

  	
   

  	
  004381620

  	
   

  	
  Related
  to Amended and Restated Receivables Sale Agreement dated as of 5/1/01

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4/2/03

  	
   

  	
  006793932

  	
   

  	
  Assignment
  (to Bank One, NA (Main Office Chicago), as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6/12/03

  	
   

  	
  007146329

  	
   

  	
  Amendment
  (to restate collateral description)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  008723497

  	
   

  	
  Amendment
  (to change secured party name to JPMorgan Chase Bank, as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  11/15/05

  	
   

  	
  008786706

  	
   

  	
  Amendment
  (to change debtor name to United Stationers Financial Services LLC)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12/19/05

  	
   

  	
  008791006

  	
   

  	
  Continuation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US
  BANCORP

  	
   

  	
  10/16/02

  	
   

  	
   

  	
   

  	
  005994535

  	
   

  	
  Informational
  filing

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL, LLC

  	
   

  	
  12/16/02

  	
   

  	
   

  	
   

  	
  006267718

  	
   

  	
  Equipment
  lease

  



 


12

















 


	
  Secured Party

  	
   

  	
  Initial

  Filing

  Date

  	
   

  	
  Subsequent

  Filings

  	
   

  	
  File

  Number

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  ONE, NA, AS AGENT

  	
   

  	
  3/24/03

  	
   

  	
   

  	
   

  	
  006738257

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP
  MORGAN CHASE BANK AS TRUSTEE

  	
   

  	
  4/1/03

  	
   

  	
   

  	
   

  	
  006788394

  	
   

  	
  Related
  to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and
  Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9/10/04

  	
   

  	
  008723499

  	
   

  	
  Assignment
  (to Bank One, NA (Main Office Chicago), as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  11/12/04

  	
   

  	
  008732366

  	
   

  	
  Amendment
  (to change secured party name to JPMorgan Chase Bank, NA, as Trustee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  CHASE MANHATTAN BANK, AS AGENT

  	
   

  	
  4/3/03

  	
   

  	
   

  	
   

  	
  006802613

  	
   

  	
  All
  assets; in lieu filing relating to 1995 filings
  in MA, MO and PA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4/9/03

  	
   

  	
  001072250

  	
   

  	
  Termination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL, LLC

  	
   

  	
  5/1/03

  	
   

  	
   

  	
   

  	
  006937055

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL

  	
   

  	
  9/30/03

  	
   

  	
   

  	
   

  	
  007625650

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL

  	
   

  	
  12/11/03

  	
   

  	
   

  	
   

  	
  007961049

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL

  	
   

  	
  3/15/04

  	
   

  	
   

  	
   

  	
  008386579

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IOS
  CAPITAL

  	
   

  	
  1/28/05

  	
   

  	
   

  	
   

  	
  009497293

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GREATAMERICA
  LEASING CORPORATION

  	
   

  	
  3/11/05

  	
   

  	
   

  	
   

  	
  009621172

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOSHIBA
  AMERICA INFORMATION SYSTEMS, INC.

  	
   

  	
  9/6/05

  	
   

  	
   

  	
   

  	
  010155053

  	
   

  	
  Equipment
  lease

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US
  BANCORP

  	
   

  	
  1/25/06

  	
   

  	
   

  	
   

  	
  010597048

  	
   

  	
  Informational/Equipment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELLS
  FARGO FINANCIAL LEASING, INC.

  	
   

  	
  2/15/06

  	
   

  	
   

  	
   

  	
  010661358

  	
   

  	
  Equipment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UNITED STATIONERS
  TECHNOLOGY SERVICES LLC (ILLINOIS)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT

  	
   

  	
  1/30/02

  	
   

  	
   

  	
   

  	
  004693841

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10/02/06

  	
   

  	
  008836352

  	
   

  	
  Continuation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK
  ONE, NA, AS AGENT

  	
   

  	
  3/24/03

  	
   

  	
   

  	
   

  	
  006738265

  	
   

  	
  All
  assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FORSYTHE
  SOLUTIONS GROUP, INC.

  	
   

  	
  1/5/06

  	
   

  	
   

  	
   

  	
  010532604

  	
   

  	
  Equipment

  



 


13

















 


	
  Secured Party

  	
   

  	
  Initial

  Filing

  Date

  	
   

  	
  Subsequent

  Filings

  	
   

  	
  File

  Number

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1/25/06

  	
   

  	
  008797302

  	
   

  	
  Amendment
  (Add new collateral)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1/25/06

  	
   

  	
  008797305

  	
   

  	
  Amendment
  (Add new collateral)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1/27/06

  	
   

  	
  001574619

  	
   

  	
  Termination

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FORSYTHE/MCARTHUR
  ASSOCIATES, INC.

  	
   

  	
  1/27/06

  	
   

  	
   

  	
   

  	
  010602157

  	
   

  	
  Equipment

  



 


14






 


 












 


EXHIBIT A


 


FORM OF CREDIT PARTIES’ COUNSEL’S OPINION


 


July     ,
2007


 


To
the Administrative Agent and the Lenders party to the 

Credit Agreement referred to below


 


Ladies
and Gentlemen:


 


We
have acted as special counsel to (i) United Stationers Supply Co., an
Illinois corporation (the “Borrower”), (ii) United Stationers Inc.,
a Delaware corporation (the “Parent”), (iii) United Stationers
Financial Services LLC, an Illinois limited liability company (“Financial”),
(iv) United Stationers Technology Services LLC, an Illinois limited
liability company (“Technology”), and (v) Lagasse, Inc., a
Louisiana corporation (“Lagasse” and, together with Financial and
Technology, the “Subsidiary Guarantors”), in connection with the
execution and delivery of the Second Amended and Restated Five-Year Revolving
Credit Agreement, dated as of July 5, 2007 (the “Credit Agreement”),
among the Borrower, the Parent, the Lenders, PNC Bank, National Association and
U.S. Bank National Association, as Syndication Agents, KeyBank National
Association and LaSalle Bank, National Association, as Documentation Agents,
and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”).  Capitalized terms used
herein without definition have the meanings given to such terms in the Credit
Agreement.  This opinion is being
delivered to you pursuant to Section 4.1.6 of the Credit Agreement.


 


In
rendering the opinions set forth herein, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following:


 


(i)            the Credit
Agreement;


 


(ii)           the Reaffirmation
Agreement, dated as of July 5, 2007 (the “Reaffirmation”), executed
by the Parent and the Subsidiary Guarantors in favor of the Administrative
Agent; and


 


(iii)          Amendment No. 1,
dated as of July 5, 2007 (the “Security Agreement Amendment”),
among the Borrower, the Parent, the Subsidiary Guarantors and the
Administrative Agent, to the Pledge and Security Agreement, dated as of March 21,
2003 (the “Security Agreement”), among the Borrower, the Parent, the
Subsidiary Guarantors and the Administrative Agent.


 


The
Borrower, Parent and the Subsidiary Guarantors are sometimes collectively
referred to herein as the “Credit Parties”.  For purposes of this opinion, (i) “Illinois
and Delaware Parties” means the Parent, the Borrower, Financial and
Technology, (ii) “Illinois Parties” means the Borrower, Financial
and Technology, (iii) “Delaware Party” means the Parent, (iv) “Amended
Security Agreement” means the Security Agreement, as amended by the
Security Agreement 


 


15

















 


Amendment,
(v) “Credit Documents” means the Credit Agreement, the
Reaffirmation and the Security Agreement Amendment and (vi) “Documents”
means the Credit Agreement, the Reaffirmation and the Amended Security
Agreement.  Certain capitalized terms
used but not defined herein shall have the respective meanings assigned to such
terms in the Credit Agreement.


 


In
connection with this opinion, we have reviewed the Credit Documents.  Also in connection with this opinion, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Credit Parties, certificates of public
officials and such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.


 


We
have also examined such other documents, records and matters of law as we have
deemed necessary for purposes of this opinion.


 


In
rendering the opinions set forth herein, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.  In addition, we have assumed
that: (i) all parties to the Documents (other than the Illinois and
Delaware Parties) are duly organized, validly existing and in good standing
under the laws of their respective jurisdictions of organization; (ii) all
parties to the Documents (other than the Illinois and Delaware Parties) are
duly qualified to engage in the activities contemplated by the Documents and
each such party has the requisite organizational power and authority to
execute, deliver and perform its respective obligations under the Documents; (iii) each
of the Credit Documents has been duly authorized, executed and delivered by
each party thereto (other than the Illinois and Delaware Parties); (iv) each
of the Credit Documents constitutes the valid and binding obligation of each
party thereto (other than the Credit Parties), enforceable against each such
other party in accordance with its terms; and (v) as to factual matters
(but not legal conclusions), the representations and warranties of the Credit
Parties in the Credit Documents are true and correct as of the date
hereof.  Further, we have assumed that
the Security Agreement has at all times prior to the execution and delivery of
the Security Agreement Amendment constituted the legal, valid and binding
obligation of each party thereto, enforceable against each such party in accordance
with its terms.


 


Based
upon the foregoing and subject to the further assumptions, qualifications and
limitations hereinafter set forth, we are of the opinion that:


 


Based solely on our review
of good standing certificates issued by the Secretary of State of Illinois, (i) each
Illinois Party (other than the Borrower) is a limited liability company validly
existing and in good standing under the laws of the State of Illinois and (ii) the
Borrower is a corporation validly existing and in good standing under the laws
of Illinois.


 


Based solely on our review
of a good standing certificate issued by the Secretary of State of Delaware,
the Delaware Party is a corporation validly existing and in good standing under
the laws of the State of Delaware.


 


Each Illinois and Delaware
Party has the requisite corporate or limited liability company, as the case may
be, power to execute and deliver the Credit Documents to which it is a party
and to perform its obligations under the Documents to which it is a party.  Each Credit Document to which any Illinois
and Delaware Party is a party has been duly authorized by such Illinois and
Delaware Party.


 


16

















 


Each Illinois and Delaware
Party has duly executed and delivered each Credit Document to which it is a
party.


 


Each Document to which any
Credit Party is a party constitutes the legal, valid, and binding obligation of
such Credit Party enforceable against such Credit Party in accordance with its
terms.


 


1.             No authorization or approval or other action by, and no
notice to or filing with, any U.S. Federal, Illinois state or New York
state governmental authority under Applicable Law (as defined below) is
required (a) for the due execution and delivery by any Credit Party of any
Credit Document to which it is a party or for the performance of any Document
to which any Credit Party is a party or (b) for the validity or
enforceability of any Document against any Credit Party party thereto.  The execution and delivery by each Credit
Party of the Credit Documents to which it is a party, the consummation of the
transactions contemplated thereby, and the performance by each Credit Party of
its obligations under each Document to which it is a party, (i) do not
violate any Applicable Law or any provision of the certificate of
incorporation, certificate of formation, bylaws or operating agreement of such
Credit Party and (ii) do not constitute a breach of or default under any
agreement or instrument listed on Schedule I hereto.  “Applicable Law” means (A) the
Delaware General Corporation Law as in effect on the date hereof, (B) the
Illinois Business Corporation Act, (C) the Illinois Limited Liability
Company Act and (D) those U.S. federal, Illinois and New York laws, rules and
regulations that, in our experience, would normally be applicable to
transactions of the type contemplated by the Documents, without our having made
any special investigation as to the applicability of any specific law, rule or
regulation, and in any event excludes laws of the type specified in paragraph J(v) below.


 


2.             Assuming the Borrower does not apply the proceeds of the
Loans for the purpose, whether immediate, incidental or ultimate, of buying or
carrying “margin stock” (as defined in 12 C.F.R. §221.2), other than shares of
the capital stock of the Parent which are either retired or held by the Parent
as treasury shares, the making of the Loans as provided in the Credit Agreement
will not violate the provisions of Regulation U or X of the Board of Governors
of the Federal Reserve System.


 


3.             No Credit Party is an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.


 


The
opinions expressed herein are subject to the following qualifications and
assumptions:


 


(a)                                  Our opinions
are subject to (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, conservatorship, receivership or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors and (ii) the effect of general principles of equity (including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing), regardless of whether considered in a proceeding in equity or at law,
and the discretion of the court before which any proceeding therefor may be
brought.


 


(b)                                 Certain
remedial provisions may be unenforceable in whole or in part, but the inclusion
of such provisions does not, in our opinion, render the Documents invalid as a
whole and there exist, in the Documents or pursuant to applicable law, 


 


17

















 


adequate remedies for the
practical realization of the principal benefits afforded by the Documents
(except for the economic consequences of procedural or other delay).


 


(c)                                  We have assumed
that no party to the Documents has expressly or by implication waived,
subordinated or agreed to any modification of any interest created under the
Documents.


 


(d)                                 We express no
opinion as to the enforceability of the indemnification provisions of the
Documents insofar as said provisions contravene public policy or might require
indemnification or payments to any Person with respect to any litigation
determined adversely to such Person, or any loss, cost or expense arising out
of the gross negligence or willful misconduct of such Person or any violation
by such Person of statutory duties, general principles of equity or public
policy.


 


(e)                                  We express no
opinion as to the enforceability under certain circumstances of provisions
indemnifying a party against liability or requiring contribution from a party
for liability, where such indemnification or contribution is contrary to public
policy.


 


(f)                                    We express no
opinion as to the effect of the law of any jurisdiction other than the State of
New York wherein the enforcement of the Documents may be sought that limits the
rates of interest legally chargeable or collectible.


 


(g)                                 We express no
opinion as to any provision of the Documents: 
(i) authorizing or permitting any party to make determinations
in its sole discretion; (ii) restricting access to legal or equitable
remedies; (iii) purporting to appoint any person as the attorney-in-fact
of any other person; (iv) providing that the Documents may only be
amended, modified or waived in writing; (v) stating that all rights or
remedies of any party are cumulative and may be enforced in addition to any
other right or remedy and that the election of a particular remedy does not
preclude recourse to any or more remedies; or (vi) purporting to provide
for severability of the provisions thereof.


 


(h)                                 Provisions of
the Documents that permit any party thereto to take actions or make
determinations may be subject to a requirement that such actions be taken or
such determinations be made on a reasonable basis and in good faith.


 


(i)                                     We express no
opinion as to the enforceability, under certain circumstances, of provisions
imposing penalties or forfeitures, late payment charges or an increase in
interest rate upon delinquency in payment or the occurrence of a default.


 


(j)                                     We express no
opinion as to:


 


(1)                                  the existence
of any Person’s ownership rights in or title to any property;


 


(2)                                  the validity,
perfection, enforceability or priority of any Lien on any property;


 


(3)                                  any agreement
by any Credit Party to waive jury trial, submit to jurisdiction or appoint an
agent for acceptance of service of process;


 


18

















 


(4)                                  any provision
of any Document purporting to waive any objection to the laying of venue or any
claim that an action or proceeding has been brought in an inconvenient forum;


 


(5)                                  compliance
with, or any governmental or regulatory filing, approval, authorization,
license, consent or notice, registration or filing required by or under, any (1) U.S.
Federal or state environmental law, (2) U.S. Federal or state antitrust
law, (3) U.S. Federal or state taxation law, (4) U.S. Federal or
state worker health or safety, zoning or permitting or land use matter, (5) U.S.
Federal or state patent, trademark or copyright statute, rule or
regulation, (6) statutory or other requirement relating to the disposition
of hazardous waste or environmental protection, (7) U.S. Federal or state
receivership or conservatorship law, (8) securities registration or
antifraud provisions under any U.S. Federal or state securities law, (9) U.S.
Federal or state labor or employment law, (10) U.S. Federal or state
employee benefits or pension law or (11) insurance law;


 


(6)                                  any provision
of any Document which authorizes or permits any purchaser of a participation
interest from any party to set off or apply any deposit or property or any
indebtedness with respect to any participation interest;


 


(vii)                           any provision of any
Document (1) restricting access to legal or equitable remedies, (2) purporting
to establish evidentiary standards, (3) purporting to appoint any Person
as the attorney-in-fact of any other Person, (4) which provides that the
Documents may only be amended, modified or waived in writing or (5) stating
that all rights or remedies of any party are cumulative and may be enforced in
addition to any other right or remedy and that the election of a particular
remedy does not preclude recourse to one or more remedies; or


 


(viii)                        the existence of any
violation of, or default under, any financial ratio or test that may be contained
in any agreement or instrument.


 


(k)                                  We note that
the enforceability of the Documents may be limited or rendered ineffective if
the Administrative Agent or any Lender fails to act in good faith and in a
commercially reasonable manner in seeking to exercise its rights and remedies
thereunder.  Without limiting the
generality of the foregoing, we note that a court might hold that a technical
and nonmaterial default under the Documents does not give rise to a right of
the Administrative Agent or any Lender to exercise certain remedies including,
without limitation, acceleration.


 


(l)                                     No opinion is
rendered herein as to the effect of any law to which any Credit Party may be
subject as a result of the legal or regulatory status of the Administrative
Agent or any Lender or the involvement by such Persons in the transactions
contemplated by the Documents.


 


(m)                               We express no
opinion as to whether a court sitting in any jurisdiction other than the State
of New York will honor the choice of New York law to govern the Documents that
specify that New York law is the governing law with respect thereto.  With respect to the choice of law provisions
in the Documents that specify that New York law is to apply, we draw to your
attention that the 


 


19

















 


enforceability of such
provisions (i) may be limited by public policy considerations of any
jurisdiction, other than the State of New York, in which enforcement of such
provisions, or of a judgment upon an agreement containing such provisions, is
sought, (ii) may be limited by the power of a United States District Court
sitting in New York or a court of the State of New York to decline to hear an
action based on the Documents on the ground that New York is an inconvenient
forum and (iii) does not apply to the extent provided in subsection two of
Section 1-105 of the Uniform Commercial Code.  We express no opinion as to whether a United
States federal court would have subject matter jurisdiction over any action
arising out of the Documents.


 


We
call to your attention that we have not generally represented the Credit
Parties in their business activities and are not familiar with the nature and
extent of such activities, and that our engagement has been limited to specific
matters as to which we have been consulted by the Credit Parties in connection
with the Documents.  Accordingly, we are
not generally familiar with any Credit Party’s legal affairs or the regulatory
regimes to which any such Credit Party or any of its affiliates is subject.


 


Members
of our firm are members of the State Bars of Illinois and New York.  This opinion is limited to Applicable Law and
we express no opinion herein as to any other law.


 


This
opinion is furnished to you solely in connection with the transactions
contemplated herein and may not be relied upon by anyone other than you without
our express written consent.    
Notwithstanding the foregoing, your permitted assignees under the Credit
Agreement may rely on this opinion as if it were addressed to them.  This opinion speaks solely as of the date
hereof and is based solely upon factual matters in existence on the date hereof
and on laws and regulations in effect on the date hereof and we do not
undertake any obligation to update this opinion in the event of changes in such
factual matters or laws or regulations or additional legislation.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAYER,
  BROWN, ROWE & MAW LLP

  



 


20

















 


Schedule I


 


1.                                       Second Amended
and Restated Receivables Sale Agreement, dated as of March 28, 2003, among
the Borrower, as seller, Financial, as purchaser, and Financial, as servicer.


 


2.                                       Amended and
Restated USFS Receivables Sale Agreement, dated as of March 28, 2003,
among Financial, as seller, USS Receivables Company, Ltd. (“USSR”), as
purchaser, and Financial as servicer.


 


3.                                       Second Amended
and Restated Servicing Agreement, dated as of March 28, 2003, among USSR,
Financial, as servicer, the Borrower, as support provider, and Bank One, NA, as
trustee.


 


4.                                       Second Amended
and Restated Pooling Agreement, dated as of March 28, 2003, among USSR,
Financial, as servicer, and Bank One, NA, as trustee.


 


5.                                       Series 2003-1
Supplement, dated as of March 28, 2003, to the Second Amended and Restated
Pooling Agreement, dated as of March 28, 2003, by and among USSR,
Financial, as servicer, Bank One, NA, as funding agent, Falcon Asset
Securitization Corporation, as initial purchaser, the other parties from time
to time thereto, and Bank One, NA, as trustee.


 


6.                                       Second Amended
and Restated Series 2000-2 Supplement, dated as of March 28, 2003, to
the Second Amended and Restated Pooling Agreement, dated as of March 28,
2003, by and among USSR, Financial, as servicer, Market Street Funding
Corporation, as committed purchaser, PNC Bank, National Association, as
administrator, and Bank One, NA, as trustee.


 


7.                                       Series 2004-1
Supplement, dated as of March 26, 2004 to the Second Amended and Restated
Pooling Agreement, dated as of March 28, 2003 by and among Fifth Third
Bank (Chicago) and JPMorgan Chase Bank, N.A.


 


8.                                       Omnibus
Amendment, dated as of March 24, 2006, by and among the Borrower, USSR,
Financial, Falcon Asset Securitization Corporation, PNC Bank, National
Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and
JPMorgan Chase Bank, N.A., as trustee


 


9.                                       Omnibus
Amendment, dated as of March 25, 2005, by and among the Borrower, USSR,
Financial, Falcon Asset Securitization Corporation, PNC Bank, National
Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and
JPMorgan Chase Bank, N.A., as trustee.


 


10.                                 Omnibus Amendment, dated as
of March 26, 2004, by and among the Borrower, USSR, Financial, Falcon
Asset Securitization Corporation, PNC Bank, National Association, Market Street
Funding Corporation, Bank One, NA (Main Office Chicago) and JPMorgan Chase
Bank, N.A., as trustee.


 
















 


PHELPS DUNBAR LLP


COUNSELORS AT LAW


 


	
  New Orleans, LA

  	
   

  	
   

  	
   

  	
  Jackson, MS

  
	
   

  	
   

  	
  CANAL PLACE

  	
   

  	
   

  
	
  Baton Rouge, LA

  	
   

  	
  365 CANAL STREET · SUITE 2000

  	
   

  	
  Tupelo, MS

  
	
   

  	
   

  	
  NEW ORLEANS, LOUISIANA 70130-6534

  	
   

  	
   

  
	
  Houston, TX

  	
   

  	
  (504) 566-1311

  	
   

  	
  Gulfport, MS

  
	
   

  	
   

  	
  FAX: (504) 568-9130

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Tampa, FL

  



 


www.phelpsdunbar.com


 


July 5, 2007





JPMorgan
Chase Bank, N.A.


As
Agent for the Lenders Hereinafter Named


1
Bank One Plaza


Chicago, Illinois
60670


 


AND


 


Each
of the Lenders Named in the


Credit
Agreement referred to below


 


Re:  Lagasse, Inc.


 


Ladies
and Gentlemen:


 


We
have acted as special Louisiana counsel to Lagasse, Inc., a Louisiana
corporation (“Lagasse”), in connection with the transactions contemplated by
that certain Second Amended and Restated Five-Year Credit Agreement dated as of
July 5, 2007 (the “Credit Agreement”), among United Stationers Supply Co.,
an Illinois corporation (“Supply”), United Stationers Inc., a Delaware
corporation (the “Parent”), the lenders named therein (the “Lenders”) and
JPMorgan Chase Bank, N.A. as Administrative Agent (the “Agent”), which amends,
supersedes and restates in its entirety that certain Amended and Restated
Five-Year Revolving Credit Agreement dated as of October 12, 2005 by and
among Supply, the Parent, the Lenders and the Agent, and also in connection
with that certain Amendment No. 1 dated as of July 5, 2007 (the “Security
Agreement Amendment”), to that certain Pledge and Security Agreement (the “Security
Agreement”) dated as of March 21, 2003, by and among Lagasse, Parent,
Financial, Technology and Agent, and that certain Reaffirmation (the “Reaffirmation”)
dated as of July 5, 2007, by and among Lagasse, the Parent, Supply, United
Stationers Financial Services LLC (“Financial”) and United Stationers
Technology Services LLC (“Technology”), pertaining to (i) that certain
Guaranty (“Guaranty”) dated as of March 21, 2003, by and among Lagasse,
the Parent, Financial, Technology, and together with any additional Domestic
Subsidiaries (as defined in the Credit Agreement) party thereto in favor of
Agent and (ii) the Security Agreement.


 


22

















 


In
connection with this opinion, we have examined such corporate documents and
records of Lagasse and certificates of public officials as we have deemed
necessary or appropriate for the purposes of this opinion.  In addition, we have examined an executed
counterpart of the Reaffirmation and the Security Agreement Amendment
(hereinafter sometimes referred to as the “Lagasse Documents”).


 


In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, and the conformity to authentic originals of all documents
submitted to us as copies.  As to various
questions of fact material to our opinion, we have relied upon representations
and recitals made in the Lagasse Documents and upon certificates of public
officials and of officers of Lagasse.


 


In
rendering the opinions expressed below, we have assumed, with respect to all of
the documents referred to in this opinion letter, that (except, to the extent
set forth in the opinions expressed below, as to Lagasse):


 


(i)                                     such documents
have been duly authorized by, have been duly executed and delivered by, and constitute
legal, valid, binding and enforceable obligations of, all of the parties to
such documents;


 


(ii)                                  all signatories
to such documents have been duly authorized; and


 


(iii)                               all of the
parties to such documents are duly organized and validly existing and have the
power and authority (corporate or other) to execute, deliver and perform such
documents, and the consummation of the
transactions contemplated thereby does not violate the corporate or other
charter documents or bylaws of, or any corporate or banking laws pertinent to,
or agreements or court orders or judgments binding upon the parties thereto.


 


For
the purpose of this opinion, we further assume:


 


(iv)                              That no consent
or approval of or filing with any Louisiana governmental authority, applicable
to Lagasse specifically (as opposed to applicable normally to similarly
situated general business corporations which are not engaged in regulated
business activities), or any federal and non-Louisiana governmental authority,
are necessary for the execution, delivery and performance by Lagasse of the
Lagasse Documents; and


 


(vi)                              That there are
no documents or agreements between or among Lagasse, Parent, Supply, the Agent
or the Lenders or any other Holders of Secured Obligations (as defined in the
Credit Agreement), or any two or more of said parties, which alter the
provisions of the Lagasse Documents (or the Guaranty or the


 


23

















 


Security Agreement) and which would have an effect on the opinions
expressed in this opinion letter.


 


Based
on the foregoing, and subject to the further limitations, qualifications and
assumptions set forth below, we are of the opinion that:


 


1.                                       Lagasse is a
corporation validly existing and in good standing under the laws of the State
of Louisiana.


 


2.                                       Lagasse has the
corporate power and authority to enter into and perform its obligations under
the Lagasse Documents.


 


3.                                       Lagasse’s
execution, delivery and performance of its obligations under the Lagasse
Documents have been duly authorized by all necessary corporate action on the
part of Lagasse.


 


4.                                       Each Lagasse
Document has been duly executed and delivered by Lagasse.


 


5.                                       No consent or
approval of or filing with any Louisiana governmental authority is required on
the part of Lagasse for the execution and delivery by Lagasse of the Lagasse
Documents.


 


6.                                       Lagasse’s
execution, delivery and performance of the Lagasse Documents does not and will
not (a) violate any provision of the Articles of Incorporation of Lagasse,
or (b) violate applicable provisions of Louisiana statutory law or
regulation.


 


The
opinions expressed above are further subject to the specific exceptions and
qualifications enumerated below:


 


(A)                              The opinions
expressed above are subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect
relating to or affecting the rights of creditors generally, and by general
principles of equity (whether enforcement is considered in a proceeding in
equity or law), including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing which among other effects may limit
the availability of certain remedies, such as self-help, injunctive relief and
specific performance. In particular, we express no opinion as to the possible
applicability of provisions of the bankruptcy, insolvency and similar laws of
the United States and the State of Louisiana pertaining to fraudulent
conveyances.


 


(B)                                We express no
opinion as to the grant, perfection or effect of perfection or non-perfection,
or priority of a security interest in any Collateral (as defined in the Credit
Agreement).


 


(C)                                We have not
examined or verified, and we express no opinion as to, the existence or
condition of, or the status of title to, any properties, rights or interests.


 


24

















 


(D)                               We express no
opinion as to the enforceability of the Lagasse Documents, and our opinion
expressed in paragraph 6(b) above should not be so construed.


 


(E)                                 We express no
opinion regarding whether Lagasse has made any filings (other than as stated in
Opinion Paragraph 1 above) or obtained or maintained any permits or other
approvals required by or necessary for the operation of its business, including
the operation of the Collateral, or whether Lagasse or the Collateral is in
compliance with or in violation of any federal or state environmental, zoning,
safety or other laws or regulations.


 


(F)                                 We express no
opinion as to the application or effect of any state or federal environmental
or intellectual property laws.


 


The
foregoing opinion is limited to the laws of the State of Louisiana.  We express no
opinion as to matters governed by federal laws or the laws of any other state
or any foreign jurisdiction or any matters of municipal law.  Furthermore, no opinion is expressed herein
as to the effect of any future acts of the parties or changes in existing
law.  We undertake no responsibility to
advise you of any changes after the date hereof in the law or the facts
presently in effect that would alter the scope or substance of the opinion
herein expressed.  This letter expresses
our legal opinion as to the foregoing matters based on our professional
judgment at this time; it is not, however, to be construed as a guaranty, nor is
it a warranty that a court considering such matters would not rule in a
manner contrary to the opinion set forth above.


 


The
opinions expressed herein are rendered as of the date hereof. The opinions
expressed herein are rendered solely for your benefit and the benefit of your
successors and assigns in connection with the transactions described
herein.  Those opinions may not be used
or relied upon by any other person, nor may this letter or any copies hereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent, except that copies may
be furnished to your independent auditors, legal counsel and bank regulatory
authorities and pursuant to an order or legal process of any relevant
governmental authority.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHELPS
  DUNBAR, L.L.P.

  



 


25

















 


July 5,
2007


 


To
the Administrative Agent and the Lenders party to the

Credit Agreement referred to below


 


Ladies
and Gentlemen:


 


I
am the General Counsel of United Stationers Inc. (“United”), the
ultimate parent company of each of United Stationers Supply Co., an Illinois
corporation (“USSCo”), United Stationers Financial Services LLC, an
Illinois limited liability company (“USFS”), and United Stationers
Technology Services LLC, an Illinois limited liability company (“USTS”;
and together with USFS and USSCo, each a “Loan Party” and collectively,
the (“Loan Parties”), and have reviewed the documents prepared in
connection with the authorization, execution and delivery of, and the
consummation of the transactions contemplated by, the Second Amended and
Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007
(the “Credit Agreement”),  among
USSCo, as borrower, United, the lenders named therein (collectively, the “Lenders”)
and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative
Agent”). Capitalized terms defined in the Credit Agreement and used (but
not otherwise defined) herein are used herein as so defined.  This opinion is delivered to you pursuant to Section 4.1.6
of the Credit Agreement.


 


In
so acting, I and/or members of my staff have examined original or copies,
certified or otherwise identified to our satisfaction, of the following
documents:


 


(i)                                     the Credit
Agreement;


 


(ii)                                  Amendment No. 1
to the Security Agreement (the “Amendment”);


 


(iii)                               the Security
Agreement as amended by the Amendment (the “Amended Security Agreement”)


 


(iv)                              the
Reaffirmation (together with items (i) and (ii), the “Loan Documents”));
and


 


(v)                                 such corporate
and limited liability company records, as the case may be, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers, managers and representatives of the Loan
Parties as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.


 


We
have also made such inquiries of such officers and representatives of the Loan
Parties as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.


 


In
such examination, we have assumed the genuineness of all signatures (other than
those of the Loan Parties), the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents.  As to all questions of fact material to this
opinion that have not been independently established, we have relied upon
certificates or comparable documents of officers, managers and


 


26

















 


representatives
of the Loan Parties and upon the representations and warranties of the Loan
Parties contained in the Loan Documents.


 


Based
on the foregoing, and subject to the qualifications stated herein, I am of
the opinion that:


 


1.                                       USSCo has all
requisite corporate power and authority to own, lease, encumber and operate its
properties and to carry on its business as now being conducted.  Each of USFS and USTS has all requisite
limited liability company power and authority to own, lease, encumber and
operate its properties and to carry on its business as now being conducted.


 


2.                                       The execution
and delivery of the Loan Documents by each Loan Party party thereto, the
consummation of the transactions contemplated thereby and by the Amended
Security Agreement by such Loan Party and compliance by each Loan Party which
is a party thereto with the provisions thereof pertaining to such Loan Party,
will not conflict with, constitute a default under or violate any judgment,
writ, injunction, decree, order or ruling of any court or governmental
authority binding on such entity of which I am, or any member of my staff is,
aware.


 


3.                                       To my
knowledge, or the knowledge of my staff, after inquiry of the responsible
officers and managers of the Loan Parties, there is no litigation, proceeding
or governmental investigation pending or overtly threatened against any of the
Loan Parties or any of their respective properties that relates to any of the
transactions contemplated by the Loan Documents or by the Amended Security
Agreement.


 


The
opinions expressed herein are limited to the laws of the State of Illinois and
I express no opinion as to the effect on the matters covered by this letter of
the laws of any other jurisdiction.


 


The
opinions expressed herein are rendered solely for your benefit and the benefit
of your successors and assignees, in connection with the transactions described
above.  These opinions may not be relied
upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without my prior written consent, except that copies of
this opinion may be furnished to your independent auditors, legal counsel and
appropriate regulatory authorities and pursuant to an order or legal process of
any relevant governmental authority.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Eric
  A. Blanchard

  
	
   

  	
   

  
	
   

  	
  Senior
  Vice President, General Counsel and Secretary

  



 


27

















 


EXHIBIT B


 


FORM OF COMPLIANCE CERTIFICATE


 


To:                              The Lenders
parties to the

Credit Agreement described below


 


This
Compliance Certificate is furnished pursuant to that certain Second Amended and
Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007
(as the same may be amended, modified, renewed or extended from time to time,
the “Agreement”), among United Stationers Supply Co. (the “Borrower”), United
Stationers Inc., as a credit party, the financial institutions from time to
time party thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A.,
as Administrative Agent (the “Agent”) for the Lenders.  Unless otherwise defined herein, capitalized
terms used in this Compliance Certificate have the meanings ascribed thereto in
the Agreement.


 


THE
UNDERSIGNED HEREBY CERTIFIES, IN HIS/HER CAPACITY AS AN OFFICER OF THE
BORROWER AND NOT INDIVIDUALLY, THAT:


 


1.  I am the duly elected                     
of the Borrower;


 


2.  I have reviewed the terms of the Agreement
and I have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of the Borrower and its Subsidiaries
during the accounting period covered by the attached financial statements;


 


3.  The examinations described in paragraph 2 did
not disclose, and I have no knowledge of, the existence of any condition or
event which constitutes a Default or Unmatured Default during or at the end of
the accounting period covered by the attached financial statements or as of the
date of this Certificate, except as set forth below;


 


4.  Schedule I attached hereto sets forth
financial data and computations evidencing the Borrower’s compliance with
certain covenants of the Agreement, all of which data and computations are
true, complete and correct in all material respects.


 


Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and
the action which the Borrower has taken, is taking, or proposes to take with
respect to each such condition or event:


 


 


 


 

















 


 


 


The
foregoing certifications, together with the computations set forth in Schedule
I hereto and the financial statements delivered with this Certificate in
support hereof, are made and delivered this
       day of
                    ,
          .


 


 


	
   

  	
  UNITED
  STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


SCHEDULE I TO COMPLIANCE CERTIFICATE


 


Compliance as of
                  ,
         (the “Compliance Date”) with

Provisions of Section 6.20, 6.21, 6.22 and certain other Sections of

the Agreement


 


I.                                         FINANCIAL COVENANTS


 


A.                                   MAXIMUM LEVERAGE RATIO (Section 6.20)


 


(1)                                  Consolidated Funded Indebtedness


 


	
  (a)

  	
  Consolidated Indebtedness for borrowed money

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Undrawn amount of all
  standby Letters of Credit(3)

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Principal component of
  all Capitalized Lease Obligations

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Off-Balance Sheet
  Liabilities

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Disqualified Stock

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  Sum of (a) through
  (e), inclusive

  	
   

  	
  $

  



 


(2)                                  Consolidated EBITDA


 


	
  (a)

  	
  Consolidated Net Income

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Consolidated Interest
  Expense

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Taxes

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Depreciation

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Amortization

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  Losses attributable to
  equity in Affiliates

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
  Non-cash charges
  related to employee compensation

  	
  +

  	
  $

  



 






(3)  Exclude
(i) up to $10,000,000 of Letters of Credit supporting worker’s
compensation obligations and (ii) all Letters of Credit supporting
indebtedness identified in clauses (a) through (e), inclusive.


 

















 


	
  (h)

  	
  Extraordinary non-cash
  or nonrecurring non-cash charges or losses

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  Extraordinary non-cash
  or nonrecurring non-cash gains

  	
  –

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
  Consolidated EBITDA

  	
  =

  	
  $

  



 


	
  (3)

  	
  Leverage Ratio (Ratio
  of (1) to (2))

  	
  to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
  State whether the
  Leverage Ratio exceeded 3.25 to 1.00

  	
  Yes/No

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  MINIMUM CONSOLIDATED NET WORTH (Section 6.21).

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  State whether
  Consolidated Net Worth (as defined) was less than $550,000,000, minus
  amounts expended by the Parent on or after July 1, 2007 in connection
  with permitted stock repurchases and redemptions of capital stock, plus
  fifty percent (50%) of the sum of Consolidated Net Income (if positive)
  calculated separately for each fiscal quarter commencing with the fiscal
  quarter ending on June 30, 2007 plus 50% of Net Cash Proceeds (as
  defined) resulting from issuances of the Parent’s or any Subsidiary’s capital
  stock at any time from and after the Restatement Effective Date

  	
  Yes/No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  CAPITAL EXPENDITURES
  (Section 6.22).

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  State whether or not
  the Parent or any Subsidiary has expended, for Capital Expenditures in the
  acquisition of fixed assets in any fiscal year in the aggregate for the
  Parent and its Subsidiaries, in excess of $75,000,000, plus any amount
  permitted to be expended in the immediately preceding fiscal year (pursuant
  to the absolute dollar limitation for such preceding fiscal year and not
  pursuant to any carryover provision from a prior fiscal year) but not
  expended

  	
  Yes/No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
  OTHER MISCELLANEOUS
  PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.

  	
  RESTRICTED PAYMENTS
  (Section 6.10)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  Maximum amount of
  permitted redemptions and repurchases of the capital stock of the Parent and
  warrants or options therefor and distributions on the Parent’s capital stock
  at any time the Leverage Ratio, calculated on a pro forma basis as of the
  last day of the fiscal quarter ending on or immediately prior to any date of
  determination for which

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  financial statemetns have been delivered, shall be
  equal to or greater than 2.75 to 1.00:

  	
   

  	
   

  



 


	
  (a)

  	
  Greater of
  (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus
  (y) 50% of Consolidated Net Income in each fiscal quarter beginning with
  the fiscal quarter ending June 30, 2007

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (b) 

  	
  Net cash proceeds
  received by the Parent or the Borrower from the exercise of stock options issued
  to directors, officer and employees from and after the Restatement Effective
  Date

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Maximum amount of
  permitted redemptions and repurchases:

  	
   

  	
  $

  



 


	
   

  	
  (2)

  	
  Aggregate amount paid
  in respect of redemptions and repurchases of and distributions on the capital
  stock of the Parent or warrants or options therefor

  	
   

  	
   

  



 


	
  (a) 

  	
  Aggregate amount of all
  redemptions or repurchases and distirbutions prior to this period

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (b) 

  	
  Aggregate amount of all
  redemptions or repurchases and distirbutions made during this period

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (c) 

  	
  Aggregate amount of all
  redemptions and repurchases and distirbutions made on or after the
  Restatement Effective Date:

  	
   

  	
  $

  



 


	
   

  	
  (3)

  	
  State whether clause 2(c) exceeds clause 1(c)

  	
  Yes/No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  ASSET SALES
  (Section 6.12)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  State whether any asset
  sales (other than asset sales permitted pursuant to Sections 6.12.1 through
  6.12.9, inclusive) have occurred.

  	
  Yes/No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  If yes, attach as a
  schedule hereto the details of such asset sales and calculation of compliance
  with Section 6.12.10.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C. 

  	
  INDEBTEDNESS
  (Section 6.14)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  Aggregate outstanding
  principal amount of Indebtedness in respect of Receivables Purchase
  Facilities [Maximum: $350,000,000]

  	
  $

  	
   

  



 

















 


	
   

  	
  (2)

  	
  Aggregate outstanding
  principal amount of Indebtedness incurred in connection with purchase money
  security interests and Capital Leases [Maximum: $25,000,000]

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  Aggregate outstanding
  principal amount of unsecured, subordinated Indebtedness incurred pursuant to
  Section 6.14.11

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (4)

  	
  Aggregate outstanding
  principal amount of Indebtedness incurred pursuant to Section 6.14.12 [Maximum:
  $200,000,000]

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  Aggregate outstanding
  principal amount of Indebtedness incurred pursuant to Section 6.14.13 [Maximum:
  $40,000,000]

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
  LIENS
  (Section 6.15)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  Aggregate outstanding
  principal amount of Indebtedness secured by Liens permitted under
  Section 6.15.24 [Maximum: $15,000,000]

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  Aggregate outstanding
  principal amount of Indebtedness secured by Liens permitted under
  Section 6.15.25 [Maximum: $200,000,000]

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
  CREDIT PARTIES
  (Section 6.23)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Domestic Subsidiaries and Material Foreign Subsidiaries(4)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1)

  	
  Set forth below is a
  list of all Domestic Subsidiaries (other than the Borrower and SPVs) and all
  Material Foreign Subsidiaries of the Parent and each Subsidiary.  Also set forth below is an indication of
  whether such Subsidiaries are parties to the Collateral Documents.

  	
   

  	
   

  



 


	
  Name
  of Domestic Subsidiaries and Jurisdiction of Formation

  	
   

  	
  Signatory to

  Guaranty (Yes/No)

  
	
   

  	
   

  	
   

  
	
  United
  Stationers Financial Services LLC (Illinois)

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  
	
  United
  Stationers Technology Services LLC (Illinois)

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  
	
  Lagasse, Inc.
  (Louisiana)

  	
   

  	
  Yes

  



 






(4)  Borrower to update and confirm.


 

















 


	
  Name
  of Material Foreign Subsidiaries and Jurisdiction of

  Formation

  	
   

  	
  Capital Stock

  Pledged (Yes/No)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  F.

  	
  FOREIGN SUBSIDIARY
  INVESTMENTS (Section 6.24)

  	
   

  	
   

  



 


	
  (a) 

  	
  Aggregate outstanding
  principal amount of all Indebtedness of any Foreign Subsidiary to a Credit
  Party incurred on or after the Restatement Effective Date

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Aggregate outstanding
  Investments by any Credit Party in all Foreign Subsidiaries made on or after
  the Restatement Effective Date

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (c) 

  	
  Aggregate value of
  assets transferred by any Credit Party to all Foreign Subsidiaries on or
  after the Restatement Effective Date

  	
  +

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Total Foreign
  Subsidiary Investments in Foreign Subsidiaries (sum of (a) through
  (c) inclusive)

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  State whether the
  amount in clause (d) is greater than $40,000,000

  	
   

  	
  Yes/No

  	
   

  



 
















 


EXHIBIT C


 


FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This
Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(as amended, the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by the Assignee.  The
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Terms and Conditions and
the Credit Agreement, as of the Effective Date inserted by the Agent as
contemplated below, the interest in and to all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto that represents the
amount and percentage interest identified below of all of the Assignor’s
outstanding rights and obligations under the respective facilities identified
below (including, without limitation, any letters of credit, guaranties and
swingline loans included in such facilities and, to the extent permitted to be
assigned under applicable law, all claims (including without limitation
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity), suits, causes of action and any other right
of the Assignor against any Person whether known or unknown arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned
Interest”).  Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.


 


	
  1.

  	
  Assignor:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Assignee:

  	
   

  	
   

  	
  [and is an Affiliate/Approved

  
	
   

  	
   

  	
  Fund of [identify Lender](5)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Borrower:

  	
  United Stationers Supply Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Agent:

  	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  as the Administrative Agent under the Credit
  Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Credit Agreement:

  	
  The Second Amended and Restated Five-Year Revolving
  Credit

  
						



 






(5)  
Select as applicable.


 

















 


	
   

  	
   

  	
  Agreement dated as of July 5, 2007, among the
  Borrower, United Stationers Inc., as a credit party, the financial
  institutions party thereto as Lenders, and the Agent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Assigned Interest:

  	
   

  	
   

  	
   

  



 


	
  Facility Assigned

  	
   

  	
  Aggregate Amount of

  Commitment/Loans

  for all Lenders*

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned*

  	
   

  	
  Percentage Assigned

  of

  Commitment/Loans(6)

  
	
  Revolving Loan Facility

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


	
  7.

  	
  Trade Date:

  	
  (7)

  	
   

  	
   

  



 


Effective Date: 
                        ,
20     [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]


 


The
terms set forth in this Assignment and Assumption are hereby agreed to:


 


	
   

  	
  ASSIGNOR

  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
  ASSIGNEE

  [NAME OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  
	
  [Consented to and](8) Accepted:

  	
   

  	
   

  
	
  JPMORGAN CHASE BANK, N.A., as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to:](9)

  	
   

  	
   

  
				



 






*Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.


(6) Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.


(7) Insert if satisfaction of minimum amounts is
to be determined as of the Trade Date.


(8) To be added only if the consent of the Agent
is required by the terms of the Credit Agreement.


(9) To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement.


 

















 


	
  [UNITED STATIONERS SUPPLY CO.]

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 

















 


ANNEX 1

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.  Representations
and Warranties.


 


1.1  Assignor.  The Assignor represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby.  Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document, (iv) the
performance or observance by the Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the
Borrower, or any guarantor, or (vi) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.


 


1.2.  Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iii) agrees that its payment instructions and notice
instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms
that none of the funds, monies, assets or other consideration being used to
make the purchase and assumption hereunder are “plan assets” as defined under
ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be “plan assets” under ERISA, (v) agrees to indemnify
and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities
incurred by the Assignor in connection with or arising in any manner from the
Assignee’s non-performance of the obligations assumed under this Assignment and
Assumption, (vi) it has received a copy of 
the Credit Agreement, together with copies of financial statements and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption
and to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Agent or any
other Lender, and (vii) attached as Schedule 1 to this Assignment and
Assumption is any documentation required to be delivered by the Assignee with
respect to its tax status pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee and (b) agrees that (i) it
will, independently and without reliance on the Agent, the Assignor 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 the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.


 


2.  Payments.  The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee.  From and after the Effective Date, the Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.


 


3.  General
Provisions.  This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the internal law of the State of New York.


 

















 


SCHEDULE 1


 


ADMINISTRATIVE QUESTIONNAIRE


 


(Schedule to be supplied by Closing Unit or Trading Documentation Unit)


 


US AND NON-US TAX INFORMATION
REPORTING REQUIREMENTS


 


(Schedule to be supplied by Closing Unit or Trading Documentation Unit)


 

















 


EXHIBIT D


 


FORM OF PROMISSORY NOTE


 


             ,
20      


 


UNITED
STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”),
promises to pay to the order of
                                                                        
or its registered assigns (the “Lender”) the aggregate unpaid principal amount
of all Loans made by the Lender to the Borrower pursuant to Article II of
the Agreement (as hereinafter defined), in immediately available funds at the
main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as
Administrative Agent (the “Agent”), together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement.  The Borrower shall pay the
principal of and accrued and unpaid interest on the Loans in full on the
Facility Termination Date and shall make such mandatory payments as are
required to be made under the terms of Article II of the Agreement.


 


The
Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of each Loan and the date and amount of each principal payment
hereunder.


 


This
Note is one of the Notes issued pursuant to, and is entitled to the benefits
of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated
as of July 5. 2007 (which, as it may be amended or modified and in effect
from time to time, is herein called the “Agreement”), among the Borrower,
United Stationers Inc., as a credit party, the lenders party thereto, including
the Lender, and the Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated.  This Note is secured
pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty,
all as more specifically described in the Agreement, and reference is made
thereto for a statement of the terms and provisions thereof.  Capitalized terms used herein and not
otherwise defined herein are used with the meanings attributed to them in the
Agreement.


 


This Note shall be governed by, and construed in
accordance with, the internal law of the State of New York.


 


 


	
   

  	
  UNITED
  STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

NOTE OF UNITED STATIONERS SUPPLY CO.,

DATED [DATE], 20


 


	
  Date

  	
   

  	
  Principal

  Amount of

  Loan

  	
   

  	
  Maturity

  of Interest

  Period

  	
   

  	
  Principal

  Amount

  Paid

  	
   

  	
  Unpaid

  Balance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


EXHIBIT E


 


FORM OF DESIGNATION AGREEMENT


 


Dated
                        ,
20  


 


Reference
is made to the Second Amended and Restated Five-Year Revolving Credit
Agreement, dated as of July 5, 2007 (as amended or otherwise modified from
time to time, the “Credit Agreement”), among United Stationers Supply
Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial
institutions from time to time party thereto as lenders (the “Lenders”),
and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”).  Terms defined in the Credit Agreement are
used herein as therein defined.


 


                        (the
“Designating Lender”),
                        
(the “Designated Lender”), and the Borrower agree as follows:


 


1.               The Designating Lender hereby designates the Designated Lender, and the
Designated Lender hereby accepts such designation, as its Designated Lender
under the Credit Agreement.


 


2.               The Designating Lender makes no representations or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant
thereto.


 


3.               The Designated Lender (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Article V and Article VI thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Designation Agreement; (ii) agrees that it will,
independently and without reliance upon the Agent, the Designating Lender 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 any action it may be permitted to take under the Credit Agreement; (iii) confirms
that it is an Eligible Designee; (iv) appoints and authorizes the
Designating Lender as its administrative agent and attorney-in-fact and grants
the Designating Lender an irrevocable power of attorney to receive payments
made for the benefit of the Designated Lender under the Credit Agreement and to
deliver and receive all communications and notices under the Credit Agreement,
if any, that Designated Lender is obligated to deliver or has the right to
receive thereunder; (v) acknowledges that it is subject to and bound by
the confidentiality provisions of the Credit Agreement (except as permitted
under Section 12.4 thereof); and (vi) acknowledges that the
Designating Lender retains the sole right and responsibility to vote under the
Credit Agreement, including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Agreement, and
agrees that the Designated Lender shall be bound by all such votes, approvals,
amendments, modifications and waivers and all other agreements of the
Designating Lender pursuant to or in connection with the Credit Agreement.


 

















 


4.               Following the execution of this Designation Agreement by the Designating
Lender, the Designated Lender and the Borrower, it will be delivered to the
Agent for acceptance and recording by the Agent.  The effective date of this Designation
Agreement shall be the date of acceptance thereof by the Agent, unless
otherwise specified on the signature page hereto (the “Effective Date”).


 


5.               Upon such acceptance and recording by the Agent, as of the Effective Date (a) the
Designated Lender shall have the right to make Loans as a Lender pursuant to Article II
of the Credit Agreement and the rights of a Lender related thereto and (b) the
making of any such Loans by the Designated Lender shall satisfy the obligations
of the Designating Lender under the Credit Agreement to the same extent, and as
if, such Loans were made by the Designating Lender.


 


6.               Each party to this Designation Agreement hereby agrees that it shall not
institute against, or join any other Person in instituting against, any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law for one year and a day after payment in full of all
outstanding senior indebtedness of any Designated Lender; provided that the
Designating Lender for each Designated Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage and
expense arising out of its inability to institute any such proceeding against
such Designated Lender.  This Section 6
of the Designation Agreement shall survive the termination of this Designation
Agreement and termination of the Credit Agreement.


 


7.               This Designation Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.


 

















 


IN
WITNESS WHEREOF, the parties have caused this Designation Agreement to be
executed by their respective officers hereunto duly authorized, as of the date
first above written.


 


Effective
Date(10):


 


	
   

  	
  [NAME
  OF DESIGNATING LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF DESIGNATED LENDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS SUPPLY CO.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Accepted
  and Approved this

  	
   

  
	
          
  day of
                  ,     

  	
   

  
	
   

  	
   

  
	
  JPMORGAN
  CHASE BANK, N.A., as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 






(10)   This
date should be no earlier than the date of acceptance by the Agent.


 

















 


EXHIBIT F


 


LIST OF CLOSING DOCUMENTS


 


Attached


 

















 


$425,000,000


 


UNITED
STATIONERS SUPPLY CO.

SECOND AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT


 


July 5,
2007


 


LIST
OF CLOSING DOCUMENTS(1)


 


A.            LOAN DOCUMENTS


 


1.                                       Second Amended
and Restated Five-Year Revolving Credit Agreement (the “Credit Agreement”) by
and among United Stationers Supply Co., an Illinois corporation (the “Borrower”),
United Stationers Inc., a Delaware corporation, as a credit party (the “Parent”),
the institutions from time to time parties thereto as Lenders (the “Lenders”),
and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for
itself and the other Lenders (the “Administrative Agent”), evidencing a
$425,000,000 revolving credit facility.


 


SCHEDULES


 


Commitment Schedule Pricing Schedule


 


	
  Schedule 5.8

  	
  —

  	
  Subsidiaries

  
	
  Schedule 6.12

  	
  —

  	
  Identified Property Dispositions

  
	
  Schedule 6.13

  	
  —

  	
  Investments

  
	
  Schedule 6.14

  	
  —

  	
  Indebtedness

  
	
  Schedule 6.15

  	
  —

  	
  Liens

  



 


EXHIBITS


 


	
  Exhibit A

  	
  —

  	
  Form of Credit Parties’ Counsel’s Opinion

  
	
  Exhibit B

  	
  —

  	
  Form of Compliance Certificate

  
	
  Exhibit C

  	
  —

  	
  Form of Assignment and Assumption Agreement

  
	
  Exhibit D

  	
  —

  	
  Form of Promissory Note (if requested)

  
	
  Exhibit E

  	
  —

  	
  Form of Designation Agreement

  
	
  Exhibit F

  	
  —

  	
  List of Closing Documents

  



 






(1)   Each
capitalized term used herein and not defined herein shall have the meaning
assigned to such term in the above-defined Credit Agreement.  Items appearing in bold
and italics shall be prepared and/or
provided by the Borrower and/or Borrower’s counsel.


 

















 


2.                                      Amendment
No. 1 dated as of July 5, 2007 to that certain Pledge and Security
Agreement dated as of March 21, 2003.


 


3.                                       Notes, if
requested, executed by the Borrower in favor of each Lender requesting a Note
(each such Lender a “Requesting Lender”) in the aggregate principal amount of
such Requesting Lenders’ Commitments under the Credit Agreement.


 


4.                                       Reaffirmation
executed by the Parent and each Domestic Subsidiary identified in Appendix A
hereto (the Parent, each such Subsidiary and the Borrower herein being the “Credit
Parties”).


 


B.            CORPORATE DOCUMENTS


 


5.                                      Certificate of the Secretary or an Assistant Secretary of
each Credit Party certifying (i) that there have been no changes in the
Articles or Certificate of Incorporation, Certificate of Formation or other
charter document of such Credit Party, as attached thereto and as certified as
of a recent date by the secretary of state (or the equivalent thereof) of its
jurisdiction of organization, if applicable, since the date of the
certification thereof by such secretary of state (or equivalent thereof), if
applicable, (ii) the By-Laws, Operating Agreement, or other applicable
organizational document, as attached thereto, of such Credit Party as in effect
on the date of such certification, (iii) resolutions of the Board of
Directors., Board of Managers, or
other governing body of such Credit Party authorizing the execution, delivery and
performance of each Loan Document to which it is a party, and (iv) the
names and true signatures of the incumbent officers of such Credit Party
authorized to sign the Loan Documents to which it is a party, and, in the case
of the Borrower, authorized to request borrowings under the Credit Agreement.


 


6.                                      Good Standing Certificates (or the equivalent thereof) for
each Credit Party from its respective jurisdiction of organization and those
other jurisdictions identified in Appendix A hereto.


 


C.            OPINIONS


 


7.                                      Opinions of counsel to the Borrower and certain of its
Subsidiaries:


 


(a)                                 Mayer Brown Rowe & Maw LLP


 


(b)                                 Eric A. Blanchard, Senior Vice President, General Counsel
and Secretary of the Parent; and


 


(c)                                  Phelps Dunbar LLP.


 

















 


D.            CLOSING CERTIFICATES AND MISCELLANEOUS


 


8.                                      Initial Compliance Certificate dated as of the Closing Date
reflecting calculations as of March 31, 2007.


 


9.                                      Financial
Condition Certificate delivered by an officer of the Borrower, with appropriate
supporting information attached.


 


10.                               A Certificate signed by the Chief Financial Officer of the
Borrower certifying that as of the Closing Date (i) no Default or
Unmatured Default has occurred and is continuing, (ii) all of the
representations and warranties in Article V of the Credit Agreement are
true and correct as of the Closing Date, and (iii) except as disclosed in
the Identified Disclosure Documents, no material adverse change in the
business, Property, condition (financial or otherwise), operations or results
of operations, performance or prospects of the Parent and its Subsidiaries
taken as a whole, or the Borrower and its Subsidiaries taken as a whole, has
occurred since December 31, 2006.


 


11.                               List
of written disclosure memoranda (other than filings made with the Securities
and Exchange Commission) delivered to the Agent and the Lenders that constitute
Identified Disclosure Documents.


 


12.                               ABS
Consent


 

















 


APPENDIX A


 


Credit Parties: Good
Standing Jurisdictions(1)


 


	
  Name of Debtor; Address;

  EIN; Organizational ID

  Number

  	
   

  	
  Good Standing

  Jurisdictions

  
	
   

  	
   

  	
   

  
	
  United Stationers Supply Co. 2200 East Golf Road

  Des Plaines, IL 60016

   

  EIN: 36-2431718

  Org ID: 1648-748-1

  	
   

  	
  Illinois

  Minnesota

  
	
   

  	
   

  	
   

  
	
  United Stationers Inc. 2200 East Golf Road Des Plaines, IL 60016

   

  EIN: 36-3141189

  Org ID: 0920601

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Lagasse, Inc.

   

  EIN: 72-0514669

  Org ID: 24408350D

  	
   

  	
  Louisiana Minnesota

  
	
   

  	
   

  	
   

  
	
  United Stationers Financial Services LLC

   

  EIN: 00543071

  Org ID: 36-4428313

  	
   

  	
  Illinois

  
	
   

  	
   

  	
   

  
	
  United Stationers Technology Services LLC

   

  EIN: 0056-416-8

  Org ID: 52-2323076

  	
   

  	
  Illinois

  



 






(1)   Borrower to confirm accuracy.